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 Loan Document shall, to the extent permitted by applicable Laws, be made free and clear of and without deduction or withholding of any Taxes. If, however, applicable Laws require the applicable withholding agent to withhold or deduct any Tax (as determined in the good faith discretion of the applicable withholding agent), such Tax shall be withheld or deducted in accordance with such Laws. (i) If the applicable withholding agent shall be required to withhold or deduct any Taxes from any payment, then (A) the applicable withholding agent shall withhold or make such deductions as are required, (B) the applicable withholding agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable 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 Party shall be increased as necessary so that after any required withholding and deductions have been made (including withholding and deductions applicable to additional sums payable under this Section 2.15), an applicable Lender (or, in the case of an amount paid 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 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 the Borrower under any other Loan Document shall, to the extent permitted by applicable Laws, shall be made free and clear of and without deduction or withholding of for any Taxes, except as required by applicable Law (which, for purposes of this Section 4.09, shall include FATCA). If, however, If any applicable Laws require the applicable withholding agent to withhold or deduct any Tax Law (as determined in the good faith discretion of the applicable Administrative Agent or the Borrower, as applicable, taking into account the information and documentation delivered pursuant to Section 4.09(e) below) requires the deduction or withholding agent)of any Tax from any such payment by the Administrative Agent or the Borrower, such Tax then the Administrative Agent or the Borrower shall be withheld entitled to make such deduction or deducted in accordance with such Lawswithholding. (iii) If the applicable withholding agent shall be Administrative Agent or the Borrower are required to deduct or withhold or deduct any Taxes from any payment, then (ATax described in Section 4.09(a)(i) the applicable withholding agent shall withhold or make such deductions as are required, (B) the applicable withholding agent shall and must timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the applicable Laws Law, and (C) to if the extent that the withholding or deduction Tax is made on account of an Indemnified Taxes or Other TaxesTax, then, the sum payable by the applicable Credit Party Borrower shall be increased as necessary so that after any required the deduction or withholding and deductions have been made (including withholding and deductions or withholdings applicable to additional sums payable under this Section 2.15), an 4.09) the applicable Lender (or, in the case of an amount paid 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 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 the Borrower hereunder or under any other Loan Document shall, shall to the extent permitted by applicable Laws, Laws be made free and clear of and without deduction or withholding of for any Taxes. If, however, applicable Laws require the applicable withholding agent Borrower or the Administrative Agent to withhold or deduct any Tax (as determined in the good faith discretion of the applicable withholding agent)Tax, such Tax shall be withheld or deducted in accordance with such LawsLaws as determined by the Borrower or the Administrative Agent, as the case may be. (iii) If the applicable withholding agent Borrower or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes Taxes, including both United States federal backup withholding and withholding taxes, from any payment, then (A) the applicable withholding agent Borrower or Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required, (B) the applicable withholding agent Borrower or Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code or other applicable Laws Tax 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 Party Borrower shall be increased as necessary so that after any required withholding and or the making of all required deductions have been made (including withholding and deductions applicable to additional sums payable under this Section 2.15), an applicable Lender (or, in the case of an amount paid to Section) the Administrative Agent for its own accountor Lender, as the Administrative Agent) case may be, receives an amount equal to the sum it would have received had no such withholding or 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 the Borrower under any other Loan Financing Document shall, to the extent permitted by applicable Laws, shall be made free and clear of and without deduction or withholding of for any Taxes, except as required by applicable Laws. If, however, If any applicable Laws require the applicable withholding agent to withhold or deduct any Tax Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable withholding agent), such Tax Withholding Agent shall be withheld entitled to make such deduction or deducted in accordance with such Lawswithholding. (iii) If the applicable withholding agent Borrower or the Administrative Agent shall be required by the Code or any other applicable Law to withhold or deduct any Taxes (including both (A) United States federal backup withholding and (B) United States federal withholding Taxes imposed upon any non-U.S. Person) from any payment, then (AI) the Borrower or the Administrative Agent, as required by applicable withholding agent Law (including the Code), shall be entitled to withhold or make such deductions as are determined by the Borrower or Administrative Agent to be required, (BII) the applicable withholding agent Borrower or the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable Laws Law, and (CIII) 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 Borrower shall be increased as necessary so that after any required such withholding and deductions have or deduction has been made (including withholding and deductions applicable to additional sums payable under this Section 2.15), an 3.01) the applicable Lender (or, in the case of an amount paid 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 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 Loan Document shall, shall to the extent permitted by applicable Laws, be made free and clear of and without deduction reduction or withholding of for any Taxes. If, however, applicable Laws require the applicable withholding agent a Withholding Agent to withhold or deduct any Tax (as determined in the good faith discretion of the applicable withholding agent)Tax, such Tax shall be withheld or deducted in accordance with such LawsLaws as determined by the Withholding Agent in its good faith discretion. (iii) If the applicable withholding agent Withholding Agent shall be required by applicable Laws to withhold or deduct any Taxes from any payment, then (A) the applicable withholding agent such Withholding Agent shall withhold or make such deductions as are requireddetermined by such Withholding Agent in its good faith discretion, (B) the applicable withholding agent Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable Laws 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 and or the making of all required deductions have been made (including withholding and deductions applicable to additional sums payable under this Section 2.15), an 3.01) the applicable Lender (or, in the case of an amount paid 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 deduction been made. (iii) For purposes of this Section 3.01, the term “Lender” includes any L/C Issuer and the term “applicable Laws” includes FATCA.

