Common use of Payment Net of Taxes Clause in Contracts

Payment Net of Taxes. All payments made by the Borrower under this Agreement or any other Loan Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding (i) in the case of each Lender Party, income or franchise taxes imposed on such Lender Party by the jurisdiction under the laws of which such Lender Party is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between such Lender Party and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and (ii) in the case of each Lender, income or franchise taxes imposed by any jurisdiction in which such Lender's lending offices which make or book Letter of Credit Unreimbursed Draws are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called "Taxes"). If any Taxes are required to be withheld or deducted from any amounts payable to any Lender Party under this Agreement or any other Loan Document, the Borrower shall pay the relevant amount of such Taxes and the amounts so payable to such Lender Party shall be increased to the extent necessary to yield to such Lender Party (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrower with respect to payments made in connection with this Agreement or any other Loan Document, as promptly as possible thereafter, the Borrower shall send to the Agent for its own account or for the account of such Lender Party, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof.

Payment Net of Taxes. All Any and all payments made by the Borrower in respect of amounts due under this Agreement or Agreement, the Notes and any other Loan Financing Document shall be made free and clear of, and without reduction withholding or withholding deduction for or on account of, any present or future incometaxes (including, without limitation, income taxes, value added taxes, sales taxes, use taxes, stamp or other documenting taxes, excise taxes, property taxes and asset taxes), duties, levies, fees, imposts, dutiesdeductions, charges, fees, deductions charges or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding of whatever nature now or hereafter imposed, assessed or levied (iincluding interest, penalties or additions thereto) in by any Argentine Governmental Authority or by any other Governmental Authority from or through which any payment is made hereunder or under the case of each Lender Partyother Financing Documents (“Taxes”), except income or franchise taxes imposed on such any Lender Party by the jurisdiction under the laws of which such Lender Party is organized the jurisdiction, whether federal, state or any political subdivision or taxing authority thereof or therein or as a result of a connection between such Lender Party and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated herebylocal, and (ii) in the case of each Lender, income or franchise taxes imposed by any jurisdiction in which such Lender's lending offices which make it is resident or book Letter of Credit Unreimbursed Draws are located or any political subdivision or taxing authority thereof or therein organized (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called "“Excluded Taxes"”). If any Taxes Taxes, other than any Excluded Taxes, are required by Applicable Law to be withheld or deducted from or in respect of any amounts sum payable to any Lender Party under this Agreement Agreement, the Notes or any other Loan Financing Document: (1) the Borrower shall pay such additional amount as may be necessary to ensure that after reduction for all required withholdings or deductions for Taxes, other than Excluded Taxes (including withholdings or deductions applicable to additional sums payable under this Section 5.1), the net amount actually received by the Lenders free and clear of such withholding or deduction is equal to the amount the Lenders would have received had no such withholdings or deductions been made; (2) the Borrower shall make such withholdings or deductions; and (3) the Borrower shall pay the relevant full amount of such Taxes and the amounts so payable to such Lender Party shall be increased withheld or deducted to the extent necessary to yield to such Lender Party (after payment of all Taxes) interest or any such other amounts payable hereunder at relevant Governmental Authorities in accordance with the rates or in the amounts specified in this Agreement Applicable Laws and the other Loan Documents. Whenever any Taxes are paid by the Borrower with respect to payments made in connection with this Agreement or any other Loan Document, as promptly as possible thereafter, the Borrower shall send prior to the Agent for its own account or for the account of such Lender Party, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereofdate on which penalties attach thereto.

