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. Any and all payments by or on account of any obligation of any Loan Party hereunder or under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good-faith discretion of a Loan Party or the Administrative Agent) require the deduction or withholding of any Tax from any such payment by a Loan Party or the Administrative Agent, (i) such Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) and (g) below, (ii) such 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 Authority in accordance with such Laws, and (iii) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable 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 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 reduction or withholding for any Taxes. If, except as required by applicable Laws. If any however, applicable Laws (as determined in require the good-faith discretion of a Loan Party or the Administrative Agent) require Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by the deduction or withholding of any Tax from any such payment by a Loan Party or the Administrative Agent, (i) such Loan Party 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. (ii) If the Loan Party or the Administrative Agent shall be required by such Lawsto withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by it the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) and (g) below, (iiB) such Loan Party or the Administrative Agent, to the extent required by such Laws, Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such LawsAuthority, and (iiiC) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01Section) the applicable Recipient 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 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 reduction or withholding for any Taxes. If, except as required by applicable Laws. If any however, applicable Laws (as determined in the good-faith discretion of a require any Loan Party or the Administrative Agent) require the deduction Agent to withhold or withholding of deduct any Tax, such Tax from any shall be withheld or deducted in accordance with such payment Laws as determined by a Loan Party or the Administrative Agent, (i) such Loan Party 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. (ii) If any Loan Party or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) such Laws, Loan Party or the Administrative Agent shall withhold or make such deductions as are determined by it such Loan Party or the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) and (g) below, (iiB) such Loan Party or the Administrative Agent, to the extent required by such Laws, Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Lawsthe Code, and (iiiC) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable such Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01Section) the applicable Recipient 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 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 reduction or withholding for any Taxes. If, except as required by applicable Laws. If any however, applicable Laws (as determined in the good-faith discretion of a require any Loan Party or the Administrative AgentAgent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as reasonably determined by such withholding agent. (ii) require the deduction or withholding of If any Tax from any such payment by a Loan Party or the Administrative AgentAgent shall be required by the Code to withhold or deduct any Taxes, including both United States federal backup withholding and withholding Taxes, from any payment, then (iA) such Loan Party or the Administrative Agent, as required by such Laws, withholding agent shall withhold or make such deductions as are reasonably determined by it such withholding agent to be required based upon the information and documentation it has received pursuant to subsection (e) and (g) belowby applicable Law, (iiB) such Loan Party or the Administrative Agent, to the extent required by such Laws, withholding agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, the Code and (iiiC) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable 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 3.01Section) the applicable Recipient Administrative Agent or such Lender, as the 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 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 reduction or withholding for any Taxes. If, except as required by applicable Laws. If any however, applicable Laws (as determined in require the good-faith discretion of a Loan Party or the Administrative Agent) require the deduction Agent to withhold or withholding of deduct any Tax upon the basis of the information and documentation to be delivered pursuant to subsection (e) below, including both (x) United States federal backup withholding and (y) withholding taxes from any such payment by a Loan Party or the Administrative Agentpayment, then: (i) such (A) the Loan Party or the Administrative Agent, as required by such Lawsapplicable, shall withhold or make such deductions as are determined by it the Loan Party or the Administrative Agent, as applicable, to be required based upon the information and documentation it has received pursuant to subsection (e) and (g) below, (iiB) such the Loan Party or the Administrative Agent, to the extent required by such Lawsas applicable, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (iiiC) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient 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 Loan Party hereunder or under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good-good faith discretion of a Loan Party or the Administrative AgentAgent or Loan Party) require 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. (ii) If any Loan Party or the Administrative AgentAgent shall be required by any applicable Laws to withhold or deduct any Taxes from any payment, then (iA) such Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) and (g) below, (iiB) such 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 Authority in accordance with such Laws, Laws and (iiiC) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions for Indemnified Taxes (including deductions for Indemnified Taxes applicable to additional sums payable under this Section 3.01) the applicable 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 Loan Party hereunder or under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable LawsApplicable Law. If any applicable Applicable Laws (as determined in the good-good faith discretion of a Loan Party or the Administrative Agent) require 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. (ii) If