Common use of Gross-up and Other Taxes Clause in Contracts

Gross-up and Other Taxes. All payments made by the Borrower ------------------------ hereunder, and under the Note or any other Loan Document shall be made without setoff, counterclaim, deduction or other defense. All such payments shall be made free and clear of and without deduction for any present or future income, franchise, sales, use, excise, stamp or other Taxes, levies, imposts, deductions, charges, fees, withholdings, restrictions or conditions of any nature now or hereafter imposed, levied, collected, withheld or assessed by any jurisdiction (whether pursuant to United States Federal, state, local or foreign law) or by any political subdivision or taxing authority thereof or therein, and all interest, penalties or similar liabilities, excluding taxes on the net income of, and branch profit taxes of, any Lender imposed by the jurisdiction in which such Lender is organized or any political subdivision thereof or taxing authority thereof or any jurisdiction in which such Person's principal office or relevant lending office is located or any political subdivision thereof or taxing authority thereof (other than any such Taxes with respect to additional net income arising from the receipt of payments under this Section 3.5) (such non-excluded taxes being hereinafter collectively referred to as "Non-Excluded Taxes"). If the Borrower shall be required by law to deduct or to withhold any Non-Excluded Taxes from or in respect of any amount payable hereunder, (i) the amount so payable shall be increased to the extent necessary so that after making all required deductions and withholdings (including Taxes on amounts payable to Lender pursuant to this sentence) Lender receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) the Borrower shall make such deductions or withholdings, and (iii) the Borrower shall pay the full amount deducted or withheld to the relevant taxation authority in accordance with applicable law. Whenever any Non-Excluded Taxes are payable by the Borrower, as promptly as possible thereafter, the Borrower shall send Lender an official receipt (or, if an official receipt is not available, such other documentation as shall be reasonably satisfactory to Lender) showing payment. In addition, the Borrower shall pay any present or future stamp, documentary, excise, property or similar Taxes, charges or levies that arise from any payment made under the Loan Documents by Borrower or from the execution, delivery, performance, release, discharge, amendment, enforcement, attempted enforcement or registration of, or otherwise with respect to, this Agreement, any other Loan Document or any transaction contemplated by this Agreement or any other Loan Document as any and all of the foregoing relate to Borrower (hereinafter referred to as "Other Taxes").

Gross-up and Other Taxes. All payments made by the Borrower ------------------------ ------------------------- hereunder, and under the Note or any other Loan Document shall be made without setoffset off, counterclaim, deduction or other defense. All such payments shall be made free and clear of and without deduction for any present or future income, franchise, sales, use, excise, stamp or other Taxes, levies, imposts, deductions, charges, fees, withholdings, restrictions or conditions of any nature now or hereafter imposed, levied, collected, withheld or assessed by any jurisdiction (whether pursuant to United States Federal, state, local or foreign law) or by any political subdivision or taxing authority thereof or therein, and all interest, penalties or similar liabilities, excluding taxes on the net income of, and branch profit taxes of, any Lender imposed by the jurisdiction in which such Lender is organized or any political subdivision thereof or taxing authority thereof or any jurisdiction in which such Person's principal office or relevant lending office is located or any political subdivision thereof or taxing authority thereof (other than any such Taxes with respect to additional net income arising from the receipt of payments under this Section 3.5) (such non-excluded taxes being hereinafter collectively referred to as "Non-Excluded Taxes"). If the Borrower shall be required by law to deduct or to withhold any Non-Excluded Taxes from or in respect of any amount payable hereunder, (i) the amount so payable shall be increased to the extent necessary so that after making all required deductions and withholdings (including Taxes on amounts payable to Lender pursuant to this sentence) Lender receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) the Borrower shall make such deductions or withholdings, and (iii) the Borrower shall pay the full amount deducted or withheld to the relevant taxation authority in accordance with applicable law. Whenever any Non-Excluded Taxes are payable by the Borrower, as promptly as possible thereafter, the Borrower shall send Lender an official receipt (or, if an official receipt is not available, such other documentation as shall be reasonably satisfactory to Lender) showing payment. In addition, the Borrower shall pay any present or future stamp, documentary, excise, property or similar Taxes, charges or levies that arise from any payment made under the Loan Documents by Borrower or from the execution, delivery, performance, release, discharge, amendment, enforcement, attempted enforcement or registration of, or otherwise with respect to, this Agreement, any other Loan Document or any transaction contemplated by this Agreement or any other Loan Document as any and all of the foregoing relate to Borrower (hereinafter referred to as "Other Taxes").