Payment Net of Taxes. (i) All payments made by the Borrower to the Lender under this Agreement and the Note shall be made without any deduction, setoff or counterclaim of any other Loan Document kind. All payments to be made to the Lender hereunder shall be made free and clear of, and without reduction withholding or withholding deduction for or on account of, any present Taxes (except to the extent that such withholding or future incomededuction is compelled by law), stamp excluding any Excluded Taxes. If the Borrower is compelled by law to make any such deduction or other taxeswithholding, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excludingit will: (iA) in pay to the case of each Lender Party, income or franchise taxes imposed on such Lender Party by relevant authorities the jurisdiction under the laws of which such Lender Party is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between such Lender Party and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and (ii) in the case of each Lender, income or franchise taxes imposed by any jurisdiction in which such Lender's lending offices which make or book Letter of Credit Unreimbursed Draws are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called "Taxes"). If any Taxes are full amount required to be withheld or deducted from deducted; (B) except in the case of Excluded Taxes, pay such additional amounts to the Lender as may be required for the Lender to receive, after such deduction or withholding (including any amounts payable required deduction or withholding on such additional amounts), the amount it would have received had no such deduction or withholding been made; and (C) promptly forward to the Lender an official receipt or other documentation reasonably satisfactory to the Lender evidencing such payment to such authorities. If any Taxes (other than Excluded Taxes) are directly assessed against the Lender, the Lender Party under this Agreement or any other Loan Documentshall promptly notify the Borrower of such assessment. Unless the Borrower promptly provides evidence satisfactory to the Lender that such Taxes have been paid, the Lender may pay such Taxes. Thereafter, the Borrower shall pay such additional amount (including, without limitation, any penalties, interest or expenses, but excluding any such items resulting from (A) the relevant amount failure of the Lender promptly to notify the Borrower of the assessment of such Taxes against the Lender, or (B) the gross negligence or willful misconduct of the Lender) as may be necessary for the Lender to receive, after the payment of such Taxes (including any Taxes on such additional amount), the amount the Lender would have received had no such Taxes been assessed. The Borrower’s obligations arising from this Section 3.02 shall survive repayment of the Loan, cancellation of the Note and the amounts so payable to such Lender Party shall be increased to the extent necessary to yield to such Lender Party (after payment termination of all Taxes) interest or this Agreement. Notwithstanding any such other amounts payable hereunder at the rates or in the amounts specified provision contained in this Agreement and to the other contrary, in the event that the Lender should assign all or any portion of the Loan Documents. Whenever or all or any Taxes are paid by the Borrower with respect to payments made in connection with portion of its rights under this Agreement or any other Loan Document, as promptly as possible thereafterto another Person, the Borrower Borrower’s obligations under this Section 3.02 shall send to not be greater than what its obligations would have been if the Agent for its own account or for Lender had retained a 100% interest in the account of such Lender Party, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereofLoan and in this Agreement.

Payment Net of Taxes. All Any and all payments made by the Borrower in respect of amounts due under this Agreement or Agreement, the Notes and any other Loan Financing Document shall be made free and clear of, and without reduction withholding or withholding deduction for or on account of, any present or future incometaxes (including, without limitation, income taxes, value added taxes, sales taxes, use taxes, stamp or other documenting taxes, excise taxes, property taxes and asset taxes), duties, levies, fees, imposts, dutiesdeductions, charges, fees, deductions charges or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding of whatever nature now or hereafter imposed, assessed or levied (iincluding interest, penalties or additions thereto) in by any Brazilian Governmental Authority or by any other Governmental Authority from or through which any payment is made hereunder or under the case of each Lender Partyother Financing Documents (“Taxes”), except income or franchise taxes imposed on such any Lender Party by the jurisdiction under the laws of which such Lender Party is organized the jurisdiction, whether federal, state or any political subdivision or taxing authority thereof or therein or as a result of a connection between such Lender Party and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated herebylocal, and (ii) in the case of each Lender, income or franchise taxes imposed by any jurisdiction in which such Lender's lending offices which make it is resident or book Letter of Credit Unreimbursed Draws are located or any political subdivision or taxing authority thereof or therein organized (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called "“Excluded Taxes"”). If any Taxes Taxes, other than any Excluded Taxes, are required by Applicable Law to be withheld or deducted from or in respect of any amounts sum payable to any Lender Party under this Agreement Agreement, the Notes or any other Loan Financing Document: (1) the Borrower shall pay such additional amount as may be necessary to ensure that after reduction for all required withholdings or deductions for Taxes, other than Excluded Taxes (including withholdings or deductions applicable to additional sums payable under this Section 5.1), the net amount actually received by the Lenders free and clear of such withholding or deduction is equal to the amount the Lenders would have received had no such withholdings or deductions been made; (2) the Borrower shall make such withholdings or deductions; and (3) the Borrower shall pay the relevant full amount of such Taxes and the amounts so payable to such Lender Party shall be increased withheld or deducted to the extent necessary to yield to such Lender Party (after payment of all Taxes) interest or any such other amounts payable hereunder at relevant Governmental Authorities in accordance with the rates or in the amounts specified in this Agreement Applicable Laws and the other Loan Documents. Whenever any Taxes are paid by the Borrower with respect to payments made in connection with this Agreement or any other Loan Document, as promptly as possible thereafter, the Borrower shall send prior to the Agent for its own account or for the account of such Lender Party, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereofdate on which penalties attach thereto.

