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. (b) Each Lender that is not incorporated under the laws of the United States of America or a state thereof agrees that it will deliver to the Borrower and the Administrative Agent on or before the latter of the date hereof and the date such Lender becomes a Lender (i) two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be. Each such Lender also agrees to deliver to the Borrower and the Administrative Agent two further copies of said Form W-8BEN or W-8ECI, or successor applicable forms or other manner of certification, as the case may be, on or before the date that any such form previously delivered expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower, and such extensions or renewals thereof as may reasonably be requested by the Borrower or the Administrative Agent, unless in any such case an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender so advises the Borrower and the Administrative Agent. Such Lender shall certify that it is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes and that it is entitled to an exemption from United States backup withholding tax. (c) If any Lender shall request compensation for costs pursuant to this Section 2.17, (i) such Lender shall make reasonable efforts (which shall not require such Lender to incur a loss or unreimbursed cost or otherwise suffer any disadvantage deemed by it to be significant) to make within thirty (30) days an assignment of its rights and delegation and transfer of its obligations hereunder to another of its offices, branches or affiliates, if such assignment would reduce such costs in the future, (ii) the Borrower may with the consent of the Required Lenders, which consent shall not be unreasonably withheld, secure a substitute bank to replace such Lender which substitute bank shall, upon execution of a counterpart of this Agreement and payment to such Lender of any and all amounts due under this Agreement, be deemed to be a Lender hereunder (any such substitution referred to in clause (ii) shall be accompanied by an amount equal to any loss or reasonable expense incurred by such Lender as a result of such substitution); provided, that this Section 2.17(c) shall not be construed as limiting the liability of the Borrower to indemnify or reimburse such Lender for any costs or expenses the Borrower is required hereunder to indemnify or reimburse.

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 The Purchaser or such Bondholder shall provide to the County and the Authority 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 County and/or the Authority 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 County and/or the Authority, as applicable, of its obligation to pay such amounts hereunder. (b) The County and/or the Authority, as applicable, 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, as Additional Payments, 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 reasonable expenses) arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally asserted; provided, that the County and/or the Authority, as applicable, 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 County and the Authority 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; (c) Within thirty (30) days after the Borrower date of any payment of Indemnified Taxes by the County or the Authority, as applicable, the County or the Authority, as applicable, shall send furnish to the Administrative Agent for its own account Purchaser or for such Bondholder, as applicable, the account of such Lender, 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 survival of any other agreement of the County or fails to remit to the Administrative Agent the required receipts or other required documentary evidenceAuthority hereunder, the Borrower shall indemnify agreements and obligations of the Administrative Agent and County or the Lenders for any incremental taxesAuthority, interest or penalties that may become payable by the Administrative Agent or any Lender as a result of any such failure. The agreements applicable, contained in this Section shall survive the termination of this Agreement and the payment in full of the Bonds and the obligations hereunder and all other amounts payable hereunder. (b) Each Lender that is not incorporated under the laws of the United States of America or a state thereof agrees that it will deliver to the Borrower County and the Administrative Agent on or before the latter Authority thereunder and hereunder for a period of the date hereof and the date such Lender becomes a Lender three (i3) two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be. Each such Lender also agrees to deliver to the Borrower and the Administrative Agent two further copies of said Form W-8BEN or W-8ECI, or successor applicable forms or other manner of certification, as the case may be, on or before the date that any such form previously delivered expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower, and such extensions or renewals thereof as may reasonably be requested by the Borrower or the Administrative Agent, unless in any such case an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender so advises the Borrower and the Administrative Agent. Such Lender shall certify that it is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes and that it is entitled to an exemption from United States backup withholding tax. (c) If any Lender shall request compensation for costs pursuant to this Section 2.17, (i) such Lender shall make reasonable efforts (which shall not require such Lender to incur a loss or unreimbursed cost or otherwise suffer any disadvantage deemed by it to be significant) to make within thirty (30) days an assignment of its rights and delegation and transfer of its obligations hereunder to another of its offices, branches or affiliates, if such assignment would reduce such costs in the future, (ii) the Borrower may with the consent of the Required Lenders, which consent shall not be unreasonably withheld, secure a substitute bank to replace such Lender which substitute bank shall, upon execution of a counterpart years following termination of this Agreement and payment to such Lender of any and all amounts due under this Agreement, be deemed to be a Lender hereunder (any such substitution referred to in clause (ii) shall be accompanied by an amount equal to any loss or reasonable expense incurred by such Lender as a result of such substitution); provided, that this Section 2.17(c) shall not be construed as limiting the liability of the Borrower to indemnify or reimburse such Lender for any costs or expenses the Borrower is required hereunder to indemnify or reimburse.

