Common use of No Deduction for Certain Taxes Clause in Contracts

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges, or withholdings, and all liabilities with respect thereto, other than taxes imposed on the income and franchise taxes imposed on the Agent, any Bank, or the Applicable Lending Office thereof by any jurisdiction in which any such entity is a citizen or resident or any political subdivision of such jurisdiction (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings, and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to the Agent, any Bank, or the Applicable Lending Office thereof, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.11), such Person 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 pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges, charges or withholdings, and all liabilities with respect thereto, other than excluding, in the case of each Bank, each Issuing Bank, and the Agent, taxes imposed on the income its income, and franchise taxes imposed on it, by the Agentjurisdiction under the laws of which such Bank, any such Issuing Bank, or the Applicable Lending Office thereof by any jurisdiction in which any such entity Agent (as the case may be) is a citizen or resident organized or any political subdivision of such the jurisdiction (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings, withholdings and liabilities being hereinafter referred to as "Taxes")) and, in the case of each Bank and each Issuing Bank, Taxes by the jurisdiction of such Bank's Applicable Lending Office or any political subdivision of such jurisdiction. If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to the Agentany Bank, any Issuing Bank, or the Applicable Lending Office thereofAgent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.11), such Person Bank, such Issuing Bank, or the Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; (ii) provided, however, that if the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted Borrower's obligation to the relevant taxation authority deduct or other authority in accordance with applicable law.withhold Taxes is caused solely by such

No Deduction for Certain Taxes. Any and all payments by the Borrower each Obligor shall be made free and clear of and without deduction for any and all present and future taxes, levies, imposts, deductions, charges or future withholdings, and all liabilities with respect thereto, excluding, in the case of each Secured Party, taxes imposed on its income by the jurisdiction under the laws of which such Secured Party is organized or any political subdivision of the jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, or withholdings, and all liabilities with respect thereto, other than taxes imposed on the income and franchise taxes imposed on the Agent, any Bank, or the Applicable Lending Office thereof by any jurisdiction in which any such entity is a citizen or resident or any political subdivision of such jurisdiction (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings, withholdings and liabilities being hereinafter referred to as "“Taxes")”) and, in the case of each Secured Party, Taxes by the jurisdiction of such Secured Party’s Funding Office or any political subdivision of such jurisdiction. If the Borrower any Obligor shall be required by law to deduct any Taxes from or in respect of any sum payable to the Agent, any Bank, or the Applicable Lending Office thereofSecured Party, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.114.1), such Person Secured Party receives an amount equal to the sum it would have received had no such deductions been made; (ii) the Borrower such Obligor shall make such deductions; and (iii) the Borrower such Obligor shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable lawApplicable Law.