Payment Net of Taxes. All Any and all payments made by the Borrower in respect of amounts due under this Agreement or Agreement, the Notes and any other Loan Financing Document shall be made free and clear of, and without reduction withholding or withholding deduction for or on account of, any present or future incometaxes (including, without limitation, income taxes, value added taxes, sales taxes, use taxes, stamp or other documenting taxes, excise taxes, property taxes and asset taxes), duties, levies, fees, imposts, dutiesdeductions, charges, fees, deductions charges or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding of whatever nature now or hereafter imposed, assessed or levied (iincluding interest, penalties or additions thereto) in by any Argentine Governmental Authority or by any other Governmental Authority from or through which any payment is made hereunder or under the case other Financing Documents ("TAXES"), except taxes imposed on (or assessed on the basis of) the overall net income of each Lender Party, income or franchise taxes imposed on such any Lender Party by the jurisdiction under the laws of which such Lender Party is organized the jurisdiction, whether federal, state or any political subdivision or taxing authority thereof or therein or as a result of a connection between such Lender Party and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated herebylocal, and (ii) in the case of each Lender, income or franchise taxes imposed by any jurisdiction in which such Lender's lending offices which make it is resident or book Letter of Credit Unreimbursed Draws are located or any political subdivision or taxing authority thereof or therein organized (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called "TaxesEXCLUDED TAXES"). If any Taxes Taxes, other than any Excluded Taxes, are required by Applicable Law to be withheld or deducted from or in respect of any amounts sum payable to any Lender Party under this Agreement Agreement, the Notes or any other Loan Financing Document: (1) the Borrower shall pay such additional amount as may be necessary to ensure that after reduction for all required withholdings or deductions for Taxes, other than Excluded Taxes (including withholdings or deductions applicable to additional sums payable under this Section 5.1), the net amount actually received by the Lenders free and clear of such withholding or deduction is equal to the amount the Lenders would have received had no such withholdings or deductions been made; (2) the Borrower shall make such withholdings or deductions; and (3) the Borrower shall pay the relevant full amount of such Taxes and the amounts so payable to such Lender Party shall be increased withheld or deducted to the extent necessary to yield to such Lender Party (after payment of all Taxes) interest or any such other amounts payable hereunder at relevant Governmental Authorities in accordance with the rates or in the amounts specified in this Agreement Applicable Laws and the other Loan Documents. Whenever any Taxes are paid by the Borrower with respect to payments made in connection with this Agreement or any other Loan Document, as promptly as possible thereafter, the Borrower shall send prior to the Agent for its own account or for the account of such Lender Party, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereofdate on which penalties attach thereto.

Payment Net of Taxes. All payments made by the Borrower under this Agreement or any other Loan Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding (i) in the case of each Lender Party, income or franchise taxes imposed on such Lender Party by the jurisdiction under the laws of which such Lender Party is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between such Lender Party and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and (ii) in the case of each Lender, income or franchise taxes imposed by any jurisdiction in which such Lender's lending offices which make or book Letter of Credit Unreimbursed Draws are located or any political subdivision or taxing authority thereof or therein and (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called "Taxes"). If any Taxes are required to be withheld or deducted from any amounts payable to any Lender Party under this Agreement or any other Loan Document, the Borrower shall pay the relevant amount of such Taxes and the amounts so payable to such Lender Party shall be increased to the extent necessary to yield to such Lender Party (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrower with respect to payments made in connection with this Agreement or any other Loan Document, as promptly as possible thereafter, the Borrower shall send to the Agent for its own account or for the account of such Lender Party, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof.