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 Loan Document shall, to the extent permitted by applicable Laws, or Letter of Credit shall be made free and clear of and without deduction or withholding of for any Taxes, except as required by applicable Laws. If, however, If any applicable Laws require the applicable withholding agent to withhold or deduct any Tax (as determined in the good faith discretion of the applicable withholding agent)) require the deduction or withholding of any Tax from any such payment by the Administrative Agent, such Tax shall be withheld a Loan Party or deducted in accordance with such Laws. (i) If any other applicable withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding. (ii) If any applicable withholding agent shall be required by applicable Laws to withhold or deduct any Taxes from any payment, then (A) the applicable withholding agent shall withhold or make such deductions as are requireddeductions, (B) the applicable withholding agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable Laws 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 and or deductions have been are made (including withholding and or deductions applicable to additional sums payable under this Section 2.15), an applicable 3.01) each Lender (or, in the case of an amount paid 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 deduction 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 Borrower hereunder or under any other Loan Document shall, shall to the extent permitted by applicable Laws, Law be made free and clear of and without deduction reduction or withholding of for any Taxes. If, however, applicable Laws require the an applicable withholding agent is required by applicable Law to withhold or deduct any Tax (as determined in the good faith discretion of the applicable withholding agent)Tax, such Tax shall be withheld or deducted in accordance with such LawsLaw as determined by such withholding agent. (iii) If the an applicable withholding agent shall be required by applicable Law to withhold or deduct any Taxes Taxes, including both United States Federal backup withholding and withholding Taxes, from or in respect of any paymentsum payable hereunder or under any other Loan Document, then (A) the applicable withholding agent shall withhold or make such deductions as are requireddeductions, (B) the applicable such withholding agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable Laws 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 Borrower shall be increased as necessary so that after any required withholding and or the making of all required deductions have been made (including withholding and deductions applicable to additional sums payable under this Section 2.15), an applicable Lender (or, in the case of an amount paid to Section) the Administrative Agent for its own accountor Lender, as the Administrative Agent) case may be, receives an amount equal to the sum it would have received had no such withholding or 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 the Borrower hereunder or under any other Loan Document shall, shall to the extent permitted by applicable Laws, Laws be made free and clear of and without deduction reduction or withholding of for any Taxes. If, however, applicable Laws require Law requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable withholding agent Withholding Agent 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. (ii) If any applicable Withholding Agent shall be required by the Code to withhold or deduct any Tax (as determined in the good faith discretion of the applicable Taxes, including both U.S. Federal backup withholding agent)and withholding taxes, such Tax shall be withheld or deducted in accordance with such Laws. (i) If the applicable withholding agent shall be required to withhold or deduct any Taxes from any payment, then (A) the applicable withholding agent Withholding Agent shall withhold or make such deductions as are requireddetermined by the Withholding Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the applicable withholding agent Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable Laws 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 Party Borrower shall be increased as necessary so that after any required withholding and or the making of all required deductions have been made (including withholding and deductions of Indemnified Taxes applicable to additional sums payable under this Section 2.15), an applicable Lender (or, in the case of an amount paid to Section) the Administrative Agent for its own accountor Lender, as the Administrative Agent) case may be, receives an amount equal to the sum it would have received had no such withholding or 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 the Borrower under any other Loan Document shall, to the extent permitted by applicable Laws, shall be made free and clear of and without deduction or withholding of for any Taxes, except as required by applicable Laws. If, however, If any applicable Laws require the applicable withholding agent to withhold or deduct any Tax (as determined in the good faith discretion of the applicable Borrower or the Administrative Agent) require the deduction or withholding agent)of any Tax from any such payment by the Borrower or the Administrative Agent, such Tax then the Borrower or the Administrative Agent shall be withheld entitled to make such deduction or deducted in accordance with such Lawswithholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (iii) If the applicable withholding agent Borrower or the Administrative Agent shall be required to withhold or deduct any Taxes from any payment, then (A) the applicable withholding agent Borrower or the Administrative Agent shall withhold or make such deductions as are requireddetermined by the Borrower or the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the applicable withholding agent Borrower or the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable Laws 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 Party Borrower shall be increased as necessary so that after any required withholding and or the making of all required deductions have been made (including withholding and deductions applicable to additional sums payable under this Section 2.15), an 3.01) the applicable Lender (or, in the case of an amount paid 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 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 Loan Credit Document shall, shall to the extent permitted by applicable Laws, laws be made free and clear of and without deduction reduction or withholding of for any Taxes. If, however, applicable Laws laws require any Credit Party or the applicable withholding agent Administrative Agent to withhold or deduct any Tax (as determined in the good faith discretion of the applicable withholding agent)Tax, such Tax shall be withheld or deducted in accordance with such Lawslaws as reasonably determined by such withholding agent. (iii) If any Credit Party or the applicable withholding agent Administrative Agent shall be required to withhold or deduct any Taxes from any payment, then (A) the applicable such withholding agent shall withhold or make such deductions as are requiredreasonably determined by such withholding agent to be required by applicable law, (B) the applicable such withholding agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable 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 Party shall be increased as necessary so that after any required withholding and or deductions have been made (including withholding and or deductions applicable to additional sums