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. (b) Each Lender Bank that is not incorporated under the laws of the United States of America or a state thereof agrees that it will deliver to the Borrower Company and the Administrative Agent on or before the latter of the date hereof and the date such Lender Bank becomes a Lender (i) Bank two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be. Each such Lender Bank also agrees to deliver to the Borrower Company and the Administrative Agent two further copies of said Form W-8BEN or W-8ECI, W-8ECI or successor applicable forms or other manner of certification, as the case may be, on or before the date that any such form previously delivered expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the BorrowerCompany, and such extensions or renewals thereof as may reasonably be requested by the Borrower Company or the Administrative Agent, unless in any such case an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender Bank from duly completing and delivering any such form with respect to it and such Lender Bank so advises the Borrower Company and the Administrative Agent. Such Lender Bank shall certify that it is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes and that it is entitled to an exemption from United States backup withholding tax. (c) If any Lender Bank shall request compensation for costs pursuant to this Section 2.172.16, (i) such Lender Bank shall make reasonable efforts (which shall not require such Lender Bank to incur a loss or unreimbursed cost or otherwise suffer any disadvantage deemed by it to be significant) to make within thirty (30) 30 days an assignment of its rights and delegation and transfer of its obligations hereunder to another of its offices, branches or affiliates, if such assignment would reduce such costs in the future, (ii) the Borrower Company may with the consent of the Required LendersBanks and the Fronting Bank, which consent shall not be unreasonably withheld, secure a substitute bank to replace such Lender Bank, which substitute bank shall, upon execution of a counterpart of this Agreement and payment to such Lender Bank of any and all amounts due under this Agreement, be deemed to be a Lender Bank hereunder (any such substitution referred to in clause (ii) shall be accompanied by an amount equal to any loss or reasonable expense incurred by such Lender Bank as a result of such substitution); provided, provided that this Section 2.17(c2.16(c) shall not be construed as limiting the liability of the Borrower Company to indemnify or reimburse such Lender Bank for any costs or expenses the Borrower Company is required hereunder to indemnify or reimburse.

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. (b) Each Lender that is not incorporated under the laws of the United States of America or a state thereof agrees that it will deliver to the Borrower and the Administrative Agent on or before the latter of the date hereof and the date such Lender becomes a Lender (i) two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be. Each such Lender also agrees to deliver to the Borrower and the Administrative Agent two further copies of said Form W-8BEN or W-8ECI, or successor applicable forms or other manner of certification, as the case may be, on or before the date that any such form previously delivered expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower, and such extensions or renewals thereof as may reasonably be requested by the Borrower or the Administrative Agent, unless in any such case an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender so advises the Borrower and the Administrative Agent. Such Lender shall certify that it is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes and that it is entitled to an exemption from United States backup withholding tax. (c) If any Lender shall request compensation for costs pursuant to this Section 2.17, (i) such Lender shall make reasonable efforts (which shall not require such Lender to incur a loss or unreimbursed cost or otherwise suffer any disadvantage deemed by it to be significant) to make within thirty (30) days an assignment of its rights and delegation and transfer of its obligations hereunder to another of its offices, branches or affiliates, if such assignment would reduce such costs in the future, (ii) the Borrower may with the consent of the Required Lenders, which consent shall not be unreasonably withheld, secure a substitute bank to replace such Lender which substitute bank shall, upon execution of a counterpart of this Agreement and payment to such Lender of any and all amounts due under this Agreement, be deemed to be a Lender hereunder (any such substitution referred to in clause (ii) shall be accompanied by an amount equal to any loss or reasonable expense incurred by such Lender as a result of such substitution); provided, that this Section 2.17(c) shall not be construed as limiting the liability of the Borrower to indemnify or reimburse such Lender for any costs or expenses the Borrower is required hereunder to indemnify or reimburse.

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. (b) Each Lender that is not incorporated under the laws of the United States of America or a state thereof agrees that it will deliver to the Borrower and the Administrative Agent on or before the latter of the date hereof and the date such Lender becomes a Lender (i) two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be. Each such Lender also agrees to deliver to the Borrower and the Administrative Agent two further copies of said Form W-8BEN or W-8ECI, or successor applicable forms or other manner of certification, as the case may be, on or before the date that any such form previously delivered expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower, and such extensions or renewals thereof as may reasonably be requested by the Borrower or the Administrative Agent, unless in any such case an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender so advises the Borrower and the Administrative Agent. Such Lender shall certify that it is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes and that it is entitled to an exemption from United States backup withholding tax. (c) If any Lender shall request compensation for costs pursuant to this Section 2.17, (i) such Lender shall make reasonable efforts (which shall not require such Lender to incur a loss or unreimbursed cost or otherwise suffer any disadvantage deemed by it to be significant) to make within thirty (30) days an assignment of its rights and delegation and transfer of its obligations hereunder to another of its offices, branches or affiliates, if such assignment would reduce such costs in the future, (ii) the Borrower may with the consent of the Required Lenders, which consent shall not be unreasonably withheld, secure a substitute bank to replace such Lender which substitute bank shall, upon execution of a counterpart of this Agreement and payment to such Lender of any and all amounts due under this Agreement, be deemed to be a Lender hereunder (any such substitution referred to in clause (ii) shall be accompanied by an amount equal to any loss or reasonable expense incurred by such Lender as a result of such substitution); provided, that this Section 2.17(c) shall not be construed as limiting the liability of the Borrower to indemnify or reimburse such Lender for any costs or expenses the Borrower is required hereunder to indemnify or reimburse.. [End of Article II]

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. (b) Each Lender Bank that is not incorporated under the laws of the United States of America or a state thereof agrees that it will deliver to the Borrower Obligors and the Administrative Agent on or before the latter of the date hereof and the date such Lender Bank becomes a Lender Bank (i) two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be. Each such Lender Bank also agrees to deliver to the Borrower Obligors and the Administrative Agent two further copies of said Form W-8BEN or W-8ECI, or successor applicable forms or other manner of certification, as the case may be, on or before the date that any such form previously delivered expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the BorrowerObligors, and such extensions or renewals thereof as may reasonably be requested by the Borrower Obligors or the Administrative Agent, unless in any such case an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender Bank from duly completing and delivering any such form with respect to it and such Lender Bank so advises the Borrower Obligors and the Administrative Agent. Such Lender Bank shall certify that it is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes and that it is entitled to an exemption from United States backup withholding tax. (c) If any Lender Bank shall request compensation for costs pursuant to this Section 2.172.19, (i) such Lender Bank shall make reasonable efforts (which shall not require such Lender Bank to incur a loss or unreimbursed cost or otherwise suffer any disadvantage deemed by it to be significant) to make within thirty (30) days an assignment of its rights and delegation and transfer of its obligations hereunder to another of its offices, branches or affiliates, if such assignment would reduce such costs in the future, (ii) the Borrower Obligors may with the consent of the Required LendersBanks and the Fronting Bank, which consent shall not be unreasonably withheld, secure a substitute bank to replace such Lender Bank which substitute bank shall, upon execution of a counterpart of this Agreement and payment to such Lender Bank of any and all amounts due under this Agreement, be deemed to be a Lender Bank hereunder (any such substitution referred to in clause (ii) shall be accompanied by an amount equal to any loss or reasonable expense incurred by such Lender Bank as a result of such substitution); provided, provided that this Section 2.17(c2.19(c) shall not be construed as limiting the liability of the Borrower Obligors to indemnify or reimburse such Lender Bank for any costs or expenses the Borrower Obligors is required hereunder to indemnify or reimburse.

