Common use of Payment Free of Taxes Clause in Contracts

Payment Free of Taxes. Payments received by Bank from Borrower under this Agreement will be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental 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 such payment or other sum payable hereunder to Bank, 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 pay the full amount withheld or deducted to the relevant Governmental Authority. Borrower will, upon written request, furnish Bank with proof reasonably satisfactory to Bank indicating that Borrower has made such withholding payment; provided, however, that (i) 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 which payment in full is bonded or reserved against by Borrower and (ii) Borrower shall not be required to pay any increased amounts under this Section 2.6(a) (A) attributable to Bank’s (including any assignee or successor) failure to comply with Section 2.6(b) or (B) that are taxes imposed under FATCA. The agreements and obligations of Borrower contained in this Section 2.6 shall survive the termination of this Agreement.

Payment Free of Taxes. Payments received (a) Any payments made by Bank from Borrower any Party under this Agreement will the Loan Documents shall be made free and clear of 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 for any and all present or future withholding on account of taxes, levies, imposts, duties, deductions, withholdings, assessments, fees assessments or other charges imposed by any Governmental 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 Agency from any such payment or other sum amount payable hereunder to Bankany Bank under this Agreement, Borrower hereby covenants shall (a) make such deduction or withholding 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 pay the full amount withheld or deducted same to the relevant Governmental AuthorityAgency 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. Borrower willIf and when receipt of such payment results in an excess payment or credit to that Bank on account of such taxes, upon written request, furnish Bank with proof reasonably satisfactory to Bank indicating that Borrower has made such withholding payment; provided, howeverassessments 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 need not make if any withholding payment if the amount or validity of fact set forth in such withholding payment is contested in good faith by appropriate certificate ceases to be true and timely proceedings and as to which payment in full is bonded or reserved against by Borrower correct and (ii) to take such steps as may be reasonably necessary to avoid any requirement of applicable Laws that Borrower shall not be required make any deduction or withholding for taxes from amounts payable to pay any increased amounts that Bank under this Section 2.6(a) (A) attributable to Bank’s (including any assignee or successor) failure to comply with Section 2.6(b) or (B) that are taxes imposed under FATCA. The agreements and obligations of Borrower contained in this Section 2.6 shall survive the termination of this Agreement.

Payment Free of Taxes. Payments received Any payments made by Bank from Borrower under this ---------------------- Agreement will or the Revolving Credit Notes shall be made free and clear of 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 or other corpora- tions). To the extent that Borrower is obligated by applicable Laws to make any deduction for any and all present or future withholding on account of taxes, levies, imposts, duties, deductions, withholdings, assessments, fees assessments or other charges imposed by any Governmental 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 Agency from any such payment amount payable to any Lender under this Agreement or other sum payable hereunder to Bankthe Revolving Credit Notes, Borrower hereby covenants shall (a) make such deduction or withholding 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 pay the full amount withheld or deducted same to the relevant Governmental AuthorityAgency and (b) pay such additional amount to that Lender as is necessary to result in that Lender's receiving a net after-tax (or after-assessment or after-charge) amount equal to the amount to which that Lender would have been entitled under this Agreement or its Revolving Credit Note absent such deduction or withholding. Borrower willEach 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, upon written requestwith a copy to the Agent, furnish Bank with proof reasonably satisfactory on or before the date when such Lender becomes a Lender hereunder, a certificate signed by an authorized signatory of that Lender to Bank indicating the effect that Borrower has made such Lender is entitled to receive payments of interest and other amounts payable under this Agreement or the Revolving Credit Notes without deduction or withholding payment; providedon account of United States of America federal income taxes, howeverwhich 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 an authorized signatory of that Lender. Each such Lender agrees (i) promptly to notify Borrower need not make if any withholding payment if the amount or validity of fact set forth in such withholding payment is contested in good faith by appropriate certificate ceases to be true and timely proceedings and as to which payment in full is bonded or reserved against by Borrower 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 Lender under this Agreement or the Revolving Credit Notes, or to provide for a reduced rate of taxation or withholding under any 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 shall not be required furnish to pay such Lender the original or a certified copy of any increased amounts under this Section 2.6(a) (A) attributable to Bank’s (including any assignee or successor) failure to comply with Section 2.6(b) or (B) that are taxes imposed under FATCA. The agreements and obligations of receipt received by Borrower contained in this Section 2.6 shall survive the termination of this Agreementevidencing such payment.