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges, or withholdings, and all liabilities with respect thereto, other than taxes imposed on the income of, and franchise taxes imposed on in lieu of net income taxes on, the Administrative Agent, any Bank, or the Applicable Lending Office thereof by any jurisdiction in which any such entity is a present or former citizen or resident or any political subdivision of such jurisdiction (other than any such connection arising solely from the Administrative Agent, such Bank, or the Applicable Lending Office having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Letter of Credit Document) (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings, and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes or Other Taxes from or in respect of any sum payable to the Administrative Agent, any Bank, or the Applicable Lending Office thereof, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.112.12), such Person 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 pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by the Borrower to Bank shall be made made, in accordance with the provisions of this Agreement, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges, or withholdings, withholdings and all liabilities with respect thereto, other than excluding, in the case of Bank, taxes imposed on the its income and franchise taxes imposed on it by the Agent, any Bank, or jurisdiction under the Applicable Lending Office thereof by any jurisdiction in laws of which any such entity Bank is a citizen or resident organized or any political subdivision of such jurisdiction (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings, and liabilities being hereinafter referred to as "“Taxes"”). If the Borrower an Obligor shall be required by law to deduct any Taxes from or in respect of any sum payable to the Agent, any Bank, or the Applicable Lending Office thereof, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.11)deductions, such Person Bank receives an amount equal to the sum it would have received had no such deductions been made; (ii) the Borrower such Obligor shall make such deductions; and (iii) the Borrower such Obligor shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made made, in accordance with Section 2.07, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges, charges or withholdings, and all liabilities with respect thereto, other than excluding, in the case of each Lender and the Administrative Agent, taxes imposed on the income its income, and franchise taxes imposed on it, by the Agent, any Bank, jurisdiction under the laws of which such Lender or the Applicable Lending Office thereof by any jurisdiction in which any such entity Administrative Agent (as the case may be) is a citizen or resident organized or any political subdivision of such the jurisdiction (all such nonexcluded non-excluded taxes, levies, imposts, deductions, charges, withholdings, withholdings and liabilities being hereinafter referred to as "“Taxes")”) and, in the case of each Lender, Taxes by the jurisdiction of such Lender’s Applicable Lending Office or any political subdivision of such jurisdiction. If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to the Agent, any Bank, Lender or the Applicable Lending Office thereof, Administrative Agent: (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.11), such Person Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such Lender’s or the Administrative Agent’s failure to provide the forms described in Section 2.11(d) and such Lender or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by or on account of any Obligations of the Borrower shall be made made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges, or withholdings, and all liabilities with respect thereto, other than taxes imposed on the income and franchise taxes imposed on the Agent, any Bank, or the Applicable Lending Office thereof by any jurisdiction in which any such entity is a citizen or resident or any political subdivision of such jurisdiction (all such nonexcluded taxes, levies, impostsduties, deductions, chargeswithholdings (including all backup withholding), withholdingsassessments, and liabilities being hereinafter referred fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto (collectively, “Taxes”), except as "Taxes")required by applicable law. If the Borrower shall be required by law (as determined in the good faith discretion of the Borrower) to deduct any Taxes from or in respect of any sum payable to the Agent, any Bank, Lender or the Applicable Lending Office thereofAdministrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.11), such Person Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that (y) if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such Lender’s or the Administrative Agent’s failure to provide the forms described in paragraphs (f) or (g) of this Section 2.11 and such Lender or the Administrative Agent is legally entitled to do so or (z) such Tax is an Excluded Tax, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable lawLegal Requirements.

No Deduction for Certain Taxes. Any and all payments by the ------------------------------ Borrower shall be made made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges, charges or withholdings, and all liabilities with respect thereto, other than excluding, in the case of each Lender, Issuing Bank, and the Administrative Agent, taxes imposed on the income its income, and franchise taxes imposed on it, by the Agentjurisdiction under the laws of which such Lender, any Issuing Bank, or the Applicable Lending Office thereof by any jurisdiction in which any such entity Administrative Agent (as the case may be) is a citizen or resident organized or any political subdivision of such the jurisdiction (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings, withholdings and liabilities being hereinafter referred to as "Taxes")) and, in the case of each Lender and Issuing Bank, Taxes by the ----- jurisdiction of such Lender's Applicable Lending Office or any political subdivision of such jurisdiction. If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to the Agentany Lender, any Issuing Bank, or the Applicable Lending Office thereofAdministrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.11), such Person 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 pay the full amount deducted to the relevant taxation authority Lender, Issuing Bank, or other authority in accordance with applicable law.the