Net of Taxes Etc. (a) All Any and all payments made to the Purchaser or any Bondholder by the Borrower under this Agreement County hereunder or with respect to the Bonds shall be made free and clear of, of and without deduction or withholding for any and all Taxes. If the County 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 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 shall make such deductions and (iii) the County shall timely pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. If the County shall make any payment under this Section to or for the benefit of the Purchaser or such Bondholder with respect to Taxes and if the Purchaser, or such Bondholder shall claim any credit or deduction for such 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 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 with respect to such Taxes. In addition, the County 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 County within a reasonable time a copy of any written notification it receives with respect to Taxes or Other Taxes owing by the County to the Purchaser or such Bondholder hereunder; provided, that the Purchaser or such Bondholder’s failure to send such notice shall not relieve the County of its obligation to pay such amounts hereunder. (b) The County 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 Taxes and Other Taxes including any Taxes are required to be withheld from 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 reasonable expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted; provided, that the County shall not be obligated to pay the Purchaser or such Bondholder for any penalties, interest or expenses relating to Taxes or Other Taxes arising from the Purchaser’s or such Bondholder’s gross negligence or willful misconduct as determined by a count of competent jurisdiction. Payments by the County 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 County any refund (including that portion of any interest that was included as part of such refund) with respect to Taxes or Other Taxes paid by the County pursuant to this Section received by the Purchaser or such Bondholder for Taxes or Other Taxes that were paid by the County pursuant to this Section and to contest, with the cooperation and at the expense of the County, any Lender hereundersuch Taxes or Other Taxes which the Purchaser or such Bondholder or the County reasonably believes not to have been properly assessed. (c) Within thirty (30) days after the date of any payment of Taxes by the County, the amounts so payable County shall furnish to the Administrative Agent Purchaser 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 BorrowerBondholder, as promptly as possible thereafter applicable, the Borrower shall send to the Administrative Agent for its own account original or for the account of such Lender, a certified copy of an original official a receipt received by the Borrower showing evidencing payment thereof. If The County shall compensate the Borrower fails to pay any Taxes when due to the appropriate taxing authority Purchaser or fails to remit to the Administrative Agent the required receipts or other required documentary evidence, the Borrower shall indemnify the Administrative Agent such Bondholder for all reasonable losses and the Lenders for any incremental taxes, interest or penalties that may become payable expenses sustained by the Administrative Agent Purchaser or any Lender such Bondholder, as applicable, as a result of any failure by the County to so furnish such failure. The copy of such receipt. (d) Without prejudice to the survival of any other agreement of the County hereunder, the agreements and obligations of the County 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 County thereunder and all other amounts payable hereunder. (b) Each Lender that is not incorporated under the laws of the United States of America or a state thereof agrees that it will deliver to the Borrower and the Administrative Agent on or before the latter of the date hereof and the date such Lender becomes a Lender (i) two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be. Each such Lender also agrees to deliver to the Borrower and the Administrative Agent two further copies of said Form W-8BEN or W-8ECI, or successor applicable forms or other manner of certification, as the case may be, on or before the date that any such form previously delivered expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower, and such extensions or renewals thereof as may reasonably be requested by the Borrower or the Administrative Agent, unless in any such case an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender so advises the Borrower and the Administrative Agent. Such Lender shall certify that it is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes and that it is entitled to an exemption from United States backup withholding tax. (c) If any Lender shall request compensation for costs pursuant to this Section 2.17, (i) such Lender shall make reasonable efforts (which shall not require such Lender to incur a loss or unreimbursed cost or otherwise suffer any disadvantage deemed by it to be significant) to make within thirty (30) days an assignment of its rights and delegation and transfer of its obligations hereunder to another of its offices, branches or affiliates, if such assignment would reduce such costs in the future, (ii) the Borrower may with the consent of the Required Lenders, which consent shall not be unreasonably withheld, secure a substitute bank to replace such Lender which substitute bank shall, upon execution of a counterpart of this Agreement and payment to such Lender of any and all amounts due under this Agreement, be deemed to be a Lender hereunder (any such substitution referred to in clause (ii) shall be accompanied by an amount equal to any loss or reasonable expense incurred by such Lender as a result of such substitution); provided, that this Section 2.17(c) shall not be construed as limiting the liability of the Borrower to indemnify or reimburse such Lender for any costs or expenses the Borrower is required hereunder to indemnify or reimburse.

