Common use of Payment Free of Taxes Clause in Contracts

Payment Free of Taxes. All payments made by or on behalf of any Loan Party to a Recipient under any Loan Document shall be made free and clear of, and without deduction or withholding for or on account of, any Taxes (except as required by applicable Law), excluding any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient: (i) Taxes imposed on or measured by net income (however denominated), branch profits, and franchise Taxes, in each case (x) imposed on any Recipient as a result of such Recipient being organized under the laws of, or having its principal office or applicable lending office located in, the jurisdiction of the Governmental Authority imposing such Tax (or any political subdivision thereof), or (y) that are Other Connection Taxes; (ii) Taxes imposed on any Recipient that are attributable to such Recipient’s failure to comply with the requirements of clauses, (f), (g) or (h) of this Section 2.3; (iii) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a Law in effect on the date on which (x) such Lender acquires such interest in such Commitment (or, to the extent such Lender did not fund an applicable Loan pursuant to a prior Commitment, on the date on which such Lender acquires interest in such Loan), provided that this clause (x) shall not apply to a Lender that became a Lender pursuant to an assignment request by the Borrower under Section 2.6, or (y) such Lender changes its lending office, except in each case to the extent that, pursuant to this Section 2.3, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest in such Loan or Commitment or to such Lender immediately before it changed its lending office; and (iv) Taxes that are imposed pursuant to Sections 1471 through 1474 of the Code as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Code as of the date of this Agreement (or any amended or successor version described above), and any intergovernmental agreement (and any related fiscal or regulatory legislation, administrative rules or official practices implementing the foregoing (such Code provisions, agreements, regulations and interpretations, collectively, “FATCA”)). If applicable Law (as determined in the good faith discretion of any applicable withholding agent) requires any Taxes not described in clauses (i) through (iv) of the preceding sentence (“Non-Excluded Taxes”) or any Other Taxes to be withheld by any applicable withholding agent from any amounts payable under any Loan Document, the amounts so payable by or on behalf of any Loan Party shall be increased to the extent necessary so that after such deduction or withholding has been made (including such deductions and withholdings of Non- Excluded Taxes or Other Taxes applicable to additional sums payable under this Section 2.3) the applicable Lender (or, in the case of any amounts received by the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such deduction or withholding been made. (b)

Payment Free of Taxes. All (a) Any payments made by or on behalf of any Party under the Loan Party to a Recipient under any Loan Document 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 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 or on account of, any Taxes (except as required by applicable Law), excluding any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted taxes from a payment to a Recipient: (i) Taxes imposed on or measured by net income (however denominated), branch profits, and franchise Taxes, in each case (x) imposed on any Recipient as a result of such Recipient being organized under the laws of, or having its principal office or applicable lending office located in, the jurisdiction of the Governmental Authority imposing such Tax (or any political subdivision thereof), or (y) that are Other Connection Taxes; (ii) Taxes imposed on any Recipient that are attributable to such Recipient’s failure to comply with the requirements of clauses, (f), (g) or (h) of this Section 2.3; (iii) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a Law in effect on the date on which (x) such Lender acquires such interest in such Commitment (or, to the extent such Lender did not fund an applicable Loan pursuant to a prior Commitment, on the date on which such Lender acquires interest in such Loan), provided that this clause (x) shall not apply to a Lender that became a Lender pursuant to an assignment request by the Borrower under Section 2.6, or (y) such Lender changes its lending office, except in each case to the extent that, pursuant to this Section 2.3, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest in such Loan or Commitment or to such Lender immediately before it changed its lending office; and (iv) Taxes that are imposed pursuant to Sections 1471 through 1474 of the Code as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Code as of the date of this Agreement (or any amended or successor version described above), and any intergovernmental agreement (and any related fiscal or regulatory legislation, administrative rules or official practices implementing the foregoing (such Code provisions, agreements, regulations and interpretations, collectively, “FATCA”)). If applicable Law (as determined in the good faith discretion of any applicable withholding agent) requires any Taxes not described in clauses (i) through (iv) of the preceding sentence (“Non-Excluded Taxes”) or any Other Taxes to be withheld by any applicable withholding agent from any amounts payable under any Loan Document, the amounts so payable by or on behalf of any Loan Party shall be increased to the extent necessary so that after such deduction or withholding has been made (including such deductions and withholdings of Non- Excluded Taxes or Other Taxes applicable to additional sums payable Bank under this Section 2.3) the applicable Lender (or, in the case of any amounts received by the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such deduction or withholding been made. (b)Agreement.