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges, or withholdings, and all liabilities with respect thereto, other than taxes imposed on the income and franchise taxes imposed on the Agent, any Bank, or the Applicable Lending Office thereof by any jurisdiction in which any such entity is a citizen or resident or any political subdivision of such jurisdiction (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings, and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to the Agent, any Bank, or the Applicable Lending Office thereof, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.112.10), such Person 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 pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by the Borrower hereunder or under the Note shall be made made, in accordance with Section 2.09, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges, charges or withholdings, and all liabilities with respect thereto, other than excluding taxes imposed on the income Bank's income, and franchise taxes imposed on it, by the Agent, any Bank, or jurisdiction under the Applicable Lending Office thereof by any jurisdiction in laws of which any such entity the Bank is a citizen or resident organized or any political subdivision of such the jurisdiction (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings, withholdings and liabilities being hereinafter referred to as "Taxes")) and Taxes by the jurisdiction of the Bank's Applicable Lending Office or any political subdivision of such jurisdiction. If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to the Agent, any Bank, or the Applicable Lending Office thereof, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.112.10), such Person the Bank 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 pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made made, in accordance with Section 2.07, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges, charges or withholdings, and all liabilities with respect thereto, other than excluding, in the case of the Lender, taxes imposed on it, by the income and franchise taxes imposed on jurisdiction under the Agent, any Bank, or laws of which the Applicable Lending Office thereof by any jurisdiction in which any such entity Lender is a citizen or resident organized or any political subdivision of such the jurisdiction (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to the Agent, any Bank, or the Applicable Lending Office thereofLender, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.112.08), such Person the Lender 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 pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable lawLegal Requirements.

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges, or withholdings, and all liabilities with respect thereto, other than taxes imposed on the income of and franchise taxes imposed on the Agent, any Bank, or the Applicable Lending Office thereof by any jurisdiction in which any such entity is a citizen or resident or any political subdivision of such jurisdiction (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings, and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to the Agent, any Bank, or the Applicable Lending Office thereof, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.112.10), such Person 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 pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by the Borrower to or for the account of any Bank or the Agent hereunder or under any other Credit Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges, charges or withholdings, and all liabilities with respect theretoto such payments, other than excluding, in the case of each Bank and the Agent, taxes imposed on the income its income, and franchise taxes imposed on the Agent, any Bank, or the Applicable Lending Office thereof by any jurisdiction in which any such entity is a citizen or resident or any political subdivision of such jurisdiction it (all such nonexcluded non-excluded taxes, duties, levies, imposts, deductions, charges, withholdings, and liabilities with respect to such payments being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable under this Agreement or any other Credit Document to any Bank or the Agent, any Bank, or the Applicable Lending Office thereof, (i) the sum payable shall be increased as may be necessary so that, that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.11), ) such Person Bank or the Agent 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 pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law, and (iv) the Borrower shall furnish to the Agent written evidence of payment thereof.

No Deduction for Certain Taxes. Any and all payments by the Borrower hereunder or under the Notes shall be made made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges, charges or withholdings, and all liabilities with respect thereto, other than excluding, in the case of each Bank, the Issuing Bank and the Agent, taxes imposed on the income its income, and franchise taxes imposed on it, by the Agent, any jurisdiction under the laws of which such Bank, the Issuing Bank or the Applicable Lending Office thereof by any jurisdiction in which any such entity Agent (as the case may be) is a citizen or resident organized or any political subdivision of such jurisdiction thereof (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings, withholdings and liabilities being hereinafter referred to as "Taxes")) and, in the case of each Bank, the Issuing Bank and the Agent, Taxes by the jurisdiction of such Bank's or the Issuing Banks Applicable Lending Office or any political subdivision thereof. If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to the Agent, any Bank, the Issuing Bank or the Applicable Lending Office thereofAgent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.11), such Person Bank, the Issuing Bank or the Agent (as the case may be) 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 pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges, or withholdings, and all liabilities with respect thereto, other than taxes imposed on the income and franchise taxes imposed on the Agent, any Bank, or the Applicable Lending Office thereof by any jurisdiction in which any such entity is a citizen or resident or any political subdivision of such jurisdiction (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings, and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to the Agent, any Bank, or the Applicable Lending Office thereof, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.112.12), such Person 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 pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. However, to the extent that such Person later receives any refunds of the amount of the taxes withheld by the Borrower, through direct payment to such Person or by tax credits on other taxes owed by such Person which the Borrower is not obligated to pay, the amount of such refund so received shall be refunded to the Borrower.

