Common use of No Deduction for Certain Taxes Clause in Contracts

No Deduction for Certain Taxes. Any and all payments by or on account of any Obligations of the Borrower shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including all backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto (collectively, “Taxes”), except as required by applicable law, excluding, (i) in the case of each Bank, each Issuing Bank, and the Administrative Agent, taxes imposed on its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Bank, such Issuing Bank, or the Administrative Agent (as the case may be) is organized or any political subdivision of such jurisdiction or by the jurisdiction of such Bank’s Applicable Lending Office or any political subdivision of such jurisdiction and (ii) any U.S. federal withholding tax imposed pursuant to Sections 1471 through 1474 of the Code (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), including any current or future implementing Treasury Regulations and administrative pronouncements thereunder (collectively, “FATCA”), and (iii) any withholding tax imposed on amounts payable to or for the account of any Bank, Issuing Bank or the Administrative Agent with respect to an applicable interest in an Advance or Commitment pursuant to a law in effect on the date on which such Bank, Issuing Bank or the Administrative Agent acquires such interest in the Advance or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.14) or designates a new Applicable Lending Office, except in each case to the extent that, pursuant to this Section 2.11(a) or Section 2.11(c), amounts with respect to such Taxes were payable either to such Bank’s, Issuing Bank’s or the Administrative Agent’s assignor immediately before such Person became a party hereto or to such Bank or Issuing Bank immediately before it changed its Applicable Lending Office (all such excluded Taxes in respect of payments hereunder or under any Credit Document being referred to as “Excluded Taxes”, and all Taxes other than Other Taxes and Excluded Taxes being referred to as “Indemnified Taxes”). 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 any Bank, any Issuing Bank, or the 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 Bank, such Issuing Bank, 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 Bank’s, such Issuing Bank’s, or the Administrative Agent’s failure to provide the forms described in paragraph (g) of this Section 2.11 and such Bank, such Issuing Bank, 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 Legal Requirements. For purposes of determining withholding Taxes imposed under FATCA, from and after the effective date of this Agreement, the Borrower and the Administrative Agent shall treat (and the Banks hereby authorize the Administrative Agent to treat) this Agreement as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

No Deduction for Certain Taxes. Any and all payments by or on account behalf of any Obligations Credit Party under or with respect to any of the Borrower Credit Documents to the Administrative Agent or a Lender shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all Taxes, excluding, in the case of the Administrative Agent or a Lender, (i) Taxes imposed on or measured by its net income or profits (however denominated) and franchise (or margin) Taxes imposed on it by the jurisdiction (or any political subdivision thereof) (A) under the laws of which (or under the laws of a political subdivision of which) it is organized or in which its principal executive office is located or, in the case of a Lender, the laws of which (or under the laws of a political subdivision of which) such Lender’s applicable Lending Office is located, or (B) as a result of a present or future taxesformer connection between it and the jurisdiction (or any political subdivision thereof) imposing such Tax (other than any such connection arising solely from it having executed, leviesdelivered or performed its obligations or received a payment under, impostsor enforced, duties, deductions, withholdings this Agreement or any other Credit Document); (including all backup withholding), assessments, fees ii) branch profits Taxes imposed by the United States of America or other charges any -30- NY\6260051.12 similar Taxes imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto (collectively, “Taxes”), except as required by applicable law, excluding, jurisdiction described in (i); (iii) in the case of each Banka Lender other than a Lender that becomes a party to this Agreement or any other Credit Document pursuant to an Assignment and Acceptance, each Issuing Bank, and the Administrative Agent, taxes any Taxes imposed on its net income, and franchise taxes imposed on it, by the jurisdiction under United States of America by means of withholding at the laws of which such Bank, such Issuing Bank, or the Administrative Agent (as the case may be) is organized or any political subdivision of such jurisdiction or by the jurisdiction of such Bank’s Applicable Lending Office or any political subdivision of such jurisdiction and (ii) any U.S. federal withholding tax imposed pursuant to Sections 1471 through 1474 of the Code (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), including any current or future implementing Treasury Regulations and administrative pronouncements thereunder (collectively, “FATCA”), and (iii) any withholding tax imposed on amounts payable to or for the account of any Bank, Issuing Bank or the Administrative Agent