Common use of Payments Free and Clear of Taxes Clause in Contracts

Payments Free and Clear of Taxes. Any and all payments by the Borrowers hereunder, under the Notes or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender and the Administrative Agent, taxes imposed on its income, capital, profits or gains and franchise taxes imposed on it, in each case by (i) the United States except withholding taxes contemplated pursuant to Section 3.03(e)(ii)(C), (ii) the Governmental Authority of the jurisdiction in which such Lender's office is located or (iii) the Governmental Authority in which such Person is organized, managed, controlled or doing business, in each case including all political subdivisions thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrowers shall be required by law to withhold or deduct any Taxes from or in respect of any sum payable hereunder, under the Notes or under any other Loan Document to any Lender or the Administrative Agent, (x) such sum payable shall be increased as may be necessary so that after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section 3.03) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (y) the Borrowers shall make such withholdings or deductions, and (z) the Borrowers shall pay the full amount withheld or deducted to the relevant taxation authority or other authority in accordance with applicable law.

Payments Free and Clear of Taxes. Any and all payments by the Borrowers Borrower hereunder, under the Notes or under any other Loan Document shall be made free and clear of and without deduction or withholding for any and all present or future taxes, levies, imposts, duties, fees, deductions, charges or withholdings, and all interest, penalties, additions to tax and liabilities with respect thereto, excluding, in the case of each Lender and the Administrative Agent, Agent (i) taxes imposed on its income, capital, profits or gains and franchise taxes imposed on it, in each case by (iA) the United States except withholding taxes contemplated pursuant to Section 3.03(e)(ii)(C3.04(e)(ii)(C), (iiB) the Governmental Authority of the jurisdiction in which such Lender's ’s office is located or (iiiC) the Governmental Authority in which such Person is organized, managed, controlled or doing business, in each case including all political subdivisions thereof, and (ii) taxes (including income taxes and branch profits taxes) imposed on or measured by the Administrative Agent’s or each Lender’s overall net income and franchise taxes imposed as a result of a present or former connection between the Administrative Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision thereof or taxing authority thereof or therein (other than any such connection arising solely from the Administrative Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, the Notes or any other Loan Document) (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "“Taxes"”). If the Borrowers Borrower shall be required by law to withhold or deduct any Taxes from or in respect of any sum payable hereunder, under the Notes or under any other Loan Document to any Lender or the Administrative Agent, (x) such sum payable shall be increased as may be necessary so that after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section 3.03) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (y) the Borrowers shall make such withholdings or deductions, and (z) the Borrowers shall pay the full amount withheld or deducted to the relevant taxation authority or other authority in accordance with applicable law.this

Payments Free and Clear of Taxes. Any and all payments by the Borrowers Borrower hereunder, under the Notes or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender Lender, the Issuing Bank and the Administrative Agent, taxes imposed on its income, capital, profits or gains and franchise taxes imposed on it, in each case by (i) the United States except withholding taxes contemplated pursuant to Section 3.03(e)(ii)(C), (ii) the Governmental Authority of the jurisdiction juris diction in which such Lender's office or, to the extent that the imposition of taxes, levies, imposts, deductions, charges or withholdings results therefrom, any branch office of such Lender is located from which such Lender makes or maintains any extension of credit under this Agreement and (iii) the Governmental Authority Authorities in those jurisdictions in which such Person is organized, managed, controlled organized or doing business, in each case including all political subdivisions thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If Subject to Section 3.03(e), if the Borrowers Borrower shall be required by law to withhold or deduct any Taxes from or in respect of any sum payable hereunder, under the Notes or under any other Loan Document to any Lender Lender, any Issuing Bank or the Administrative Agent, (x) such sum payable shall be increased as may be necessary so that after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section 3.03) such Lender Lender, such Issuing Bank or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (y) the Borrowers Borrower shall make such withholdings or deductions, and (z) the Borrowers Borrower shall pay the full amount withheld or deducted to the relevant taxation authority or other authority in accordance with applicable law.

Payments Free and Clear of Taxes. Any and all payments by the Borrowers hereunder, under the Notes made hereunder or under any other Loan Document by any Borrower to or for the benefit of the Administrative Agent, the Lenders or any of them ("Applicable Payments") shall be made free and clear of of, and without deduction for for, any and all present or future taxes, levies, imposts, deductions, charges, fees, duties or withholding or other charges or withholdingsof any nature imposed by any taxing authority, and all liabilities with respect thereto, imposed by any jurisdiction (the "Applicable Jurisdiction") as a consequence or result of any action taken by such Borrower, including the making of any Applicable Payment but excluding, in the case of each Lender and the Administrative Agent, the Lenders or any of them, taxes imposed on its income, capital, profits net income or gains capital taxes or receipts and franchise taxes imposed on it, in each case by (i) the United States except withholding taxes contemplated pursuant to Section 3.03(e)(ii)(C), (ii) the Governmental Authority of the jurisdiction in which such Lender's office is located or (iii) the Governmental Authority in which such Person is organized, managed, controlled or doing business, in each case including all political subdivisions thereof (all such non-excluded taxes, levies, imposts, deductions, charges, fees, duties, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrowers any Borrower shall be required by law to withhold or deduct any Taxes from or in respect of any sum payable hereunder, under the Notes or under any other Loan Document Applicable Payment to any Lender or the Administrative Agent, (x) such the Lenders or any of them, the sum so payable to the Administrative Agent, the Lenders or any of them shall be increased as may be necessary so that after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section 3.038.06) such Lender or the Administrative Agent (as Agent, the case may be) Lenders or any of them receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (y) . Without prejudice to the survival of any other agreement of the Borrowers shall make such withholdings or deductionshereunder, the agreements and (z) obligations of the Borrowers contained in this Section 8.06 shall pay survive indefinitely the full amount withheld or deducted to permanent repayment of the relevant taxation authority or other authority in accordance with applicable lawoutstanding credit hereunder and the termination of the Credit Agreement.

Payments Free and Clear of Taxes. Any and all payments by the Borrowers Borrower hereunder, under the Notes or under any other Loan Document shall be made free and clear of and without deduction or withholding for any and all present or future taxes, levies, imposts, duties, fees, deductions, charges or withholdings, and all interest, penalties, additions to tax and liabilities with respect thereto, excluding, in the case of each Lender and the Administrative Agent, taxes imposed on its income, capital, profits or gains and franchise taxes imposed on it, in each case by (i) the United States except withholding taxes contemplated pursuant to Section 3.03(e)(ii)(C), (ii) the Governmental Authority of the jurisdiction in which such Lender's office is located or (iii) the Governmental Authority in which such Person is organized, managed, controlled or doing business, in each case including all political subdivisions thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrowers Borrower shall be required by law to withhold or deduct any Taxes from or in respect of any sum payable hereunder, under the Notes or under any other Loan Document to any Lender or the Administrative Agent, (x) such sum payable shall be increased as may be necessary so that after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section 3.03) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (y) the Borrowers Borrower shall make such withholdings or deductions, and (z) the Borrowers Borrower shall pay the full amount withheld or deducted to the relevant taxation authority or other authority in accordance with applicable law.]