No Deduction for Certain Taxes. Any and all payments by the Borrower hereunder or under the Note shall be made made, in accordance with Section 2.09, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges, charges or withholdings, and all liabilities with respect thereto, other than excluding taxes imposed on the income Bank's income, and franchise taxes imposed on it, by the Agent, any Bank, or jurisdiction under the Applicable Lending Office thereof by any jurisdiction in laws of which any such entity the Bank is a citizen or resident organized or any political subdivision thereof and by the jurisdiction of such jurisdiction the Bank's Applicable Lending Office or any political subdivision thereof (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to the Agent, any Bank, or the Applicable Lending Office thereof, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.112.10), such Person the Bank 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 pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made free and clear of and without deduction for any and all present or future Taxes, excluding, in the case of the Lender, taxes imposed on its income by the jurisdiction under the laws of which the Lender is organized or any political subdivision of the jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, or withholdings, and all liabilities with respect thereto, other than taxes imposed on the income and franchise taxes imposed on the Agent, any Bank, or the Applicable Lending Office thereof by any jurisdiction in which any such entity is a citizen or resident or any political subdivision of such jurisdiction (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings, withholdings and liabilities being hereinafter referred to as "“Indemnified Taxes"”). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to the Agent, any Bank, or the Applicable Lending Office thereofLender, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.112.9). the Lender, such Person 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 pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable lawApplicable Law.

No Deduction for Certain Taxes. Any and all payments by the Borrower Company shall be made made, in accordance with this Section 2.11, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges, charges or withholdings, withholdings and all liabilities with respect thereto, other than taxes excluding in the case of each LC Participant and the Agents, taxes, levies, imposts, deductions, charges or withholdings that are imposed on the or measured by its overall net income or receipts, and franchise taxes imposed on it by either the Agent, any Bank, jurisdiction under the laws of which such LC Participant or such Agent (as the Applicable Lending Office thereof by any jurisdiction in which any such entity case may be) is a citizen or resident organized or any political subdivision of that jurisdiction or the jurisdiction of such jurisdiction LC Participant's Applicable Lending Office or principal executive office or any political subdivision of that jurisdiction, and all liabilities with respect thereto (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings, withholdings and liabilities being hereinafter referred to as "Taxes"), except as may otherwise be required by applicable law. If the Borrower Company shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to the Agent, any Bank, LC Participant or the Applicable Lending Office thereofAgents, (i) the sum payable shall be increased as may be by the amount necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.11)deductions, such Person LC Participant or such Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; , (ii) the Borrower Company shall make such deductions; and (iii) the Borrower Company shall pay the full amount deducted to the relevant taxation taxing authority or other authority Governmental Authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made made, in accordance with Section 2.8, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges, charges or withholdings, and all liabilities with respect thereto, other than excluding, in the case of each Lender, taxes imposed on the income its income, and franchise taxes imposed on it, by the Agent, any Bank, or jurisdiction under the Applicable Lending Office thereof by any jurisdiction in laws of which any such entity each Lender is a citizen or resident organized or any political subdivision of such the jurisdiction (all such nonexcluded non-excluded taxes, levies, imposts, deductions, charges, withholdings, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to the Agent, any Bank, or the Applicable Lending Office thereofeach Lender, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.112.27), such Person each Lender 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 pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. In addition, the Borrower agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made or from the execution, delivery or registration of, or otherwise with respect to, this Agreement, the Notes, or the other Loan Documents (hereinafter referred to as "Other Taxes").

