Common use of Payment Free of Taxes Clause in Contracts

Payment Free of Taxes. (a) Any payments made by any Party under the Loan Documents shall be made free and clear of, and without reduction by reason of, any tax, assessment or other charge imposed by any Governmental Agency, central bank or comparable authority (other than taxes on income or gross receipts generally applicable to banks). To the extent that Borrower is obligated by applicable Laws to make any deduction or withholding on account of taxes, assessments or other charges imposed by any Governmental Agency from any amount payable to any Bank under this Agreement, Borrower shall (a) make such deduction or withholding and pay the same to the relevant Governmental Agency and (b) pay such additional amount to that Bank as is necessary to result in that Bank's receiving a net after-tax (or after-assessment or after-charge) amount equal to the amount to which that Bank would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Bank on account of such taxes, assessments or other charges, that Bank shall refund such excess to Borrower. Each Bank that is incorporated under the Laws of a jurisdiction other than the United States of America or any state thereof shall deliver to Borrower, with a copy to the Administrative Agent, within twenty days after the 2000 Closing Date (or such later date on which such Bank becomes a "Bank" hereunder), a certificate signed by a Responsible Official of that Bank to the effect that such Bank is entitled to receive payments of interest and other amounts payable under this Agreement without deduction or withholding on account of United States of America federal income taxes, which certificate shall be accompanied by two copies of Internal Revenue Service Form 1001 or Form 4224, as applicable, also executed by a Responsible Official of that Bank. Each such Bank agrees (i) promptly to notify the Administrative Agent and Borrower if any fact set forth in such certificate ceases to be true and correct and (ii) to take such steps as may be reasonably necessary to avoid any requirement of applicable Laws that Borrower make any deduction or withholding for taxes from amounts payable to that Bank under this Agreement. (b) Without limiting its obligation to pay any additional amount to a Bank pursuant to Section 3.9(a), Borrower may, within 60 days following any such payment by that Bank, treat that Bank as an "Affected Bank" under Section 3.4(d), and exercise the remedies set forth in such Section 3.4(d).

Payment Free of Taxes. (a) Any and all payments made by or on account of any Party obligation of the Borrowers (the term Borrower under Article III being deemed to include any Restricted Subsidiary for whose account a Letter of Credit is issued) or the Subsidiary Guarantors under any Loan Documents Document shall be made free and clear of, and without reduction by reason of, any tax, assessment or other charge imposed by any Governmental Agency, central bank or comparable authority (other than taxes on income or gross receipts generally applicable to banks). To the extent that Borrower is obligated by applicable Laws to make any deduction or withholding on account of taxesfor any Taxes, assessments except as required by applicable Law. If any Borrower, any Subsidiary Guarantor or the Administrative Agent or other charges imposed applicable withholding agent shall be required by any Governmental Agency applicable Law to deduct or withhold any Tax from any amount payable under any Loan Document (as determined in the good-faith discretion of the applicable withholding agent), then (i) the applicable withholding agent shall be entitled to any Bank under this Agreement, Borrower shall (a) make such deduction or withholding and shall timely pay the same full amount deducted or withheld to the relevant Governmental Agency and Authority in accordance with applicable Law and, (bii) pay if the Tax in question is an Indemnified Tax, the amount payable by the applicable Borrower or Subsidiary Guarantor shall be increased as necessary so that after making such required deductions or withholdings (including deductions or withholdings applicable to additional amount to that Bank amounts payable under this Section 3.01), each of such Agent or such Lender, as is necessary to result in that Bank's receiving a net after-tax (or after-assessment or after-charge) applicable receives an amount equal to the amount to which that Bank it would have been entitled under this Agreement absent received had no such deduction or withholdingwithholding