Payments Free and Clear of Taxes. Any and all payments by the Borrowers hereunder, under the Notes hereunder or under any Note or other Loan Document document evidencing any Obligations shall be made free and clear of and without deduction reduction for any and all present or future taxes, levies, imposts, deductions, charges or charges, withholdings, and all stamp or documentary taxes, excise taxes, ad valorem taxes and other taxes imposed on the value of the Property, charges or levies which arise from the execution, delivery or registration, or from payment or performance under, or otherwise with respect to, any of the Loan Documents or the Commitments and all other liabilities with respect thereto, thereto excluding, in the case of each Lender and the Administrative Agent, taxes imposed on its income, capital, profits or gains measured by net income or overall gross receipts and capital and franchise taxes imposed on it, in each case it by (i) the United States States, except withholding taxes contemplated pursuant to Section 3.03(e)(ii)(C3.03(d)(ii)(C), (ii) the Governmental Authority of the jurisdiction in which such Lender's office Lending Office is located or any political subdivision thereof or (iii) the Governmental Authority in which such Person is organized, managed, managed and controlled or doing business, in each case including all any political subdivisions subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, charges and withholdings and liabilities being hereinafter referred to as "Taxes"). If Subject to the limitations in Section 3.03(e), if the Borrowers shall be required by law to withhold or deduct any Taxes from or in respect of any sum payable hereunder, under the Notes hereunder or under any other Loan Document such Note or document to any Lender or the Administrative Agent, (x) such the sum payable to such Lender or the Administrative Agent shall be increased as may be necessary so that after making all required withholdings withholding or deductions (including withholdings withholding or deductions applicable to additional sums payable under this Section 3.03) such Lender or the Administrative Agent (Agent, as the case may be) applicable, receives an amount equal to the sum it would have received had no such withholdings withholding or deductions been made, (y) the Borrowers shall make such withholdings withholding or deductions, deductions and (z) the Borrowers shall pay the full amount withheld or deducted to the relevant taxation authority or other authority in accordance with applicable law. If any Taxes shall be applicable after the date hereof, to such payments by Borrowers made to the Applicable Lending Office of any Lender, such Lender shall use its best efforts to make, fund and maintain its Loans, and to make, fund and maintain its obligations in connection with the Letters of Credit, through another Applicable Lending Office of such Lender in another jurisdiction so as to reduce the Borrowers' liability hereunder, if the making, funding or maintenance of such Loans or obligations in connection with the Letters of Credit through such other Applicable Lending Office of such Lender does not, in the reasonable judgment of such Lender, otherwise materially adversely affect such Loans, obligations under the Letters of Credit or such Lender.

Payments Free and Clear of Taxes. Any and all ----- -------------------------------- payments by the Borrowers Borrower hereunder, under the Notes or under any other Loan Document shall be made free and clear of and without deduction or withholding for any and all present or future taxes, levies, imposts, duties, fees, deductions, charges or withholdings, and all interest, penalties, additions to tax and liabilities with respect thereto, excluding, in the case of each Lender --------- and the Administrative Agent, taxes imposed on its income, capital, profits or gains and franchise taxes imposed on it, in each case by (i) the United States except withholding taxes contemplated pursuant to Section 3.03(e)(ii)(C), (ii) the Governmental Authority of the ---------------------- jurisdiction in which such Lender's office is located or (iii) the Governmental Authority in which such Person is organized, managed, controlled or doing business, in each case including all political subdivisions thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrowers Borrower shall be required by law to withhold or deduct any Taxes from or in respect of any sum payable hereunder, under the Notes or under any other Loan Document to any Lender or the Administrative Agent, (x) such sum payable shall be increased as may be necessary so that after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section 3.03) such Lender or the Administrative Agent (as the case ------------ may be) receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (y) the Borrowers Borrower shall make such withholdings or deductions, and (z) the Borrowers Borrower shall pay the full amount withheld or deducted to the relevant taxation authority or other authority in accordance with applicable law.