any Loan Party or the Administrative AgentAgent shall be required by any Applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (iA) such Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) and (g) below, (iiB) such 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 Authority in accordance with such Laws, and (iiiC) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01SECTION 2.23) the applicable 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 Loan Credit Party hereunder or under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good-good faith discretion of a Loan Party or the Administrative an applicable Withholding Agent) require the deduction or withholding of any Tax from any such payment by a Loan Party or the Administrative applicable Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding. (iii) If any Withholding Agent shall be required by any applicable Laws to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Administrative Withholding Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) and (g) belowdeductions, (iiB) such Loan Party or the Administrative Withholding Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (iiiC) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Credit Party shall be increased as necessary so that that, after any required withholding or the making of all required deductions for Indemnified Taxes have been made (including withholdings and deductions for Indemnified Taxes applicable to additional sums payable under this Section 3.01) 3.2), the applicable 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 Loan Party hereunder or under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good-good faith discretion of a Loan Party or the Administrative Agent) require 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. (ii) If any Loan Party or the Administrative AgentAgent shall be required by any applicable Laws to withhold or deduct any Taxes from any payment by or on account of any obligation of any Loan Party under any Loan Document, then (iA) such Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it such Loan Party or the Administrative Agent, as required by such Laws, to be required based upon the information and documentation it has received pursuant to subsection (e) and (g) below, (iiB) such Loan Party or the Administrative Agent, to the extent as required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (iiiC) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable 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 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 reduction or withholding for any Taxes. If, except however, applicable Laws require any Loan Party, the Administrative Agent or any Security Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by the Loan Party, the Administrative Agent or such Security Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If a Loan Party, the Administrative Agent or any Security Agent shall be required by applicable Laws. If any applicable Laws (as determined in the good-faith discretion of a Loan Party to withhold or the Administrative Agent) require the deduction or withholding of deduct any Tax Taxes from any such payment by a Loan Party or the Administrative Agentpayment, then (iA) such Loan Party or Party, the Administrative Agent or such Security Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) and (g) below, (iiB) such Loan Party or Party, the Administrative Agent or such Security 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 such Laws, and (iiiC) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01), the Administrative Agent, each Security Agent, each Lender (including the Swing Lender) or L/C Issuer, as the applicable Recipient 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 the Borrower or any other 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 reduction or withholding for any Taxes. If, except as required by applicable Laws. If any however, applicable Laws (as determined in require the good-faith discretion of a Borrower, any other Loan Party or the Administrative Agent) require Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by the deduction or withholding of any Tax from any Borrower, such payment by a Loan Party or the Administrative Agent, (i) such other Loan Party 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. (ii) If the Borrower, any other Loan Party or the Administrative Agent shall be required by such Lawsthe Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by it the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) and (g) below, (iiB) such Loan Party or the Administrative Agent, to the extent required by such Laws, Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Lawsthe Code, and (iiiC) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Borrower or such other Loan Party Party, as the case may be, shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01Section) the applicable Recipient 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 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 reduction or withholding for any Taxes. If, except as required by applicable Laws. If any however, applicable Laws (as determined in require the good-faith discretion of a Loan Party or the Administrative Agent) require the deduction Agent to withhold or withholding of deduct any Tax upon the basis of the information and documentation to be delivered pursuant to subsection (e) below, including both (x) United States federal backup withholding and (y) withholding taxes from any such payment by a Loan Party or payment, then: (A) the Administrative Agent, (i) such Loan Party or the Administrative Agent, as required by such Lawsapplicable, shall withhold or make such deductions as are determined by it the Loan Party or the Administrative Agent, as applicable, to be required based upon the information and documentation it has received pursuant to subsection (e) and (g) below, (iiB) such the Loan Party or the Administrative Agent, to the extent required by such Lawsas applicable, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (iiiC) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased will pay such additional amount or amounts as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient 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 Loan Party hereunder or under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good-good faith discretion of a Loan Party or the Administrative Agent) require 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, as applicable, shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to clause (e) below. (ii) If any Loan Party or the Administrative AgentAgent shall be