Common use of Net of Taxes Etc Clause in Contracts

Net of Taxes Etc. (a) All payments made by the Borrower under this Agreement 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 Administrative Agent and each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it by the jurisdiction under the laws of which the Administrative Agent or such Lender (as the case may be) is organized or any political subdivision thereof and, in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it by the jurisdiction of such Lender’s Applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If any Taxes are required to be withheld from any amounts payable to the Administrative Agent or any Lender hereunder, the amounts so payable to the Administrative Agent or such Lender shall be increased to the extent necessary to yield to the Administrative Agent or such Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement. Whenever any Taxes are payable by the Borrower, as promptly as possible thereafter the Borrower shall send to the Administrative Agent for its own account or for the account of such Lender, a certified copy of an original official receipt received by the Borrower showing payment thereof. If the Borrower fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Administrative Agent the required receipts or other required documentary evidence, the Borrower shall indemnify the Administrative Agent and the Lenders for any incremental taxes, interest or penalties that may become payable by the Administrative Agent or any Lender as a result of any such failure. The agreements in this Section shall survive the termination of this Agreement and the payment of the obligations hereunder and all other amounts payable hereunder.

Net of Taxes Etc. (a) All Any and all payments made to the Purchaser or any Bondholder by the Borrower under this Agreement County and/or the Authority hereunder or with respect to the Bonds shall be made free and clear of, of and without deduction or withholding for any and all Indemnified Taxes. If the County and/or the Authority shall be required by law to deduct or on account of, withhold 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 Administrative Agent and each Lender, taxes Indemnified Taxes imposed on its overall net income, and franchise taxes imposed on it by the jurisdiction under the laws United States of which the Administrative Agent or such Lender (as the case may be) is organized America or any political subdivision thereof andfrom or in respect of any sum payable hereunder or with respect to the Bonds, then (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) the Purchaser or such Bondholder receives an amount equal to the sum it would have received had no such deductions been made, (ii) the County and/or the Authority, as applicable, shall make such deductions and (iii) the County and/or the Authority, as applicable, shall timely pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. If the County and/or the Authority shall make any payment under this Section to or for the benefit of the Purchaser or such Bondholder with respect to Indemnified Taxes and if the Purchaser or such Bondholder shall claim any credit or deduction for such Indemnified Taxes against any other taxes payable by the Purchaser or such Bondholder to any taxing jurisdiction in the case United States of each LenderAmerica then the Purchaser or such Bondholder shall pay to the County and/or the Authority, as applicable, an amount equal to the amount by which such other taxes imposed on its overall net incomeare actually reduced; provided, and franchise taxes imposed on it that the aggregate amount payable by the jurisdiction Purchaser or such Bondholder pursuant to this sentence shall not exceed the aggregate amount previously paid by the County and/or the Authority with respect to such Indemnified Taxes. In addition, the County and/or the Authority, as applicable, agree to pay any present or future stamp, recording or documentary taxes and any other excise or property taxes, charges or similar levies that arise under the laws of such Lender’s Applicable Lending Office the United States of America or any political subdivision thereof state of the United States from any payment made hereunder or under the Bonds or from the execution or delivery of this Agreement or the Bonds, or otherwise with respect to this Agreement or the Bonds (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Other Taxes”). If any Taxes are required to be withheld from any amounts payable The Purchaser or such Bondholder shall provide to the Administrative Agent County and the Authority within a reasonable time a copy of any written notification it receives with respect to Indemnified Taxes or any Lender hereunder, Other Taxes owing by the amounts so payable County and/or the Authority to the Administrative Agent Purchaser or such Lender shall be increased to Bondholder hereunder; provided, that the extent necessary to yield to the Administrative Agent Purchaser or such Lender (after payment of all Taxes) interest or any Bondholder’s failure to send such other amounts payable hereunder at notice shall not relieve the rates or in County and/or the amounts specified in this Agreement. Whenever any Taxes are payable by the BorrowerAuthority, as promptly as possible thereafter the Borrower shall send to the Administrative Agent for applicable, of its own account or for the account of such Lender, a certified copy of an original official receipt received by the Borrower showing payment thereof. If the Borrower fails obligation to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Administrative Agent the required receipts or other required documentary evidence, the Borrower shall indemnify the Administrative Agent and the Lenders for any incremental taxes, interest or penalties that may become payable by the Administrative Agent or any Lender as a result of any such failure. The agreements in this Section shall survive the termination of this Agreement and the payment of the obligations hereunder and all other amounts payable hereunder.