Payments Free and Clear of Taxes. Any (a) All payments whatsoever under this Agreement and all payments by the Borrowers hereunder, under the Notes (whether it be principal, interest, Make-Whole Amount or under any other Loan Document otherwise) shall be made free and clear of of, and without withholding or deduction for for, any and all present or future taxes, leviesduties, imposts, deductionsfees, assessments, levies or charges of whatsoever nature (“Taxes”) imposed, levied, collected, withheld or withholdingsassessed by the United States (including any state or other political subdivision or authority thereof) (the “Taxing Jurisdiction”) unless such withholding or deduction is required by law. In the event that such withholding or deduction is required, and all liabilities with respect thereto, excluding, the Company shall pay to the holder of any Note who is a United States Alien such additional amounts as will result in the case receipt by such holder of each Lender such amounts as would have been received by it if no such withholding or deduction had been required, except that no such additional amounts shall be payable in respect of any Tax that: (1) is imposed or withheld solely by reason of the existence of any present or former connection (other than the mere fact of being a holder) between any holder and the Administrative AgentTaxing Jurisdiction, taxes other than the mere holding of the Notes or the receipt of payments under the Notes or this Agreement, including, without limitation, such holder being or having been a citizen or resident of the Taxing Jurisdiction or treated as being or having been a resident thereof; (2) is imposed on its incomeor withheld solely by reason of any holder (or any partnership, capitaltrust, profits estate, limited liability company or gains and franchise taxes imposed on itother fiscally transparent entity of which such holder is a partner, in each case by beneficiary, settlor or member) (i) being or having been present in, or engaged in a trade or business in, the United States except withholding taxes contemplated pursuant to Section 3.03(e)(ii)(C)Taxing Jurisdiction, (ii) being treated as having been present in, or engaged in a trade or business in, the Governmental Authority of the jurisdiction in which such Lender's office is located Taxing Jurisdiction or (iii) having or having had a permanent establishment in the Governmental Authority Taxing Jurisdiction; (3) is imposed or withheld solely by reason of the holder (or any partnership, trust, estate, limited liability company or other fiscally transparent entity of which the holder is a partner, beneficiary, settlor or member) being or having been with respect to the United States a personal holding company, a controlled foreign corporation, a foreign personal holding company, a passive foreign investment company, a foreign private foundation or other foreign tax-exempt organization, or being a corporation that accumulates earnings to avoid United States federal income tax; (4) is an estate, inheritance, gift, sales, transfer, personal property or excise tax or any similar tax assessment or governmental charge; (5) is imposed on a beneficial owner solely by reason of such beneficial owner actually or constructively owning 10% or more of the total combined voting power of all of the classes of stock of the Company that are entitled to vote within the meaning of Section 871(h)(3) of the Code or that is a bank making a loan entered into in which the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code; (6) would not have been imposed but for the failure of the beneficial owner or any holder to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connection with the United States of such Person beneficial owner or such holder, if such compliance is organized, managed, controlled or doing business, in each case including all political subdivisions thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrowers shall be required by law statute or by regulation of the United States or of any political subdivision or taxing authority thereof or therein as a precondition to withhold relief or deduct any Taxes exemption from such Tax; (7) is payable otherwise than by withholding by the Company from payments on or in respect of any sum payable hereunderNote; (8) is imposed by reason of the failure of any holder or the beneficial owner to fulfill the statement requirements of Sections 871(h) or 881(c) of the Code; (9) if applicable, under the Notes or under any other Loan Document is required to be withheld pursuant to any Lender law implementing or complying with, or introduced in order to conform to, the Administrative AgentEuropean Union Directive on the taxation of savings income adopted by the ECOFIN Council meeting on 3 June 2003; or (10) any combination of items (1), (x2), (3), (4), (5), (6), (7), (8) and (9). (b) In addition, the Company will not pay additional amounts to any holder if it is a partnership, trust, estate, limited liability company or other fiscally transparent entity, or to any holder if it is not the sole beneficial owner of the Note held by it, as the case may be. This exception, however, will apply only to the extent that a beneficiary or settlor with respect to the trust or estate, or a beneficial owner or member of the partnership, limited liability company or other fiscally transparent entity, would not have been entitled to payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment. (c) Within five Business Days of the date of the Closing and within 30 days of any acquisition of a Note by a holder after the date of the Closing, the holder shall provide the Company with a properly executed original United States Internal Revenue Service Form W-8BEN or W-8ECI, as appropriate, which forms are available on the internet at xxx.xxx.xxx. Thereafter such sum payable holder shall provide additional Forms W-8BEN or W-8ECI (or any successor or other form prescribed by the United States Internal Revenue Service) (1) to the extent a form previously provided has become inaccurate, invalid or otherwise ceases to be effective or (2) as requested in writing by the Company, unless such holder is unable to provide such form solely as a result of any change in, or amendment to, the laws, regulations or rulings of the United States or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws, regulations or rulings (including a holding by any court of competent jurisdiction), which change or amendment becomes effective on or after the date of the Closing. (d) The Company will furnish the holders, within the period of payment permitted by applicable law, an official receipt, if any, issued by the relevant taxation or other authorities involved for all amounts deducted or withheld as aforesaid. (e) Any reference in this Agreement to principal, Make-Whole Amount or interest shall be increased as may be necessary so that after making all required withholdings deemed to include any additional amounts in respect of principal or deductions (including withholdings or deductions applicable to additional sums payable under this Section 3.03) such Lender or the Administrative Agent interest (as the case may be) receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (y) the Borrowers shall make such withholdings or deductions, and (z) the Borrowers shall pay the full amount withheld or deducted to the relevant taxation authority or other authority in accordance with applicable lawwhich may be payable under this Section 8.8.

Payments Free and Clear of Taxes. Any and all payments by the Borrowers Company hereunder, under the Notes or under any other Loan Financing Document shall be made free and clear of and without deduction for any and all present or future taxes (including any excise taxes), levies, imposts, deductions, charges charges, penalties, assessments, or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender and the Administrative AgentLender, taxes imposed on its income, capital, profits or gains and franchise taxes imposed on it, in each case by (i) the United States except (including, without limitation, withholding taxes contemplated pursuant to Section 3.03(e)(ii)(C)imposed by the United States) including any authority, agency or instrumentality thereof, (ii) the Governmental Authority of the jurisdiction in which such Lender's ’s office is located or (iii) the Governmental Authority jurisdiction in which such Person is organized, managed, controlled or doing business, in each case including all political subdivisions thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities not excluded by the foregoing clauses (i), (ii) or (iii) being hereinafter referred to as "“Taxes"”). If the Borrowers Company shall be required by law to withhold or deduct any Taxes from or in respect of any sum payable hereunder, under the Notes or under any other Loan Financing Document to any such Lender or the Administrative Collateral Agent, (x) such sum gain payable shall be increased as may be necessary so that after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section 3.039.7) such Lender or the Administrative Collateral Agent (as the case may be) receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (y) the Borrowers Company shall make such withholdings or deductions, and (z) the Borrowers Company shall pay the full amount withheld or deducted to the relevant taxation authority or other authority in accordance with applicable law.