payable under this Section 2.15), an applicable Lender (or, in the case of an amount paid to 5.4) the Administrative Agent for its own accountor such Lender, as the Administrative Agent) case may be, receives an amount equal to the sum it would have received had no such withholding or deduction 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 Loan Document shall, to the extent permitted by applicable Laws, shall be made free and clear of and without deduction or withholding of for any Taxes, except as required by applicable Laws. If, however, If any applicable Laws require the applicable withholding agent to withhold or deduct any Tax (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 the applicable withholding agent)Withholding Agent, such Tax then the applicable Withholding Agent shall be withheld entitled to make such deduction or deducted in accordance with such Lawswithholding. (iii) If the applicable withholding agent any Withholding Agent shall be required by any applicable Laws to withhold or deduct any Taxes from any payment, then (A) the applicable withholding agent such Withholding Agent, as required by such Laws, shall withhold or make such deductions as are requireddeductions, (B) such Withholding Agent, to the applicable withholding agent extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable Laws 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 Party shall be increased as necessary so that that, after any required withholding and or deductions for Indemnified Taxes have been made (including withholding withholdings and deductions for Indemnified Taxes applicable to additional sums payable under this Section 2.153.2), an the applicable Lender (or, in the case of an amount paid 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 deduction for Indemnified Taxes 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 the Borrower under any other Loan Document shall, to the extent permitted by applicable Laws, shall be made free and clear of and without deduction or withholding of for any Taxes, except as required by applicable Law (which, for purposes of this Section 5.09, shall include FATCA). If, however, If any applicable Laws require the applicable withholding agent to withhold or deduct any Tax Law (as determined in the good faith discretion of the applicable Administrative Agent or the Borrower, as applicable, taking into account the information and documentation delivered pursuant to Section 5.09(e) below) requires the deduction or withholding agent)of any Tax from any such payment by the Administrative Agent or the Borrower, such Tax then the Administrative Agent or the Borrower shall be withheld entitled to make such deduction or deducted in accordance with such Lawswithholding. (iii) If the applicable withholding agent shall be Administrative Agent or the Borrower are required to deduct or withhold or deduct any Taxes from any payment, then (ATax described in Section 5.09(a)(i) the applicable withholding agent shall withhold or make such deductions as are required, (B) the applicable withholding agent shall and must timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the applicable Laws Law, and (C) to if the extent that the withholding or deduction Tax is made on account of an Indemnified Taxes or Other TaxesTax, then, the sum payable by the applicable Credit Party Borrower shall be increased as necessary so that after any required the deduction or withholding and deductions have been made (including withholding and deductions or withholdings applicable to additional sums payable under this Section 2.15), an 5.09) the applicable Lender (or, in the case of an amount paid 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 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 Loan Document shall, to the extent permitted by applicable Lawslaws, be made free and clear of and without deduction or withholding of any Taxes. If, however, applicable Laws laws require the applicable withholding agent to withhold or deduct any Tax (as determined in the good faith discretion of the applicable withholding agent), such Tax shall be withheld or deducted in accordance with such Lawslaws. (i) If the applicable withholding agent shall be required to withhold or deduct any Taxes from any payment, then (A) the applicable withholding agent shall withhold or make such deductions as are required, (B) the applicable withholding agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable Laws 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 Party shall be increased as necessary so that after any required withholding and deductions have been made (including withholding and deductions applicable to additional sums payable under this Section 2.15), an the applicable Lender (or, in the case of an amount paid 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 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 Loan Document shall, to the extent permitted by applicable Laws, shall be made free and clear of and without deduction reduction or withholding of for any Indemnified Taxes or Other Taxes. If, however, applicable Laws require the applicable withholding agent to withhold or deduct any Tax Indemnified Taxes (as determined in the good faith discretion of the applicable withholding agentincluding Other Taxes), such Tax shall be withheld or deducted in accordance with such LawsLaws as determined in good faith by the applicable withholding agent. (iii) If the applicable withholding agent shall be required by applicable Laws to withhold or deduct any Taxes Taxes, from any payment, then (A) the applicable withholding agent shall withhold or make such deductions as are requireddeductions, (B) the applicable withholding agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable Laws Laws, and (C) to the extent that the withholding or deduction is made on account of Taxes so withheld and deducted are 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 and or all required deductions have been made (including withholding and deductions applicable to additional sums payable under this Section 2.15), an applicable Lender (or, in the case of an amount paid to the Administrative Agent for its own accountSection) have been made, 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 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 the Borrower hereunder or under any other Loan Document shall, shall to the extent permitted by applicable Laws, Law be made free and clear of and without deduction reduction or withholding of for any Taxes. If, however, the Borrower or the Administrative Agent is required by applicable Laws require the applicable withholding agent Law to withhold or deduct any Tax (as determined in the good faith discretion of the applicable withholding agent)Tax, such Tax shall be withheld or deducted in accordance with such LawsLaw as determined by the Borrower or the Administrative Agent, as the case may be. (iii) If the applicable withholding agent Borrower or the Administrative Agent shall be required by applicable Law to withhold or deduct any Taxes Taxes, including both United States Federal backup withholding and withholding taxes, from or in respect of any paymentsum payable hereunder or under any other Loan Document, then (A) the applicable withholding agent Borrower or the Administrative Agent shall withhold or make such deductions as are determined by the Borrower or the Administrative Agent to be required, (B) the applicable withholding agent Borrower or the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable Laws 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 Borrower shall be increased as necessary so that after any required withholding and or the making of all required deductions have been