Net of Taxes Etc. (a) All payments made by the Borrower Company under this Agreement 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 Administrative Agent Agent, the Fronting Bank and each LenderBank, taxes imposed on its overall net income, and franchise taxes imposed on it by the jurisdiction under the laws of which the Administrative Agent Agent, the Fronting Bank or such Lender Bank (as the case may be) is organized or any political subdivision thereof and, in the case of each LenderBank, taxes imposed on its overall net income, and franchise taxes imposed on it by the jurisdiction of such LenderBank’s Applicable Lending Booking Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If any Taxes are required to be withheld from any amounts payable to the Administrative Agent Agent, the Fronting Bank or any Lender Bank hereunder, the amounts so payable to the Administrative Agent Agent, the Fronting Bank or such Lender Bank shall be increased to the extent necessary to yield to the Administrative Agent Agent, the Fronting Bank or such Lender Bank (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement. Whenever any Taxes are payable by the BorrowerCompany, as promptly as possible thereafter the Borrower Company shall send to the Administrative Agent for its own account or for the account of the Fronting Bank or such LenderBank, as the case may be, a certified copy of an original official receipt received by the Borrower Company showing payment thereof. If the Borrower Company fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Administrative Agent the required receipts or other required documentary evidence, the Borrower Company shall indemnify the Administrative Agent Agent, the Fronting Bank and the Lenders Banks for any incremental taxes, interest or penalties that may become payable by the Administrative Agent Agent, the Fronting Bank or any Lender Bank as a result of any such failure. The agreements in this Section shall survive the termination of this Agreement and the payment of the obligations hereunder and all other amounts payable hereunder.

Net of Taxes Etc. (a) All Any and all payments made to the Lender (or any assignee or participant) by the Borrower under this Agreement City hereunder shall be made free and clear of, of and without deduction or withholding for or on account of, any and all present or future income, stamp or other taxes, levies, imposts, duties, deductions, charges, fees, deductions assessments, withholdings or withholdings, liabilities of whatever nature now or hereafter imposed, levied, collected, withheld or assessed imposed by any Governmental Authorityjurisdiction or by any political subdivision or taxing authority thereof or therein, excluding, in the case of the Administrative Agent and each Lenderhowever, taxes imposed on its overall net income, and franchise taxes imposed on it or measured by the jurisdiction under net income or capital of the laws of which the Administrative Agent or such Lender (as the case may beor any assignee or participant) is organized by any jurisdiction or any political subdivision or taxing authority thereof and, in or therein solely as a result of a connection between the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it by the jurisdiction of such Lender’s Applicable Lending Office Lender (or any such assignee or participant) and such jurisdiction or political subdivision thereof (all such non-excluded taxes, levies, imposts, duties, deductions, charges, fees, assessments, withholdings and liabilities being hereinafter referred to as “Taxes”). If the City shall be required by law to withhold or deduct any Taxes are required to be withheld so levied or imposed from or in respect of any amounts sum payable hereunder or under the Note to the Administrative Agent Lender (or any Lender hereunderassignee or participant), (i) the amounts so sum payable to the Administrative Agent or such Lender shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.08), the extent necessary to yield to the Administrative Agent or such Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates assignee or in the amounts specified in this Agreement. Whenever any Taxes are payable by the Borrower, as promptly as possible thereafter the Borrower shall send participant) receives an amount equal to the Administrative Agent for its own account sum it would have received had no such deductions been made, (ii) the City shall make such deductions and (iii) the City shall pay the full amount deducted to the relevant taxation authority or for other authority in accordance with applicable law. In addition, the account of such Lender, a certified copy of an original official receipt received by the Borrower showing payment thereof. If the Borrower fails City agrees to pay any Taxes when due present or future stamp, recording or documentary taxes and any other excise or property taxes, charges or similar levies that arise from any payment made hereunder or under the Note or from the execution or delivery or otherwise with respect to this Agreement or any other Loan Document, excluding, however, taxes imposed on or measured by the appropriate net income or capital of the Lender (or any assignee or participant) by any jurisdiction or any political subdivision or taxing authority thereof or fails to remit to the Administrative Agent the required receipts or other required documentary evidence, the Borrower shall indemnify the Administrative Agent and the Lenders for any incremental taxes, interest or penalties that may become payable by the Administrative Agent or any Lender therein solely as a result of a connection between the Lender (or any such failureassignee or participant) and such jurisdiction or political subdivision (hereinafter referred to as “Other Taxes”). The agreements in this Section Lender (or any assignee or participant) shall survive provide to the termination City within a reasonable time a copy of this Agreement and any written notification it receives with respect to Other Taxes owing by the payment City to the Lender (or any assignee or participant) hereunder provided that the Lender’s failure to send such notice shall not relieve the City of the obligations hereunder and all other its obligation to pay such amounts payable hereunder.

