Common use of Payments Free of Taxes Clause in Contracts

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable 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 shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Credit Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable 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 (i) the applicable Withholding Agent shall be entitled to make such deduction or withholding and withholding, (ii) the applicable Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law andLaw, and (iii) if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Credit Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party Qualified Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party such Qualified Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 13.1) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the any Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable 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 shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the such Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable 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 shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings for Indemnified Taxes applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable a Requirement of Law. If any Applicable Requirement of Law (as determined in the good faith discretion of an applicable the Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a the Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Requirement of Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 2.16) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower any Credit Party hereunder or under any other Loan Party under any Loan Document shall be made free and clear of and without deduction reduction or withholding for any Taxes, except as required by Applicable applicable Law. If any Applicable applicable 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 (i) the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Law and, (ii) if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable Legal Requirements. If any Applicable Law applicable Legal Requirements (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentsuch withholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable Legal Requirements and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 2.11) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments to a Recipient by or on account of any obligation of the Borrower or any other Loan Credit Party under any Loan Credit Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable Legal Requirement. If any Applicable Law applicable Legal Requirement (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 shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable Legal Requirement and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Credit Party shall be increased as necessary so that after such deduction or withholding for Indemnified Taxes has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding for Indemnified Taxes been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable applicable Requirements of Law. If any Applicable applicable Requirements of Law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Requirements of Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 2.15) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Requirements of Law. If any Applicable Requirement of 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 shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Requirements of Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable 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 shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 3.12.) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Transaction Document shall be made without deduction or withholding for any Indemnified Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an the applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law Law, and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) ), the applicable Recipient Credit Party receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party Guarantor under any Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable 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 shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party a Guarantor, as applicable, shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all All payments made by or on account of any obligation behalf of the Borrower under this Agreement or any other Loan Party under any Loan Document shall be made free and clear of, and without deduction or withholding for or on account of, any Taxes; provided, except as that if any Taxes are required by Applicable Law. If to be deducted or withheld from any Applicable Law (amounts payable to the Administrative Agent or any Lender, as determined in the good faith discretion of an by the applicable Withholding Agent, (x) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, applicable law and (y) if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party to a Recipient shall be increased as to the extent necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) ), the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Credit Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable 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 shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Credit Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings of Indemnified Taxes applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by Applicable LawTaxes (other than income taxes in the jurisdiction of Lxxxxx's Lending Office). If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been madewithholding.

Payments Free of Taxes. Any and all payments by or on account of any obligation Obligation of the Borrower or any other Loan Credit Party under any Loan Credit Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable Governmental Rules. If any Applicable Law applicable Governmental Rules (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 shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable Governmental Rules and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Credit Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 2.18(b)) the applicable Recipient Beneficiary receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable 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 shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party Guarantor under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable applicable 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 to a Recipient by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other the applicable Loan Party Guarantor shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Credit Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable Legal Requirements. If any Applicable Law applicable Legal Requirements (as determined in the good faith discretion of an applicable Withholding Agent) requires require the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable Legal Requirements and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Credit Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) Administrative Agent or the applicable Recipient Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document this Agreement shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an the Borrower or any other applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentthe Borrower or such other withholding agent, then the Borrower or such other applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party Sellers under any Loan Transaction Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable 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 AgentAgent to an Affected Person, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law Law, and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party Sellers shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) ), the applicable Recipient Affected Person receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments to a Recipient by or on account of any obligation of the Borrower or any other a Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable 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 shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings for Indemnified Taxes applicable to additional sums payable under this SectionSection 2.17(a)) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding for Indemnified Taxes been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable Legal Requirement. If any Applicable Law applicable Legal Requirement (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable Legal Requirement and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 2.13) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the any Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Requirements of Law. If any Applicable Requirements of Law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by Administrative Agent or a Withholding AgentBorrower Party, then the applicable Withholding Administrative Agent or such Borrower Party shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Requirements of Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower Borrowers hereunder or under any other Loan Party under any Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable 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 shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient Agent, any Lender or the L/C Issuer receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation Obligation of the Borrower any Loan Party hereunder or under any other Loan Party under any Loan Document shall be made free and clear of and without deduction reduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax Taxes from any such payment by a any Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Taxes deducted or withheld are Indemnified TaxTaxes, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 3.04) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or Holdings hereunder or under any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable Law (including FATCA). If any Applicable applicable 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 shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party and Holdings shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) ), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the either Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agentthe Administrative Agent or the Borrowers) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentthe Administrative Agent or the Borrowers, then the applicable Withholding Administrative Agent or the Borrowers, shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party Borrowers shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 7.8) the applicable Recipient recipient of such payment receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable applicable Requirements of Law. If any Applicable applicable Requirements of 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 shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Requirements of Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 2.15) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party of its Affiliates under any Loan Transaction Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an the applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentto an Affected Person, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law Law, and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party and such Affiliate shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) ), the applicable Recipient Affected Person receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower Borrowers or any other Loan Party either of them under any Margin Loan Document Documentation shall be made without deduction or withholding for any Taxes, except as required by Applicable applicable Law. If any Applicable applicable Law (as determined in the good faith discretion of an applicable Withholding Agentthe Lender or a Borrower) requires the deduction or withholding of any Tax from any such payment by the Lender or a Withholding AgentBorrower, then the applicable Withholding Agent Lender or such Borrower shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 2.14) the applicable Recipient Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Party under any Loan Document shall be made free and clear of and without deduction reduction or withholding for any Taxes, except as required by Applicable applicable Law. If any Applicable applicable 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 (i) the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Law and, (ii) if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower Borrowers or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable 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 shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower Borrowers or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the any Borrower or any other Loan Party Guarantor under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable 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 shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Borrower or other applicable Loan Party Guarantor shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Credit Party under any Loan Credit Document shall be made without deduction reduction or withholding for any Taxes, except as required by Applicable Lawapplicable Legal Requirement. If any Applicable Law applicable Legal Requirement (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 shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable Legal Requirement and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Credit Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings of Indemnified Taxes applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable applicable Requirements of Law. If any Applicable applicable Requirement of 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 shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Taxing Authority in accordance with Applicable such applicable Requirement of Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 2.20) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments to a Recipient by or on account of any obligation of the Borrower or any other Loan Credit Party under any Loan Credit Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable Legal Requirement. If any Applicable Law applicable Legal Requirement (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 shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable Legal Requirement and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Credit Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings for Indemnified Tax applicable to additional sums payable under this Sectionclause (b)) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding for Indemnified Tax been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable Legal Requirements. If any Applicable Law applicable Legal Requirements (as determined in the good faith discretion of an applicable Withholding Agent) requires require the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable Legal Requirements and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) Administrative Agent or the applicable Recipient Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party Guarantor under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable applicable Law. If any Applicable applicable 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 to a Recipient by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other the applicable Loan Party Guarantor shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower any Loan Party hereunder or under any other Loan Party under any Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by Applicable applicable Law. If any Applicable applicable 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 shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Law and, if and to the extent such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 3.2) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party Seller under any Loan Transaction Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable 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 AgentAgent to an Affected Person, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law Law, and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party Seller shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) ), the applicable Recipient Affected Person receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party Guarantor under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable 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 shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party Guarantor shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower any Loan Party hereunder or under any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as provided that if any applicable withholding agent shall be required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an the applicable Withholding Agentwithholding agent) requires the deduction by applicable law to deduct or withholding of withhold any Tax Taxes from any such payment by a Withholding Agentpayments, then (i) the applicable Withholding Agent withholding agent shall be entitled to make such deduction deductions or withholdings (ii) the applicable withholding and agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law andapplicable law, and (iii) if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction deductions or withholding has withholdings have been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 3.10(a)) the applicable Recipient Recipient, receives an amount equal to the sum it would have received had no such deduction deductions or withholding withholdings been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Party under any Loan Document shall be made free and clear of and without deduction reduction or withholding for any Taxes, except as required by Applicable applicable Law. If any Applicable applicable 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 (i) the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Law and, (ii) if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings of Indemnified Taxes applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the any Borrower hereunder or any other Loan Party under any Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the any Borrower hereunder or any other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 2.16) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party Guarantor Subsidiary under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable Laws. If any Applicable Law applicable Laws (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 shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable Laws and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party any Guarantor Subsidiary shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party Company under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an the Company or the Administrative Agent, as applicable (the “Withholding Agent”)) requires the deduction or withholding of any Tax from any such payment by a the applicable Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party Company shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document to a Recipient shall be made without deduction or withholding for any Taxes, except as required by Applicable any Requirement of Law. If any Applicable Requirement of 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 shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable any Requirement of Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made. The applicable Recipient and each relevant Loan Party shall cooperate in completing any procedural formalities necessary for the relevant Loan Party to obtain authorization to make payments without any deduction or withholding on account of tax.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Party under any Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by Applicable applicable Law. If any Applicable applicable 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 (i) the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law andapplicable Law, and (ii) if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Sectionsection) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower Loan Parties hereunder or under any other Loan Party under any Loan Document shall be made free and clear of and without deduction reduction or withholding for any Taxes, except as required by Applicable applicable Requirements of Law. If any Applicable the applicable Withholding Agent shall be required by applicable Requirements of Law (as determined in the good faith discretion of an the applicable Withholding Agent) requires the deduction to deduct or withholding of withhold any Tax Taxes from any such payment by a Withholding Agentpayments, then the applicable Withholding Agent shall be entitled to make such deduction deductions or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Requirements of Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction all required deductions or withholding has withholdings have been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction deductions or withholding been made.

Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under this Agreement or any other Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) Section 2.16), the applicable Recipient receives an amount amounts received with respect to this Agreement equal to the sum it which would have been received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party Operating Lessee under any Loan Document or any Other Related Document shall be made without deduction or withholding for any Taxes, except as required by an Applicable Law. If any Applicable 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 shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with such Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party Operating Lessee shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable 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 shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Party under any Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by Applicable applicable Law. If any Applicable applicable 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 (i) the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Law and, (ii) if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable applicable Requirements of Law. If any Applicable applicable Requirements of Law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Requirements of Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 2.17) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable 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 shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other the applicable Loan Party shall be increased as necessary so that that, after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) ), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made free and clear and without NAI-1534445371v61539529111v7 deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable 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 shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 2.17) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law (as determined in the good faith discretion of the applicable withholding agent) and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 2.16) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments of Obligations by or on account of any obligation of the Borrower hereunder or under any other Loan Party under any Loan Credit Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 2.16) the applicable Recipient Affected Party receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable 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 CHAR1\1985879v4 applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Credit Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable 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 shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if to the extent such Tax withholding or deduction is made on account of an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Credit Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings for Indemnified Taxes applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party or Non-Loan Party Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable 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 shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable such Loan Party or Non-Loan Party Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by the Borrowers hereunder or on account of any obligation of under the Borrower or any other Loan Party under any Loan Document Notes (if any) shall be made free and clear of and without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction Borrower or an applicable withholding agent shall be required by law to deduct any Taxes from or in respect of any Tax from sum payable hereunder or under any such payment by a Withholding AgentNote (if any) to any Recipient, then such Borrower or the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the such Borrower or other applicable Loan Party shall be increased as may be necessary so that after such deduction or withholding has been made making all required deductions (including such deductions and withholdings of Indemnified Taxes applicable to additional sums payable under this SectionSection 3.5) the applicable such Recipient receives an amount equal to the sum it would have received had no such deduction or withholding deductions been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Credit Party under any Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by Applicable Law. If applicable law; provided that if any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction Agent shall be required to deduct or withholding of withhold any Tax Taxes from any such payment by a Withholding Agentpayments, then (i) the applicable Withholding Agent shall be entitled to make such deduction deductions or withholding and withholdings, (ii) the applicable Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law andapplicable law, and (iii) if such Tax is an Indemnified Tax or Other Tax, then the sum payable by to the Borrower or other applicable Loan Party Recipient shall be increased as necessary by the applicable Credit Party so that after such deduction or withholding has been made (including such making all required deductions and withholdings (including deductions and withholdings of Taxes applicable to additional sums payable under this Section) Section 5.03(a)), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction deductions or withholding withholdings been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or hereunder and under any other Loan Party under any Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable 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 shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Credit Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law (which, for purposes of this Section 5.04, shall include FATCA). If any Applicable Law applicable 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 shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority Body in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 5.04) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under this Agreement or any other Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or the applicable other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) Section 2.16), the applicable Recipient receives an amount amounts received with respect to this Agreement equal to the sum it which would have been received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document hereunder shall be made free and clear of and without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable Legal Requirement. If any Applicable Law applicable Legal Requirement (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax Taxes from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law the applicable Legal Requirement and, if such Tax is an Taxes are Indemnified TaxTaxes, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 2.17(a)) the applicable Recipient of such payment receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable applicable Requirements of Law. If any Applicable applicable Requirements of 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 shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Requirements of Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 2.15) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable 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 shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and NAI-1523373604v1 -36- withholdings applicable to additional sums payable under this SectionSection 2.17) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law, and Borrower shall comply with the requirements set forth in this Section 2.8. If any Applicable Law applicable 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 shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the any Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable 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 shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding AgentLoan Party or withholding agent, then the applicable Withholding Agent Loan Party or withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified TaxTax (but subject to subsection (b) below), then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 2.18) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party Seller under any Loan Transaction Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding the Seller or the Administrative Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentto an Affected Person, then the applicable Withholding Agent Seller or the Administrative Agent, as the case may be, shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law Law, and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party Seller shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) ), the applicable Recipient Affected Person receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an 43 the Borrowers or another applicable withholding agent (each, a “Withholding Agent”)) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable 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 shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 13.15) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. For purposes of this Section 2.15, the term “applicable law” includes FATCA. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Financing Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an the applicable Withholding Agent and the Administrative Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent or the Administrative Agent, then the applicable Withholding Agent or Administrative Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Requirements of Law. If any Applicable Requirements of 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 shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Requirements of Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable any Requirement of Law. If any Applicable Requirement of 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 shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable any Requirement of Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that that, after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) ), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower any Obligor or any other Loan Party Guarantor under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable any Requirement of Law. If any Applicable Requirement of 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 shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Requirements of Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower applicable Obligor or other applicable Loan Party Guarantor shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party Obligor under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable 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 shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party Obligor shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable applicable Requirement of Law. If any Applicable applicable Requirement of 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 shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Requirement of Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party the Guarantor under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable 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 shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party the Guarantor, as applicable, shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable 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 shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.. ​ ​

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Credit Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law (which term shall include FATCA for purposes of this Section 2.12). If any Applicable Law applicable 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 shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings of Indemnified Taxes applicable to additional sums payable under this SectionSection 2.12) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other applicable Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable 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 shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party Guarantor under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable 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 shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other the applicable Loan Party Guarantor shall be increased as necessary so that that, after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) ), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or Holdings hereunder or under any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable Law (including FATCA). If any Applicable applicable 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 shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party and Holdings shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower Loan Party hereunder or under any other Loan Party under any Loan Document with respect to the Tranche A Term Loans shall be made without deduction or withholding for any Taxes, except as required by Applicable applicable Law. If any Applicable applicable Law (as determined in the good faith discretion of an the applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 3.01(a)) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding AgentBorrower) requires the deduction or withholding of any Tax from any such payment by a Withholding AgentBorrower, then the applicable Withholding Agent (i) Borrower shall be entitled to make such deduction or withholding and withholding, (ii) Borrower shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law andLaw, subject to the exception set forth in Section 1.8(b), and (iii) if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 1.8) the applicable Recipient Bank receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document to a Recipient shall be made without deduction or withholding for any Taxes, except as required by Applicable any Requirement of Law. If any Applicable Requirement of 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 shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable any Requirement of Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.. The applicable Recipient and each relevant Loan Party shall cooperate in completing any procedural formalities necessary for the relevant Loan Party to obtain authorization to make payments without any deduction or withholding on account of tax. ​

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower any Loan Party hereunder or under any other Loan Party under any Loan Document shall be made free and clear of and without deduction reduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax Taxes from any such payment by a any Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Taxes deducted or withheld are Indemnified TaxTaxes, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 3.04) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower any Loan Party hereunder or under any other Loan Party under any Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable 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 (i) the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, (ii) if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding for Indemnified Taxes been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party Borrowing Subsidiary hereunder or under any Loan Document Notes shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable 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 shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority governmental authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other the applicable Loan Party Borrowing Subsidiary shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or and any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or any other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 2.20) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments to a Recipient by or on account of any obligation of the Borrower or any other a Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings for Indemnified Taxes applicable to additional sums payable under this SectionSection 2.17(a)) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding for Indemnified Taxes been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawthe applicable Legal Requirement. If any Applicable Law Legal Requirement (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 shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law the applicable Legal Requirement and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.