made (including withholding and deductions applicable to additional sums payable under this Section 2.15), an applicable Lender (or, in the case of an amount paid to the Administrative Agent for its own account, Section) 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 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 Loan Document shall, to the extent permitted by applicable Laws, be made free and clear of and without deduction or withholding of any Taxes. If, however, applicable Laws require the applicable withholding agent to withhold or deduct any Tax (as determined in the good faith discretion of the applicable withholding agent), such Tax shall be withheld or deducted in accordance with such Laws. (iii) If the applicable withholding agent shall be required to withhold or deduct any Taxes from any payment, then (A) the applicable withholding agent shall withhold or make such deductions as are required, (B) the applicable withholding agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable 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 Party shall be increased as necessary so that after any required withholding and deductions have been made (including withholding and deductions applicable to additional sums payable under this Section 2.15), an applicable Lender (or, in the case of an amount paid to the Administrative Agent for its own account, the Administrative Agent) , an applicable Lender, as the case may be, receives an amount equal to the sum it would have received had no such withholding or 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 the Borrower hereunder or under any other Loan Document shall, to the extent permitted by applicable Laws, be made free and clear of and without deduction reduction or withholding of for any Taxes. If, however, applicable Laws require the applicable withholding agent Borrower, the Paying Agent or the Administrative Agent to withhold or deduct any Tax Tax, (as determined in the good faith discretion of the applicable withholding agent), i) such Tax shall be withheld or deducted in accordance with such Laws. Laws as determined by the Borrower, the Paying Agent or the Administrative Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (ie) If the applicable withholding agent shall be required to withhold or deduct any Taxes from any payment, then below; (Aii) the applicable withholding agent shall withhold Borrower, the Paying Agent or make such deductions the Administrative Agent, as are requiredthe case may be, (B) the applicable withholding agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable Laws Law; and (Ciii) 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 Borrower shall be increased as necessary so that after any such required withholding and or the making of all such required deductions have been made (including withholding and deductions applicable to additional sums payable under this Section 2.15), an applicable Lender (or, in the case of an amount paid to the Administrative Agent for its own account, Section) the Administrative Agent) , the Paying Agent or the Lender, as the case may be, receives an amount equal to the sum it would have received had no such withholding or 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 the Borrower under any other Loan Document shall, to the extent permitted by applicable Laws, shall be made free and clear of and without deduction or withholding of for any Taxes, except as required by applicable Laws. If, however, If any applicable Laws require the applicable withholding agent to withhold or deduct any Tax (as determined in the good faith discretion of the applicable Administrative Agent or the Borrower, as applicable) require the deduction or withholding agent)of any Tax from any such payment by the Administrative Agent or the Borrower, such Tax then the Administrative Agent or the Borrower shall be withheld entitled to make such deduction or deducted in accordance with such Lawswithholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (iii) If the applicable withholding agent Borrower or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the applicable withholding agent Administrative Agent shall withhold or make such deductions as are requireddetermined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the applicable withholding agent Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable Laws 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 Party Borrower shall be increased as necessary so that after any required withholding and or the making of all required deductions have been made (including withholding and deductions applicable to additional sums payable under this Section 2.15), an 3.01) the applicable Lender (or, in the case of an amount paid 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 deduction of Indemnified Taxes 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 Loan Document shall, to the extent permitted by applicable Lawslaws, be made free and clear of and without deduction or withholding of any Taxes. If, however, applicable Laws laws require the applicable withholding agent to withhold or deduct any Tax (as determined in the good faith discretion of the applicable withholding agent), such Tax shall be withheld or deducted in accordance with such Lawslaws. (i) If the applicable withholding agent shall be required to withhold or deduct any Taxes from any payment, then (A) the applicable withholding agent shall withhold or make such deductions as are required, (B) the applicable withholding agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable Laws 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 Party shall be increased as necessary so that after any required withholding and deductions have been made (including withholding and deductions applicable to additional sums payable under this Section 2.152.16), an the applicable Lender (or, in the case of an amount paid 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 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 Borrower under any other Loan Document shall, to the extent permitted by applicable Laws, shall be made free and clear of and without deduction or withholding of for any Taxes, except as required by applicable Laws. If, however, If any applicable Laws require the applicable withholding agent to withhold or deduct any Tax (as determined in the good faith discretion of the applicable Borrower or the Administrative Agent) require the deduction or withholding agent)of any Tax from any such payment by such Borrower or the Administrative Agent, then such Tax Borrower or the Administrative Agent shall be withheld entitled to make such deduction or deducted in accordance with such Lawswithholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (iii) If any Borrower or the applicable withholding agent Administrative Agent shall be required to withhold or deduct any Taxes from any payment, then (A) such Borrower or the applicable withholding agent Administrative Agent shall withhold or make such deductions as are requireddetermined by such Borrower or the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Borrower or the applicable withholding agent Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable Laws 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 Party Borrower shall be increased as necessary so that after any required withholding and or the making of all required deductions have been made (including withholding and deductions applicable to additional sums payable under this Section 2.15), an 3.01) the applicable Lender (or, in the case of an amount paid 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 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 the Borrower hereunder or under any other Loan Document shall, shall to the extent permitted by applicable Laws, Applicable Law be made free and clear of and without deduction reduction or withholding of for any Taxes. If, however, applicable Laws require Applicable Law requires the applicable withholding agent Borrower or the Administrative Agent to withhold or deduct any Tax (as determined in the good faith discretion of the applicable withholding agent)Tax, such Tax shall be withheld or deducted in accordance with such LawsLaws as determined by the Borrower or the Administrative Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (iii) If the applicable withholding agent Borrower or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the applicable withholding agent Administrative Agent shall withhold or make such deductions as are requireddetermined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the applicable withholding agent Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable Laws 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 Party Borrower shall be increased as necessary so that after any required withholding and or the making of all required deductions have been made (including withholding and deductions applicable to additional sums payable under this Section 2.15), an applicable Lender (or, in the case of an amount paid 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 deduction been made.this

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 Loan Document shall, to the extent permitted by applicable Laws, shall be made free and clear of and without deduction or withholding of for any Taxes, except as required by applicable Laws. If, however, If any applicable Laws require the applicable withholding agent to withhold or deduct any Tax (as determined in the good faith discretion of the applicable Administrative Agent) require the deduction or withholding agent)of any Tax from any such payment by the Administrative Agent or a Loan Party, then the Administrative Agent or such Tax Loan Party shall be withheld entitled to make such deduction or deducted in accordance with such Lawswithholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (iii) If any Loan Party or the applicable withholding agent Administrative Agent shall be required by the Code to withhold or deduct any Taxes Taxes, including both U.S. Federal backup withholding and withholding taxes, from any payment, then (A) the applicable withholding agent Administrative Agent shall withhold or make such deductions as are requireddetermined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the applicable withholding agent Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable Laws 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 and or the making of all required deductions have been made (including withholding and deductions applicable to additional sums payable under this Section 2.15), an SECTION 2.21) the applicable Lender (or, in the case of an amount paid 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 deduction has 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 Loan Document shall, to the extent permitted by applicable Laws, shall be made free and clear of and without deduction reduction or withholding of for any Indemnified Taxes or Other Taxes. If, however, applicable Laws require the applicable withholding agent to withhold or deduct any Tax (as determined in the good faith discretion of the applicable withholding agent)Indemnified Taxes or Other Taxes, such Tax Taxes shall be withheld or deducted in accordance with such LawsLaws as determined in good faith by the applicable withholding agent. (iii) If the applicable withholding agent shall be required by applicable Laws to withhold or deduct any Indemnified Taxes or Other Taxes, from any payment, then (A) the applicable withholding agent shall withhold or make such deductions as are requireddeductions, (B) the applicable withholding agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable Laws 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 all required withholding and or required deductions have been made (including withholding and or deductions applicable to additional sums payable under this Section 2.15)Section) have been made, an applicable each Agent, Lender (oror U.S. L/C Issuer, in as the case of an amount paid to the Administrative Agent for its own accountmay be, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or 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 Loan Document shall, to the extent permitted by applicable Laws, shall be made free and clear of and without deduction or withholding of for any Taxes, except as required by applicable Laws. If, however, If any applicable Laws require the applicable withholding agent to withhold or deduct any Tax (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 the Administrative Agent or a Loan Party, then the applicable withholding agent), such Tax Withholding Agent shall be withheld entitled to make such deduction or deducted in accordance with such Lawswithholding. (iii) If the applicable withholding agent Withholding Agent shall be required to withhold or deduct any Taxes Taxes, including both United States federal backup withholding and withholding taxes, from any payment, then (A) the applicable withholding agent such Withholding Agent shall withhold or make such deductions as are requireddetermined by such Withholding Agent, (B) the applicable withholding agent Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable Laws 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 such required withholding and or the making of all such required deductions have been made (including withholding and such deductions applicable to additional sums payable under this Section 2.15), an 3.01) the applicable Lender (or, in the case of an amount paid 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 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 the Borrower under any other Loan Document shall, to the extent permitted by applicable Laws, shall be made free and clear of and without deduction or withholding of for any Taxes, except as required by applicable Laws. If, however, If any applicable Laws require the applicable withholding agent to withhold or deduct any Tax (as determined in the good faith discretion of the applicable Administrative Agent or the Borrower, as applicable) require the deduction or withholding agent)of any Tax from any such payment by the Administrative Agent or the Borrower, such Tax then the Administrative Agent or the Borrower shall be withheld entitled to make such deduction or deducted in accordance with such Lawswithholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (iii) If the applicable withholding agent Borrower or the Administrative Agent shall be required by applicable Law to withhold or deduct any Taxes Taxes, including United States Federal backup withholding Taxes, from any payment, then (A) the applicable withholding agent Administrative Agent shall withhold or make such deductions as are requireddetermined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the applicable withholding agent Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable Laws 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 Borrower shall be increased as necessary so that after any required withholding and or the making of all required deductions have been made (including withholding and deductions applicable to additional sums payable under this Section 2.15), an 3.01) the applicable Lender (or, in the case of an amount paid 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 deduction of Indemnified Taxes 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 Loan Document shall, to the extent permitted by applicable Laws, shall be made free and clear of and without deduction or withholding of for any Taxes, except as required by applicable Laws. If, however, If any applicable Laws require the applicable withholding agent to withhold or deduct any Tax (as determined in the good faith discretion of the applicable Administrative Agent or any Loan Party) require the deduction or withholding agent)of any Tax from any such payment by the Administrative Agent or a Loan Party, then the Administrative Agent or such Tax Loan Party shall be withheld entitled to make such deduction or deducted in accordance with such Lawswithholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (iii) If any Loan Party or the applicable withholding agent Administrative Agent shall be required by applicable Law to withhold or deduct any Taxes from any payment, then (A) such Loan party or the applicable withholding agent Administrative Agent shall withhold or make such deductions as are requireddeductions, (B) the applicable withholding agent Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable 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 and or the making of all required deductions have been made (including withholding and deductions applicable to additional sums payable under this Section 2.15), an 3.01) the applicable Lender (or, in the case of an amount paid 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 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 Loan Document shall, to the extent permitted by applicable Lawslaws, be made free and clear of and without deduction or withholding of any Taxes. If, however, applicable Laws laws require the applicable withholding agent to withhold or deduct any Tax (as determined in the good faith discretion of the applicable withholding agent), such Tax shall be withheld or deducted in accordance with such Lawslaws. (i) If the applicable withholding agent shall be required to withhold or deduct any Taxes from any payment, then (A) the applicable withholding agent shall withhold or make such deductions as are required, (B) the applicable withholding agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable Laws 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 Party shall be increased as necessary so that after any required withholding and deductions have been made (including withholding and deductions applicable to additional sums payable under this Section 2.152.152.16), an the applicable Lender (or, in the case of an amount paid 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 deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (iI) Any and all payments by or on account of any obligation of any Credit Party hereunder or the Borrower under any other Loan Document shall, to the extent permitted by applicable Laws, shall be made free and clear of and without deduction or withholding of for any Taxes, except as required by applicable Laws. If, however, If any applicable Laws require the applicable withholding agent to withhold or deduct any Tax (as determined in the good faith discretion of an applicable Withholding Agent) require the applicable deduction or withholding agent)of any Tax from any such payment by a Withholding Agent, such Tax then the Withholding Agent shall be withheld entitled to make such deduction or deducted in accordance with such Lawswithholding. (i) If the applicable withholding agent any Withholding Agent shall be required by any applicable Laws to withhold or deduct any Taxes from any payment, then (A) the applicable withholding agent such Withholding Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required, (B) such Withholding Agent, to the applicable withholding agent extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable Laws 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 Party Borrower shall be increased as necessary so that after any required withholding and or the making of all required deductions have been made (including withholding and deductions applicable to additional sums payable under this Section 2.15), an 3.01) the applicable Lender (or, in the case of an amount paid 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 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 the Borrower hereunder or under any other Loan Document shall, the Notes shall to the extent permitted by applicable Laws, laws be made free and clear of and without deduction or withholding of for any Taxes. If, however, applicable Laws laws require the applicable withholding agent Withholding Agent to withhold or deduct any Tax (as determined in the good faith discretion of the applicable withholding agent)Tax, such Tax shall be withheld or deducted in accordance with such Lawslaws as determined by the Withholding Agent. (iii) If the applicable withholding agent Withholding Agent shall be required by applicable law to withhold or deduct any Taxes from any payment, then (A) the applicable withholding agent Withholding Agent shall withhold or make such deductions as are requireddetermined by the Withholding Agent to be required taking into account the information and documentation it has received pursuant to subsection (e) below, (B) the applicable withholding agent Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable Laws 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 Borrower shall be increased as necessary so that after any required withholding and or deductions have been made (including withholding and deductions those applicable to additional sums payable under this Section 2.15), an applicable Lender (or, in the case of an amount paid to 2.17) the Administrative Agent for its own accountor Lender, the Administrative Agent) as applicable receives an amount equal to the sum it would have received had no such withholding or 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 Loan Credit Document shall, shall to the extent permitted by applicable Laws, laws be made free and clear of and without deduction reduction or withholding of for any Taxes. If, however, applicable Laws laws require any Credit Party or the applicable withholding agent Administrative Agent to withhold or deduct any Tax (as determined in the good faith discretion of the applicable withholding agent)Tax, such Tax shall be withheld or deducted in accordance with such Lawslaws as reasonably determined by such withholding agent. (iii) If any Credit Party or the applicable withholding agent Administrative Agent shall be required by the Code to withhold or deduct any Taxes Taxes, including both United States federal backup withholding and withholding Taxes, from any payment, then (A) the applicable such withholding agent shall withhold or make such deductions as are requiredreasonably determined by such withholding agent to be required by applicable law, (B) the applicable such withholding agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable Laws 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 Party shall be increased as necessary so that after any required withholding and or deductions have been made (including withholding and or deductions applicable to additional sums payable under this Section 2.15), an applicable Lender (or, in the case of an amount paid to Section) the Administrative Agent for its own accountor such Lender, as the Administrative Agent) case may be, receives an amount equal to the sum it would have received had no such withholding or deduction 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 Loan Document shall, to the extent permitted by applicable Laws, shall be made free and clear of and without deduction or withholding of for any Taxes, except as required by applicable Laws. If, however, If any applicable Laws require the applicable withholding agent to withhold or deduct any Tax (as determined in the good faith discretion of the applicable Administrative Agent or Loan Party, as the case may be) require the deduction or withholding agent)of any Tax from any such payment by the Administrative Agent or a Loan Party, then the Administrative Agent or such Tax Loan Party shall be withheld entitled to make such deduction or deducted in accordance with such Lawswithholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (i) If any Loan Party or the applicable withholding agent Administrative Agent shall be required by the Code to withhold or deduct any Taxes Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the applicable withholding agent Administrative Agent shall withhold or make such deductions as are requireddetermined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the applicable withholding agent Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable Laws 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 and or the making of all required deductions have been made (including withholding and deductions applicable to additional sums payable under this Section 2.15), an 3.01) the applicable Lender (or, in the case of an amount paid 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 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 Loan Document shall, to the extent permitted by applicable Laws, shall be made free and clear of and without deduction reduction or withholding of for any Indemnified Taxes or Other Taxes. If, however, applicable Laws require the applicable withholding agent to withhold or deduct any Tax Indemnified Taxes (as determined in the good faith discretion of the applicable withholding agentincluding Other Taxes), such Tax shall be withheld or deducted in accordance with such LawsLaws (as determined in good faith by the applicable withholding agent). (iii) If the applicable withholding agent shall be required by applicable Laws to withhold or deduct any Indemnified Taxes or Other Taxes from any payment, then (A) the applicable withholding agent shall withhold or make such deductions as are requireddeductions, (B) the applicable withholding agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable 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 and or all required deductions have been made (including withholding and deductions applicable to additional sums payable under this Section 2.15)Section) have been made, an applicable each Lender (oror L/C Issuer, in as the case of an amount paid to the Administrative Agent for its own accountmay be, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or 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 Borrower under any other Loan Document shall, to the extent permitted by applicable Laws, shall be made free and clear of and without deduction or withholding of for any Taxes, except as required by applicable Laws. If, however, If any applicable Laws require the applicable withholding agent to withhold or deduct any Tax (as determined in the good faith discretion of the applicable Borrower or the Administrative Agent) require the deduction or withholding agent)of any Tax from any such payment by such Borrower or the Administrative Agent, then such Tax Borrower or the Administrative Agent shall be withheld entitled to make such deduction or deducted in accordance with such Lawswithholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (iii) If any Borrower or the applicable withholding agent Administrative Agent shall be required to withhold or deduct any Taxes from any payment, then (A) such Borrower or the applicable withholding agent Administrative Agent shall withhold or make such deductions as are requireddetermined by such Borrower or the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Borrower or the applicable withholding agent Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable Laws 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 Party Borrower shall be increased as necessary so that after any required withholding and or the making of all required deductions have been made (including withholding and deductions applicable to additional sums payable under this Section 2.15), an Section 3.01) the applicable Lender (or, in the case of an amount paid 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 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 the Borrower hereunder or under any other Loan Credit Document shall, shall to the extent permitted by applicable Laws, Law be made free and clear of and without deduction reduction or withholding of for any Taxes. If, however, applicable Laws require the Law requires an applicable withholding agent to withhold or deduct any Tax (as determined in the good faith discretion of the applicable such withholding agent), such Tax shall be withheld or deducted in accordance with such Laws. (i) If the applicable withholding agent shall be required to withhold or deduct any Taxes from any payment, then (A) the applicable withholding agent shall withhold or make such deductions as are requireddetermined by the applicable withholding agent to be required based upon the information and documentation it has received pursuant to Section 2.19.6 below, (B) the applicable withholding agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable Laws 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 Borrower shall be increased as necessary so that after any required withholding and or the making of all required deductions have been made (including withholding and deductions applicable to additional sums payable under this Section 2.15), an applicable Lender (or, in the case of an amount paid to Section) the Administrative Agent for its own accountor Lender, as the Administrative Agent) case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made. For purposes of this Section 2.19, “withholding agent” means the Borrower or the Administrative Agent, as applicable.

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 Loan Document shall, to the extent permitted by applicable Laws, be made free and clear of and without deduction or withholding of any Taxes. If, however, applicable Laws require the applicable withholding agent to withhold or deduct any Tax (as determined in the good faith discretion of the applicable withholding agent), such Tax shall be withheld or deducted in accordance with such Laws. (iii) If the applicable withholding agent shall be required to withhold or deduct any Taxes from any payment, then (A) the applicable withholding agent shall withhold or make such deductions as are required, (B) the applicable withholding agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable 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 and deductions on account of Indemnified Taxes or Other Taxes have been made (including withholding and deductions applicable to additional sums payable under this Section 2.15)Section 3.01) the applicable Lender, an applicable Lender (or, in as the case of an amount paid to the Administrative Agent for its own accountmay be, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or 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 the Borrower hereunder or under any other Loan Document shall, to the extent permitted by applicable Laws, shall be made free and clear of and without deduction or withholding of for any Taxes, except as required by applicable Laws. If, however, If any applicable Laws require the applicable withholding agent to withhold or deduct any Tax (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 applicable withholding agent), such Tax Withholding Agent shall be withheld entitled to make such deduction or deducted in accordance with such Lawswithholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (iii) If