Payment Net of Taxes. All payments made by the Borrower under this Agreement or any other Loan Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excludingor (i) in the case of each Lender Party, income or franchise taxes imposed on such Lender Party by the jurisdiction under the laws of which such Lender Party is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between such Lender Party and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and (ii) in the case of each Lender, income or franchise taxes imposed by any jurisdiction in which such Lender's lending offices which make or book Letter of Credit Unreimbursed Draws Loans are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called "Taxes"). If any Taxes are required to be withheld or deducted from any amounts payable to any Lender Party under this Agreement or any other Loan Document, the Borrower shall pay the relevant amount of such Taxes and the amounts so payable to such Lender Party shall be increased to the extent necessary to yield to such Lender Party (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrower with respect to payments made in connection with this Agreement or any other Loan Document, to the extent and as promptly as possible thereafter, the Borrower shall send to the Agent for its own account or for the account of such Lender Party, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof.

Payment Net of Taxes. All payments made by the Borrower under this Agreement or any other Loan Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding (i) in the case of each Lender Party, income or franchise taxes imposed on such Lender Party by the jurisdiction under the laws of which such Lender Party is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between such Lender Party and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and (ii) in the case of each Lender, income or franchise taxes imposed by any jurisdiction in which such Lender's lending offices which make or book Letter of Credit Unreimbursed Draws Loans are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called "Taxes"). If any Taxes are required to be withheld or deducted from any amounts payable to any Lender Party under this Agreement or any other Loan Document, the Borrower shall pay the relevant amount of such Taxes and the amounts so payable to such Lender Party shall be increased to the extent necessary to yield to such Lender Party (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrower with respect to payments made in connection with this Agreement or any other Loan Document, as promptly as possible thereafter, the Borrower shall send to the Agent for its own account or for the account of such Lender Party, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof.

Payment Net of Taxes. (i) All payments made by the Borrower Borrowers to the Lender under this Agreement and the Note shall be made without any setoff, deduction or counterclaim of any other Loan Document kind. All payments made to the Lender hereunder shall be made free and clear of, of and without reduction withholding or withholding 4822-8289-8388 deduction for or on account ofof any taxes (except to the extent that such withholding or deduction is compelled by law), excluding any present taxes assessed on or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding (i) in the case of each Lender Party, income or franchise taxes imposed on such Lender Party measured by the jurisdiction under net income of the laws of which such Lender Party is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between such Lender Party and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and (ii) in the case of each Lender, income or franchise taxes imposed by any jurisdiction in which (any such Lender's lending offices which make or book Letter of Credit Unreimbursed Draws are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called "the “Excluded Taxes"”). If the Borrowers are compelled by law to make any Taxes are such deduction or withholding, they will: (A) pay to the relevant authorities the full amount required to be withheld or deducted deducted; (B) except in the case of Excluded Taxes, pay such additional amounts to the Lender as may be required for the Lender to receive, after such deduction or withholding (including any required deduction or withholding on such additional amounts), the amount it would have received had no such deduction or withholding been made; and (C) promptly forward to the Lender an official receipt or other documentation satisfactory to the Lender evidencing such payment to such authorities. If any taxes (other than Excluded Taxes) are directly assessed against the Lender, the Lender shall promptly notify the Borrowers of such assessment. Unless the Borrowers promptly provide evidence satisfactory to the Lender that such taxes have been paid, the Lender may pay such taxes. Thereafter, the Borrowers shall pay such additional amount (including, without limitation, any penalties, interest or expenses, but excluding any such items resulting from (A) the failure of the Lender promptly to notify the Borrowers of the assessment of such taxes against the Lender, or (B) the gross negligence or willful misconduct of the Lender) as may be necessary for the Lender to receive, after the payment of such taxes (including any amounts payable taxes on such additional amount), the amount the Lender would have received had no such taxes been assessed. The Borrowers’ Obligations arising from this Section 3.01 shall survive repayment of the Loan, cancellation of the Note and the termination of this Agreement. Notwithstanding any provision contained in this Agreement to the contrary, in the event that the Lender should assign all or any Lender Party portion of the Loan or of its rights under this Agreement or any other Loan Documentto another Person, the Borrower Borrowers’ Obligations under this Section 3.01 shall pay not be greater than what its obligations would have been if the relevant amount of such Taxes and the amounts so payable to such Lender Party shall be increased to the extent necessary to yield to such Lender Party (after payment of all Taxes) had retained a 100% interest or any such other amounts payable hereunder at the rates or in the amounts specified Loan and in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrower with respect to payments made in connection with this Agreement or any other Loan Document, as promptly as possible thereafter, the Borrower shall send to the Agent for its own account or for the account of such Lender Party, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereofAgreement.