Net of Taxes Etc. (a) All Any and all payments made by to the Borrower under this Agreement Lender hereunder or with respect to the Loan 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 United States of which the Administrative Agent or such Lender (as the case may be) is organized America or any political subdivision thereof and, from or in the case respect 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 any sum payable hereunder 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 with respect to the Administrative Agent or any Lender hereunderLoan, then (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) the Lender receives an amount equal to the extent necessary to yield to the Administrative Agent or sum it would have received had no such Lender deductions been made, (after payment of all Taxesii) 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 make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the Administrative Agent for its own account relevant taxation authority or for the account of such Lender, a certified copy of an original official receipt received by the Borrower showing payment thereofother authority in accordance with applicable law. If the Borrower fails shall make any payment under this Section to or for the benefit of the Lender with respect to Indemnified Taxes and if the Lender shall claim any credit or deduction for such Indemnified Taxes against any other taxes payable by the Lender to any taxing jurisdiction in the United States of America then the Lender shall pay to the Borrower an amount equal to the amount by which such other taxes are actually reduced; provided, that the aggregate amount payable by the Lender 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 Taxes when due to the appropriate taxing authority present or fails to remit to the Administrative Agent the required receipts future stamp, recording or documentary taxes and any other required documentary evidence, the Borrower shall indemnify the Administrative Agent and the Lenders for any incremental excise or property taxes, interest charges or penalties similar levies 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. (b) Each Lender that is not incorporated arise under the laws of the United States of America or a any state thereof agrees that it will deliver of the United States from any payment made hereunder or under the Loan or from the execution or delivery of this Agreement or the Loan, or otherwise with respect to this Agreement or the Loan (hereinafter referred to as “Other Taxes”). The Lender shall provide to the Borrower within a reasonable time a copy of any written notification it receives with respect to Indemnified Taxes or Other Taxes owing by the Borrower to the Lender hereunder; provided, that the Lender’s failure to send such notice shall not relieve the Borrower of its obligation to pay such amounts hereunder. (b) The Borrower shall, to the fullest extent permitted by law and subject to the Administrative Agent provisions hereof, pay the Lender 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 Lender or before 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 latter of Borrower shall not be obligated to pay the date hereof and Lender for any penalties, interest or expenses relating to Indemnified Taxes or Other Taxes arising from the date such Lender’s gross negligence or willful misconduct. The Lender becomes a Lender (i) two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be. Each such Lender also agrees to deliver give notice to the Borrower and of the Administrative Agent two further copies of said Form W-8BEN or W-8ECI, or successor applicable forms or other manner of certification, as the case may be, on or before the date that any such form previously delivered expires or becomes obsolete or after the occurrence assertion of any event requiring a change in claim against the most recent form previously delivered by it Lender relating to the Borrower, and such extensions Indemnified Taxes or renewals thereof Other Taxes as may reasonably be requested promptly as is practicable after being notified of such assertion. Payments by the Borrower or the Administrative Agent, unless in any such case an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender so advises the Borrower and the Administrative Agent. Such Lender shall certify that it is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes and that it is entitled to an exemption from United States backup withholding tax. (c) If any Lender shall request compensation for costs pursuant to this Section 2.17, (i) such Lender shall make reasonable efforts (which shall not require such Lender to incur a loss or unreimbursed cost or otherwise suffer any disadvantage deemed by it to be significant) to make made within thirty (30) days an assignment of its rights and delegation and transfer of its obligations hereunder to another of its offices, branches or affiliates, if such assignment would reduce such costs in from the future, (ii) date the Borrower may with the consent of the Required LendersLender makes written demand therefor, which consent shall not be unreasonably withheld, secure a substitute bank to replace such Lender which substitute bank shall, upon execution of a counterpart of this Agreement and payment to such Lender of any and all amounts due under this Agreement, be deemed to be a Lender hereunder (any such substitution referred to in clause (ii) demand shall be accompanied by an amount equal a certificate describing in reasonable detail the basis thereof. Notwithstanding anything herein to any loss or reasonable expense incurred by such Lender as a result of such substitution); providedthe contrary, that this Section 2.17(c) the Borrower shall not be construed obligated to pay the Lender for any Indemnified Taxes or Other Taxes paid by the Lender more than two (2) years prior to the demand by the Lender under this Section. The Lender agrees to repay to the Borrower any refund (including that portion of any interest that was included as limiting part of such refund) with respect to Indemnified Taxes or Other Taxes paid by the liability Borrower pursuant to this Section received by the Lender for Indemnified Taxes or Other Taxes that were paid by the Borrower pursuant to this Section and to contest, with the cooperation and at the expense of the Borrower, any such Indemnified Taxes or Other Taxes which the Lender or the Borrower reasonably believes not to have been properly assessed. (c) Within thirty (30) days after the date of any payment of Indemnified Taxes by the Borrower, the Borrower shall furnish to the Lender the original or a certified copy of a receipt evidencing payment thereof. (d) Without prejudice to the survival of any other agreement of the Borrower to indemnify or reimburse such Lender for any costs or expenses hereunder, the agreements and obligations of the Borrower is required hereunder to indemnify or reimbursecontained in this Section shall survive the termination of this Loan Agreement and the payment in full of the Loan.