Payment Free of Taxes. All Any and all payments made by or on behalf account of any Loan Party obligation of the Borrowers (the term Borrower under Article III being deemed to include any Restricted Subsidiary for whose account a Recipient 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 or on account ofany Taxes, any Taxes (except as required by applicable Law), excluding . If any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient: (i) Taxes imposed on or measured by net income (however denominated), branch profits, and franchise Taxes, in each case (x) imposed on any Recipient as a result of such Recipient being organized under the laws of, or having its principal office or applicable lending office located in, the jurisdiction of the Governmental Authority imposing such Tax (or any political subdivision thereof), or (y) that are Other Connection Taxes; (ii) Taxes imposed on any Recipient that are attributable to such Recipient’s failure to comply with the requirements of clauses, (f), (g) or (h) of this Section 2.3; (iii) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a Law in effect on the date on which (x) such Lender acquires such interest in such Commitment (or, to the extent such Lender did not fund an applicable Loan pursuant to a prior Commitment, on the date on which such Lender acquires interest in such Loan), provided that this clause (x) shall not apply to a Lender that became a Lender pursuant to an assignment request by the Borrower under Section 2.6, or (y) such Lender changes its lending office, except in each case to the extent that, pursuant to this Section 2.3, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest in such Loan or Commitment or to such Lender immediately before it changed its lending office; and (iv) Taxes that are imposed pursuant to Sections 1471 through 1474 of the Code as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with)Borrower, any current Subsidiary Guarantor or future regulations the Administrative Agent or official interpretations thereof, other applicable withholding agent shall be required by any agreement entered into pursuant to Section 1471(b)(1) of the Code as of the date of this Agreement (or any amended or successor version described above), and any intergovernmental agreement (and any related fiscal or regulatory legislation, administrative rules or official practices implementing the foregoing (such Code provisions, agreements, regulations and interpretations, collectively, “FATCA”)). If applicable Law to deduct or withhold any Tax from any amount payable under any Loan Document (as determined in the good good-faith discretion of any the applicable withholding agent) requires any Taxes not described in clauses ), then (i) through (iv) of the preceding sentence (“Non-Excluded Taxes”) or any Other Taxes to be withheld by any applicable withholding agent from any amounts payable under any Loan Documentshall 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 amounts so amount payable by the applicable Borrower or on behalf of any Loan Party Subsidiary Guarantor shall be increased to the extent as necessary so that after making such deduction required deductions or withholding has been made withholdings (including such deductions and or withholdings of Non- Excluded Taxes or Other Taxes applicable to additional sums amounts payable under this Section 2.3) the 3.01), each of such Agent or such Lender, as applicable Lender (or, in the case of any amounts received by the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum 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 (bor, 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 thereof, a copy of the return reporting such payment, or other evidence reasonably acceptable to the Administrative Agent.

Payment Free of Taxes. All payments of principal, interest and fees and all other amounts to be made by Borrower pursuant to this Agreement shall be paid without deduction for, and free from, any tax, imposts, levies, duties, deductions, or on behalf withholdings of any Loan Party to a Recipient under nature now or at any Loan Document shall be made free and clear of, and without deduction time hereafter imposed by any governmental authority or withholding for by any taxing authority thereof or on account of, any Taxes (except as required by applicable Law), therein excluding any in the case of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient: (i) Taxes Agent and each Lender, taxes imposed on or measured by its net income (however denominated)income, branch profitsprofits tax or franchise taxes imposed on it by the jurisdiction under the laws of which the Agent or such Lender is organized or any political subdivision thereof and, in the case of each Lender, taxes imposed on its income, branch profits and franchise Taxes, in each case (x) taxes imposed on any Recipient as a result it, by the jurisdiction of such Recipient Lender's applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, imposts, levies, duties, deductions or withholdings of any nature being "Non-Excluded Taxes"). In the event that Borrower is required by applicable law to make any such withholding or deduction of Non-Excluded Taxes with respect to any amount payable hereunder, Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish the Agent or any Lender in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to the Agent or such Lender, as applicable, additional amounts as may be necessary in order that the amount received by the Agent or such Lender, as applicable, after the required withholding or other payment shall equal the amount the Agent or such Lender would have received had no such withholding or other payment been made; provided, that Borrower shall not be required to pay any such additional amounts to any Lender that is not organized under the laws of, or having its principal office or applicable lending office located in, the jurisdiction of the Governmental Authority imposing such Tax (United States or any political subdivision thereof), or (y) that are Other Connection Taxes; (ii) Taxes imposed on any Recipient that are attributable to state thereof if such Recipient’s failure Lender fails to comply with the requirements of clausesthe following paragraph. If no withholding or deduction of Non-Excluded Taxes are payable in respect to any amount payable hereunder, (f), (g) or (h) of this Section 2.3; (iii) in the case of a Borrower shall furnish any Lender, U.S. federal withholding Taxes imposed on amounts payable to at such Lender's request, a certificate from each applicable taxing authority or for the account an opinion of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a Law in effect on the date on which (x) such Lender acquires such interest in such Commitment (or, to the extent such Lender did not fund an applicable Loan pursuant to a prior Commitment, on the date on which such Lender acquires interest in such Loan), provided that this clause (x) shall not apply to a Lender that became a Lender pursuant to an assignment request by the Borrower under Section 2.6, or (y) such Lender changes its lending office, except in each case to the extent that, pursuant to this Section 2.3, amounts with respect to such Taxes were payable either counsel acceptable to such Lender’s assignor immediately before , in either case stating that such Lender acquired the applicable interest in such Loan payments are exempt from or Commitment not subject to withholding or to such Lender immediately before it changed its lending office; and (iv) Taxes that are imposed pursuant to Sections 1471 through 1474 deduction of the Code as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Code as of the date of this Agreement (or any amended or successor version described above), and any intergovernmental agreement (and any related fiscal or regulatory legislation, administrative rules or official practices implementing the foregoing (such Code provisions, agreements, regulations and interpretations, collectively, “FATCA”)). If applicable Law (as determined in the good faith discretion of any applicable withholding agent) requires any Taxes not described in clauses (i) through (iv) of the preceding sentence (“Non-Excluded Taxes”) . If Borrower fail to provide such original or any Other Taxes to be withheld by any applicable withholding agent from any amounts payable under any Loan Document, the amounts so payable by or on behalf certified copy of any Loan Party shall be increased to the extent necessary so that after such deduction or withholding has been made (including such deductions and withholdings a receipt evidencing payment of Non- Non-Excluded Taxes or Other Taxes applicable certificate(s) or opinion of counsel of exemption, Borrower hereby agrees to additional sums payable compensate such Lender for, and indemnify it with respect to, the tax consequences of Borrower's failure to provide evidence of tax payments or tax exemption. Before making any claim pursuant to this Section, such Lender shall designate a different lending office if such designation will avoid the need for giving such notice and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. Each Lender will promptly notify Borrower of a change in such Lender's tax status that would require Borrower to withhold and/or pay any amounts under this Section 2.33.16. Each Lender that is not a United States person (as defined in Section 7701(a)(30) of the applicable Lender (or, in the case of any amounts received by the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such deduction or withholding been made. (b)Code):