Net of Taxes Etc. (a) All Any and all payments made to the Purchaser or any Owner by the Borrower under this Agreement hereunder or with respect to the Bonds shall be made free and clear of, of and without deduction or withholding for any and all Indemnified Taxes. If the Borrower shall be required by law to deduct or on account of, withhold 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 Administrative Agent and each Lender, taxes Indemnified Taxes imposed on its overall net income, and franchise taxes imposed on it by the jurisdiction under the laws of which the Administrative Agent or such Lender (as the case may be) is organized United States or any political subdivision thereof andfrom or in respect of any sum payable hereunder or with respect to the Bonds, then (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) the Purchaser or such Owner receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. If the Borrower shall make any payment under this Section to or for the benefit of the Purchaser or such Owner with respect to Indemnified Taxes and if the Purchaser or such Owner shall claim any credit or deduction for such Indemnified Taxes against any other taxes payable by the Purchaser or such Owner to any taxing jurisdiction in the case of each LenderUnited States then the Purchaser or such Owner shall pay to the Borrower an amount equal to the amount by which such other taxes are actually reduced; provided, taxes imposed on its overall net income, and franchise taxes imposed on it that the aggregate amount payable by the jurisdiction Purchaser or such Owner pursuant to this sentence shall not exceed the aggregate amount previously paid by the Borrower with respect to such Indemnified Taxes. In addition, the Borrower agrees to pay any present or future stamp, recording or documentary taxes and any other excise or property taxes, charges or similar levies that arise under the laws of such Lender’s Applicable Lending Office the United States or any political subdivision thereof state of the United States from any payment made hereunder or under the Bonds or from the execution or delivery of this Agreement or the Bonds, or otherwise with respect to this Agreement or the Bonds (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Other Taxes”). If any Taxes are required to be withheld from any amounts payable The Purchaser or such Owner shall provide to the Administrative Agent or any Lender hereunder, the amounts so payable to the Administrative Agent or such Lender shall be increased to the extent necessary to yield to the Administrative Agent or such Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement. Whenever any Taxes are payable by the Borrower, as promptly as possible thereafter the Borrower shall send to the Administrative Agent for its own account or for the account of such Lender, within a certified reasonable time a copy of an original official receipt received any written notification it receives with respect to Indemnified Taxes or Other Taxes owing by the Borrower showing payment thereof. If to the Purchaser or such Owner hereunder; provided, that the Purchaser or such Owner’s failure to send such notice shall not relieve the Borrower fails of its obligation to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Administrative Agent the required receipts or other required documentary evidence, the Borrower shall indemnify the Administrative Agent and the Lenders for any incremental taxes, interest or penalties that may become payable by the Administrative Agent or any Lender as a result of any such failure. The agreements in this Section shall survive the termination of this Agreement and the payment of the obligations hereunder and all other amounts payable hereunder.