Payment Net of Taxes. All Any and all payments made by the Borrower in respect of amounts due under this Agreement or Agreement, the Notes and any other Loan Financing Document shall be made free and clear of, and without reduction withholding or withholding deduction for or on account of, any present or future incometaxes (including, without limitation, income taxes, value added taxes, sales taxes, use taxes, stamp or other documenting taxes, excise taxes, property taxes and asset taxes), duties, levies, fees, imposts, dutiesdeductions, charges, fees, deductions charges or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding of whatever nature now or hereafter imposed, assessed or levied (iincluding interest, penalties or additions thereto) in by any Brazilian Governmental Authority or by any other Governmental Authority from or through which any payment is made hereunder or under the case other Financing Documents ("TAXES"), except taxes imposed on (or assessed on the basis of) the overall net income of each Lender Party, income or franchise taxes imposed on such any Lender Party by the jurisdiction under the laws of which such Lender Party is organized the jurisdiction, whether federal, state or any political subdivision or taxing authority thereof or therein or as a result of a connection between such Lender Party and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated herebylocal, and (ii) in the case of each Lender, income or franchise taxes imposed by any jurisdiction in which such Lender's lending offices which make it is resident or book Letter of Credit Unreimbursed Draws are located or any political subdivision or taxing authority thereof or therein organized (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called "TaxesEXCLUDED TAXES"). If any Taxes Taxes, other than any Excluded Taxes, are required by Applicable Law to be withheld or deducted from or in respect of any amounts sum payable to any Lender Party under this Agreement Agreement, the Notes or any other Loan Financing Document: (1) the Borrower shall pay such additional amount as may be necessary to ensure that after reduction for all required withholdings or deductions for Taxes, other than Excluded Taxes (including withholdings or deductions applicable to additional sums payable under this Section 5.1), the net amount actually received by the Lenders free and clear of such withholding or deduction is equal to the amount the Lenders would have received had no such withholdings or deductions been made; (2) the Borrower shall make such withholdings or deductions; and (3) the Borrower shall pay the relevant full amount of such Taxes and the amounts so payable to such Lender Party shall be increased withheld or deducted to the extent necessary to yield to such Lender Party (after payment of all Taxes) interest or any such other amounts payable hereunder at relevant Governmental Authorities in accordance with the rates or in the amounts specified in this Agreement Applicable Laws and the other Loan Documents. Whenever any Taxes are paid by the Borrower with respect to payments made in connection with this Agreement or any other Loan Document, as promptly as possible thereafter, the Borrower shall send prior to the Agent for its own account or for the account of such Lender Party, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereofdate on which penalties attach thereto.