been made. If and when receipt Within 30 days after the date of such payment results in an excess of Taxes pursuant to this Section 3.01 (or, if receipts or evidence are not available within 30 days, as soon as possible thereafter), if the applicable Borrower or any Subsidiary Guarantor is the applicable withholding agent, it shall furnish to the Administrative Agent the original or a copy of a receipt evidencing payment or credit to that Bank on account thereof, a copy of the return reporting such taxespayment, assessments or other charges, that Bank shall refund such excess to Borrower. Each Bank that is incorporated under the Laws of a jurisdiction other than the United States of America or any state thereof shall deliver to Borrower, with a copy evidence reasonably acceptable to the Administrative Agent, within twenty days after the 2000 Closing Date (or such later date on which such Bank becomes a "Bank" hereunder), a certificate signed by a Responsible Official of that Bank to the effect that such Bank is entitled to receive payments of interest and other amounts payable under this Agreement without deduction or withholding on account of United States of America federal income taxes, which certificate shall be accompanied by two copies of Internal Revenue Service Form 1001 or Form 4224, as applicable, also executed by a Responsible Official of that Bank. Each such Bank agrees (i) promptly to notify the Administrative Agent and Borrower if any fact set forth in such certificate ceases to be true and correct and (ii) to take such steps as may be reasonably necessary to avoid any requirement of applicable Laws that Borrower make any deduction or withholding for taxes from amounts payable to that Bank under this Agreement. (b) Without limiting its obligation to pay any additional amount to a Bank pursuant to Section 3.9(a), Borrower may, within 60 days following any such payment by that Bank, treat that Bank as an "Affected Bank" under Section 3.4(d), and exercise the remedies set forth in such Section 3.4(d).

Payment Free of Taxes. (a) Any payments made by any Party under the Loan Documents shall be made free and clear of, and without reduction by reason of, any tax, assessment or other charge imposed by any Governmental Agency, central bank or comparable authority (other than taxes on income or gross receipts generally applicable to banks). To the extent that Borrower is obligated by applicable Laws to make any deduction or withholding on account of taxes, assessments or other charges imposed by any Governmental Agency from any amount payable to any Bank under this Agreement, Borrower shall (a) make such deduction or withholding and pay the same to the relevant Governmental Agency and (b) pay such additional amount to that Bank as is necessary to result in that Bank's receiving a net after-tax (or after-assessment or after-charge) amount equal to the amount to which that Bank would have been entitled under -44- 51 this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Bank on account of such taxes, assessments or other charges, that Bank shall refund such excess to Borrower. Each Bank that is incorporated under the Laws of a jurisdiction other than the United States of America or any state thereof shall deliver to Borrower, with a copy to the Administrative Agent, within twenty days after the 2000 Closing Date (or such later date on which such Bank becomes a "Bank" hereunder), a certificate signed by a Responsible Official of that Bank to the effect that such Bank is entitled to receive payments of interest and other amounts payable under this Agreement without deduction or withholding on account of United States of America federal income taxes, which certificate shall be accompanied by two copies of Internal Revenue Service Form 1001 or Form 4224, as applicable, also executed by a Responsible Official of that Bank. Each such Bank agrees (i) promptly to notify the Administrative Agent and Borrower if any fact set forth in such certificate ceases to be true and correct and (ii) to take such steps as may be reasonably necessary to avoid any requirement of applicable Laws that Borrower make any deduction or withholding for taxes from amounts payable to that Bank under this Agreement. (b) Without limiting its obligation to pay any additional amount to a Bank pursuant to Section 3.9(a3.11(a), Borrower may, within 60 days following any such payment by that Bank, treat that Bank as an "Affected Bank" under Section 3.4(d3.6(d), and exercise the remedies set forth in such Section 3.4(d3.6(d).