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. (b) Each Lender that is not incorporated under the laws of the United States of America or a state thereof agrees that it will deliver to the Borrower and the Administrative Agent on or before the latter of the date hereof and the date such Lender becomes a Lender (i) two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be. Each such Lender also agrees to deliver to the Borrower and the Administrative Agent two further copies of said Form W-8BEN or W-8ECI, or successor applicable forms or other manner of certification, as the case may be, on or before the date that any such form previously delivered expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower, and such extensions or renewals thereof as may reasonably be requested by the Borrower or the Administrative Agent, unless in any such case an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such anysuch delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender so advises the Borrower and the Administrative Agent. Such Lender shall certify that it is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes and that it is entitled to an exemption from United States backup withholding tax. (c) If any Lender shall request compensation for costs pursuant to this Section 2.17, (i) such Lender shall make reasonable efforts (which shall not require such Lender to incur a loss or unreimbursed cost or otherwise suffer any disadvantage deemed by it to be significant) to make within thirty (30) days an assignment of its rights and delegation and transfer of its obligations hereunder to another of its offices, branches or affiliates, if such assignment would reduce such costs in the future, (ii) the Borrower may with the consent of the Required Lenders, which consent shall not be unreasonably withheld, secure a substitute bank to replace such Lender which substitute bank shall, upon execution of a counterpart of this Agreement and payment to such Lender of any and all amounts due under this Agreement, be deemed to be a Lender hereunder (any such substitution referred to in clause (ii) shall be accompanied by an amount equal to any loss or reasonable expense incurred by such Lender as a result of such substitution); provided, that this Section 2.17(c) shall not be construed as limiting the liability of the Borrower to indemnify or reimburse such Lender for any costs or expenses the Borrower is required hereunder to indemnify or reimburse.

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”"). (ii) The Partnership shall indemnify each Letter of Credit Bank and the L/C Facility Agent for the full amount of Taxes and Other Taxes paid by any Letter of Credit Bank or the L/C Facility Agent, or any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. Each Letter of Credit Bank and the L/C Facility Agent agrees to give written notice to the Partnership of the assertion of any claim against such Person relating to such Taxes or Other Taxes as promptly as is practicable after being notified of such assertion; provided that any failure to notify the Partnership promptly of such assertion shall not relieve the Partnership of its obligation under this clause (d). If any Taxes are required Payments by the Partnership pursuant to this indemnification shall be withheld made within thirty (30) days from any amounts payable the date such Letter of Credit Bank or the L/C Facility Agent makes written demand therefor (in the case of such Letter of Credit Bank, submitted through the L/C Facility Agent), which demand shall be accompanied by a certificate describing in reasonable detail the basis thereof. Each Letter of Credit Bank and the L/C Facility Agent agrees to repay to the Administrative Agent Partnership any refund (including that portion of any interest that was included as part of such refund with respect to Taxes or any Lender hereunderOther Taxes paid by the Partnership pursuant to this (d)) received by such Person for Taxes or Other Taxes that were paid by the Partnership pursuant to this clause (d). (iii) A certificate as to the amount of the claim prepared by the Letter of Credit Bank or the L/C Facility Agent, as the case may be, absent manifest error, shall be final, conclusive and binding for all purposes. (iv) If the Partnership determines in good faith that there is a reasonable basis to contest a Tax or Other Tax, on the request of the Partnership and at the Partnership's expense, the amounts so payable L/C Facility Agent and/or any Letter of Credit Bank shall cooperate with efforts of the Partnership to contest the Administrative Govern mental Authority's imposition of, or the amount of, such Tax or Other Tax (it being understood and agreed that neither the L/C Facility Agent or such Lender Letter of Credit Bank shall be increased have any obligation to contest, or any responsibility for contesting, any such Tax or Other Tax), provided that (x) the Partnership delivers to the extent necessary to yield to the Administrative L/C Facility Agent or such Lender Letter of Credit Bank an opinion of independent tax counsel selected by the Partnership and reasonably acceptable to the L/C Facility Agent or such Letter of Credit Bank to the effect that there is a reasonable possibility of success, (after y) the L/C Facility Agent or such Letter of Credit Bank shall have received from the Partnership, in such form as the L/C Facility Agent or such Letter of Credit Bank shall reasonably deem satisfactory, indemnification and security for any and all actual or anticipated liability, loss, cost or expense arising out of or relating to such amount or the contest thereof, including, but not limited to, all legal and accountants' fees and expenses, penalties, interest and additions to tax, and (z) if the contest shall be conducted in a manner requiring the payment of all Taxesor part of such amount, the Partnership shall have paid the amount required. (v) interest or Within thirty (30) days after the date of any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement. Whenever any payment of Taxes are payable by the BorrowerPartnership, as promptly as possible thereafter the Borrower Partnership shall send furnish to the Administrative Agent for L/C Facility Agent, at its own account address referred to in Section 8.1, the original or for the account of such Lender, 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 to the appropriate taxing authority or fails to remit to the Administrative Agent the required receipts or other required documentary evidence, the Borrower The Partnership shall indemnify the Administrative Agent compensate each Letter of Credit Bank and the Lenders L/C Facility Agent for any incremental taxes, interest or penalties that may become payable all reasonable losses and expenses sustained by the Administrative Agent or any Lender such Letter of Credit Bank as a result of any failure by the Partnership to so furnish such failure. copy of such receipt. (vi) The agreements in obligations of the Partnership under this Section clause (d) shall survive the termination of this Agreement and the payment repayment of the obligations hereunder Reimbursement Obligations and all other amounts payable hereunder. (b) Each Lender that is the LOC Loans but shall not incorporated under survive the laws expiration of the United States statute of America or a state thereof agrees that it will deliver limitations applicable to the Borrower collection of Taxes and the Administrative Agent on or before the latter of the date hereof and the date such Lender becomes a Lender (i) two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be. Each such Lender also agrees to deliver to the Borrower and the Administrative Agent two further copies of said Form W-8BEN or W-8ECI, or successor applicable forms or other manner of certification, as the case may be, on or before the date that any such form previously delivered expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower, and such extensions or renewals thereof as may reasonably be requested by the Borrower or the Administrative Agent, unless in any such case an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender so advises the Borrower and the Administrative Agent. Such Lender shall certify that it is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes and that it is entitled to an exemption from United States backup withholding taxOther Taxes contemplated hereby. (c) If any Lender shall request compensation for costs pursuant to this Section 2.17, (i) such Lender shall make reasonable efforts (which shall not require such Lender to incur a loss or unreimbursed cost or otherwise suffer any disadvantage deemed by it to be significant) to make within thirty (30) days an assignment of its rights and delegation and transfer of its obligations hereunder to another of its offices, branches or affiliates, if such assignment would reduce such costs in the future, (ii) the Borrower may with the consent of the Required Lenders, which consent shall not be unreasonably withheld, secure a substitute bank to replace such Lender which substitute bank shall, upon execution of a counterpart of this Agreement and payment to such Lender of any and all amounts due under this Agreement, be deemed to be a Lender hereunder (any such substitution referred to in clause (ii) shall be accompanied by an amount equal to any loss or reasonable expense incurred by such Lender as a result of such substitution); provided, that this Section 2.17(c) shall not be construed as limiting the liability of the Borrower to indemnify or reimburse such Lender for any costs or expenses the Borrower is required hereunder to indemnify or reimburse.

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 The Purchaser or such Owner shall provide to the Borrower 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 Borrower to be withheld from the Purchaser or such Owner hereunder; provided, that the Purchaser or such Owner’s failure to send such notice shall not relieve the Borrower of its obligation to pay such amounts hereunder. (b) The Borrower shall, to the fullest extent permitted by law and subject to the provisions hereof, pay the Purchaser or such Owner 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 Owner 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 Borrower shall not be obligated to pay the Purchaser or such Owner for any penalties, interest or expenses relating to Indemnified Taxes or Other Taxes arising from the Purchaser or such Owner’s gross negligence or willful misconduct. The Purchaser or such Owner agrees to give notice to the Administrative Agent Borrower of the assertion of any claim against the Purchaser or any Lender hereundersuch Owner relating to such Indemnified Taxes or Other Taxes as promptly as is practicable after being notified of such assertion; provided, that the amounts so payable Purchaser or such Owner’s failure to notify the Borrower promptly of such assertion shall not relieve the Borrower of its obligation under this Section. Payments by the Borrower pursuant to this Section shall be made within thirty (30) days from the date the Purchaser or such Owner makes written demand therefor, which demand shall be accompanied by a certificate describing in reasonable detail the basis thereof. The Purchaser or such Owner agrees to repay to the Administrative Agent Borrower any refund with respect to Indemnified Taxes or Other Taxes paid by the Borrower pursuant to this Section (including that portion of any interest that was included as part of such refund) received by the Purchaser or such Lender shall be increased Owner for Indemnified Taxes or Other Taxes that were paid by the Borrower pursuant to this Section and to contest, with the extent necessary to yield to cooperation and at the Administrative Agent expense of the Borrower, any such Indemnified Taxes or Other Taxes which the Purchaser or such Lender Owner or the Borrower reasonably believes not to have been properly assessed. (c) Within thirty (30) days after the date of any 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 Indemnified Taxes are payable by the Borrower, as promptly as possible thereafter the Borrower shall send furnish to the Administrative Agent for its own account Purchaser or for such Owner, as applicable, the account of such Lender, original or a certified copy of an original official a receipt received by evidencing payment thereof. (d) Without prejudice to the survival of any other agreement of the Borrower showing payment thereof. If hereunder, the agreements and obligations of 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 contained in this Section shall survive the termination of this Agreement and the payment in full of the obligations hereunder and all other amounts payable hereunder. (b) Each Lender that is not incorporated under the laws of the United States of America or a state thereof agrees that it will deliver to the Borrower Bonds and the Administrative Agent on or before the latter of the date hereof and the date such Lender becomes a Lender (i) two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be. Each such Lender also agrees to deliver to the Borrower and the Administrative Agent two further copies of said Form W-8BEN or W-8ECI, or successor applicable forms or other manner of certification, as the case may be, on or before the date that any such form previously delivered expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower, and such extensions or renewals thereof as may reasonably be requested by the Borrower or the Administrative Agent, unless in any such case an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender so advises the Borrower and the Administrative Agent. Such Lender shall certify that it is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes and that it is entitled to an exemption from United States backup withholding tax. (c) If any Lender shall request compensation for costs pursuant to this Section 2.17, (i) such Lender shall make reasonable efforts (which shall not require such Lender to incur a loss or unreimbursed cost or otherwise suffer any disadvantage deemed by it to be significant) to make within thirty (30) days an assignment of its rights and delegation and transfer of its obligations hereunder to another of its offices, branches or affiliates, if such assignment would reduce such costs in the future, (ii) the Borrower may with the consent of the Required Lenders, which consent shall not be unreasonably withheld, secure a substitute bank to replace such Lender which substitute bank shall, upon execution of a counterpart of this Agreement and payment to such Lender of any and all amounts due under this Agreement, be deemed to be a Lender hereunder (any such substitution referred to in clause (ii) shall be accompanied by an amount equal to any loss or reasonable expense incurred by such Lender as a result of such substitution); provided, that this Section 2.17(c) shall not be construed as limiting the liability of the Borrower to indemnify or reimburse such Lender for any costs or expenses the Borrower is required hereunder to indemnify or reimbursethereunder and hereunder.

Net of Taxes Etc. (a) All Any and all payments made by to the Borrower under this Agreement Lender hereunder or with respect to the Loan 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 United States of which the Administrative Agent or such Lender (as the case may be) is organized America or any political subdivision thereof and, from or in the case respect 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 any sum payable hereunder 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 with respect to the Administrative Agent or any Lender hereunderLoan, then (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) the Lender receives an amount equal to the extent necessary to yield to the Administrative Agent or sum it would have received had no such Lender deductions been made, (after payment of all Taxesii) 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 make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the Administrative Agent for its own account relevant taxation authority or for the account of such Lender, a certified copy of an original official receipt received by the Borrower showing payment thereofother authority in accordance with applicable law. If the Borrower fails shall make any payment under this Section to or for the benefit of the Lender with respect to Indemnified Taxes and if the Lender shall claim any credit or deduction for such Indemnified Taxes against any other taxes payable by the Lender to any taxing jurisdiction in the United States of America then the Lender shall pay to the Borrower an amount equal to the amount by which such other taxes are actually reduced; provided, that the aggregate amount payable by the Lender 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 Taxes when due to the appropriate taxing authority present or fails to remit to the Administrative Agent the required receipts future stamp, recording or documentary taxes and any other required documentary evidence, the Borrower shall indemnify the Administrative Agent and the Lenders for any incremental excise or property taxes, interest charges or penalties similar levies 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. (b) Each Lender that is not incorporated arise under the laws of the United States of America or a any state thereof agrees that it will deliver of the United States from any payment made hereunder or under the Loan or from the execution or delivery of this Agreement or the Loan, or otherwise with respect to this Agreement or the Loan (hereinafter referred to as “Other Taxes”). The Lender shall provide to the Borrower within a reasonable time a copy of any written notification it receives with respect to Indemnified Taxes or Other Taxes owing by the Borrower to the Lender hereunder; provided, that the Lender’s failure to send such notice shall not relieve the Borrower of its obligation to pay such amounts hereunder. (b) The Borrower shall, to the fullest extent permitted by law and subject to the Administrative Agent provisions hereof, pay the Lender 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 Lender or before 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 latter of Borrower shall not be obligated to pay the date hereof and Lender for any penalties, interest or expenses relating to Indemnified Taxes or Other Taxes arising from the date such Lender’s gross negligence or willful misconduct. The Lender becomes a Lender (i) two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be. Each such Lender also agrees to deliver give notice to the Borrower and of the Administrative Agent two further copies of said Form W-8BEN or W-8ECI, or successor applicable forms or other manner of certification, as the case may be, on or before the date that any such form previously delivered expires or becomes obsolete or after the occurrence assertion of any event requiring a change in claim against the most recent form previously delivered by it Lender relating to the Borrower, and such extensions Indemnified Taxes or renewals thereof Other Taxes as may reasonably be requested promptly as is practicable after being notified of such assertion. Payments by the Borrower or the Administrative Agent, unless in any such case an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender so advises the Borrower and the Administrative Agent. Such Lender shall certify that it is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes and that it is entitled to an exemption from United States backup withholding tax. (c) If any Lender shall request compensation for costs pursuant to this Section 2.17, (i) such Lender shall make reasonable efforts (which shall not require such Lender to incur a loss or unreimbursed cost or otherwise suffer any disadvantage deemed by it to be significant) to make made within thirty (30) days an assignment of its rights and delegation and transfer of its obligations hereunder to another of its offices, branches or affiliates, if such assignment would reduce such costs in from the future, (ii) date the Borrower may with the consent of the Required LendersLender makes written demand therefor, which consent shall not be unreasonably withheld, secure a substitute bank to replace such Lender which substitute bank shall, upon execution of a counterpart of this Agreement and payment to such Lender of any and all amounts due under this Agreement, be deemed to be a Lender hereunder (any such substitution referred to in clause (ii) demand shall be accompanied by an amount equal a certificate describing in reasonable detail the basis thereof. Notwithstanding anything herein to any loss or reasonable expense incurred by such Lender as a result of such substitution); providedthe contrary, that this Section 2.17(c) the Borrower shall not be construed obligated to pay the Lender for any Indemnified Taxes or Other Taxes paid by the Lender more than three (3) years prior to the demand by the Lender under this Section. The Lender agrees to repay to the Borrower any refund (including that portion of any interest that was included as limiting part of such refund) with respect to Indemnified Taxes or Other Taxes paid by the liability Borrower pursuant to this Section received by the Lender for Indemnified Taxes or Other Taxes that were paid by the Borrower pursuant to this Section and to contest, with the cooperation and at the expense of the Borrower, any such Indemnified Taxes or Other Taxes which the Lender or the Borrower reasonably believes not to have been properly assessed. (c) Within thirty (30) days after the date of any payment of Indemnified Taxes by the Borrower, the Borrower shall furnish to the Lender the original or a certified copy of a receipt evidencing payment thereof. (d) Without prejudice to the survival of any other agreement of the Borrower to indemnify or reimburse such Lender for any costs or expenses hereunder, the agreements and obligations of the Borrower is required hereunder to indemnify or reimbursecontained in this Section shall survive the termination of this Loan Agreement and the payment in full of the Loan.

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 The Purchaser or such Owner shall provide to the Borrower 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 Borrower to be withheld from the Purchaser or such Owner hereunder; provided, that the Purchaser or such Owner’s failure to send such notice shall not relieve the Borrower of its obligation to pay such amounts hereunder. (b) The Borrower shall, to the fullest extent permitted by law and subject to the provisions hereof, pay the Purchaser or such Owner 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 Owner 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 Borrower shall not be obligated to pay the Purchaser or such Owner for any penalties, interest or expenses relating to Indemnified Taxes or Other Taxes arising from the Purchaser or such Owner’s gross negligence or willful misconduct. The Purchaser or such Owner agrees to give notice to the Administrative Agent Borrower of the assertion of any claim against the Purchaser or any Lender hereundersuch Owner relating to such Indemnified Taxes or Other Taxes as promptly as is practicable after being notified of such assertion; provided, that the amounts so payable Purchaser or such Owner’s failure to notify the Borrower promptly of such assertion shall not relieve the Borrower of its obligation under this Section. Payments by the Borrower pursuant to this Section shall be made within thirty (30) days from the date the Purchaser or such Owner makes written demand therefor, which demand shall be accompanied by a certificate describing in reasonable detail the basis thereof. The Purchaser or such Owner agrees to repay to the Administrative Agent Borrower any refund (including that portion of any interest that was included as part of such refund) with respect to Indemnified Taxes or Other Taxes paid by the Borrower pursuant to this Section received by the Purchaser or such Lender shall be increased Owner for Indemnified Taxes or Other Taxes that were paid by the Borrower pursuant to this Section and to contest, with the extent necessary to yield to cooperation and at the Administrative Agent expense of the Borrower, any such Indemnified Taxes or Other Taxes which the Purchaser or such Lender Owner or the Borrower reasonably believes not to have been properly assessed. (c) Within thirty (30) days after the date of any 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 Indemnified Taxes are payable by the Borrower, as promptly as possible thereafter the Borrower shall send furnish to the Administrative Agent for its own account Purchaser or for such Owner, as applicable, the account of such Lender, original or a certified copy of an original official a receipt received by evidencing payment thereof. (d) Without prejudice to the survival of any other agreement of the Borrower showing payment thereof. If hereunder, the agreements and obligations of 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 contained in this Section shall survive the termination of this Agreement and the payment in full of the obligations hereunder and all other amounts payable hereunder. (b) Each Lender that is not incorporated under the laws of the United States of America or a state thereof agrees that it will deliver to the Borrower Bonds and the Administrative Agent on or before the latter of the date hereof and the date such Lender becomes a Lender (i) two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be. Each such Lender also agrees to deliver to the Borrower and the Administrative Agent two further copies of said Form W-8BEN or W-8ECI, or successor applicable forms or other manner of certification, as the case may be, on or before the date that any such form previously delivered expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower, and such extensions or renewals thereof as may reasonably be requested by the Borrower or the Administrative Agent, unless in any such case an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender so advises the Borrower and the Administrative Agent. Such Lender shall certify that it is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes and that it is entitled to an exemption from United States backup withholding tax. (c) If any Lender shall request compensation for costs pursuant to this Section 2.17, (i) such Lender shall make reasonable efforts (which shall not require such Lender to incur a loss or unreimbursed cost or otherwise suffer any disadvantage deemed by it to be significant) to make within thirty (30) days an assignment of its rights and delegation and transfer of its obligations hereunder to another of its offices, branches or affiliates, if such assignment would reduce such costs in the future, (ii) the Borrower may with the consent of the Required Lenders, which consent shall not be unreasonably withheld, secure a substitute bank to replace such Lender which substitute bank shall, upon execution of a counterpart of this Agreement and payment to such Lender of any and all amounts due under this Agreement, be deemed to be a Lender hereunder (any such substitution referred to in clause (ii) shall be accompanied by an amount equal to any loss or reasonable expense incurred by such Lender as a result of such substitution); provided, that this Section 2.17(c) shall not be construed as limiting the liability of the Borrower to indemnify or reimburse such Lender for any costs or expenses the Borrower is required hereunder to indemnify or reimbursethereunder and hereunder.