the applicable withholding agent Withholding Agent shall be required by applicable Law to withhold or deduct any Taxes from any paymentTaxes, then (A) the applicable withholding agent Withholding Agent shall withhold or make such deductions as are determined by such Withholding Agent to be required, (B) the applicable withholding agent such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable Laws 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 Borrower shall be increased as necessary so that after any required withholding and or the making of all required deductions have been made (including withholding and deductions applicable to additional sums payable under this Section 2.153.01(a), an ) the applicable Lender (or, in the case of an amount paid 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 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 the Borrowers or any Credit Party Guarantor hereunder or under any other Loan Document shall, shall to the extent permitted by applicable Laws, Laws be made free and clear of and without reduction, withholding or deduction for or withholding on account of any Taxes. If, however, applicable Laws require the applicable withholding agent to withhold or deduct any Tax (as determined in the good faith discretion of the Deduction is required to be made under any applicable withholding agent)Law, such Tax Deduction shall be withheld or deducted made in accordance with such Laws. For purposes of this Section 3.01, “applicable Law” includes FATCA. (iii) If the applicable withholding agent shall be any Tax Deduction is required to withhold or deduct any Taxes be made from any paymentsuch payment under any applicable Law, then (A) the applicable withholding agent Borrowers, the Guarantor or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are requiredTax Deduction in the minimum amount required by such Laws, (B) the applicable withholding agent Borrowers, the Guarantor or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount so withheld or deducted by it to the relevant Governmental Authority in accordance with applicable Laws such Laws, and (C) to the extent that the withholding or deduction Tax Deduction is made for or on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Credit Party Borrowers or the Guarantor, as applicable, shall (subject to Section 3.01(h)) be increased as necessary so that after any required withholding and deductions have been made Tax Deduction (including withholding and withholdings or deductions applicable to additional sums payable under this Section 2.15), an applicable Lender (or, in the case of an amount paid to Section) the Administrative Agent for its own accountor Lender, as the Administrative Agent) case may be, receives an amount equal to the sum it would have received had no such withholding or deduction Tax 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 Loan Document shall, shall to the extent permitted by applicable Laws, Laws be made free and clear of and without deduction reduction or withholding of for any Taxes. If, however, applicable Laws require the applicable withholding agent to withhold or deduct any Tax Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable withholding agent), such Tax Withholding Agent shall be withheld entitled to make such deduction or deducted in accordance with such Lawswithholding. (iii) If the any applicable withholding agent Withholding Agent shall be required by applicable law to withhold or deduct any Taxes Taxes, including both U.S. Federal backup withholding and withholding taxes, from any payment, then (A) the applicable withholding agent Withholding Agent shall withhold or make such deductions as are determined by the Withholding Agent to be required, (B) the applicable withholding agent Withholding Agent shall timely pay the full amount withheld or deducted to the relevant ​ ​ Governmental Authority in accordance with applicable Laws 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 withholding and or the making of all required deductions have been made (including withholding and deductions of Indemnified Taxes applicable to additional sums payable under this Section 2.15), an applicable Lender (or, in the case of an amount paid to Section) the Administrative Agent for its own accountor Lender, as the Administrative Agent) case may be, receives an amount equal to the sum it would have received had no such withholding or 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 Loan Document shall, shall to the extent permitted by applicable Laws, Law be made free and clear of and without deduction reduction or withholding of for any Taxes. If, however, applicable Laws require the applicable withholding agent Law requires any Withholding Agent to withhold or deduct any Tax (as determined in the good faith discretion of the applicable withholding agent)Tax, such Tax shall be withheld or deducted in accordance with such LawsLaws as reasonably determined by such Withholding Agent. (iii) If the applicable withholding agent Withholding Agent shall be required by applicable Law to withhold or deduct any Taxes Taxes, including both U.S. federal backup withholding and non-resident withholding Taxes, from any payment, then (A) the applicable withholding agent such Withholding Agent shall withhold or make such deductions as are requiredreasonably determined by such Withholding Agent to be required by applicable Law, (B) the applicable withholding agent such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable Laws 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 by such Loan Party as necessary so that after any required withholding and or deductions for such Indemnified Taxes or Other Taxes have been made (including withholding and or deductions for Indemnified Taxes or Other Taxes applicable to additional sums payable under this Section 2.15), an 3.01) the applicable Lender (or, in the case of an amount paid 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 deduction deductions for Indemnified Taxes or Other Taxes 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 Borrower hereunder or under any other Loan Document shall, shall to the extent permitted by applicable Laws, laws be made free and clear of and without deduction reduction or withholding of for any Taxes. If, however, applicable Laws laws require the applicable withholding agent Borrower or the Administrative Agent to withhold or deduct any Tax (as determined in the good faith discretion of the applicable withholding agent)Tax, such Tax shall be withheld or deducted in accordance with such LawsLaws as determined by the Borrower or the Administrative Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (iii) If the applicable withholding agent Borrower or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes Taxes, including both U.S. federal backup withholding and withholding taxes, from any payment, then (A) the applicable withholding agent Administrative Agent shall withhold or make such deductions as are requireddetermined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the applicable withholding agent Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable Laws 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 Party Borrower shall be increased as necessary so that after any required withholding and or the making of all required deductions have been made (including withholding and deductions applicable to additional sums payable under this Section 2.15), an applicable Lender (or, in the case of an amount paid to 3.5) the Administrative Agent for its own account, the Administrative Agent) or any Lender receives an amount equal to the sum it would have received had no such withholding or deduction been made.