Payment Free of Taxes. (a) Any All payments made by any Party the Borrower of principal of, and interest on, the Loan and all other amounts payable under the Loan Financing Documents shall be made free and clear of, of and without reduction by reason ofdeduction for any present or future income, any taxexcise, assessment stamp or franchise taxes and other taxes, fees, duties, withholdings, interest, penalties or other charge charges of any nature whatsoever imposed by any Governmental Agencytaxing authority, central bank but excluding franchise taxes and taxes imposed on or comparable authority (other than taxes on measured by the Lender’s net income or gross receipts generally applicable to banks(such non-excluded items being called “Taxes”). To In the extent event that any withholding or deduction from any payment to be made by the Borrower hereunder is obligated by required in respect of any Taxes pursuant to any applicable Laws law, rule or regulation, then the Borrower will: (1) pay directly to make any the relevant authority the full amount required to be so withheld or deducted; (2) promptly forward to the Lender an official receipt or other documentation satisfactory to the Lender evidencing such payment to such authority; and (3) pay to the Lender such additional amount or amounts as is necessary to ensure that after such deduction or withholding on account of taxeshas been made (including such deductions and withholdings applicable to additional sums payable under this Section) the net amount actually received by the Lender will equal the full amount the Lender would have received had no such withholding or deduction been required. Moreover, assessments or other charges imposed by if any Governmental Agency from any amount payable Taxes are directly asserted against the Lender with respect to any Bank under this Agreementpayment received by the Lender hereunder, Borrower shall (a) Lender may pay such Taxes and the Borrower will promptly pay such additional amount (including any penalties, interest or expenses) as is necessary in order that the net amount received by the Lender after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount the Lender would have received had not such Taxes been asserted or (b) the Lender shall be entitled to make such deduction or withholding and shall timely pay the same full amount deducted or withheld to the relevant Governmental Agency Authority in accordance with applicable Law and, if such Tax is an Indemnified Tax, then the aggregate principal amount of Loans outstanding shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and (bwithholdings applicable to additional sums payable under this Section) pay such additional amount to that Bank as is necessary to result in that Bank's receiving a net after-tax (or after-assessment or after-charge) the Lender receives an amount equal to the amount to which that Bank sum it would have been entitled under this Agreement absent received had no such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Bank on account of such taxes, assessments or other charges, that Bank shall refund such excess to Borrower. Each Bank that is incorporated under the Laws of a jurisdiction other than the United States of America or any state thereof shall deliver to Borrower, with a copy to the Administrative Agent, within twenty days after the 2000 Closing Date (or such later date on which such Bank becomes a "Bank" hereunder), a certificate signed by a Responsible Official of that Bank to the effect that such Bank is entitled to receive payments of interest and other amounts payable under this Agreement without deduction or withholding on account of United States of America federal income taxes, which certificate shall be accompanied by two copies of Internal Revenue Service Form 1001 or Form 4224, as applicable, also executed by a Responsible Official of that Bank. Each such Bank agrees (i) promptly to notify the Administrative Agent and Borrower if any fact set forth in such certificate ceases to be true and correct and (ii) to take such steps as may be reasonably necessary to avoid any requirement of applicable Laws that Borrower make any deduction or withholding for taxes from amounts payable to that Bank under this Agreementbeen made. (b) Without limiting its obligation to pay any additional amount to a Bank pursuant to Section 3.9(a), Borrower may, within 60 days following any such payment by that Bank, treat that Bank as an "Affected Bank" under Section 3.4(d), and exercise the remedies set forth in such Section 3.4(d).

Payment Free of Taxes. (a) Any payments made by any Party under the Loan Documents shall be made free and clear of, and without reduction by reason of, any tax, assessment or other charge imposed by any Governmental Agency, central bank or comparable authority (other than taxes on income or gross receipts generally applicable to banks). To the extent that Borrower is obligated by applicable Laws to make any deduction or withholding on account of taxes, assessments or other charges imposed by any Governmental Agency from any amount payable to any Bank under this Agreement, Borrower shall (a) make such deduction or withholding and pay the same to the relevant Governmental Agency and (b) pay such additional amount to that Bank as is necessary to result in that Bank's receiving a net after-tax (or after-assessment or after-charge) amount equal to the amount to which that Bank would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Bank on account of such taxes, assessments or other charges, that Bank shall refund such excess to Borrower. Each Bank that is incorporated under the Laws of a jurisdiction other than the United States of America or any state thereof shall deliver to Borrower, with a copy to the Administrative Agent, within twenty days after the 2000 1997 Closing Date (or such later date on which such Bank becomes a "Bank" hereunder), a certificate signed by a Responsible Official of that Bank to the effect that such Bank is entitled to receive payments of interest and other amounts payable under this Agreement without deduction or withholding on account of United States of America federal income taxes, which certificate shall be accompanied by two copies of Internal Revenue Service Form 1001 or Form 4224, as applicable, also executed by a Responsible Official of that Bank. Each such Bank agrees (i) promptly to notify the Administrative Agent and Borrower if any fact set forth in such certificate ceases to be true and correct and (ii) to take such steps as may be reasonably necessary to avoid any requirement of applicable Laws that Borrower make any deduction or withholding for taxes from amounts payable to that Bank under this Agreement. (b) Without limiting its obligation to pay any additional amount to a Bank pursuant to Section 3.9(a3.11(a), Borrower may, within 60 days following any such payment by that Bank, treat that Bank as an "Affected Bank" under Section 3.4(d3.6(d), and exercise the remedies set forth in such Section 3.4(d3.6(d).