Payments Free and Clear of Taxes. (a) Any and all payments made and other consideration provided (including without limitation the Securities) by the Borrowers hereunder, under the Notes a Credit Party hereunder or under any other Loan Facility Document (any such payment or other consideration being hereinafter referred to as a “Payment”) to or for the benefit of the Agent, any Lender or any Tax-Related Person shall be made without set-off or counterclaim, and free and clear of of, and without deduction for or withholding for, or on account of, any and all present or future taxesTaxes, levies, imposts, deductions, charges except to the extent such deduction or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender and the Administrative Agent, taxes imposed on its income, capital, profits or gains and franchise taxes imposed on it, in each case by (i) the United States except withholding taxes contemplated pursuant to Section 3.03(e)(ii)(C), (ii) the Governmental Authority of the jurisdiction in which such Lender's office is located or (iii) the Governmental Authority in which such Person is organized, managed, controlled or doing business, in each case including all political subdivisions thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrowers shall be required by law or the administrative practice of any Governmental Authority. (b) If the Credit Party shall be so required to deduct or withhold or deduct any Taxes from or in respect of any sum payable hereunderPayment made to or for the benefit of the Agent, under the Notes or under any other Loan Document to any Lender or any Tax-Related Person, the Administrative Agent, Borrower shall: (xi) promptly notify the Agent of such sum payable shall requirement; (ii) make such deduction or withholding; (iii) pay to the relevant Governmental Authority in accordance with Applicable Law the full amount of Taxes required to be increased as may be necessary so that after making all required withholdings deducted or deductions withheld (including withholdings the full amount of Taxes required to be deducted or deductions applicable withheld from any additional amount paid by the Credit Party to additional sums payable the Agent or such Lender under this Section 3.0311.5), within the time period required by Applicable Law; (iv) as promptly as reasonably practicable thereafter, forward to the Agent, such Lender or the Administrative Agent (Tax-Related Person, as the case may be) receives , an amount equal original official receipt (or a certified copy), or other documentation reasonably acceptable to the sum it Agent and such Lender, evidencing such payment to such Governmental Authority; and (v) If such Taxes are Indemnified Taxes, the Borrower shall pay or provide to the Agent in addition to the Payment to which the Agent, such Lender or Tax-Related Person is otherwise entitled, such additional amount (or consideration) as is necessary to ensure that the net amount (or consideration) actually received by the Agent, such Lender or Tax-Related Person, as the case may be, and each of their Tax Related Persons (free and clear of, and net of, any such Indemnified Taxes, including the full amount of any Taxes required to be deducted or withheld from any additional amount (or consideration) paid or provided by the Credit Party under this Section 11.5(a), whether assessable against the Credit Party, the Agent or such Lender) equals the full amount (or consideration) the Agent or such Lender, as the case may be, and each of their Tax Related Persons would have received had no such withholdings deduction or deductions withholding been maderequired. (c) In addition, the Borrower agrees to pay any and all present or future stamp or documentary taxes or excise or property taxes, charges or levies of a similar nature, which arise from any Payment under, or from the execution, delivery or registration of, or otherwise with respect to, the Facility Documents and the transactions contemplated hereby or thereby other than Excluded Taxes (any such amounts being hereinafter referred to as “Other Taxes”). (d) The Borrower hereby indemnifies and holds harmless the Agent, each Lender and each of their Tax Related Persons, on an after-Taxes basis, for the full amount of Indemnified Taxes and Other Taxes, interest, penalties and other liabilities, levied, imposed or assessed against (and whether or not paid directly by) the Agent, such Lender and each of their Tax Related Persons as applicable, and for all expenses, resulting from or relating to any Credit Party’s failure to: (i) remit to the Agent, such Lender or their respective Tax Related Persons the documentation referred to in Section 11.5(b)(iv); or (ii) pay any Taxes or Other Taxes when due to the relevant Governmental Authority (including any Taxes imposed by any Governmental Authority on amounts payable under this Section 11.5); whether or not such Indemnified Taxes or Other Taxes were correctly or legally assessed, provided that if the Borrower reasonably believes that such Taxes were not correctly or legally asserted, the Agent, the Lender or the Tax Related Person, as applicable, will use reasonable commercial efforts to cooperate with the Borrower to obtain a refund of such Taxes (which refund, when received, shall be repaid to the Borrower in accordance with Section 11.5(g)) so long as such efforts would not, in the sole determination of the Agent, the Lender or the Tax Related Person, result in any additional out-of-pocket costs or expenses not reimbursed by the Borrower or be otherwise materially disadvantageous to the Agent, the Lender or the Tax Related Person, as applicable. The Agent or any Lender (each on behalf of itself or their Tax Related Persons) who pays any Indemnified Taxes or Other Taxes, shall promptly notify the Borrower of such payment, provided, however, that failure to provide such notice shall not detract from, or compromise, the obligations of the Borrower under this Section 11.5. Payment pursuant to this indemnification under this Section 11.5(d) shall be made within 30 days from the date the Agent or the relevant Lender, as the case may be, makes written demand therefor accompanied by a certificate as to the amount of such Indemnified Taxes or Other Taxes, which shall be conclusive absent manifest error. Notwithstanding the foregoing, the Borrower shall not be obligated to indemnify the Agent or any Lender for any expenses related to Taxes or Other Taxes arising from the gross negligence or wilful misconduct of the Agent or any Lender or any Tax Related Person any breach of this Agreement by the Agent or any Lender or as determined by court of competent jurisdiction. (e) The Borrower also hereby indemnifies and holds harmless the Agent, each Lender and each of their Tax Related Persons, on an after-Taxes basis, for any additional taxes on net income that the Agent, such Lender may be obliged to pay as a result of the receipt of amounts from the Borrower (or the Agent) under this Section 11.5. (f) No Finance Party shall be under any obligation to arrange its tax affairs in any particular manner or be obliged to disclose any information regarding its tax affairs or computations to the Credit Parties or any other Person in connection with this Section 11.5. (g) If the Agent or any Lender or any Tax Related Person determines in its sole discretion (exercised in good faith) that it has received a refund of Indemnified Taxes or Other Taxes for which a payment has been made by the Borrower under this Section 11.5, then the Agent or such Lender, as the case may be, shall pay such amount (if any) to the Borrower (but not exceeding any payment made under this Section 11.5 giving rise to such refund), net of all out-of-pocket expenses of the Agent or such Lender or Tax Related Person, as the case may be, and other adjustments which the Agent or such Lender or Tax Related Person, as the case may be, reasonably determines will leave it (after that payment) in the same after- tax position it would have been in had such Indemnified Taxes or Other Taxes not been deducted, withheld or otherwise imposed and the indemnification payments had never been paid. The Borrower, upon the request of the Agent or any Lender, as the case may be, agrees to repay to the Agent or such Lender any portion of such refund paid over to the Borrower that the Agent, such Lender or any of its Tax Related Persons is required to repay or pay, respectively, to the applicable taxing authority or jurisdiction and agrees to pay any interest, penalties or other charges paid by the Agent or such Lender as a result of or related to such repayment or payment. Neither the Agent nor any Lender shall be under any obligation to arrange its tax affairs in any particular manner so as to claim any refund or seek any other tax relief to which it may be entitled. Neither the Agent nor any Lender shall be obligated to disclose any information regarding its tax affairs or computations (including its tax returns) to the Borrower or any other Person in connection with this Section 11.5(g) or any other provisions of this Section 11.5. (h) The Borrower’s and Lenders’ obligations under this Section 11.5 shall survive without limitation the termination of the Facility and this Agreement and all other Facility Documents and the permanent repayment of the outstanding credit and all other amounts payable hereunder. The Lenders shall cause all Tax Related Persons to comply with this Section 11.5. (i) If the Borrower is now or hereafter required pursuant to Section 11.5 to make any additional payment to any Lender (in this Section 11.5(i), an “Affected Lender”), then the Borrower may elect, if such amounts continue to be charged, to replace such Affected Lender as a Lender party to this Agreement, provided that no Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (yi) another Lender designated by the Borrowers non-Affected Lenders shall make agree (or in the event that no Lender is so designated, a bank or other entity which is reasonably satisfactory to the Borrower and the Agent shall agree), as of such withholdings or deductionsdate, to purchase for cash the Facility Indebtedness due to the Affected Lender pursuant to an assignment and assumption in a form reasonably acceptable to the Borrower and Agent and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.4 applicable to assignments, and (zii) the Borrowers Borrower shall pay to such Affected Lender in same day funds on the full amount withheld day of such replacement all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Section 2.4. (j) The Agent, a Lender or deducted a Tax Related Person (each, in this Section 11.5, a “Recipient”) that is entitled to an exemption from or reduction of any withholding Tax with respect to any payments made under any of the Facility Documents shall deliver to the relevant taxation authority Borrower and the Agent, at the time or times reasonably requested by the Borrower or the Agent, such properly completed and executed documentation as the Borrower or the Agent may reasonably request to permit such payments to be made without withholding or at a reduced rate of withholding. In addition, the Agent or a Lender, on behalf of itself or a Tax Related Person of the Agent or the Lender that is a Recipient, if reasonably requested by the Borrower or the Agent, shall deliver such other authority documentation reasonably requested by the Borrower or the Agent as will enable the Borrower or the Agent to determine whether or not such Recipient is subject to withholding or information reporting requirements. The Agent and each Lender on behalf of itself and each Tax Related Person of such Lender agree that if any documentation it previously delivered expires or becomes obsolete or inaccurate in accordance with applicable lawany material respect, it shall, at the Borrower’s request and expense, update such documentation or promptly notify the Borrower and the Agent in writing of its legal ineligibility to do so.

Payments Free and Clear of Taxes. Any and all payments by the Borrowers hereunder, under the Notes hereunder or under any Note or other Loan Document document evidencing any Obligations shall be made free and clear of and without deduction reduction for any and all present or future taxes, levies, imposts, deductions, charges or charges, withholdings, and all stamp or documentary taxes, excise taxes, ad valorem taxes and other taxes imposed on the value of the Property, charges or levies which arise from the execution, deliver or registration, or from payment or performance under, or otherwise with respect to, any of the Loan Documents or the Commitments and all other liabilities with respect thereto, thereto excluding, in the case of each Lender and the Administrative Agent, taxes imposed on its income, capital, profits or gains measured by net income or overall gross receipts and capital and franchise taxes imposed on it, in each case it by (i) the United States States, except withholding taxes contemplated pursuant to Section 3.03(e)(ii)(C3.03(d)(ii)(C), (ii) the Governmental Authority of the jurisdiction in which such Lender's office Lending Office is located or any political subdivision thereof or (iii) the Governmental Authority in which such Person is organized, managed, managed and controlled or doing business, in each case including all any political subdivisions subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, charges and withholdings and liabilities being hereinafter referred to as "Taxes"). If Subject to the limitations in Section 3.03(e), if the Borrowers shall be required by law to withhold or deduct any Taxes from or in respect of any sum payable hereunder, under the Notes hereunder or under any other Loan Document such Note or document to any Lender or the Administrative Agent, (x) such the sum payable to such Lender or the Administrative Agent shall be increased as may be necessary so that after making all required withholdings withholding or deductions (including withholdings withholding or deductions applicable to additional sums payable under this Section 3.03) such Lender or the Administrative Agent (Agent, as the case may be) applicable, receives an amount equal to the sum it would have received had no such withholdings withholding or deductions been made, (y) the Borrowers shall make such withholdings withholding or deductions, deductions and (z) the Borrowers shall pay the full amount withheld or deducted to the relevant taxation authority or other authority in accordance with applicable law. If any Taxes shall be applicable after the date hereof, to such payments by Borrowers made to the Applicable Lending Office of any Lender, such Lender shall use its best efforts to make, fund and maintain its Loans, and to make, fund and maintain its obligations in connection with the Letters of Credit, through another Applicable Lending Office to such Lender in another jurisdiction so as to reduce the Borrowers' liability hereunder, if the making, funding or maintenance of such Loans or obligations in connection with the Letters of Credit through such other Applicable Lending Office of such Lender does not, in the reasonable judgment of such Lender, otherwise materially adversely affect such Loans, obligations under the Letters of Credit or such Lender.

Payments Free and Clear of Taxes. Any and all All payments to be made by either of the Borrowers hereunder, under the Notes or under any other Loan Document Guarantors hereunder shall be made free and clear of of, and without deduction for or on account of, any and all present or future taxes, value-added taxes, levies, imposts, deductionsduties, fees, assessments or other charges of whatever nature now or withholdings, hereafter imposed (in all cases excluding income taxes) and all interest, penalties or similar liabilities with respect theretothereto (collectively, excluding"Additional Costs"); provided, however, that anything herein contained to the contrary notwithstanding, neither Guarantor shall be required to pay withholding taxes in excess of the case amount of each Lender and the Administrative Agent, withholding taxes imposed on its income, capital, profits or gains and franchise taxes imposed on it, in each case that would be payable by a financial institution that is both (i) a resident of a country with which Mexico has entered into a treaty for the United States except withholding taxes contemplated pursuant to Section 3.03(e)(ii)(C), avoidance of double taxation which is in effect in such country and (ii) registered with the Governmental Authority Ministry of Finance and Public Credit of Mexico (the "SHCP") for purposes of Article 195(I) of the jurisdiction in which such Lender's office is located Mexican Income Tax Law (or (iii) the Governmental Authority in which such Person is organized, managed, controlled or doing business, in each case including all political subdivisions thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"any successor provision). Such withholding tax rate is currently 4.9%. If the Borrowers shall be any Additional Costs are required by law Law to withhold be deducted or deduct any Taxes from withheld from, or in respect of of, any sum payable hereunder, under each of the Notes or under any Guarantors agrees to pay, subject to the proviso in the immediately foregoing sentence, the full amount of such Additional Costs and such other Loan Document to any Lender or the Administrative Agent, (x) such sum payable shall be increased additional amounts as may be necessary so that every payment of all amounts due hereunder, after making all required withholdings withholding or deductions (including withholdings deduction for or deductions applicable on account of any Additional Costs, will not be less than the amount provided for herein. Subject to additional sums payable under the proviso in the first sentence of this Section 3.03) such Lender or 6.12, each of the Guarantors will furnish to the Administrative Agent Agent, within sixty (60) days after the date the payment of any Additional Costs is due pursuant to applicable law, copies of tax forms evidencing such payment by such Guarantor, duly stamped by or on behalf of the SHCP or any other applicable Government Agency. Subject to the proviso in the first sentence of this Section 6.12, each of the Guarantors, as the case may be) receives an amount equal to , will indemnify and hold harmless the sum it would have received had no such withholdings Administrative Agent or deductions been madeany Tranche B Lender, (y) as the Borrowers shall make such withholdings or deductionscase may be, and (z) reimburse the Borrowers shall pay Administrative Agent or any Tranche B Lender, as the full case may be, promptly upon its written request, for the amount withheld or deducted to the relevant taxation authority of any Additional Costs or other authority in accordance with applicable lawtaxes described above which are levied or imposed on and paid by the Administrative Agent or any Tranche B Lender, as the case may be.

Payments Free and Clear of Taxes. (a) Any and all payments made and other consideration provided (including without limitation the Securities) by the Borrowers hereunder, under the Notes a Credit Party hereunder or under any other Loan Facility Document (any such payment or other consideration being hereinafter referred to as a “Payment”) to or for the benefit of the Agent, any Lender or any Tax- Related Person shall be made without set-off or counterclaim, and free and clear of of, and without deduction for or withholding for, or on account of, any and all present or future taxesTaxes, levies, imposts, deductions, charges except to the extent such deduction or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender and the Administrative Agent, taxes imposed on its income, capital, profits or gains and franchise taxes imposed on it, in each case by (i) the United States except withholding taxes contemplated pursuant to Section 3.03(e)(ii)(C), (ii) the Governmental Authority of the jurisdiction in which such Lender's office is located or (iii) the Governmental Authority in which such Person is organized, managed, controlled or doing business, in each case including all political subdivisions thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrowers shall be required by law or the administrative practice of any Governmental Authority. (b) If the Credit Party shall be so required to deduct or withhold or deduct any Taxes from or in respect of any sum payable hereunderPayment made to or for the benefit of the Agent, under the Notes or under any other Loan Document to any Lender or any Tax-Related Person, the Administrative Agent, Borrower shall: (xi) promptly notify the Agent of such sum payable shall requirement; (ii) make such deduction or withholding; (iii) pay to the relevant Governmental Authority in accordance with Applicable Law the full amount of Taxes required to be increased as may be necessary so that after making all required withholdings deducted or deductions withheld (including withholdings the full amount of Taxes required to be deducted or deductions applicable withheld from any additional amount paid by the Credit Party to additional sums payable the Agent or such Lender under this Section 3.0311.5), within the time period required by Applicable Law; (iv) as promptly as reasonably practicable thereafter, forward to the Agent, such Lender or the Administrative Agent (Tax-Related Person, as the case may be) receives , an amount equal original official receipt (or a certified copy), or other documentation reasonably acceptable to the sum it Agent and such Lender, evidencing such payment to such Governmental Authority; and (v) If such Taxes are Indemnified Taxes, the Borrower shall pay or provide to the Agent in addition to the Payment to which the Agent, such Lender or Tax-Related Person is otherwise entitled, such additional amount (or consideration) as is necessary to ensure that the net amount (or consideration) actually received by the Agent, such Lender or Tax-Related Person, as the case may be, and each of their Tax Related Persons (free and clear of, and net of, any such Indemnified Taxes, including the full amount of any Taxes required to be deducted or withheld from any additional amount (or consideration) paid or provided by the Credit Party under this Section 11.5(a), whether assessable against the Credit Party, the Agent or such Lender) equals the full amount (or consideration) the Agent or such Lender, as the case may be, and each of their Tax Related Persons would have received had no such withholdings deduction or deductions withholding been maderequired. (c) In addition, the Borrower agrees to pay any and all present or future stamp or documentary taxes or excise or property taxes, charges or levies of a similar nature, which arise from any Payment under, or from the execution, delivery or registration of, or otherwise with respect to, the Facility Documents and the transactions contemplated hereby or thereby other than Excluded Taxes (any such amounts being hereinafter referred to as “Other Taxes”). (d) The Borrower hereby indemnifies and holds harmless the Agent, each Lender and each of their Tax Related Persons, on an after-Taxes basis, for the full amount of Indemnified Taxes and Other Taxes, interest, penalties and other liabilities, levied, imposed or assessed against (and whether or not paid directly by) the Agent, such Lender and each of their Tax Related Persons as applicable, and for all expenses, resulting from or relating to any Credit Party’s failure to: (i) remit to the Agent, such Lender or their respective Tax Related Persons the documentation referred to in Section 11.5(b)(iv); or (ii) pay any Taxes or Other Taxes when due to the relevant Governmental Authority (including any Taxes imposed by any Governmental Authority on amounts payable under this Section 11.5); whether or not such Indemnified Taxes or Other Taxes were correctly or legally assessed, provided that if the Borrower reasonably believes that such Taxes were not correctly or legally asserted, the Agent, the Lender or the Tax Related Person, as applicable, will use reasonable commercial efforts to cooperate with the Borrower to obtain a refund of such Taxes (which refund, when received, shall be repaid to the Borrower in accordance with Section 11.5(g)) so long as such efforts would not, in the sole determination of the Agent, the Lender or the Tax Related Person, result in any additional out-of-pocket costs or expenses not reimbursed by the Borrower or be otherwise materially disadvantageous to the Agent, the Lender or the Tax Related Person, as applicable. The Agent or any Lender (each on behalf of itself or their Tax Related Persons) who pays any Indemnified Taxes or Other Taxes, shall promptly notify the Borrower of such payment, provided, however, that failure to provide such notice shall not detract from, or compromise, the obligations of the Borrower under this Section 11.5. Payment pursuant to this indemnification under this Section 11.5(d) shall be made within 30 days from the date the Agent or the relevant Lender, as the case may be, makes written demand therefor accompanied by a certificate as to the amount of such Indemnified Taxes or Other Taxes, which shall be conclusive absent manifest error. Notwithstanding the foregoing, the Borrower shall not be obligated to indemnify the Agent or any Lender for any expenses related to Taxes or Other Taxes arising from the gross negligence or wilful misconduct of the Agent or any Lender or any Tax Related Person any breach of this Agreement by the Agent or any Lender or as determined by court of competent jurisdiction. (e) The Borrower also hereby indemnifies and holds harmless the Agent, each Lender and each of their Tax Related Persons, on an after-Taxes basis, for any additional taxes on net income that the Agent, such Lender may be obliged to pay as a result of the receipt of amounts from the Borrower (or the Agent) under this Section 11.5. (f) No Finance Party shall be under any obligation to arrange its tax affairs in any particular manner or be obliged to disclose any information regarding its tax affairs or computations to the Credit Parties or any other Person in connection with this Section 11.5. (g) If the Agent or any Lender or any Tax Related Person determines in its sole discretion (exercised in good faith) that it has received a refund of Indemnified Taxes or Other Taxes for which a payment has been made by the Borrower under this Section 11.5, then the Agent or such Lender, as the case may be, shall pay such amount (if any) to the Borrower (but not exceeding any payment made under this Section 11.5 giving rise to such refund), net of all out-of-pocket expenses of the Agent or such Lender or Tax Related Person, as the case may be, and other adjustments which the Agent or such Lender or Tax Related Person, as the case may be, reasonably determines will leave it (after that payment) in the same after- tax position it would have been in had such Indemnified Taxes or Other Taxes not been deducted, withheld or otherwise imposed and the indemnification payments had never been paid. The Borrower, upon the request of the Agent or any Lender, as the case may be, agrees to repay to the Agent or such Lender any portion of such refund paid over to the Borrower that the Agent, such Lender or any of its Tax Related Persons is required to repay or pay, respectively, to the applicable taxing authority or jurisdiction and agrees to pay any interest, penalties or other charges paid by the Agent or such Lender as a result of or related to such repayment or payment. Neither the Agent nor any Lender shall be under any obligation to arrange its tax affairs in any particular manner so as to claim any refund or seek any other tax relief to which it may be entitled. Neither the Agent nor any Lender shall be obligated to disclose any information regarding its tax affairs or computations (including its tax returns) to the Borrower or any other Person in connection with this Section 11.5(g) or any other provisions of this Section 11.5. (h) The Borrower’s and Lenders’ obligations under this Section 11.5 shall survive without limitation the termination of the Facility and this Agreement and all other Facility Documents and the permanent repayment of the outstanding credit and all other amounts payable hereunder. The Lenders shall cause all Tax Related Persons to comply with this Section 11.5. (i) If the Borrower is now or hereafter required pursuant to Section 11.5 to make any additional payment to any Lender (in this Section 11.5(i), an “Affected Lender”), then the Borrower may elect, if such amounts continue to be charged, to replace such Affected Lender as a Lender party to this Agreement, provided that no Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (yi) another Lender designated by the Borrowers non-Affected Lenders shall make agree (or in the event that no Lender is so designated, a bank or other entity which is reasonably satisfactory to the Borrower and the Agent shall agree), as of such withholdings or deductionsdate, to purchase for cash the Facility Indebtedness due to the Affected Lender pursuant to an assignment and assumption in a form reasonably acceptable to the Borrower and Agent and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.4 applicable to assignments, and (zii) the Borrowers Borrower shall pay to such Affected Lender in same day funds on the full amount withheld day of such replacement all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Section 2.4. (j) The Agent, a Lender or deducted a Tax Related Person (each, in this Section 11.5, a “Recipient”) that is entitled to an exemption from or reduction of any withholding Tax with respect to any payments made under any of the Facility Documents shall deliver to the relevant taxation authority Borrower and the Agent, at the time or times reasonably requested by the Borrower or the Agent, such properly completed and executed documentation as the Borrower or the Agent may reasonably request to permit such payments to be made without withholding or at a reduced rate of withholding. In addition, the Agent or a Lender, on behalf of itself or a Tax Related Person of the Agent or the Lender that is a Recipient, if reasonably requested by the Borrower or the Agent, shall deliver such other authority documentation reasonably requested by the Borrower or the Agent as will enable the Borrower or the Agent to determine whether or not such Recipient is subject to withholding or information reporting requirements. The Agent and each Lender on behalf of itself and each Tax Related Person of such Lender agree that if any documentation it previously delivered expires or becomes obsolete or inaccurate in accordance with applicable lawany material respect, it shall, at the Borrower’s request and expense, update such documentation or promptly notify the Borrower and the Agent in writing of its legal ineligibility to do so.