required by applicable Law to withhold or deduct any Taxes, including (ibut not limited to) both United States federal backup withholding and withholding taxes, from any payment, then (A) such Loan Party or the Administrative Agent, as required by such Lawsapplicable, shall withhold or make such deductions as are determined by it such Loan Party or the Administrative Agent, as applicable, to be required based upon the information and documentation it has received pursuant to subsection clause (e) and (g) below, (iiB) such Loan Party or the Administrative Agent, to the extent required by such Lawsas applicable, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Lawsapplicable Law, and (iiiC) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable 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 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 reduction or withholding for any Taxes. If, except as required by applicable Laws. If any however, applicable Laws (as determined in the good-faith discretion of a require any Loan Party or the Administrative Agent) require the deduction Agent to withhold or withholding of deduct any Tax, such Tax from any shall be withheld or deducted in accordance with such payment Laws as determined by a Loan Party or the Administrative Agent, (i) such Loan Party or the Administrative Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to clause (e) below. (ii) If any Loan Party or the Administrative Agent shall be required by any applicable Laws to withhold or deduct any Taxes from any payment, then (A) the Administrative Agent or such LawsLoan Party, as applicable, shall withhold or make such deductions as are determined by it the Administrative Agent or such Loan Party, as the case may be, to be required based upon the information and documentation it has received pursuant to subsection clause (e) and (g) below, (iiB) the Administrative Agent or such Loan Party or the Administrative AgentParty, to the extent required by such Lawsas applicable, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such applicable Laws, and (iiiC) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01Section) the applicable Recipient Recipient, 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 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 reduction or withholding for any Taxes. If, except as required by applicable Laws. If any however, applicable Laws (as determined in the good-faith discretion of a require any Loan Party or the Administrative Agent) require the deduction Agent to withhold or withholding of deduct any Tax, such Tax from any shall be withheld or deducted in accordance with such payment Laws as determined by a Loan Party or the Administrative Agent, (i) such Loan Party or the Administrative Agent, as required by such Lawsthe case may be, shall withhold or make such deductions as are determined by it to be required based upon the basis of the information and documentation it has received to be delivered pursuant to subsection (e) and (g) below, . (ii) such If any Loan Party or the Administrative Agent, to the extent Agent shall be required by such Laws, shall timely pay applicable Law or the full amount withheld or deducted to interpretation thereof by the relevant Governmental Authority to deduct or withhold any Indemnified Taxes or Other Taxes from or in accordance with such Laws, and (iii) to the extent that the withholding or deduction is made on account respect of Indemnified Taxes, the any sum payable by hereunder or under any other Loan Document, (A) the applicable Loan Party amount payable shall be increased by such additional amount as may be necessary so that after any required withholding or the making of all required deductions or withholdings (including including, without limitations, deductions or withholdings applicable to additional sums payable amounts paid under this Section 3.01Section) the applicable Recipient Administrative Agent, the relevant Revolving Credit Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it full amount they would have received had no such withholding or deduction been made, (B) the relevant Loan Party shall make such deductions or withholdings; and (C) the relevant Loan Party shall promptly pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law.

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 Loan Party hereunder or under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good-good faith discretion of a Loan Party or the Administrative 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 Administrative Agent or such Loan Party shall be entitled to make such deduction or withholding. (ii) If any Loan Party or the Administrative AgentAgent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (iA) the Administrative Agent or such Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) and (g) belowrequired, (iiB) the Administrative Agent or such 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 Authority in accordance with such Lawsapplicable Law, and (iiiC) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable 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 Loan Party hereunder or under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good-good faith discretion of a Loan Party or the Administrative AgentAgent or Loan Party) require 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. (ii) If any Loan Party or the Administrative AgentAgent shall be required by any applicable Laws to withhold or deduct any Taxes from any payment under any Loan Documents, then (iA) such Loan Party or the Administrative Agent, as required by such Laws, Agent shall withhold or make such deductions as are determined by it such Loan Party or the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) and (g) below, (iiB) such Loan Party or the Administrative Agent, to the extent required by such Laws, Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, the applicable Law and (iiiC) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions for Indemnified Taxes (including deductions for Indemnified Taxes applicable to additional sums payable under this Section 3.013.01(ii) the applicable 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 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 reduction or withholding for any Taxes. If, except as required by applicable Laws. If any however, applicable Laws (as determined in require the good-faith discretion of a Loan Party or the Administrative Agent) require the deduction Agent to withhold or withholding of deduct any Tax upon the basis of the information and documentation to be delivered pursuant to subsection (e) below, including both (x) United States federal backup withholding and (y) withholding taxes from any such payment by a Loan Party or payment, then: (ii) (A) the Administrative Agent, (i) such Loan Party or the Administrative Agent, as required by such Lawsapplicable, shall withhold or make such deductions as are determined by it the Loan Party or the Administrative Agent, as applicable, to be required based upon the information and documentation it has received pursuant to subsection (e) and (g) below, (iiB) such the Loan Party or the Administrative Agent, to the extent required by such Lawsas applicable, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (iiiC) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient 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 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 reduction or withholding for any Taxes. If, except as required by however, applicable Laws. If laws require any applicable Laws (as determined in the good-faith discretion of a Loan Party or any other applicable withholding agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such laws as determined by the Administrative Agentapplicable withholding agent. (ii) require the deduction or withholding of If any Tax from any such payment by a Loan Party or any other applicable withholding agent shall be required by any applicable laws to withhold or deduct any Taxes from or in respect of any payment made by any Loan Party under any Loan Document, then (A) the Administrative Agent, (i) such applicable Loan Party or the Administrative Agent, as required by such Laws, other applicable withholding agent shall withhold or make such deductions as are determined by it such withholding agent to be required based upon the information and documentation it has received pursuant to subsection (e) and (g) belowrequired, (iiB) such the applicable Loan Party or the Administrative Agent, to the extent required by such Laws, other applicable withholding agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Lawsapplicable law, and (iiiC) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient Administrative Agent, Lender or any 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 on account of 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 Loan Party hereunder or under any other Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good-faith discretion of a Loan Party or the Administrative Agent) require the deduction Agent determines in good faith that it is required under applicable Laws to withhold or withholding of deduct any Tax, such Tax from any shall be withheld or deducted in accordance with such payment Laws as determined by a Loan Party or the Administrative Agent, (i) such Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) and (g) below, case may be. (ii) such If any Loan Party or the Administrative Agent, to the extent Agent determines that it shall be required by such Laws, shall timely pay applicable Law or the full amount withheld or deducted to interpretation thereof by the relevant Governmental Authority to deduct or withhold any Indemnified Taxes from or in accordance with such Laws, and (iii) to the extent that the withholding or deduction is made on account respect of Indemnified Taxes, the any sum payable by hereunder or under any other Loan Document, (A) the applicable Loan Party amount payable shall be increased by such additional amount as may be necessary so that after any required withholding or the making of all required deductions or withholdings (including including, without limitations, deductions or withholdings applicable to additional sums payable amounts paid under this Section 3.01) in respect of such Indemnified Taxes, the applicable Recipient recipient receives an amount equal to the sum it full amount they would have received had no such withholding or deduction in respect of such Indemnified Taxes or Other Taxes been made, (B) the relevant Loan Party or the Administrative Agent shall make such deductions or withholdings; and (C) the relevant Loan Party or the Administrative Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law.

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 the Loan Party Parties 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 for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good-good faith discretion of a Loan Party or the Administrative Agent) require the deduction or withholding of any Tax from any such payment by a Loan Party or the Administrative Agent, as the case may be) require any Loan Party or the Administrative Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by such Loan Party or the Administrative Agent, as the case may be. (iii) such If the Loan Parties or the Administrative Agent shall be required by any applicable Laws (including, for the avoidance of doubt, the Internal Revenue Code) to withhold or deduct any Taxes from any payment, then (A) the Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) and (g) belowrequired, (iiB) such 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 Authority in accordance with such Laws, and (iiiC) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any such required withholding or the making of all such required deductions (including deductions applicable to additional sums payable under this Section 3.01) 3.01(ii)), the applicable Recipient Administrative Agent or Lender, 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 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 reduction or withholding for any Taxes. If, except as required by applicable Laws. If any however, applicable Laws (as determined in the good-faith discretion of a require any Loan Party or the Administrative Agent) require the deduction Agent to withhold or withholding of deduct any Tax, such Tax from any shall be withheld or deducted in accordance with such payment Laws as determined by a Loan Party or the Administrative Agent, (i) such Loan Party 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. (ii) If any Loan Party or the Administrative Agent shall be required by such Lawsapplicable Law to withhold or deduct any Taxes, including both United States federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by it the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) and (g) below, (iiB) such Loan Party or the Administrative Agent, to the extent required by such Laws, Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Lawsapplicable Law, and (iiiC) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable such Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including withholding or deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient 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 Loan Party hereunder or under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good-good faith discretion of a the Agent or Loan Party or the Administrative AgentParty, as applicable) require the deduction or withholding of any Tax from any such payment by the Agent or a Loan Party, then (A) the Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the Administrative Agentbasis of the information and documentation to be delivered pursuant to subsection (e) below, (iB) such Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) and (g) below, (ii) such 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 Authority in accordance with such Laws, and (iiiC) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.013.1) the applicable 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 Loan Party hereunder or under any Loan Document shall be made without deduction deduction, remittance, or withholding for any Taxes, except as required by applicable Lawslaws. If any applicable Laws (as determined in the good-faith discretion of a Loan Party or the Administrative Agent) laws require the deduction deduction, remittance, or withholding of any Tax from any such payment by the Administrative Agent (as determined in the good faith discretion of the Administrative Agent) or a Loan Party, then the Administrative Agent or such Loan Party shall be entitled to make such deduction, remittance or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If any Loan Party or the Administrative AgentAgent shall be required by any applicable laws other than the Code to withhold, remit, or deduct any Taxes from any payment, then (iA) such Loan Party or the Administrative Agent, as required by such Lawslaws, shall withhold withhold, remit, or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) and (g) below, (iiB) such Loan Party or the Administrative Agent, to the extent required by such Lawslaws, shall timely pay the full amount withheld withheld, remitted, or deducted to the relevant Governmental Authority in accordance with such Lawslaws, and (iiiC) to the extent that the withholding withholding, remittance, or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or remittance, or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.012.26) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding withholding, remittance, 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 Loan Party hereunder or under US-DOCS\70212156.13 any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without deduction reduction or withholding for any Taxes. If, except as required by applicable Laws. If any however, applicable Laws (as determined in require the good-faith discretion of a Loan Party or the Administrative Agent) require the deduction Agent to withhold or withholding of deduct any Tax upon the basis of the information and documentation to be delivered pursuant to subsection (e) below, including both (x) United States federal backup withholding and (y) withholding taxes from any such payment by a Loan Party or the Administrative Agentpayment, then: (i) such (A) the Loan Party or the Administrative Agent, as required by such Lawsapplicable, shall withhold or make such deductions as are determined by it the Loan Party or the Administrative Agent, as applicable, to be required based upon the information and documentation it has received pursuant to subsection (e) and (g) below, (iiB) such the Loan Party or the Administrative Agent, to the extent required by such Lawsas applicable, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (iiiC) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient 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 Loan Party hereunder or under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good-good faith discretion of a Loan Party or the Administrative Agent) require 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. (ii) If any Loan Party or the Administrative AgentAgent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (iA) such Loan Party or the Administrative Agent, as required by such Laws, Agent shall withhold or make such deductions as are determined by it such Loan Party or the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) and (g) below, (iiB) such Loan Party or the Administrative Agent, to the extent required by such Laws, Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Lawsthe Code, and (iiiC) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable 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 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 reduction or withholding for any Taxes. If, except as required by applicable Laws. If any however, applicable Laws (as determined in the good-faith discretion of a require any Loan Party or the Administrative Agent) require the deduction Agent to withhold or withholding of deduct any Tax, such Tax from any shall be withheld or deducted in accordance with such payment Laws as determined by a Loan Party or the Administrative Agent, (i) such Loan Party or the Administrative Agent, as required by such Lawsthe case may be, shall withhold or make such deductions as are determined by it to be required based upon the basis of the information and documentation it has received to be delivered pursuant to subsection (e) and (g) below, . (ii) such If any Loan Party or the Administrative Agent, to the extent Agent shall be required by such Laws, shall timely pay applicable Law or the full amount withheld or deducted to interpretation thereof by the relevant Governmental Authority to deduct or withhold any Indemnified Taxes or Other Taxes from or in accordance with such Laws, and (iii) to the extent that the withholding or deduction is made on account respect of Indemnified Taxes, the any sum payable by hereunder or under any other Loan Document, (A) the applicable Loan Party amount payable shall be increased by such additional amount as may be necessary so that after any required withholding or the making of all required deductions or withholdings (including including, without limitations, deductions or withholdings applicable to additional sums payable amounts paid under this Section 3.01Section) in respect of such Indemnified Taxes or Other Taxes the applicable Recipient Administrative Agent, the relevant Revolving Credit Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it full amount they would have received had no such withholding or deduction in respect of such Indemnified Taxes or Other Taxes been made, (B) the relevant Loan Party or the Administrative Agent shall make such deductions or withholdings; and (C) the relevant Loan Party or the Administrative Agent shall promptly pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law.

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 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 reduction or withholding for any Taxes. If, except as required by however, applicable Laws. If laws require any applicable Laws (as determined in the good-faith discretion of a Loan Party or any other applicable withholding agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such laws as determined by the Administrative Agentapplicable withholding agent. (ii) require the deduction or withholding of If any Tax from any such payment by a Loan Party or any other applicable withholding agent shall be required by any applicable laws to withhold or deduct any Taxes from or in respect of any payment made by any Loan Party under any Loan Document, then (A) the Administrative Agent, (i) such applicable Loan Party or the Administrative Agent, as required by such Laws, other applicable withholding agent shall withhold or make such deductions as are determined by it such withholding agent to be required based upon the information and documentation it has received pursuant to subsection (e) and (g) belowrequired, (iiB) such the applicable Loan Party or the Administrative Agent, to the extent required by such Laws, other applicable withholding agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Lawsapplicable law, and (iiiC) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient Lender (or, in the case of any amount received by the Administrative Agent for its own account, the Administrative Agent), receives an amount equal to the sum it would have received had no such withholding or deduction on account of 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 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 reduction or withholding for any Taxes. If, except as required by however, applicable Laws. If any applicable Laws Law (as determined in the good-good faith discretion of a Loan Party or the Administrative an applicable Withholding Agent) require requires the deduction or withholding of any Tax from any such payment by a Loan Party or the Administrative Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding. (iii) such Loan Party or the Administrative Agent, as If any applicable Withholding Agent shall be required by such Lawsapplicable law to withhold or deduct any Taxes, including both U.S. Federal backup withholding and withholding taxes, from any payment, then (A) the applicable Withholding Agent shall withhold or make such deductions as are determined by it the Withholding Agent to be required based upon the information and documentation it has received pursuant to subsection (e) and (g) belowrequired, (iiB) such Loan Party or the Administrative Agent, to the extent required by such Laws, applicable Withholding Agent shall timely pay the full amount withheld or deducted to the relevant ​ ​ Governmental Authority in accordance with such Lawsapplicable law, and (iiiC) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions of Indemnified Taxes applicable to additional sums payable under this Section 3.01Section) the applicable Recipient Administrative Agent or 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 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 for any Taxes. If, except as required by applicable Laws. If any however, applicable Laws (as determined in require the good-faith discretion of a Loan Party or the Administrative Agent) require Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by the deduction or withholding of any Tax from any such payment by a Loan Party or the Administrative Agent, (i) such Loan Party or the Administrative Agent, as the case may be (including upon the basis of the information and documentation to be delivered pursuant to subsection (e) below). (ii) If any Loan Party or the Administrative Agent shall be required by applicable Laws (as determined in good faith) to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any such Lawspayment, then (A) such Loan Party or the Administrative Agent shall be entitled to withhold or make such deductions as are determined by it such Loan Party or the Administrative Agent to be required (including based upon the information and documentation it has received pursuant to subsection (e) and (g) below), (iiB) such Loan Party or the Administrative Agent, to the extent required by such Laws, Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, the applicable Laws and (iiiC) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions and withholdings applicable to additional sums payable under this Section 3.01Section) the applicable Recipient Administrative Agent or 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 Loan Party Borrower Parties hereunder or under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good-good faith discretion of Administrative Agent or a Loan Party or the Administrative AgentBorrower Party) require the deduction or withholding of any Tax from any such payment by Administrative Agent or a Loan Borrower Party, then Administrative Agent or such Borrower Party shall be entitled to make such deduction or withholding. (ii) If any Borrower Party or Administrative Agent shall be required by the Administrative AgentCode or applicable U.S. Treasury regulations to withhold or deduct any Taxes from any payment by or on account of any obligation of any Borrower Parties hereunder or under any other Loan Document, then: (iA) such Loan Borrower Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) and (g) below, (ii) such Loan Party or the Administrative Agent, to the extent required by such Lawsapplicable, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, the Code; and (iiiB) to the extent that the withholding or deduction is made on account of an Indemnified TaxesTax, the sum payable by the applicable Loan such Borrower Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.014.01) the applicable 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 Loan Party hereunder or under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good-good faith discretion of a Loan Party or the Administrative Agent) require 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. (ii) If any Loan Party or the Administrative AgentAgent shall be required by applicable Laws to withhold or deduct any Taxes from any payment, then (iA) such Loan Party or the Administrative Agent, as required by such Laws, Agent shall withhold or make such deductions as are determined by it such Loan Party or the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) and (g) below, (iiB) such Loan Party or the Administrative Agent, to the extent required by such Laws, Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such the applicable Laws, and (iiiC) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable 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 the respective Loan Party Parties 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 for any Taxes. If, except as required by applicable Laws. If any however, applicable Laws (as determined in the good-faith discretion of a require any Loan Party or the Administrative Agent) require the deduction Agent to withhold or withholding of deduct any Tax, such Tax from any shall be withheld or deducted in accordance with such payment Laws as determined by a Loan Party or the Administrative Agent, (i) such Loan Party 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. (ii) If any Loan Party or the Administrative Agent shall be required by such Lawsapplicable Law to withhold or deduct any Taxes, including both United States federal backup withholding taxes and withholding taxes imposed by any jurisdiction, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by it the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) and (g) below, (iiB) such Loan Party or the Administrative Agent, to the extent required by such Laws, Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Lawsapplicable Law, and (iiiC) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable such Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01Section) the Administrative Agent, the applicable Recipient Lender or the 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. Any and all payments by or on account of any obligation of any a 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 reduction or withholding for any Taxes, except as required by applicable Laws. If ; provided that if any applicable Laws (as determined in the good-faith discretion of a Loan Party or the Administrative Agent) require Law requires the deduction or withholding of any Tax from any such payment by a hereunder or under any Loan Document, then (A) the Loan Party or the Administrative Agent, (i) such Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it the Loan Party to be required based upon the information and documentation it has received pursuant to subsection (e) and (g) below, (iiB) such the 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 Authority in accordance with such LawsAuthority, and (iiiC) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable such Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including withholding and deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient 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 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 reduction or withholding for any Taxes. If, except as required by applicable Laws. If any however, applicable Laws (as determined in the good-faith discretion of a require any Loan Party or the Administrative Agent) require Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by the deduction or withholding of any Tax from any such payment by a Loan Party or the Administrative Agent, (i) such Loan Party 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. For purposes of this Section 3.01, the term “Laws” includes FATCA. (ii) If any Loan Party or the Administrative Agent shall be required by such Lawsthe Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by it the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) and (g) below, (iiB) such Loan Party or the Administrative Agent, to the extent required by such Laws, Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such applicable Laws, and (iiiC) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Borrower or any other Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01Section) the applicable Recipient 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 Loan Party hereunder or under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If the Code or any other applicable Laws (as determined in the good-good faith discretion of a Loan Party or the Administrative Agent) or a Loan Party, as applicable require the deduction or withholding of any Tax from any such payment by the Administrative Agent or a Loan Party or Party, including both United States Federal backup withholding and withholding taxes, then the Administrative Agent, (i) Agent or such Loan Party or the Administrative Agent, as required by such Laws, shall withhold or be entitled to make such deductions as are determined by it to be required based deduction or withholding upon the basis of the information and documentation it has received pursuant to subsection (e) and (ge) below, . (ii) such The applicable Loan Party or the Administrative Agent, to the extent required by such Laws, Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (iii) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required requiredsuch withholding or the making of all required requiredsuch deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable 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 Loan Party hereunder or under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good-good faith discretion of a Loan Party or the Administrative Agent) require 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. (ii) If any Loan Party or the Administrative AgentAgent shall be required by any applicable Laws to withhold or deduct any Taxes from any payment, then (iA) such Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) and (g) below, (iiB) such 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 Authority in accordance with such Laws, and (iiiC) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable 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 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 reduction or withholding for any Taxes. If, except as required by applicable Laws. If however, any applicable Laws (as determined in the good-good faith discretion of a Loan Party or the Administrative Agent) require 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, as the case may be, shall be entitled to make such withholding or deduction, upon the basis of information and documentation to be delivered pursuant to subsection (e) below. (ii) If any Loan Party or the Administrative AgentAgent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (iA) such Loan Party or the Administrative Agent, as required by such Laws, Agent shall withhold or make such deductions as are determined by it the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) and (g) below, (iiB) such Loan Party or the Administrative Agent, to the extent required by such Laws, Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Lawsthe Code, and (iiiC) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient Administrative Agent or 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.. 7360130v5