Common use of Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes Clause in Contracts

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Credit Party hereunder or under any other Credit Document shall to the extent permitted by applicable laws be made free and clear of and without reduction or withholding for any Taxes. (ii) If any Credit Party, the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 5.4) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Credit Loan Party hereunder or under any other Credit Loan Document shall to the extent permitted by applicable laws be made free and clear of and without reduction deduction or withholding for any Taxes. (ii) , except as required by applicable Laws. If any Credit Party, Loan Party or the Administrative Agent or any other applicable Withholding Agent shall be required by any applicable law Laws (as determined in good faith by the Administrative Agent or Loan Party) to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are reasonably determined by such Withholding Agent it to be required by applicable lawrequired, (B) such Withholding Agent Loan Party or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental AuthorityAuthority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 5.42.16) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative Agent) applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deductions deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Credit Party hereunder or under any other Credit Document shall to the extent permitted by applicable laws be made free and clear of and without reduction or withholding for any Taxes. (ii) If any applicable Credit Party, the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 5.4) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Credit Party hereunder or under any other Credit Document shall to the extent permitted by applicable laws be made free and clear of and without reduction or withholding for any Taxes. (ii) If any Credit Party, the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 5.4) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Credit Party hereunder or under any other Credit Document shall to the extent permitted by applicable laws be made free and clear of and without reduction or withholding for any Taxes. (ii) If any Credit Party, the either Administrative Agent or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions on account of Indemnified Taxes or Other Taxes applicable to additional sums payable under this Section 5.4) each Lender (or, in the case of a payment to the either Administrative Agent for its own account, the such Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Credit Party hereunder or under any other Credit Document shall to the extent permitted by applicable laws be made free and clear of and without reduction or withholding for any Taxes. (ii) If any Credit Party, the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any such required withholding or deductions have been made (including any such withholding or deductions applicable to additional sums payable under this Section 5.4) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Credit Loan Party hereunder or under any other Credit Loan Document shall to the extent permitted by applicable laws Laws be made free and clear of and without reduction or withholding for any Taxes. (ii) If Taxes provided that if any Credit Party, applicable Law requires the Administrative Agent deduction or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct withholding of any Taxes from any paymentpayment hereunder or under any Loan Documents, then (A) such Withholding Agent the Loan Party shall withhold or make such deductions as are reasonably determined by such Withholding Agent the Loan Party to be required by applicable lawbased upon the information and documentation it has received pursuant to subsection (e) below, (B) such Withholding Agent the Loan Party shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions have been made (including withholding or withholdings and deductions applicable to additional sums payable under this Section 5.4Section) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative Agent) , Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deductions deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Credit Party hereunder or under any other Credit Document shall to the extent permitted by applicable laws be made free and clear of and without reduction or withholding for any Taxes. (ii) If any Credit Party, the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any paymentpayment under any Credit Document, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 5.4) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Credit Loan Party hereunder or under any other Credit Loan Document shall to the extent permitted by applicable laws be made free and clear of and without reduction deduction or withholding for any Taxes., except as required by applicable Laws. If any applicable Law (as determined in the good faith discretion of the Administrative Agent) requires the deduction or withholding of any Tax from any such payment by the Administrative Agent or a Loan Party, then the Administrative Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below and (ii) If any Credit Party, the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental AuthorityAuthority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions have been made (including withholding or deductions and withholdings applicable to additional sums payable under this Section 5.43.01) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative Agent) applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deductions deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Credit Loan Party hereunder or under any other Credit Loan Document shall to the extent permitted by applicable laws be made free and clear of and without reduction or withholding for any Taxes. (ii) If any Credit Loan Party, the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Loan Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 5.4) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Credit Party hereunder or under any other Credit Document shall to the extent permitted by applicable laws be made free and clear of and without reduction or withholding for any Taxes. (ii) If any Credit Party, the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions on account of Indemnified Taxes or Other Taxes applicable to additional sums payable under this Section 5.4) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Credit Party the respective Loan Parties hereunder or under any other Credit Loan Document shall to the extent permitted by applicable laws Laws be made free and clear of and without reduction or withholding for any Taxes. . If, however, applicable Laws (iias determined in the good faith discretion of an applicable withholding agent) If require any Credit Party, Loan Party or the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any paymentTax, then (A) such Withholding Agent Loan Party or the Administrative Agent, as applicable, shall withhold or be entitled to make such deductions as are reasonably determined by such Withholding Agent to be required by applicable lawdeduction or withholding, (B) such Withholding Agent Loan Party or the Administrative Agent, as applicable, shall timely pay the full amount withheld or deducted to the relevant Governmental AuthorityAuthority in accordance with applicable Law, and (C) to the extent that the withholding or deduction if such Tax is made on account of an Indemnified Taxes or Other TaxesTax, the sum payable by the applicable Credit Loan Party shall be increased as necessary by additional amounts so that after any required such deduction or withholding or deductions have has been made (including such deduction and withholding or deductions applicable to additional sums amounts payable under this Section 5.4Section) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative Agent) applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deductions deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Credit a Loan Party hereunder or under any other Credit Loan Document shall to the extent permitted by applicable laws Laws be made free and clear of and without reduction or withholding for any Taxes. (ii) If ; provided that if any Credit Party, applicable Law requires the Administrative Agent deduction or withholding of any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes Tax from any paymentpayment hereunder or under any Loan Document, then (A) such Withholding Agent the Loan Party shall withhold or make such deductions as are reasonably determined by such Withholding Agent the Loan Party to be required by applicable lawbased upon the information and documentation it has received pursuant to subsection (e) below, (B) such Withholding Agent the Loan Party shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit such Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions have been made (including withholding or and deductions applicable to additional sums payable under this Section 5.4Section) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative Agent) , Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deductions deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Credit Loan Party hereunder or under any other Credit Loan Document shall to the extent permitted by applicable laws be made free and clear of and without reduction deduction or withholding for any Taxes. (ii) , except as required by applicable Laws. If any Credit Party, applicable Laws (as determined in the good faith discretion of the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law to withhold withholding agent) require the deduction or deduct withholding of any Taxes Tax from any paymentsuch payment by the Administrative Agent, then (A) such Withholding Agent a Loan Party or other applicable withholding agent, the applicable withholding agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent deduction or withholding, upon the basis of the information and documentation to be required by applicable lawdelivered pursuant to subsection (f) below, (B) such Withholding Agent and shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to Authority in accordance with such Laws. To the extent that the deduction or withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Loan Party shall be increased as necessary so that after any required deduction or withholding or deductions have has been made (including withholding or deductions and withholdings applicable to additional sums payable under this Section 5.4) each Lender (or, in the case of a payment to the Administrative Agent for its own account3.01), the Administrative Agent) applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding or deductions been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all All payments by or on account of any obligation of any Credit Loan Party hereunder or under any other Credit Loan Document shall to the extent permitted by applicable laws be made free and clear of and without reduction deduction or withholding for any Taxes. (ii) , except as required by applicable Laws. If any Credit applicable Laws require the deduction or withholding of any Tax from any such payment by the Administrative Agent, a Loan Party, the Administrative Agent or any other applicable Withholding Agent shall be required by withholding agent (as determined in the good faith discretion of the applicable law to withhold or deduct any Taxes from any paymentwithholding agent), then (A) such Withholding Agent the applicable withholding agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent the applicable withholding agent to be required by applicable lawrequired, (B) such Withholding Agent the applicable withholding agent shall timely pay the full amount withheld or deducted to the relevant Governmental AuthorityAuthority in accordance with applicable Law, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Loan Party shall be increased as necessary so that after any required such withholding or deductions have been are made (including such withholding or deductions applicable to additional sums payable under this Section 5.4) each 3.01), the applicable Lender (or, in the case of a payment payments made to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) For purposes of this Section 3.01, the term “Lender” includes any L/C Issuer or Swing Line Lender and the term applicable “Laws” includes FATCA. Any and all payments by or on account of any obligation of any Credit Loan Party hereunder or under any other Credit Loan Document shall to the extent permitted by applicable laws be made free and clear of and without reduction deduction or withholding for any Taxes. (ii) , except as required by applicable Laws. If any Credit Partyapplicable Laws (as determined in the good faith discretion of an applicable Withholding Agent) require the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law entitled to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent deduction or withholding and shall timely pay the full amount deducted or withheld or deducted to the relevant Governmental AuthorityAuthority in accordance with applicable Law and, and (C) to the extent that the withholding or deduction if such Tax is made on account of an Indemnified Taxes or Other TaxesTax, then the sum payable by the applicable Credit Loan Party shall be increased as necessary so that after any required such deduction or withholding or deductions have has been made (including withholding or such deductions and withholdings applicable