with respect to an applicable interest in an Advance or Commitment source pursuant to a law in effect on the date on which such Bank, Issuing Bank or the Administrative Agent acquires such interest a Lender becomes a Lender hereunder; (iv) in the Advance case of any Lender that becomes a party to this Agreement or Commitment (any other than Credit Document pursuant to an assignment request Assignment and Acceptance, any Taxes imposed by the Borrower under Section 2.14) or designates a new Applicable Lending OfficeUnited States of America by means of withholding at the source, except in each case to the extent that, pursuant to this Section 2.11(a) or Section 2.11(c)2.11, amounts with respect to such Taxes were payable either to such Bank’s, Issuing Bank’s or the Administrative AgentLender’s assignor immediately before such Person Lender became a party hereto to this Agreement or such Credit Document with respect to such Bank or Issuing Bank immediately before it changed its Applicable Lending Office applicable ownership interest in the Commitments; and (v) any U.S. federal withholding Taxes imposed under FATCA (all such excluded Taxes in respect of payments hereunder or under any Credit Document being referred to as “Excluded Taxes”, and all Taxes other than Other Taxes and Excluded nonexcluded Taxes being hereinafter referred to as “Indemnified Taxes”). If Except as provided in Section 2.11(f), if the Borrower shall be required by law (as determined in the good faith discretion of the Borrower) to deduct any Indemnified Taxes from or in respect of any sum payable to any Bank, any Issuing Bank, or the Administrative AgentAgent or any Lender, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions of Indemnified Taxes applicable to additional sums payable under this Section 2.11), such Bank, such Issuing Bank, or the Administrative Agent (as the case may be) Lender 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 Bank’s, such Issuing Bank’s, or the Administrative Agent’s failure to provide the forms described in paragraph (g) of this Section 2.11 and such Bank, such Issuing Bank, or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower or the Administrative Agent, as applicable, shall make such deductions; and (iii) the Borrower or the Administrative Agent, as applicable, shall pay the full amount deducted to the relevant taxation authority Governmental Authority or other authority in accordance with applicable Legal Requirements. For purposes of determining withholding Taxes imposed under FATCA, from and after the effective date of this Agreement, the Borrower and the Administrative Agent shall treat (and the Banks hereby authorize the Administrative Agent to treat) this Agreement as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i)law.

No Deduction for Certain Taxes. Any and all payments by or on account behalf of any Obligations Credit Party under or with respect to any of the Borrower Credit Documents to the Administrative Agent or a Lender shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all Taxes, excluding, in the case of the Administrative Agent or a Lender, (i) Taxes imposed on or measured by its net income or profits (however denominated) and franchise (or margin) Taxes imposed on it by the jurisdiction (or any political subdivision thereof) (A) under the laws of which (or under the laws of a political subdivision of which) it is organized or in which its principal executive office is located or, in the case of a Lender, the laws of which (or under the laws of a political subdivision of which) such Lender’s applicable Lending Office is located, or (B) as a result of a present or future taxesformer connection between it and the jurisdiction (or any political subdivision thereof) imposing such Tax (other than any such connection arising solely from it having executed, leviesdelivered or performed its obligations or received a payment under, impostsor enforced, duties, deductions, withholdings this Agreement or any other Credit Document); (including all backup withholding), assessments, fees ii) branch profits Taxes imposed by the United States of America or other charges any similar Taxes imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto (collectively, “Taxes”), except as required by applicable law, excluding, jurisdiction described in (i); (iii) in the case of each Banka Lender other than a Lender that becomes a party to this Agreement or any other Credit Document pursuant to an Assignment and Acceptance, each Issuing Bank, and the Administrative Agent, taxes any Taxes imposed on its net income, and franchise taxes imposed on it, by the jurisdiction under United States of America by means of withholding at the laws of which such Bank, such Issuing Bank, or the Administrative Agent (as the case may be) is organized or any political subdivision of such jurisdiction or by the jurisdiction of such Bank’s Applicable Lending Office or any political subdivision of such jurisdiction and (ii) any U.S. federal withholding tax imposed pursuant to Sections 1471 through 1474 of the Code (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), including any current or future implementing Treasury Regulations and administrative pronouncements thereunder (collectively, “FATCA”), and (iii) any withholding tax imposed on amounts payable to or for the account of any Bank, Issuing Bank or the Administrative Agent with respect to an applicable interest in an Advance or Commitment source pursuant to a law in effect on the date on which such Bank, Issuing Bank or the Administrative Agent acquires such interest a Lender becomes a Lender hereunder; (iv) in the Advance case of any Lender that becomes a party to this Agreement or Commitment (any other than Credit Document pursuant to an assignment request Assignment and Acceptance, any Taxes imposed by the Borrower under Section 2.14) or designates a new Applicable Lending OfficeUnited States of America by means of withholding at the source, except in each case to the extent that, pursuant to this Section 2.11(a) or Section 2.11(c)2.11, amounts with respect to such Taxes were payable either to such Bank’s, Issuing Bank’s or the Administrative AgentLender’s assignor immediately before such Person Lender became a party hereto to this Agreement or such Credit Document with respect to such Bank or Issuing Bank immediately before it changed its Applicable Lending Office applicable ownership interest in the Commitments; and (v) any U.S. federal withholding Taxes imposed under FATCA (all such excluded Taxes in respect of payments hereunder or under any Credit Document being referred to as “Excluded Taxes”, and all Taxes other than Other Taxes and Excluded nonexcluded Taxes being hereinafter referred to as “Indemnified Taxes”). If Except as provided in Section 2.11(f), if the Borrower shall be required by law (as determined in the good faith discretion of the Borrower) to deduct any Indemnified Taxes from or in respect of any sum payable to any Bank, any Issuing Bank, or the Administrative AgentAgent or any Lender, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions of Indemnified Taxes applicable to additional sums payable under this Section 2.11), such Bank, such Issuing Bank, or the Administrative Agent (as the case may be) Lender 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 Bank’s, such Issuing Bank’s, or the Administrative Agent’s failure to provide the forms described in paragraph (g) of this Section 2.11 and such Bank, such Issuing Bank, or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower or the Administrative Agent, as applicable, shall make such deductions; and (iii) the Borrower or the Administrative Agent, as applicable, shall pay the full amount deducted to the relevant taxation authority Governmental Authority or other authority in accordance with applicable Legal Requirements. For purposes of determining withholding Taxes imposed under FATCA, from and after the effective date of this Agreement, the Borrower and the Administrative Agent shall treat (and the Banks hereby authorize the Administrative Agent to treat) this Agreement as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i)law.

No Deduction for Certain Taxes. Any and all payments by or on account of any Obligations of the Borrower shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including all backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto (collectively, “Taxes”), except as required by applicable law, excluding, (i) in the case of each Bank, each Issuing Bank, and the Administrative Agent, taxes imposed on its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Bank, such Issuing Bank, or the Administrative Agent (as the case may be) is organized or any political subdivision of such jurisdiction or by the jurisdiction of such Bank’s Applicable Lending Office or any political subdivision of such jurisdiction and (ii) any U.S. federal withholding tax imposed pursuant to Sections 1471 through 1474 of the Code (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), including any current or future implementing Treasury Regulations and administrative pronouncements thereunder (collectively, “FATCA”), and (iii) any withholding tax imposed on amounts payable to or for the account of any Bank, Issuing Bank or the Administrative Agent with respect to an applicable interest in an Advance or Commitment pursuant to a law in effect on the date on which such Bank, Issuing Bank or the Administrative Agent acquires such interest in the Advance or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.14) or designates a new Applicable Lending Office, except in each case to the extent that, pursuant to this Section 2.11(a) or Section 2.11(c), amounts with respect to such Taxes were payable either to such Bank’s, Issuing Bank’s or the Administrative Agent’s assignor immediately before such Person became a party hereto or to such Bank or Issuing Bank immediately before it changed its Applicable Lending Office (all such excluded Taxes in respect of payments hereunder or under any Credit Document being referred to as “Excluded Taxes”, and all Taxes other than Other Taxes and Excluded Taxes being referred to as “Indemnified Taxes”). 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 any Bank, any Issuing Bank, Bank or the 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 Bank, such Issuing Bank, Bank 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 Bank’s, such Issuing Bank’s, ’s or the Administrative Agent’s failure to provide the forms described in paragraph (g) of this Section 2.11 and such Bank, such Issuing Bank, Bank 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 Legal Requirements. For purposes of determining withholding Taxes imposed under FATCA, from and after the effective date of this Agreement, the Borrower and the Administrative Agent shall treat (and the Banks hereby authorize the Administrative Agent to treat) this Agreement as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).