Payment Net of Taxes. All payments made by the Borrower to the Lender under this Agreement or any other Loan Document and the Note shall be made without any setoff or counterclaim, and free and clear of, of and without reduction withholding or withholding deduction for or on account ofof any taxes (except to the extent that such withholding or deduction is compelled by law), excluding any present taxes assessed on or future income, stamp or other measured by the net income of the Lender imposed by any jurisdiction (any such excluded taxes, leviesthe “Excluded Taxes”). If the Borrower is compelled by law to make any such deduction or withholding, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excludingit will: (i) in pay to the case of each Lender Party, income or franchise taxes imposed on such Lender Party by relevant authorities the jurisdiction under the laws of which such Lender Party is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between such Lender Party and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and (ii) in the case of each Lender, income or franchise taxes imposed by any jurisdiction in which such Lender's lending offices which make or book Letter of Credit Unreimbursed Draws are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called "Taxes"). If any Taxes are full amount required to be withheld or deducted from deducted; (ii) except with respect to Excluded Taxes, pay such additional amounts to the Lender as may be required for the Lender to receive, after such deduction or withholding (including any amounts payable required deduction or withholding on such additional amounts), the amount it would have received had no such deduction or withholding been made; and (iii) promptly forward to the Lender an official receipt or other documentation satisfactory to the Lender evidencing such payment to such authorities. If any taxes (other than Excluded Taxes) are directly assessed against the Lender, the Lender Party under this Agreement or any other Loan Documentshall promptly notify the Borrower of such assessment. Unless the Borrower promptly provides evidence satisfactory to the Lender that such taxes have been paid, the Lender may pay such taxes. Thereafter, the Borrower shall pay such additional amount (including, without limitation, any penalties, interest or expenses, but excluding any such items resulting from (A) the relevant failure of the Lender promptly to notify the Borrower of the assessment of such taxes against the Lender or (B) the gross negligence, bad faith or willful misconduct of the Lender) as may be necessary for the Lender to receive, after the payment of such taxes (including any taxes on such additional amount), the amount the Lender would have received had no such taxes been assessed. The Borrower’s obligations arising from this Section 2.4(d) shall survive repayment of the Loan, cancellation of the Note and the termination of this Agreement. Notwithstanding any provision contained in this Agreement to the contrary, in the event that the Lender should assign all or any portion of the Loan or of its rights under this Agreement to another Person, the Borrower’s obligations under this Section 2.4 shall not be greater than what its obligations would have been if the Lender had retained a 100% interest in the Loan and in this Agreement. If the Lender determines that it has received a refund or direct credit with any taxes as to which the Borrower has made additional payments, it shall promptly notify Borrower of such refund or direct credit and shall within thirty (30) days of its receipt of the amount of such Taxes and the amounts so payable to refund or direct credit pay such Lender Party shall be increased amount to the extent necessary to yield to such Lender Party Borrower (after payment of all Taxes) plus any interest paid or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid credited by the Borrower relevant taxing authority with respect to such amount). The Lender shall cooperate with the Borrower to obtain any refunds or direct credits that would give rise to payments hereunder (i) the Borrower pays all reasonable out of pocket expenses incurred by the Lender to obtain such refunds or direct credits and (ii) the Lender determines, in its reasonable discretion, that it would not be materially disadvantaged (other than costs and expenses that the Borrower has agreed to pay) in obtaining the refund or direct credit. To the extent a refund or direct credit is required to be repaid with respect to which the payments have been made in connection with under this Agreement or any other Loan Document, as promptly as possible thereafterprovision, the Borrower shall send to indemnify and promptly reimburse the Agent for its own account or Lender for the account of such Lender Party, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereofamounts repaid.

Payment Net of Taxes. All payments made by the Borrower under this Agreement or any other Loan Document shall be made free and clear of, and without reduction or withholding for or on account offor, any and all present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding excluding (ix) in the case of each Lender Party, net income or taxes imposed on such Lender Party by the United States, and net income taxes and franchise taxes imposed on such Lender Party by the jurisdiction under the laws of which such Lender Party is organized or by any political subdivision or taxing authority thereof or therein or as a result of a connection between such Lender Party thereof, and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and (iiy) in the case of each Lender, net income or taxes and franchise taxes imposed on such Lender by any the jurisdiction in which such the Lender's lending offices which make or book Letter of Credit Unreimbursed Draws are Lending Office is located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called "Taxes"). If the Borrower shall be required by law to deduct any Taxes are required to be withheld from or deducted from in respect of any amounts sum payable to any Lender Party under this Agreement or any other Loan DocumentDocument to any Lender Party, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including without limitation deductions applicable to additional sums payable under this Section 2.11) such Lender Party receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, and (iii) the Borrower shall pay the relevant full amount of such Taxes and the amounts so payable to such Lender Party shall be increased deducted to the extent necessary to yield to such Lender Party (after payment of all Taxes) interest relevant taxation authority or any such other amounts payable hereunder at the rates or authority in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrower accordance with respect to payments made in connection with this Agreement or any other Loan Document, as promptly as possible thereafter, the Borrower shall send to the Agent for its own account or for the account of such Lender Party, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereofapplicable law.