Payments Free and Clear of Taxes. Any and all payments by the Borrowers hereunder, under the Notes or under any other Loan Document shall be made free and clear of and without deduction or withholding for any and all present or future taxes, levies, imposts, duties, fees, deductions, charges or withholdings, and all interest, penalties, additions to tax and liabilities with respect thereto, excluding, in the case of each Lender Agent and the Administrative Agenteach Lender, taxes imposed on its net income, capital, profits or gains and franchise taxes imposed on it, in each case by (i) the United States except withholding taxes contemplated pursuant to Section 3.03(e)(ii)(C)States, (ii) the Governmental Authority of the jurisdiction in which such Lender's the Administrative Agent’s office is located or (iii) the Governmental Authority in which such Person is organized, managed, controlled or doing business, in each case including all political subdivisions thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities liabilities, being hereinafter referred to as "“Taxes"”). If the Borrowers shall be required by law to withhold or deduct any Taxes from or in respect of any sum payable hereunder, under the Notes or under any other Loan Document to any Lender or the Administrative AgentLender, (xt) such sum payable shall be increased as may be necessary so that after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section 3.033.02) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (yu) the Borrowers shall make such withholdings or deductions, and (zv) the Borrowers shall pay the full amount withheld or deducted to the relevant taxation authority or other authority in accordance with applicable law.

Payments Free and Clear of Taxes. Any and all payments by the Borrowers Borrower hereunder, under the Notes or under any other Loan Document shall be made free and clear of and without deduction or withholding for any and all present or future taxes, levies, imposts, duties, fees, deductions, charges or withholdings, and all interest, penalties, additions to tax and liabilities with respect thereto, excluding, in the case of each Lender and the Administrative Agent, Agent (i) taxes imposed on its income, capital, profits or gains and franchise taxes imposed on it, in each case by (iA) the United States except withholding taxes contemplated pursuant to Section 3.03(e)(ii)(C3.04(e)(ii)(C), (iiB) the Governmental Authority of the jurisdiction in which such Lender's ’s office is located or (iiiC) the Governmental Authority in which such Person is organized, managed, controlled or doing business, in each case including all political subdivisions thereof, and (ii) taxes (including income taxes and branch profits taxes) imposed on or measured by the Administrative Agent’s or each Lender’s overall net income and franchise taxes imposed as a result of a present or former connection between the Administrative Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision thereof or taxing authority thereof or therein (other than any such connection arising solely from the Administrative Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, the Notes or any other Loan Document) (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "“Taxes"”). If the Borrowers Borrower shall be required by law to withhold or deduct any Taxes from or in respect of any sum payable hereunder, under the Notes or under any other Loan Document to any Lender or the Administrative Agent, (x) such sum payable shall be increased as may be necessary so that after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section 3.033.04) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (y) the Borrowers Borrower shall make such withholdings or deductions, and (z) the Borrowers Borrower shall pay the full amount withheld or deducted to the relevant taxation authority or other authority in accordance with applicable law.

Payments Free and Clear of Taxes. (a) Any and all payments by the Borrowers hereunder, under this Agreement and the Notes or under any other Loan Document shall be made free and clear of of, and without deduction for or withholding for, any and all present or future federal, state, local and foreign taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender and the Administrative Agent, excluding such taxes as are imposed on its income, capital, profits or gains and franchise taxes imposed on it, in measured by each case by (i) the United States except withholding taxes contemplated pursuant to Section 3.03(e)(ii)(C), (ii) the Governmental Authority of the Purchasers’ net income by the jurisdiction in under the laws of which such Lender's office Purchaser is located organized or (iii) the Governmental Authority in which such Person is organized, managed, controlled conducts business or doing business, in each case including all any political subdivisions subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "“Taxes"”). If the Borrowers Company shall be required by law to withhold or deduct any Taxes from or in respect of any sum payable hereunder, hereunder or under the Notes or under any other Loan Document to any Lender or the Administrative AgentNotes, (xi) such the sum payable shall be increased as may much as shall be necessary so that after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section 3.033.5(a)) such Lender or the Administrative Agent (as the case may be) receives applicable Purchaser shall receive an amount equal to the sum it would have received had no such withholdings or deductions been made, (yii) the Borrowers Company shall make such withholdings or deductions, and (ziii) the Borrowers Company shall pay the full amount withheld or deducted to the relevant taxation authority taxing or other authority in accordance with applicable law. (b) In addition, the Company agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies that arise from any payment made under this Agreement or the Notes or from the execution, delivery or registration of, or otherwise with respect to, this Agreement (hereinafter referred to as “Other Taxes”). (c) The Company will indemnify the each of the Purchasers for the full amount of Taxes or Other Taxes imposed by any jurisdiction and paid by such Purchaser, and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. Such indemnification payment shall be made within 30 days after the date such Purchaser makes written demand therefor. (d) Within 30 days after the date of any payment of Taxes or Other Taxes, the Company will furnish to the Purchasers the original or a certified copy of a receipt evidencing payment thereof. (e) Without prejudice to the survival of any other agreement contained herein, the agreements and Obligations contained in this Section 3.5 shall survive the payment in full of principal, interest, fees and any other amounts payable hereunder (other than amounts payable pursuant to this Section 3.5).

Payments Free and Clear of Taxes. Any and all payments by the Borrowers hereunder, under the Notes made hereunder or under any other Loan Credit Document by any Borrower to or for the benefit of the Administrative Agent, the Lenders or any of them ("APPLICABLE PAYMENTS") shall be made free and clear of of, and without deduction for for, any and all present or future taxes, levies, imposts, deductions, charges, fees, duties or withholding or other charges or withholdingsof any nature imposed by any taxing authority, and all liabilities with respect thereto, imposed by any jurisdiction (the "APPLICABLE JURISDICTION") as a consequence or result of any action taken by such Borrower, including the making of any Applicable Payment but excluding, in the case of each Lender and the Administrative Agent, the Lenders or any of them, taxes imposed on its income, capital, profits net income or gains capital taxes or receipts and franchise taxes imposed on it, in each case by (i) the United States except withholding taxes contemplated pursuant to Section 3.03(e)(ii)(C), (ii) the Governmental Authority of the jurisdiction in which such Lender's office is located or (iii) the Governmental Authority in which such Person is organized, managed, controlled or doing business, in each case including all political subdivisions thereof (all such non-excluded taxes, levies, imposts, deductions, charges, fees, duties, withholdings and liabilities being hereinafter referred to as "TaxesTAXES"). If the Borrowers any Borrower shall be required by law to withhold or deduct any Taxes from or in respect of any sum payable hereunder, under the Notes or under any other Loan Document Applicable Payment to any Lender or the Administrative Agent, (x) such the Lenders or any of them, the sum so payable to the Administrative Agent, the Lenders or any of them shall be increased as may be necessary so that after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section 3.038.6) such Lender or the Administrative Agent (as Agent, the case may be) Lenders or any of them receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (y) . Without prejudice to the survival of any other agreement of the Borrowers shall make such withholdings or deductionshereunder, the agreements and (z) obligations of the Borrowers contained in this Section 8.6 shall pay the full amount withheld or deducted to the relevant taxation authority or other authority in accordance with applicable law.survive

Payments Free and Clear of Taxes. Any and all payments by the Borrowers hereunder, under the Notes made hereunder or under any other Loan Credit Document by any Borrower to or for the benefit of the Administrative Agent, the Lenders or any of them ("Applicable Payments") shall be made free and clear of of, and without deduction for for, any and all present or future taxes, levies, imposts, deductions, charges, fees, duties or withholding or other charges or withholdingsof any nature imposed by any taxing authority, and all liabilities with respect thereto, imposed by any jurisdiction (the "Applicable Jurisdiction") as a consequence or result of any action taken by such Borrower, including the making of any Applicable Payment but excluding, in the case of each Lender and the Administrative Agent, the Lenders or any of them, taxes imposed on its income, capital, profits net income or gains capital taxes or receipts and franchise taxes imposed on it, in each case by (i) the United States except withholding taxes contemplated pursuant to Section 3.03(e)(ii)(C), (ii) the Governmental Authority of the jurisdiction in which such Lender's office is located or (iii) the Governmental Authority in which such Person is organized, managed, controlled or doing business, in each case including all political subdivisions thereof (all such non-excluded taxes, levies, imposts, deductions, charges, fees, duties, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrowers any Borrower shall be required by law to withhold or deduct any Taxes from or in respect of any sum payable hereunder, under the Notes or under any other Loan Document Applicable Payment to any Lender or the Administrative Agent, (x) such the Lenders or any of them, the sum so payable to the Administrative Agent, the Lenders or any of them shall be increased as may be necessary so that after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section 3.038.6) such Lender or the Administrative Agent (as Agent, the case may be) Lenders or any of them receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (y) . Without prejudice to the survival of any other agreement of the Borrowers shall make such withholdings or deductionshereunder, the agreements and (z) obligations of the Borrowers contained in this Section 8.6 shall pay survive indefinitively the full amount withheld or deducted to permanent repayment of the relevant taxation authority or other authority in accordance with applicable law.outstanding credit hereunder and the termination of the Credit Agreement. This