Net of Taxes Etc. (ai) All Any and all payments made to or for the benefit of the L/C Facility Agent or any Letter of Credit Bank by the Borrower Partnership hereunder or under this Agreement any other Credit Document shall be made without set off, counterclaim or other defense and free and clear of, of and without deduction or withholding with holding for or on account of, 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 Administrative Agent and each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it by the jurisdiction under the laws of which the Administrative Agent or such Lender (as the case may be) is organized or any political subdivision thereof and, in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it by the jurisdiction of such Lender’s Applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, impostsassessments, deductions, charges, withholdings or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (but excluding any tax imposed on or measured by the net income of the L/C Facility Agent or any Letter of Credit Bank, as the case may be, or any tax on overall gross receipts or franchise tax imposed in either case in lieu of such net income tax pursuant to the laws of the jurisdiction or any political subdivision or taxing authority thereof or therein in which the principal office or the Lending Office of such Person is located, other than a tax imposed on or measured by amounts payable under this clause (d)) and all interest, penalties or similar liabilities being with respect thereto (collectively, "Taxes"). If the Partnership shall be required by law to withhold or deduct any Taxes imposed by the United States or any political subdivision thereof from or in respect of any sum payable hereunder, under any LOC Loan Note or under any other Credit Document to the L/C Facility Agent or any Letter of Credit Bank, (A) 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 clause (d)), the L/C Facility Agent or such Letter of Credit Bank receives an amount equal to the sum it would have received had no such deductions been made, (B) the Partnership shall make such deductions and (C) the Partnership shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with applicable law. In addition, the Partnership agrees to pay any present or future stamp, recording or documentary taxes and any other excise or property taxes, charges or similar levies that arise from any payment made hereunder, under any LOC Loan Note or under any other Credit Document or from the execution, delivery, recording or otherwise with respect to this Agreement, any LOC Loan Note or any other Credit Document (hereinafter referred to as “"Other Taxes”"). If any Taxes are required to be withheld from any amounts payable to the Administrative Agent or any Lender hereunder, the amounts so payable to the Administrative Agent or such Lender shall be increased to the extent necessary to yield to the Administrative Agent or such Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement. Whenever any Taxes are payable by the Borrower, as promptly as possible thereafter the Borrower shall send to the Administrative Agent for its own account or for the account of such Lender, a certified copy of an original official receipt received by the Borrower showing payment thereof. If the Borrower fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Administrative Agent the required receipts or other required documentary evidence, the Borrower shall indemnify the Administrative Agent and the Lenders for any incremental taxes, interest or penalties that may become payable by the Administrative Agent or any Lender as a result of any such failure. The agreements in this Section shall survive the termination of this Agreement and the payment of the obligations hereunder and all other amounts payable hereunder.

Net of Taxes Etc. (a) All Any and all payments made to the Purchaser or any Bondholder by the Borrower under this Agreement District hereunder or with respect to the Bonds shall be made free and clear of, of and without deduction or withholding for any and all Indemnified Taxes. If the District shall be required by law to deduct or on account of, withhold 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 Administrative Agent and each Lender, taxes Indemnified Taxes imposed on its overall net income, and franchise taxes imposed on it by the jurisdiction under the laws United States of which the Administrative Agent or such Lender (as the case may be) is organized America or any political subdivision thereof andfrom or in respect of any sum payable hereunder or with respect to the Bonds, then (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) the Purchaser or such Bondholder receives an amount equal to the sum it would have received had no such deductions been made, (ii) the District shall make such deductions and (iii) the District shall timely pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. If the District shall make any payment under this Section to or for the benefit of the Purchaser or such Bondholder with respect to Indemnified Taxes and if the Purchaser or such Bondholder shall claim any credit or deduction for such Indemnified Taxes against any other taxes payable by the Purchaser or such Bondholder to any taxing jurisdiction in the case United States of each LenderAmerica then the Purchaser or such Bondholder shall pay to the District an amount equal to the amount by which such other taxes are actually reduced; provided, taxes imposed on its overall net income, and franchise taxes imposed on it that the aggregate amount payable by the jurisdiction Purchaser or such Bondholder pursuant to this sentence shall not exceed the aggregate amount previously paid by the District with respect to such Indemnified Taxes. In addition, the District agrees to pay any present or future stamp, recording or documentary taxes and any other excise or property taxes, charges or similar levies that arise under the laws of such Lender’s Applicable Lending Office the United States of America or any political subdivision thereof state of the United States from any payment made hereunder or under the Bonds or from the execution or delivery of this Agreement or the Bonds, or otherwise with respect to this Agreement or the Bonds (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Other Taxes”). If The Purchaser or such Bondholder shall provide to the District within a reasonable time a copy of any written notification it receives with respect to Indemnified Taxes are required or Other Taxes owing by the District to be withheld from the Purchaser or such Bondholder hereunder; provided, that the Purchaser or such Bondholder’s failure to send such notice shall not relieve the District of its obligation to pay such amounts hereunder. (b) The District shall, to the fullest extent permitted by law and subject to the provisions hereof, pay the Purchaser or such Bondholder for the full amount of Indemnified Taxes and Other Taxes including any Indemnified Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section paid by the Purchaser or such Bondholder or any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally asserted; provided, that the District shall not be obligated to pay the Purchaser or such Bondholder for any penalties, interest or expenses relating to Indemnified Taxes or Other Taxes arising from the Purchaser or such Bondholder’s gross negligence or willful misconduct. The Purchaser or such Bondholder agrees to give notice to the Administrative Agent or District of the assertion of any Lender hereunder, claim against the amounts so payable to the Administrative Agent Purchaser or such Lender shall be increased Bondholder relating to the extent necessary to yield to the Administrative Agent such Indemnified Taxes or such Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement. Whenever any Other Taxes are payable by the Borrower, as promptly as possible thereafter is practicable after being notified of such assertion; provided, that the Borrower Purchaser or such Bondholder’s failure to notify the District promptly of such assertion shall send not relieve the District of its obligation under this Section. Payments by the District pursuant to this Section shall be made within thirty (30) days from the date the Purchaser or such Bondholder makes written demand therefor, which demand shall be accompanied by a certificate describing in reasonable detail the basis thereof. The Purchaser or such Bondholder agrees to repay to the Administrative Agent for its own account or for the account District any refund (including that portion of any interest that was included as part of such Lenderrefund) with respect to Indemnified Taxes or Other Taxes paid by the District pursuant to this Section received by the Purchaser or such Bondholder for Indemnified Taxes or Other Taxes that were paid by the District pursuant to this Section and to contest, with the cooperation and at the expense of the District, any such Indemnified Taxes or Other Taxes which the Purchaser or such Bondholder or the District reasonably believes not to have been properly assessed. (c) Within thirty (30) days after the date of any payment of Indemnified Taxes by the District, the District shall furnish to the Purchaser or such Bondholder, as applicable, the original or a certified copy of an original official a receipt received by the Borrower showing evidencing payment thereof. If the Borrower fails to pay any Taxes when due . (d) Without prejudice to the appropriate taxing authority or fails to remit to survival of any other agreement of the Administrative Agent the required receipts or other required documentary evidenceDistrict hereunder, the Borrower shall indemnify agreements and obligations of the Administrative Agent and the Lenders for any incremental taxes, interest or penalties that may become payable by the Administrative Agent or any Lender as a result of any such failure. The agreements District contained in this Section shall survive the termination of this Agreement and the payment in full of the Bonds and the obligations hereunder of the District thereunder and all other amounts payable hereunder.

Net of Taxes Etc. (a) All payments made by the Borrower under this Agreement 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 Administrative Agent and each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it by the jurisdiction under the laws of which the Administrative Agent or such Lender (as the case may be) is organized or any political subdivision thereof and, in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it by the jurisdiction of such Lender’s 's Applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “"Taxes”"). If any Taxes are required to be withheld from any amounts payable to the Administrative Agent or any Lender hereunder, the amounts so payable to the Administrative Agent or such Lender shall be increased to the extent necessary to yield to the Administrative Agent or such Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement. Whenever any Taxes are payable by the Borrower, as promptly as possible thereafter the Borrower shall send to the Administrative Agent for its own account or for the account of such Lender, a certified copy of an original official receipt received by the Borrower showing payment thereof. If the Borrower fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Administrative Agent the required receipts or other required documentary evidence, the Borrower shall indemnify the Administrative Agent and the Lenders for any incremental taxes, interest or penalties that may become payable by the Administrative Agent or any Lender as a result of any such failure. The agreements in this Section shall survive the termination of this Agreement and the payment of the obligations hereunder and all other amounts payable hereunder.

Net of Taxes Etc. (a) All payments made by the Borrower Obligors under this Agreement 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 Administrative Agent Agent, the Fronting Bank and each LenderBank, taxes imposed on its overall net income, and franchise taxes imposed on it by the jurisdiction under the laws of which the Administrative Agent Agent, the Fronting Bank or such Lender Bank (as the case may be) is organized or any political subdivision thereof and, in the case of each LenderBank, taxes imposed on its overall net income, and franchise taxes imposed on it by the jurisdiction of such Lender’s Bank's Applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “"Taxes”"). If any Taxes are required to be withheld from any amounts payable to the Administrative Agent Agent, the Fronting Bank or any Lender Bank hereunder, the amounts so payable to the Administrative Agent Agent, the Fronting Bank or such Lender Bank shall be increased to the extent necessary to yield to the Administrative Agent Agent, the Fronting Bank or such Lender Bank (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement. Whenever any Taxes are payable by the BorrowerObligors, as promptly as possible thereafter the Borrower Obligors shall send to the Administrative Agent for its own account or for the account of the Fronting Bank or such LenderBank, as the case may be, a certified copy of an original official receipt received by the Borrower Obligors showing payment thereof. If the Borrower Obligors fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Administrative Agent the required receipts or other required documentary evidence, the Borrower Obligors shall indemnify the Administrative Agent Agent, the Fronting Bank and the Lenders Banks for any incremental taxes, interest or penalties that may become payable by the Administrative Agent Agent, the Fronting Bank or any Lender Bank as a result of any such failure. The agreements in this Section shall survive the termination of this Agreement and the payment of the obligations hereunder and all other amounts payable hereunder.

Net of Taxes Etc. (a) All Any and all payments made to the Purchaser or any Owner by or on account of any obligation of the Borrower under this Agreement hereunder or with respect to the Bonds shall be made free and clear of, of and without deduction or withholding for any and all Indemnified Taxes. If the Borrower shall be required by law to deduct or on account of, withhold 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 Administrative Agent and each Lender, taxes Indemnified Taxes imposed on its overall net income, and franchise taxes imposed on it by the jurisdiction under the laws of which the Administrative Agent or such Lender (as the case may be) is organized United States or any political subdivision thereof andfrom or in respect of any sum payable hereunder or with respect to the Bonds, then (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) the Purchaser or such Owner receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. If the Borrower shall make any payment under this Section to or for the benefit of the Purchaser or such Owner with respect to Indemnified Taxes and if the Purchaser or such Owner shall claim any credit or deduction for such Indemnified Taxes against any other taxes payable by the Purchaser or such Owner to any taxing jurisdiction in the case of each LenderUnited States then the Purchaser or such Owner shall pay to the Borrower an amount equal to the amount by which such other taxes are actually reduced; provided, taxes imposed on its overall net income, and franchise taxes imposed on it that the aggregate amount payable by the jurisdiction Purchaser or such Owner pursuant to this sentence shall not exceed the aggregate amount previously paid by the Borrower with respect to such Indemnified Taxes. In addition, the Borrower agrees to pay any present or future stamp, recording or documentary taxes and any other excise or property taxes, charges or similar levies that arise under the laws of such Lender’s Applicable Lending Office the United States or any political subdivision thereof state of the United States from any payment made hereunder or under the Bonds or from the execution or delivery of this Agreement or the Bonds, or otherwise with respect to this Agreement or the Bonds (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Other Taxes”). If any Taxes are required to be withheld from any amounts payable The Purchaser or such Owner shall provide to the Administrative Agent or any Lender hereunder, the amounts so payable to the Administrative Agent or such Lender shall be increased to the extent necessary to yield to the Administrative Agent or such Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement. Whenever any Taxes are payable by the Borrower, as promptly as possible thereafter the Borrower shall send to the Administrative Agent for its own account or for the account of such Lender, within a certified reasonable time a copy of an original official receipt received any written notification it receives with respect to Indemnified Taxes or Other Taxes owing by the Borrower showing payment thereof. If to the Purchaser or such Owner hereunder; provided, that the Purchaser or such Owner’s failure to send such notice shall not relieve the Borrower fails of its obligation to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Administrative Agent the required receipts or other required documentary evidence, the Borrower shall indemnify the Administrative Agent and the Lenders for any incremental taxes, interest or penalties that may become payable by the Administrative Agent or any Lender as a result of any such failure. The agreements in this Section shall survive the termination of this Agreement and the payment of the obligations hereunder and all other amounts payable hereunder.