to additional sums payable under this Section 5.4Section) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative Agent) applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding or deductions been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Credit Party hereunder or under any other Credit Loan Document shall to the extent permitted by applicable laws be made free and clear of and without reduction deduction or withholding for any Taxes. (ii) , except as required by applicable Laws. If any Credit Party, Party or the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding the Administrative Agent or Credit Party shall withhold or make such deductions as are reasonably determined by such Withholding the Administrative Agent or Credit Party to be required by applicable lawtaking into account the information and documentation it has received pursuant to subsection (e) below, (B) such Withholding the Administrative Agent or Credit Party shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or the making of all required deductions have been made (including withholding or withholdings and deductions applicable to additional sums payable under this Section 5.43.01) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative Agent) applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deductions deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Credit Party hereunder or under any other Credit Document shall to the extent permitted by applicable laws be made free and clear of of, and without reduction or withholding for for, any Taxes. (ii) If any Credit Party, the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, Authority in accordance with applicable law and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any such required withholding or deductions have been made (including any such withholding or deductions applicable to additional sums payable under this Section 5.4) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Credit Party hereunder or under any other Credit Document shall to the extent permitted by applicable laws be made free and clear of of, and without reduction or withholding for for, any Taxes. (ii) . If any Credit Party, the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable law, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, Authority in accordance with applicable law and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any such required withholding or deductions have been made (including any such withholding or deductions applicable to additional sums payable under this Section 5.4) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deductions been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Credit Party hereunder or under any other Credit Document shall to the extent permitted by applicable laws be made free and clear of and without reduction or withholding for any Taxes. (ii) If any applicable Credit Party, the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law (as determined in the good faith discretion of an applicable Withholding Agent) to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall be entitled to withhold or make such deductions as are reasonably determined by such Withholding Agent to be required by applicable lawdeductions, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after any required withholding or deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 5.4) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative Agent) Recipient receives an amount equal to the sum it would have received had no such withholding or deductions been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Credit Party the respective Loan Parties hereunder or under any other Credit Loan Document shall to the extent permitted by applicable laws Laws be made free and clear of and without reduction or withholding for any Taxes. . If, however, applicable Laws (iias determined in the good faith discretion of an applicable withholding agent) If require any Credit Party, Loan Party or the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any paymentTax, then (A) such Withholding Agent Loan Party or the Administrative Agent, as applicable, shall withhold or be entitled to make such deductions as are reasonably determined by such Withholding Agent to be required by applicable lawdeduction or withholding, (B) such Withholding Agent Loan Party or the Administrative Agent, as applicable, shall timely pay the full amount withheld or deducted to the relevant Governmental AuthorityAuthority in accordance with the Internal Revenue Code, and (C) to the extent that the withholding or deduction if such Tax is made on account of an Indemnified Taxes or Other TaxesTax, the sum payable by the applicable Credit Loan Party shall be increased as necessary by additional amounts so that after any required such deduction or withholding or deductions have has been made (including such deduction and withholding or deductions applicable to additional sums amounts payable under this Section 5.4Section) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative Agent) applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deductions deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Credit Loan Party hereunder or under any other Credit Loan Document shall to the extent permitted by applicable laws be made free and clear of and without reduction deduction or withholding for any Taxes. (ii) , except as required by applicable Laws. If any Credit Partyapplicable Laws (as determined in the good faith discretion of an applicable Withholding Agent) require the deduction or withholding of any Tax from any such CHAR1\1641691v2CHAR1\1779505v1 payment by a Withholding Agent, then the Administrative Agent or any other applicable Withholding Agent shall be required by applicable law entitled to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent deduction or withholding (upon the basis of the information and documentation to be required by applicable law, delivered pursuant to clause (Be) such Withholding Agent below) and shall timely pay the full amount deducted or withheld or deducted to the relevant Governmental AuthorityAuthority in accordance with applicable Laws and, and (C) to the extent that the withholding or deduction if such Tax is made on account of an Indemnified Taxes or Other TaxesTax, then the sum payable by the applicable Credit Loan Party shall be increased as necessary so that after any required such deduction or withholding or deductions have has been made (including withholding or such deductions and withholdings applicable to additional sums payable under this Section 5.43.01) each Lender (or, in the case of a payment to the Administrative Agent for its own account, the Administrative Agent) applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding or deductions been made.