No Deduction for Certain Taxes. Any and all payments by the Borrower of Eurodollar Rate Advances shall be made made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges, charges or withholdings, and all liabilities with respect thereto, other than excluding taxes imposed on the income Bank's income, and franchise taxes imposed on it, by the Agent, any Bank, or jurisdiction under the Applicable Lending Office thereof by any jurisdiction in laws of which any such entity the Bank is a citizen or resident organized or any political subdivision of such the jurisdiction (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings, withholdings and liabilities being hereinafter referred to as "Taxes")) and Taxes by the jurisdiction of the Bank's Applicable Lending Office or any political subdivision of such jurisdiction. If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to the Agent, any Bank, or the Applicable Lending Office thereof, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.11), such Person the Bank receives an amount equal to the sum it would have received had no such deductions been made; (ii) . In addition, the Borrower shall make such deductions; and (iii) agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made or from the Borrower shall pay execution, delivery or registration of, or otherwise with respect to, this Agreement, the full amount deducted to Note, or the relevant taxation authority or other authority in accordance with applicable lawCredit Documents.

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges, or withholdings, and all liabilities with respect thereto, other than excluding, in the case of each Bank, taxes imposed on the its income and franchise or similar taxes imposed on it by the Agentjurisdiction under the laws of which such Bank is organized or in which its principal executive office is located or, any in the case of each Bank, or the such Bank's Applicable Lending Office thereof by any jurisdiction in which any such entity is a citizen or resident Office, or any political subdivision of any such jurisdiction (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings, and liabilities being hereinafter referred to as "Taxes"). If Unless the Bank can prevent withholding by complying with Section 2.11(e), if the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to the Agent, any Bank, or the Applicable Lending Office thereof, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.11), such Person Bank 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 pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made made, in accordance with Section 2.07, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges, charges or withholdings, and all liabilities with respect thereto, other than excluding, in the case of the Lender, taxes imposed on it, by the income and franchise taxes imposed on jurisdiction under the Agent, any Bank, or laws of which the Applicable Lending Office thereof by any jurisdiction in which any such entity Lender is a citizen or resident organized or any political subdivision of such the jurisdiction (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to the Agent, any Bank, or the Applicable Lending Office thereofLender, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.112.08), such Person the Lender 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 pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable lawLegal Requirements.

No Deduction for Certain Taxes. Any and all payments by the Borrower hereunder or under the Notes shall be made made, in accordance with Section 2.08, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges, charges or withholdings, and all liabilities with respect thereto, other than excluding, in the case of each Bank and the Agent, taxes imposed on the income its income, and franchise taxes imposed on it, by the Agent, any Bank, jurisdiction under the laws of which such Bank or the Applicable Lending Office thereof by any jurisdiction in which any such entity Agent (as the case may be) is a citizen or resident organized or any political subdivision thereof and, in the case of each Bank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such jurisdiction Bank's Applicable Lending Office or any political subdivision thereof (all such nonexcluded non-excluded taxes, levies, imposts, deductions, charges, withholdings, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Note to any Bank or the Agent, any Bank, or the Applicable Lending Office thereof, (i) the sum payable shall be increased as may be necessary so that, that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.11), 2.10) such Person Bank or the Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; , (ii) the Borrower shall make such deductions; deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by the Borrower Borrowers shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges, or withholdings, and all liabilities with respect thereto, other than taxes imposed on the income and franchise taxes imposed on the Agent, any Bank, or the Applicable Lending Office thereof by any jurisdiction in which any such entity is a citizen or resident or any political subdivision of such jurisdiction (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings, and liabilities being hereinafter referred to as "Taxes"). If the any Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to the Agent, any Bank, or the Applicable Lending Office thereof, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.112.10), such Person receives an amount equal to the sum it would have received had no such deductions been made; (ii) the such Borrower shall make such deductions; and (iii) the such Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by or on account of any Obligations of the Borrower shall be made made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges, or withholdings, and all liabilities with respect thereto, other than taxes imposed on the income and franchise taxes imposed on the Agent, any Bank, or the Applicable Lending Office thereof by any jurisdiction in which any such entity is a citizen or resident or any political subdivision of such jurisdiction (all such nonexcluded taxes, levies, impostsduties, deductions, chargeswithholdings (including all backup withholding), withholdingsassessments, and liabilities being hereinafter referred fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto (collectively, “Taxes”), except as "Taxes")required by applicable law. If the Borrower or Administrative Agent shall be required by law (as determined in the good faith discretion of the Borrower or Administrative Agent, as applicable) to deduct any Taxes from or in respect of any sum payable to the Agent, any Bank, Lender or the Applicable Lending Office thereofAdministrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.11), such Person Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that (y) if the Borrower’s or Administrative Agent’s obligation to deduct or withhold Taxes is caused solely by such Lender’s or the Administrative Agent’s failure to comply with paragraphs (f) and (g) of this Section 2.11 or (z) such Tax is an Excluded Tax, no such increase shall be required; (ii) the Borrower or Administrative Agent, as applicable, shall make such deductions; and (iii) the Borrower or Administrative Agent, as applicable, shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable lawLegal Requirements.