Payment Free of Taxes. (a) Any To the extent permitted by applicable law, any payments made by the Company under any Party under of the Loan Documents shall be made free and clear of, and without reduction by reason of, any tax, assessment or other charge imposed by the United States of America or any Governmental Agencypolitical subdivision or taxing authority thereof or therein ("TAXES"), central bank PROVIDED, HOWEVER, that Taxes shall not include taxes (whether imposed directly or comparable by means of withholdings) imposed on or measured by (i) the overall net income of any Lender by the United States of America or any political subdivision or taxing authority thereof or therein, or (other than taxes on income or ii) gross receipts generally applicable to banks). To the extent that Borrower the Company is obligated by applicable Laws laws to make any deduction or withholding on account of taxes, assessments or other charges imposed by any Governmental Agency Taxes from any amount payable to any Bank Lender under this Agreement, Borrower the Company shall (a) make such deduction or withholding and pay the same to the relevant Governmental Agency governmental agency, and (b) pay such additional amount to that Bank Lender as is necessary to result in that BankLender's receiving a net after-tax (or after-assessment or after-charge) amount equal to the amount to which that Bank Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Bank Lender on account of such taxes, assessments or other chargesTaxes, that Bank Lender shall refund such excess to Borrowerthe Company. Each Bank Lender that is incorporated under the Laws laws of a jurisdiction other than the United States of America or any state thereof shall deliver to Borrowerthe Company, with a copy to the Administrative Agent, within twenty days after the 2000 Closing Date (or such later date on which such Bank Lender becomes a "Bank" Lender hereunder), a certificate signed by a Responsible Official duly authorized official of that Bank Lender to the effect that such Bank Lender is entitled to receive payments of interest and other amounts payable under this Agreement without deduction or withholding on account of United States of America federal income taxes, which certificate shall be accompanied by (x) two copies of Internal Revenue Service Form 1001 or Form 4224, as applicable, also duly executed by a Responsible Official duly authorized official of that BankLender accurate and complete in all material respects and indicating such Lender's complete exemption from United States withholding taxes, and (y) other appropriate evidence supporting such exemption from withholding taxes as the Company may reasonably request; PROVIDED that if any such Lender fails to so provide such a certificate with such accompanying Form or other reasonably requested evidence of exemption from withholding or if such certificate or such Form contains a material error or a materially false representation by such Lender, then such Lender shall not be entitled to the benefits of this SECTION 2.20 until such failure or misrepresentation or error is cured. Each such Bank Lender agrees (i) promptly to notify the Administrative Agent and Borrower Company if any fact set forth in such certificate ceases to be true and correct and correct, (ii) to take such steps as may be reasonably necessary to (x) maintain all exemptions available to it from United States withholding taxes, and (y) avoid any requirement of applicable Laws laws that Borrower the Company make any deduction or withholding for taxes from amounts payable to that Bank Lender under this Agreement. (b) Without limiting its obligation to pay any additional amount to a Bank pursuant to Section 3.9(a), Borrower may, within 60 days following any such payment by that Bank, treat that Bank as an "Affected Bank" under Section 3.4(d), and exercise (iii) otherwise cooperate with the remedies set forth in such Section 3.4(d)Company to minimize any amounts payable by the Company under this SECTION 2.20.