Payment Free of Taxes. Payments received (a) Any payments made by Bank from Borrower any Party under this Agreement will the Loan Documents shall be made free and clear of 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 for any and all present or future withholding on account of taxes, levies, imposts, duties, deductions, withholdings, assessments, fees assessments or other charges imposed by any Governmental 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 Agency from any such payment or other sum amount payable hereunder to Bankany Bank under this Agreement, Borrower hereby covenants shall (a) make such deduction or withholding 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 pay the full amount withheld or deducted same to the relevant Governmental AuthorityAgency 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. Borrower willIf and when receipt of such payment results in an excess payment or credit to that Bank on account of such taxes, upon written request, furnish Bank with proof reasonably satisfactory to Bank indicating that Borrower has made such withholding payment; provided, howeverassessments 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 need not make if any withholding payment if the amount or validity of fact set forth in such withholding payment is contested in good faith by appropriate certificate ceases to be true and timely proceedings and as to which payment in full is bonded or reserved against by Borrower correct and (ii) to take such steps as may be reasonably necessary to avoid any requirement of applicable Laws that Borrower shall not be required make any deduction or withholding for taxes from amounts payable to pay any increased amounts that Bank under this Section 2.6(a) (A) attributable to Bank’s (including any assignee or successor) failure to comply with Section 2.6(b) or (B) that are taxes imposed under FATCA. The agreements and obligations of Borrower contained in this Section 2.6 shall survive the termination of this Agreement.

Payment Free of Taxes. Payments received To the extent permitted by Bank from Borrower applicable law, any payments made by the Company under this Agreement will any of the Loan Documents shall be made free and clear of of, and without deduction for reduction by reason of, any and all present or future taxestax, levies, imposts, duties, deductions, withholdings, assessments, fees assessment or other charges charge imposed by any Governmental Authority (including any interest, additions to tax or penalties applicable thereto). Specifically, however, if at any time any Governmental Authority the United States of America or any Requirement political subdivision or taxing authority thereof or therein ("TAXES"), PROVIDED, HOWEVER, that Taxes shall not include taxes (whether imposed directly or by means of Law requires Borrower 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 (ii) gross receipts generally applicable to banks. To the extent that the Company is obligated by applicable laws to make any deduction or withholding or deduction on account of Taxes from any amount payable to any Lender under this Agreement, the Company shall (a) make such payment deduction or other sum payable hereunder to Bank, Borrower hereby covenants withholding and agrees that pay the amount due from Borrower with respect to such payment or other sum payable hereunder will be increased same to the extent relevant governmental agency, and (b) pay such additional amount to that Lender as is necessary to ensure that, after the making of such required withholding or deduction, Bank receives result in that Lender's receiving a net sum after-tax (or after-assessment or after-charge) amount equal to the sum amount to which it that Lender would have received had no been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment credit to that Lender on account of such Taxes, that Lender shall refund such excess to the Company. Each Lender that is incorporated under the laws of a jurisdiction other than the United States of America or any state thereof shall deliver to the Company, with a copy to the Agent, within twenty days after such Lender becomes a Lender hereunder, a certificate signed by a duly authorized official of that Lender to the effect that such 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, duly executed by a duly authorized official of that Lender 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 deduction been requiredif such certificate or such Form contains a material error or a materially false representation by such Lender, and Borrower then such Lender shall pay the full amount withheld or deducted not be entitled to the relevant Governmental Authoritybenefits of this SECTION 2.20 until such failure or misrepresentation or error is cured. Borrower will, upon written request, furnish Bank with proof reasonably satisfactory to Bank indicating that Borrower has made Each such withholding payment; provided, however, that Lender agrees (i) Borrower need not make promptly to notify the Company if any withholding payment if the amount or validity of fact set forth in such withholding payment is contested in good faith by appropriate certificate ceases to be true and timely proceedings and as to which payment in full is bonded or reserved against by Borrower and correct, (ii) Borrower shall not to take such steps as may be required reasonably necessary to pay (x) maintain all exemptions available to it from United States withholding taxes, and (y) avoid any increased requirement of applicable laws that the Company make any deduction or withholding for taxes from amounts payable to that Lender under this Section 2.6(aAgreement, and (iii) (A) attributable otherwise cooperate with the Company to Bank’s (including minimize any assignee or successor) failure to comply with Section 2.6(b) or (B) that are taxes imposed amounts payable by the Company under FATCA. The agreements and obligations of Borrower contained in this Section 2.6 shall survive the termination of this AgreementSECTION 2.20.