No Deduction for Certain Taxes. Any and all payments by or on account of any Obligations of the Borrower shall be made made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges, or withholdings, and all liabilities with respect thereto, other than taxes imposed on the income and franchise taxes imposed on the Agent, any Bank, or the Applicable Lending Office thereof by any jurisdiction in which any such entity is a citizen or resident or any political subdivision of such jurisdiction (all such nonexcluded taxes, levies, impostsduties, deductions, chargeswithholdings (including all backup withholding), withholdingsassessments, and liabilities being hereinafter referred fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto (collectively, “Taxes”), except as "Taxes")required by applicable law. If the Borrower or Administrative Agent shall be required by law (as determined in the good faith discretion of the Borrower or Administrative Agent, as applicable) to deduct any Taxes from or in respect of any sum payable to the Agent, any Bank, Lender or the Applicable Lending Office thereofAdministrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.11), such Person Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that (y) if the Borrower’s or Administrative Agent’s obligation to deduct or withhold Taxes is caused solely by such Lender’s or the Administrative Agent’s failure to comply with paragraphs (f) and (g) of this Section 2.11 or (z) such Tax is an Excluded Tax, no such increase shall be required; (ii) the Borrower or Administrative Agent, as applicable, shall make such deductions; and (iii) the Borrower or Administrative Agent, as applicable, shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.Legal Requirements. (b)

No Deduction for Certain Taxes. Any and all payments by the Borrower to or for the account of any Bank or the Administrative Agent hereunder or under any other Credit Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges, charges or withholdings, and all liabilities with respect theretoto such payments, other than excluding, in the case of each Bank and the Administrative Agent, taxes imposed on the income its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Bank or the Administrative Agent, any Bankas the case may be, or the Applicable Lending Office thereof by any jurisdiction in which any such entity is a citizen or resident or any political subdivision of such jurisdiction organized (all such nonexcluded non-excluded taxes, duties, levies, imposts, deductions, charges, withholdings, withholdings and liabilities with respect to such payments being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable under this Agreement or any other Credit Document to the Agent, any Bank, Bank or the Applicable Lending Office thereofAdministrative Agent, (i) the sum payable shall be increased as may be necessary so that, that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.11), ) such Person Bank or the Administrative Agent 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 pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law, and (iv) the Borrower shall furnish to the Administrative Agent written evidence of payment thereof.