Payment Free of Taxes. All To the extent permitted by applicable law, any payments made by or on behalf of any Loan Party to a Recipient the Company under any of the Loan Document Documents shall be made free and clear of, and without deduction or withholding for or on account reduction by reason of, any Taxes tax, assessment or other charge imposed by the United States of America or any political subdivision or taxing authority thereof or therein (except as required by applicable Law"TAXES"), excluding any PROVIDED, HOWEVER, that Taxes shall not include taxes (whether imposed directly or by means of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient: (iwithholdings) Taxes imposed on or measured by (i) the overall net income (however denominated), branch profits, and franchise Taxes, in each case (x) imposed on of any Recipient as a result Lender by the United States of such Recipient being organized under the laws of, or having its principal office or applicable lending office located in, the jurisdiction of the Governmental Authority imposing such Tax (America or any political subdivision thereof)or taxing authority thereof or therein, or (y) that are Other Connection Taxes; (ii) gross receipts generally applicable to banks. To the extent that the Company is obligated by applicable laws to make any deduction or withholding on account of Taxes imposed on from any Recipient that are attributable to such Recipient’s failure to comply with the requirements of clauses, (f), (g) or (h) of this Section 2.3; (iii) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts amount payable to or for the account of such any Lender with respect to an applicable interest in a Loan or Commitment pursuant to a Law in effect on the date on which (x) such Lender acquires such interest in such Commitment (or, to the extent such Lender did not fund an applicable Loan pursuant to a prior Commitment, on the date on which such Lender acquires interest in such Loan), provided that under this clause (x) shall not apply to a Lender that became a Lender pursuant to an assignment request by the Borrower under Section 2.6, or (y) such Lender changes its lending office, except in each case to the extent that, pursuant to this Section 2.3, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest in such Loan or Commitment or to such Lender immediately before it changed its lending office; and (iv) Taxes that are imposed pursuant to Sections 1471 through 1474 of the Code as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Code as of the date of this Agreement (or any amended or successor version described above), and any intergovernmental agreement (and any related fiscal or regulatory legislation, administrative rules or official practices implementing the foregoing (such Code provisions, agreements, regulations and interpretations, collectively, “FATCA”)). If applicable Law (as determined in the good faith discretion of any applicable withholding agent) requires any Taxes not described in clauses (i) through (iv) of the preceding sentence (“Non-Excluded Taxes”) or any Other Taxes to be withheld by any applicable withholding agent from any amounts payable under any Loan DocumentAgreement, the amounts so payable by or on behalf of any Loan Party Company shall be increased to the extent necessary so that after (a) make such deduction or withholding has been made and pay the same to the relevant governmental agency, and (including b) pay such deductions and withholdings of Non- Excluded Taxes additional amount to that Lender as is necessary to result in that Lender's receiving a net after-tax (or Other Taxes applicable to additional sums payable under this Section 2.3after-assessment or after-charge) the applicable Lender (or, in the case of any amounts received by the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it amount to which 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 been madeon 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 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 Lender agrees (b)i) promptly to notify the Company if any fact set forth in such certificate ceases to be true 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 that the Company make any deduction or withholding for taxes from amounts payable to that Lender under this Agreement, and (iii) otherwise cooperate with the Company to minimize any amounts payable by the Company under this SECTION 2.20.