Payment Free of Taxes. (a) Any payments made by any Party under the Loan Documents shall be made free and clear of, and without reduction by reason of, any tax, assessment or other charge imposed by any Governmental Agency, central bank or comparable authority (other than taxes on income or gross receipts generally applicable to banks). To the extent that Borrower is obligated by applicable Laws to make any deduction or withholding on account of taxes, assessments or other charges imposed by any Governmental Agency from any amount payable to any Bank under this Agreement, Borrower shall (a) make such deduction or withholding and pay the same to the relevant Governmental Agency and (b) pay such additional amount to that Bank as is necessary to result in that Bank's receiving a net after-tax (or after-assessment or after-charge) amount equal to the amount to which that Bank would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Bank on account of such taxes, assessments or other charges, that Bank shall refund such excess to Borrower. Each Bank that is incorporated under the Laws of a jurisdiction other than the United States of America or any state thereof shall deliver to Borrower, with a copy to the Administrative Agent, within twenty days after the 2000 Closing Amendment Effective Date (or such later date on which such Bank becomes a "Bank" hereunder), a certificate signed by a Responsible Official of that Bank to the effect that such Bank is entitled to receive payments of interest and other amounts payable under this Agreement without deduction or withholding on account of United States of America federal income taxes, which certificate shall be accompanied by two copies of Internal Revenue Service Form 1001 or Form 4224, as applicable, also executed by a Responsible Official of that Bank. Each such Bank agrees (i) promptly to notify the Administrative Agent and Borrower if any fact set forth in such certificate ceases to be true and correct and (ii) to take such steps as may be reasonably necessary to avoid any requirement of applicable Laws that Borrower make any deduction or withholding for taxes from amounts payable to that Bank under this Agreement. (b) Without limiting its obligation to pay any additional amount to a Bank pursuant to Section 3.9(a3.12(a), Borrower mayBorrower, may within 60 days following any such payment by that Bank, treat that Bank as an "Affected Bank" under Section 3.4(d), and exercise the remedies set forth in such Section 3.4(d).under

Payment Free of Taxes. (a) Any payments made by any Party Borrower under this ---------------------- Agreement or the Loan Documents Revolving Credit Notes shall be made free and clear of, and without reduction by reason of, any tax, assessment or other charge imposed by any Governmental Agency, central bank or comparable authority (other than taxes on income or gross receipts generally applicable to banksbanks or other corpora- tions). To the extent that Borrower is obligated by applicable Laws to make any deduction or withholding on account of taxes, assessments or other charges imposed by any Governmental Agency from any amount payable to any Bank Lender under this AgreementAgreement or the Revolving Credit Notes, Borrower shall (a) make such deduction or withholding and pay the same to the relevant Governmental Agency and (b) pay such additional amount to that Bank Lender as is necessary to result in that BankLender's receiving a net after-tax (or after-assessment or after-charge) amount equal to the amount to which that Bank Lender would have been entitled under this Agreement or its Revolving Credit Note absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Bank on account of such taxes, assessments or other charges, that Bank shall refund such excess to Borrower. Each Bank Lender that is incorporated under the Laws of a jurisdiction other than the United States of America or any state thereof shall deliver to Borrower, with a copy to the Administrative Agent, within twenty days after on or before the 2000 Closing Date (or date when such later date on which such Bank Lender becomes a "Bank" Lender hereunder), a certificate signed by a Responsible Official an authorized signatory of that Bank Lender to the effect that such Bank Lender is entitled to receive payments of interest and other amounts payable under this Agreement or the Revolving Credit Notes without deduction or withholding on account of United States of America federal income taxes, which certificate shall be accompanied by two copies of Internal Revenue Service Form 1001 or Form 4224, or any successor or substitute form or forms, as applicable, also executed by a Responsible Official an authorized signatory of that BankLender. Each such Bank Lender agrees (i) promptly to notify the Administrative Agent and Borrower if any fact set forth in such certificate ceases to be true and correct and (ii) to take such steps as may be reasonably necessary to avoid any requirement of applicable Laws that Borrower make any deduction or withholding for taxes from amounts payable to that Bank Lender under this Agreement. (b) Without limiting its obligation Agreement or the Revolving Credit Notes, or to pay provide for a reduced rate of taxation or withholding under any additional amount to a Bank pursuant to Section 3.9(a)applicable tax treaty. Within 30 days after the payment of any such taxes by Borrower in respect of payments made on any Lender's Pro Rata Share of the Revolving Credit Loan, Borrower may, within 60 days following shall furnish to such Lender the original or a certified copy of any receipt received by Borrower evidencing such payment by that Bank, treat that Bank as an "Affected Bank" under Section 3.4(d), and exercise the remedies set forth in such Section 3.4(d)payment.

Payment Free of Taxes. (a) Any payments made by any Party under the Loan Documents shall be made free and clear of, and without reduction by reason of, any tax, assessment or other charge imposed by any Governmental Agency, central bank or comparable authority (other than taxes on income or gross receipts generally applicable to banks). To the extent that Borrower is obligated by applicable Laws to make any deduction or withholding on account of taxes, assessments or other charges imposed by any Governmental Agency from any amount payable to any Bank under this Agreement, Borrower shall (a) make such deduction or withholding and pay the same to the relevant Governmental Agency and (b) pay such additional amount to that Bank as is necessary to result in that Bank's receiving a net after-tax (or after-assessment or after-charge) amount equal to the amount to which that Bank would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Bank on account of such taxes, assessments or other charges, that Bank shall refund such excess to Borrower. Each Bank that is incorporated under the Laws of a jurisdiction other than the United States of America or any state thereof shall deliver to Borrower, with a copy to the Administrative Agent, within twenty days after the 2000 Closing Date (or such later date on which such Bank becomes a "Bank" hereunder), a certificate signed by a Responsible Official of that Bank to the effect that such Bank is entitled to receive payments of interest and other amounts payable under this Agreement without deduction or withholding on account of United States of America federal income taxes, which certificate shall be accompanied by two 2 copies of Internal Revenue Service Form 1001 W-8BEN, or any successor thereto, or Form 4224W-8ECI, or any successor thereto, as applicable, also executed by a Responsible Official of that Bank. Each such Bank agrees (i) promptly to notify the Administrative Agent and Borrower if any fact set forth in such certificate ceases to be true and correct and (ii) to take such steps as may be reasonably necessary to avoid any requirement of applicable Laws that Borrower make any deduction or withholding for taxes from amounts payable to that Bank under this Agreement. (b) Without limiting its obligation to pay any additional amount to a Bank pursuant to Section 3.9(a3.10(a), Borrower may, within 60 days following any such payment by that Bank, treat that Bank as an "Affected Bank" under Section 3.4(d3.5(d), and exercise the remedies set forth in such Section 3.4(d3.5(d).

Payment Free of Taxes. (a) Any payments made by any Party under the Loan Documents shall be made free and clear of, and without reduction by reason of, any tax, assessment or other charge imposed by any Governmental Agency, central bank or comparable authority (other than taxes on income or gross receipts generally applicable to banks). To the extent that Borrower is obligated by applicable Laws to make any deduction or withholding on account of taxes, assessments or other charges imposed by any Governmental Agency from any amount payable to any Bank under this Agreement, Borrower shall (a) make such deduction or withholding and pay the same to the relevant Governmental Agency and (b) pay such additional amount to that Bank as is necessary to result in that Bank's receiving a net after-tax (or after-assessment or after-charge) amount equal to the amount to which that Bank would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Bank on account of such taxes, assessments or other charges, that Bank shall refund such excess to Borrower. Each Bank that is incorporated under the Laws of a jurisdiction other than the United States of America or any state thereof shall deliver to Borrower, with a copy to the Administrative Agent, within twenty days after the 2000 Closing Date (or such later date on which such Bank becomes a "Bank" hereunder), a certificate signed by a Responsible Official of that Bank to the effect that such Bank is entitled to receive payments of interest and other amounts payable under this Agreement without deduction or withholding on account of United States of America federal income taxes, which certificate shall be accompanied by two copies of Internal Revenue Service Form 1001 or Form 4224, as applicable, also executed by a Responsible Official of that Bank. Each such Bank agrees (i) promptly to notify the Administrative Agent and Borrower if any fact set forth in such certificate ceases to be true and correct and (ii) to take such steps as may be reasonably necessary to avoid any requirement of applicable Laws that Borrower make any deduction or withholding for taxes from amounts payable to that Bank under this Agreement. (b) Without limiting its obligation to pay any additional amount to a Bank pursuant to Section 3.9(a), Borrower may, within 60 days following any such payment by that Bank, treat that Bank as an "Affected Bank" under Section 3.4(d), and exercise the remedies set forth in such Section 3.4(d).

Payment Free of Taxes. (a) Any payments made Payments received by any Party Bank from Borrower under the Loan Documents shall this Agreement will be made free and clear of, of and without reduction by reason of, deduction for any tax, assessment and all present or other charge imposed by any Governmental Agency, central bank or comparable authority (other than taxes on income or gross receipts generally applicable to banks). To the extent that Borrower is obligated by applicable Laws to make any deduction or withholding on account of future taxes, assessments levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Agency Authority (including any interest, additions to tax or penalties applicable thereto). Specifically, however, if at any time any Governmental Authority or any Requirement of Law requires Borrower to make any withholding or deduction from any amount such payment or other sum payable hereunder to any Bank under this AgreementBank, Borrower hereby covenants and agrees that the amount due from Borrower with respect to such payment or other sum payable hereunder will be increased to the extent necessary to ensure that, after the making of such required withholding or deduction, Bank receives a net sum equal to the sum which it would have received had no withholding or deduction been required, and Borrower shall (a) make such deduction or withholding and pay the same full amount withheld or deducted to the relevant Governmental Agency and (b) pay Authority. Borrower will, upon written request, furnish Bank with proof reasonably satisfactory to Bank indicating that Borrower has made such additional amount to that Bank as is necessary to result in that Bank's receiving a net after-tax (or after-assessment or after-charge) amount equal to the amount to which that Bank would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Bank on account of such taxeswithholding payment; provided, assessments or other chargeshowever, that Bank shall refund such excess to Borrower. Each Bank that is incorporated under the Laws of a jurisdiction other than the United States of America or any state thereof shall deliver to Borrower, with a copy to the Administrative Agent, within twenty days after the 2000 Closing Date (or such later date on which such Bank becomes a "Bank" hereunder), a certificate signed by a Responsible Official of that Bank to the effect that such Bank is entitled to receive payments of interest and other amounts payable under this Agreement without deduction or withholding on account of United States of America federal income taxes, which certificate shall be accompanied by two copies of Internal Revenue Service Form 1001 or Form 4224, as applicable, also executed by a Responsible Official of that Bank. Each such Bank agrees (i) promptly Borrower need not make any withholding payment if the amount or validity of such withholding payment is contested in good faith by appropriate and timely proceedings and as to notify the Administrative Agent and which payment in full is bonded or reserved against by Borrower if any fact set forth in such certificate ceases to be true and correct and (ii) Borrower shall not be required to take such steps as may be reasonably necessary pay any increased amounts under this Section 2.6(a) (A) attributable to avoid Bank’s (including any requirement assignee or successor) failure to comply with Section 2.6(b) or (B) that are taxes imposed under FATCA. The agreements and obligations of applicable Laws that Borrower make any deduction or withholding for taxes from amounts payable to that Bank under contained in this Section 2.6 shall survive the termination of this Agreement. (b) Without limiting its obligation to pay any additional amount to a Bank pursuant to Section 3.9(a), Borrower may, within 60 days following any such payment by that Bank, treat that Bank as an "Affected Bank" under Section 3.4(d), and exercise the remedies set forth in such Section 3.4(d).