No Deduction for Certain Taxes. Any and all payments by the Borrower Borrowers shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges, or withholdings, and all liabilities with respect thereto, other than taxes imposed on the income and franchise taxes imposed on the Administrative Agent, any Bank, or the Applicable Lending Office thereof by any jurisdiction in which any such entity is a citizen or resident or any political subdivision of such jurisdiction (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings, and liabilities being hereinafter referred to as "“Taxes"”). If the Borrower Borrowers shall be required by law to deduct any Taxes from or in respect of any sum payable to the Administrative Agent, any Bank, or the Applicable Lending Office thereof, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.11), such Person receives an amount equal to the sum it would have received had no such deductions been made; (ii) the Borrower Borrowers shall make such deductions; and (iii) the Borrower Borrowers shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges, or withholdings, and all liabilities with respect thereto, other than taxes imposed on the income of and franchise taxes imposed on the Agent, any Bank, or the Applicable Lending Office thereof by any jurisdiction in which any such entity is a citizen or resident or any political subdivision of such jurisdiction (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings, and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to the Agent, any Bank, or the Applicable Lending Office thereof, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.11), such Person 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 pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by the ------------------------------ Borrower shall be made made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges, charges or withholdings, and all liabilities with respect thereto, other than excluding, in the case of each Bank, the Issuing Bank, and the Administrative Agent, taxes imposed on the income its income, and franchise taxes imposed on it, by the Agentjurisdiction under the laws of which such Bank, any the Issuing Bank, or the Applicable Lending Office thereof by any jurisdiction in which any such entity Administrative Agent (as the case may be) is a citizen or resident organized or any political subdivision of such the jurisdiction (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings, withholdings and liabilities being hereinafter referred to as "Taxes")) and, in the case of each Bank and the Issuing Bank, Taxes by the jurisdiction of such Bank's Applicable Lending Office or any political subdivision of such jurisdiction. If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any Bank, the Agent, any Issuing Bank, or the Applicable Lending Office thereofAdministrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.11), such Person receives an amount equal to Bank, the sum it would have received had no such deductions been made; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.Issuing

No Deduction for Certain Taxes. Any and all payments by the Borrower under any of the Credit Documents to the Administrative Agent, the Issuing Lender, the Swing Line Lender or a Lender shall be made made, in accordance with Section 2.12, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges, or withholdings, and all liabilities with respect thereto, other than taxes imposed on excluding, in the income and franchise taxes imposed on case of the Administrative Agent, any Bankthe Issuing Lender, the Swing Line Lender or a Lender, Taxes; provided that, with respect to an additional interest in Advances acquired by a Lender as an assignee, such Lender shall be entitled to receive additional amounts from the Applicable Lending Office thereof by any jurisdiction in which any Borrower pursuant to this Section 2.13 with respect to such entity is a citizen or resident or any political subdivision additional interest only to the extent that the assignor was entitled, at the time of such jurisdiction (all such nonexcluded taxesassignment, leviesto receive additional amounts from the Borrower pursuant to this Section 2.13. Except as provided in Section 2.13(f), imposts, deductions, charges, withholdings, and liabilities being hereinafter referred to as "Taxes"). If if the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to the Administrative Agent, the Issuing Lender, the Swing Line Lender or any Bank, or the Applicable Lending Office thereofLender, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.112.13), such Person Lender 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 pay the full amount deducted to the relevant taxation authority Governmental Authority or other authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges, charges or withholdings, and all liabilities with respect thereto, other than excluding, in the case of each Lender and the Administrative Agent, taxes imposed on its income by the income and franchise taxes imposed on jurisdiction under the Agent, any Bank, laws of which such Lender or the Applicable Lending Office thereof by any jurisdiction in which any such entity Administrative Agent (as the case may be) is a citizen or resident organized or any political subdivision of such the jurisdiction (all such nonexcluded non-excluded taxes, levies, imposts, deductions, charges, withholdings, withholdings and liabilities being hereinafter referred to as "“Taxes")”) and, in the case of each Lender, Taxes by the jurisdiction of such Lender’s Funding Office or any political subdivision of such jurisdiction. If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to the Agent, any Bank, Lender or the Applicable Lending Office thereofAdministrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.113.1), such Person Lender or the Administrative Agent (as the case may be) 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 pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable lawApplicable Law.

No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges, or withholdings, and all liabilities with respect thereto, other than taxes imposed on the income and franchise taxes imposed on the Agent, any Bank, or the Applicable Lending Office thereof by any jurisdiction in which any such entity is a citizen or resident or any political subdivision of such jurisdiction (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings, and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to the Agent, any Bank, or the Applicable Lending Office thereof, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.11), such Person 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 pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. Each Bank agrees to use commercially reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such designation would avoid or reduce the effect of this paragraph and would not, in the reasonable judgment of the Bank, be otherwise disadvantageous to such Bank.