Payment Free of Taxes. Payments received (a) Any payments made by Bank from Borrower any Party under this Agreement will the Loan Documents shall be made free and clear of 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 for any and all present or future withholding on account of taxes, levies, imposts, duties, deductions, withholdings, assessments, fees assessments or other charges imposed by any Governmental 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 Agency from any such payment or other sum amount payable hereunder to Bankany Bank under this Agreement, Borrower hereby covenants shall (a) make such deduction or withholding 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 pay the full amount withheld or deducted same to the relevant Governmental AuthorityAgency 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. Borrower willIf and when receipt of such payment results in an excess payment or credit to that Bank on account of such taxes, upon written request, furnish Bank with proof reasonably satisfactory to Bank indicating that Borrower has made such withholding payment; provided, howeverassessments 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 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 2 copies of Internal Revenue Service Form W-8BEN, or any successor thereto, or Form W-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 need not make if any withholding payment if the amount or validity of fact set forth in such withholding payment is contested in good faith by appropriate certificate ceases to be true and timely proceedings and as to which payment in full is bonded or reserved against by Borrower correct and (ii) to take such steps as may be reasonably necessary to avoid any requirement of applicable Laws that Borrower shall not be required make any deduction or withholding for taxes from amounts payable to pay any increased amounts that Bank under this Section 2.6(a) (A) attributable to Bank’s (including any assignee or successor) failure to comply with Section 2.6(b) or (B) that are taxes imposed under FATCA. The agreements and obligations of Borrower contained in this Section 2.6 shall survive the termination of this Agreement.

Payment Free of Taxes. Payments received (a) Any payments made by Bank from Borrower any Party under this Agreement will the Loan Documents shall be made free and clear of 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 for any and all present or future withholding on account of taxes, levies, imposts, duties, deductions, withholdings, assessments, fees assessments or other charges imposed by any Governmental 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 Agency from any such payment or other sum amount payable hereunder to Bankany Bank under this Agreement, Borrower hereby covenants shall (a) make such deduction or withholding 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 pay the full amount withheld or deducted same to the relevant Governmental AuthorityAgency 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. Borrower willIf and when receipt of such payment results in an excess payment or credit to that Bank on account of such taxes, upon written request, furnish Bank with proof reasonably satisfactory to Bank indicating that Borrower has made such withholding payment; provided, howeverassessments 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 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 need not make if any withholding payment if the amount or validity of fact set forth in such withholding payment is contested in good faith by appropriate certificate ceases to be true and timely proceedings and as to which payment in full is bonded or reserved against by Borrower correct and (ii) to take such steps as may be reasonably necessary to avoid any requirement of applicable Laws that Borrower shall not be required make any deduction or withholding for taxes from amounts payable to pay any increased amounts that Bank under this Section 2.6(a) (A) attributable to Bank’s (including any assignee or successor) failure to comply with Section 2.6(b) or (B) that are taxes imposed under FATCA. The agreements and obligations of Borrower contained in this Section 2.6 shall survive the termination of this Agreement.

Payment Free of Taxes. Payments received Any and all payments made by Bank from or on account of any obligation of the Borrowers (the term Borrower under this Agreement will 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 Document shall be made free and clear of and without deduction or withholding for any and all present Taxes, except as required by applicable Law. If any Borrower, any Subsidiary Guarantor or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees the Administrative Agent or other charges imposed applicable withholding agent shall be required by any 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 make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law and, (ii) 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 any interestdeductions or withholdings applicable to additional amounts payable under this Section 3.01), 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 such payment or other sum payable hereunder to Bank, 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 each of such required withholding Agent or deductionsuch Lender, Bank as applicable receives a net sum an amount equal to the sum which amount it would have received had no such deduction or withholding been made. Within 30 days after the date of such payment of Taxes pursuant to this Section 3.01 (or, if receipts or deduction been requiredevidence are not available within 30 days, and as soon as possible thereafter), if the applicable Borrower or any Subsidiary Guarantor is the applicable withholding agent, it shall pay the full amount withheld or deducted furnish to the relevant Governmental Authority. Borrower willAdministrative Agent the original or a copy of a receipt evidencing payment thereof, upon written requesta copy of the return reporting such payment, furnish Bank with proof or other evidence reasonably satisfactory acceptable to Bank indicating that Borrower has made such withholding payment; provided, however, that (i) 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 which payment in full is bonded or reserved against by Borrower and (ii) Borrower shall not be required to pay any increased amounts under this Section 2.6(a) (A) attributable to Bank’s (including any assignee or successor) failure to comply with Section 2.6(b) or (B) that are taxes imposed under FATCA. The agreements and obligations of Borrower contained in this Section 2.6 shall survive the termination of this AgreementAdministrative Agent.

Payment Free of Taxes. Payments received (a) Any payments made by Bank from Borrower any Party under this Agreement will the Loan Documents shall be made free and clear of 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 for any and all present or future withholding on account of taxes, levies, imposts, duties, deductions, withholdings, assessments, fees assessments or other charges imposed by any Governmental 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 Agency from any such payment or other sum amount payable hereunder to Bankany Bank under this Agreement, Borrower hereby covenants shall (a) make such deduction or withholding 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 pay the full amount withheld or deducted same to the relevant Governmental AuthorityAgency 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. Borrower willIf and when receipt of such payment results in an excess payment or credit to that Bank on account of such taxes, upon written request, furnish Bank with proof reasonably satisfactory to Bank indicating that Borrower has made such withholding payment; provided, howeverassessments 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 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 need not make if any withholding payment if the amount or validity of fact set forth in such withholding payment is contested in good faith by appropriate certificate ceases to be true and timely proceedings and as to which payment in full is bonded or reserved against by Borrower correct and (ii) to take such steps as may be reasonably necessary to avoid any requirement of applicable Laws that Borrower shall not be required make any deduction or withholding for taxes from amounts payable to pay any increased amounts that Bank under this Section 2.6(a) (A) attributable to Bank’s (including any assignee or successor) failure to comply with Section 2.6(b) or (B) that are taxes imposed under FATCA. The agreements and obligations of Borrower contained in this Section 2.6 shall survive the termination of this Agreement.

Payment Free of Taxes. Payments received (a) Any payments made by Bank from Borrower any Party under this Agreement will the Loan Documents shall be made free and clear of 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 for any and all present or future withholding on account of taxes, levies, imposts, duties, deductions, withholdings, assessments, fees assessments or other charges imposed by any Governmental 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 Agency from any such payment or other sum amount payable hereunder to Bankany Bank under this Agreement, Borrower hereby covenants shall (a) make such deduction or withholding 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 pay the full amount withheld or deducted same to the relevant Governmental AuthorityAgency 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. Borrower willIf and when receipt of such payment results in an excess payment or credit to that Bank on account of such taxes, upon written request, furnish Bank with proof reasonably satisfactory to Bank indicating that Borrower has made such withholding payment; provided, howeverassessments 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 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 need not make if any withholding payment if the amount or validity of fact set forth in such withholding payment is contested in good faith by appropriate certificate ceases to be true and timely proceedings and as to which payment in full is bonded or reserved against by Borrower correct and (ii) to take such steps as may be reasonably necessary to avoid any requirement of applicable Laws that Borrower shall not be required make any deduction or withholding for taxes from amounts payable to pay any increased amounts that Bank under this Section 2.6(a) (A) attributable to Bank’s (including any assignee or successor) failure to comply with Section 2.6(b) or (B) that are taxes imposed under FATCA. The agreements and obligations of Borrower contained in this Section 2.6 shall survive the termination of this Agreement.