Payment Net of Taxes. (i) All payments made by the Borrower to the Lender under this Agreement and the Note shall be made without any setoff, deduction or counterclaim of any other Loan Document kind. All payments made to the Lender hereunder shall be made free and clear of, of and without reduction withholding or withholding deduction for or on account ofof any taxes (except to the extent that such withholding or deduction is compelled by law), excluding any present taxes assessed on or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding (i) in the case of each Lender Party, income or franchise taxes imposed on such Lender Party measured by the jurisdiction under net income of the laws of which such Lender Party is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between such Lender Party and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and (ii) in the case of each Lender, income or franchise taxes imposed by any jurisdiction in which (any such Lender's lending offices which make or book Letter of Credit Unreimbursed Draws are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called "the “Excluded Taxes"”). If the Borrower is compelled by law to make any Taxes are such deduction or withholding, it will: (A) pay to the relevant authorities the full amount required to be withheld or deducted from deducted; (B) except in the case of Excluded Taxes, pay such additional amounts to the Lender as may be required for the Lender to receive, after such deduction or withholding 4841-9325-3354 (including any amounts payable required deduction or withholding on such additional amounts), the amount it would have received had no such deduction or withholding been made; and (C) promptly forward to the Lender an official receipt or other documentation satisfactory to the Lender evidencing such payment to such authorities. If any taxes (other than Excluded Taxes) are directly assessed against the Lender, the Lender Party under this Agreement or any other Loan Documentshall promptly notify the Borrower of such assessment. Unless the Borrower promptly provide evidence satisfactory to the Lender that such taxes have been paid, the Lender may pay such taxes. Thereafter, the Borrower shall pay such additional amount (including, without limitation, any penalties, interest or expenses, but excluding any such items resulting from (A) the relevant amount failure of the Lender promptly to notify the Borrower of the assessment of such Taxes taxes against the Lender, or (B) the gross negligence or willful misconduct of the Lender) as may be necessary for the Lender to receive, after the payment of such taxes (including any taxes on such additional amount), the amount the Lender would have received had no such taxes been assessed. The Borrower’s Obligations arising from this Section 3.01 shall survive repayment of the Loan, cancellation of the Note and the amounts so payable to such Lender Party shall be increased to the extent necessary to yield to such Lender Party (after payment termination of all Taxes) interest or this Agreement. Notwithstanding any such other amounts payable hereunder at the rates or in the amounts specified provision contained in this Agreement and to the other contrary, in the event that the Lender should assign all or any portion of the Loan Documents. Whenever any Taxes are paid by the Borrower with respect to payments made in connection with or of its rights under this Agreement or any other Loan Document, as promptly as possible thereafterto another Person, the Borrower Borrower’s Obligations under this Section 3.01 shall send to not be greater than what its obligations would have been if the Agent for its own account or for Lender had retained a 100% interest in the account of such Lender Party, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereofLoan and in this Agreement.

Payment Net of Taxes. All payments made by the Borrower under this Agreement or any other Loan Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding (i) in the case of each Lender Party, income or franchise taxes imposed on such Lender Party by the jurisdiction under the laws of which such Lender Party is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between such Lender Party and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and (ii) in the case of each Lender, income or franchise taxes imposed by any jurisdiction in which such Lender's lending offices which make or book Letter of Credit Unreimbursed Draws Loans are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called "Taxes"). If any Taxes are required to be withheld or deducted from any amounts payable to any Lender Party under this Agreement or any other Loan Document, the Borrower shall pay the relevant amount of such Taxes and the amounts so payable to such Lender Party shall be increased to the extent necessary to yield to such Lender Party (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrower with respect to payments made in connection with this Agreement or any other Loan Document, to the extent and as promptly as possible thereafter, the Borrower shall send to the Agent for its own account or for the account of such Lender Party, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof.