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 hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Taxes, unless otherwise required by applicable law; provided that if any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Taxes from such payments, then (i) the Withholding Agent shall make such deductions or withholdings, (ii) the Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) if such Tax is a Covered Tax, the sum payable shall be increased as necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 2.15) the Administrative Agent, Lender or the Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions or withholdings of Covered Tax 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 Document Documents shall be made free and clear of and without deduction reduction or withholding for any Taxes, unless otherwise Taxes except as required by applicable law; provided that if Law. If any applicable law Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Taxes Tax from any such paymentspayment by a Withholding Agent, then (i) the applicable Withholding Agent shall be entitled to make such deductions deduction or withholdings, (ii) the Withholding Agent withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority Official Body in accordance with applicable law and (iii) Law and, if such Tax is a Covered an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after making all required deductions and withholdings such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.155.8 [Taxes]) the Administrative Agentapplicable Bank, Lender or the Issuing Bank (as or the case may be) Administrative Agent receives an amount equal to the sum it would have received had no such deductions deduction or withholdings of Covered Tax 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 Document shall be made free and clear of and without deduction or withholding for any Indemnified Taxes or Other Taxes, unless otherwise required by 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 Indemnified Taxes or Other Taxes from such payments, then (i) the Withholding Agent shall make such deductions or withholdings, (ii) the Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) if such Tax is a Covered Tax, the sum payable by the Borrower shall be increased as necessary so that after making all required deductions and or withholdings (including deductions and or withholdings applicable to additional sums payable under this Section 2.15Section) the Administrative Agent, Lender or the Issuing Bank Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions or withholdings of Covered Tax been made, (ii) such Withholding Agent shall make such deductions or withholdings and (iii) such Withholding Agent shall pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Taxes, unless otherwise required by applicable law; provided that if any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Taxes from such payments, then (i) the Withholding Agent shall make such deductions or withholdings, (ii) the Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) if such Tax is a Covered Tax, the sum payable shall be increased as necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 2.15) the Administrative Agent, Lender or the Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions or withholdings of Covered Tax 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 Document shall be made free and clear of and without deduction or withholding for any Taxes, unless otherwise except as required by applicable law; provided that if any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction Borrower shall be required to deduct or withholding of withhold any Taxes from such payments, then (i) the Withholding Agent shall make such deductions or withholdings, (ii) the Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) if such Tax is a Covered an Indemnified Tax or Other Tax, then the sum payable shall be increased as necessary so that after making all required deductions and or withholdings (including deductions and or withholdings applicable to additional sums payable under this Section 2.152.16) the Administrative Agent, Lender or the Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions or withholdings of Covered Tax been made, (ii) the Borrower shall make such deductions or withholdings and (iii) the Borrower shall pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the any Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, unless otherwise except as required by applicable law; provided that if Applicable 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 Taxes Tax from any such paymentspayment by a Withholding Agent, then (i) the applicable Withholding Agent shall be entitled to make such deductions deduction or withholdingswithholding, (ii) the applicable Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law Applicable Law, and (iii) if such Tax is a Covered an Indemnified Tax, then the sum payable by the applicable Borrower shall be increased as necessary so that after making all required deductions and withholdings such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.15Section) the Administrative Agent, Lender or the Issuing Bank (as the case may be) applicable Recipient receives an amount equal to the sum it would have received had no such deductions deduction or withholdings of Covered Tax 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 Document shall be made free and clear of and without deduction for any Taxes, unless otherwise required by applicable law; provided that if an applicable Withholding Agent shall be required to deduct or withhold any applicable law Taxes from such payments (as determined in the good faith discretion of an applicable such Withholding Agent) requires the deduction or withholding of any Taxes from such payments), then (i) the applicable Withholding Agent shall be entitled to make such deductions or 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 and (iii) if such Tax is a Covered Tax, the sum payable by the Borrower shall be increased as necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 2.152.14) the Administrative Agent, Agent or Lender or the Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions or withholdings of Covered Tax been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or Credit Parties under any other Loan Document shall be made free and clear of and without deduction for any Taxes, unless otherwise required by applicable law; provided that if any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Taxes from any such paymentspayments by a Withholding Agent, then (i) the applicable Withholding Agent shall be entitled to make such deductions deduction or withholdings, (ii) the Withholding Agent withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) and, if such Tax is a Covered an Indemnified Tax or Other Tax, the sum payable by the Credit Parties shall be increased as necessary so that after making all required deductions and withholdings (including deductions and withholdings of Indemnified Taxes applicable to additional sums payable under this Section 2.15) 5.03(a)), the Administrative Agent, Lender or the Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions or withholdings of Covered Tax 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 Document shall be made free and clear of and without deduction or withholding for any Taxes, unless otherwise except as required by applicable law; provided that if . If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Taxes from any such paymentspayment by a Withholding Agent, then (i) the applicable Withholding Agent shall be entitled to make such deductions deduction or withholdings, (ii) the Withholding Agent withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) and, if such Tax is a Covered TaxTaxes are Indemnified Taxes, the sum payable by the Borrower shall be increased as necessary so that after making all required deductions and withholdings such deduction or withholding has been made (including deductions such deduction and withholdings withholding applicable to additional sums payable under this Section 2.15Section) or withholding the Administrative Agent, applicable Lender or the Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions deduction or withholdings of Covered Tax 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 Transaction Document shall be made free and clear of and without deduction or withholding for any Taxes, unless otherwise except as required by applicable law; provided that if Applicable Law. If any applicable law Applicable Law (as determined in the good faith discretion of an applicable Withholding the Borrower, Servicer, Administrative Agent or Group Agent) requires the deduction or withholding of any Taxes Tax from any such paymentspayment to an Affected Person, then (i) the Withholding Borrower, Servicer, Administrative Agent or Group Agent shall be entitled to make such deductions deduction or withholdings, (ii) the Withholding Agent withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) Applicable Law, and, if such Tax is a Covered an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after making all required deductions and withholdings such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.15) Section), the Administrative Agent, Lender or the Issuing Bank (as the case may be) applicable Affected Person receives an amount equal to the sum it would have received had no such deductions deduction or withholdings of Covered Tax 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 Document shall be made free and clear of and without deduction reduction or withholding for any Taxes, unless otherwise except as required by applicable law; provided that if any applicable law 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 Taxes Tax from any such paymentspayment by a withholding agent, then (i) the Withholding Agent applicable withholding agent shall be entitled to make such deductions deduction or withholdings, (ii) the Withholding Agent withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) Applicable Law and, if such Tax is a Covered an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 2.152.12(e)(ii)) the Administrative AgentAgent or Lender, Lender or the Issuing Bank (as the case may be) , receives an amount equal to the sum it would have received had no such deductions or withholdings of Covered Tax 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 Document shall be made free and clear of and without deduction reduction or withholding for any Taxes, unless otherwise except as required by applicable law; provided that if any applicable law Law. If the Borrower shall be required (as determined in the good faith discretion of an the applicable Withholding Agentwithholding agent) requires the deduction or withholding of by applicable Law to deduct and withhold any Taxes Tax from any such paymentspayment, then then (i) the Withholding Agent shall make such deductions or withholdings, (ii) the Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) if such Tax is a Covered Tax, the sum payable shall be increased as necessary so that after making all required deductions and withholdings of Indemnified Taxes (including deductions and withholdings applicable to additional sums payable under this Section 2.15Section) the Administrative Agent, Lender or the Issuing Bank (as the case may be) Recipient receives an amount equal to the sum it would have received had no such deductions or withholdings of Covered Tax been made, (ii) the Borrower or Administrative Agent, as applicable, shall make such deductions, and (iii) the Borrower or Administrative Agent, as applicable, shall timely pay the full amount deducted to the relevant Governmental Agency in accordance with applicable Law.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, unless otherwise except as required by applicable law; provided that if . If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Taxes from any such paymentspayment by a Withholding Agent, then (i) the applicable Withholding Agent shall be entitled to make such deductions deduction or withholdings, (ii) the Withholding Agent withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) and, if such Tax is a Covered TaxTaxes are Indemnified Taxes, the sum payable by the Borrower shall be increased as necessary so that after making all required deductions and withholdings such deduction or withholding has been made (including deductions such deduction and withholdings withholding applicable to additional sums payable under this Section 2.15Section) the Administrative Agent, applicable Lender or the applicable Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions deduction or withholdings of Covered Tax withholding been made.

Payments Free of Taxes. Any and all All payments by or on account of any obligation of the Borrower hereunder or any Loan Party under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, unless otherwise except as required by applicable law; provided that if Requirements of Law. If any applicable law Requirements of Law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Taxes from Tax in respect of any such paymentspayment by a withholding agent, then (i) the Withholding Agent applicable withholding agent shall be entitled to make such deductions deduction or withholdings, (ii) the Withholding Agent withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) and, if such Tax is a Covered an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after making all required deductions and withholdings such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.152.14) the applicable Lender (or, in the case of payments made to the Administrative Agent for its own account, the Administrative Agent, Lender or the Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions deduction or withholdings of Covered Tax withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or any Loan Party under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, unless otherwise except as required by applicable law; provided that if Law. If any applicable law Law (as determined in the good faith discretion of an the applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Taxes Tax from any such paymentspayment, then (i) the Withholding Agent shall make such deductions or withholdings, (ii) the Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) if such Tax is a Covered an Indemnified Tax, the sum amount payable by the applicable Loan Party shall be increased as necessary so that after making all required deductions and withholdings such deduction or withholding has been made (including such deductions and or withholdings applicable to additional sums payable under this Section 2.152.17) each Lender (or, in the case of any payment made to the Administrative Agent for its own account, the Administrative Agent, Lender or the Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions or withholdings of Covered Tax been made, (ii) the applicable withholding agent shall be entitled to make such withholding or deductions and (iii) the applicable withholding agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable Requirements of Law.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or any Guarantor under any other Loan Document shall be made free and clear of and without deduction for any Taxes, unless otherwise Taxes except as required by applicable law; provided that if . If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Taxes Tax from any such paymentspayment by a Withholding Agent, then (i) the applicable Withholding Agent shall be entitled to make such deductions or 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 law, and (iii) if such Tax to the extent that the withholding or deduction is a Covered Taxmade on account of Indemnified Taxes or Other Taxes, then the sum payable shall be increased as necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 2.15) 5.03(a)), the Administrative Agent, Lender or the Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions deduction or withholdings of Covered Tax 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 Document shall be made free and clear of and without deduction for any Taxes, unless otherwise required by applicable law; provided that if any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Taxes from such payments, then (i) the Withholding Agent shall make such deductions or withholdings, (ii) the Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) if such Tax is a Covered Tax, the sum payable shall be increased as necessary so that after making all required deductions and or withholdings (including deductions and withholdings applicable to additional sums payable under this Section 2.15) the Administrative Agent, Lender or the Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions or withholdings in respect of Covered Tax Taxes 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 Document shall be made free and clear of and without deduction reduction or withholding for any Indemnified Taxes or Other Taxes, unless otherwise required by applicable law; provided that if the Borrower or the Administrative Agent shall be required by Applicable Law to deduct any applicable law Indemnified Taxes (as determined in the good faith discretion of an applicable Withholding Agentincluding any Other Taxes) requires the deduction or withholding of any Taxes from such payments, then (i) the Withholding Agent shall make such deductions or withholdings, (ii) the Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) if such Tax is a Covered Tax, the sum payable shall be increased as necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 2.15Section) the Administrative Agent, Lender or the Issuing Bank (L/C Issuer, as the case may be) , receives an amount equal to the sum it would have received had no such deductions or withholdings of Covered Tax been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with Applicable Law. Tax deductions and withholding shall be based on the information provided pursuant to clause (e) of this Section.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or any Guarantor under any other Loan Document shall be made free and clear of and without deduction or withholding for any Indemnified Taxes or Other Taxes, unless otherwise except as required by applicable law; provided that if any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Indemnified Taxes or Other Taxes from such payments, then (i) the Withholding Agent shall make such deductions or withholdings, (ii) the Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) if such Tax is a Covered Tax, the sum payable shall be increased as necessary so that after making all required deductions and withholdings such deduction or withholding (including deductions and or withholdings applicable to additional sums of Indemnified Taxes payable under this Section 2.15) 5.03(a)), the Administrative Agent, Lender or the Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions deduction or withholdings of Covered Tax withholding been made, (ii) the applicable Withholding Agent shall make such deduction or withholding and (iii) the applicable Withholding Agent shall pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of of, and without deduction for reduction or withholding for, any Indemnified Taxes or Other Taxes, unless otherwise required by applicable law; provided that if any the Borrower shall be required by applicable law to deduct any Indemnified Taxes (as determined in the good faith discretion of an applicable Withholding Agentincluding any Other Taxes) requires the deduction or withholding of any Taxes from such payments, then (i) the Withholding Agent shall make such deductions or withholdings, (ii) the Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) if such Tax is a Covered Tax, the sum payable shall be increased as necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 2.153.10) the Administrative Agent, the applicable Lender or the Issuing Bank (applicable Issuer, as the case may be) , receives an amount equal to the sum it would have received had no such deductions for Indemnified Taxes or withholdings of Covered Tax Other Taxes been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law. For purposes of this Section 3.10, the term “Lender” includes the Swing Line Lender and each Issuer and the term “applicable law” includes FATCA.

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 Document shall be made free and clear of and without deduction or withholding for any Taxes, unless otherwise except as required by applicable law; provided that if . If any applicable law (as determined in the good faith discretion of an by any Loan Party or the Administrative Agent, as applicable (the “Applicable Withholding Agent”) requires the deduction or withholding of any Taxes from such paymentsTax, then (i) the Applicable Withholding Agent shall be entitled to make such deductions deduction or withholdings, (ii) the Withholding Agent withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) and, if such Tax is a Covered an Indemnified Tax, then the sum payable by the applicable Loan Party to the Administrative Agent or Lender shall be increased as necessary so that after making all required deductions and withholdings such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.152.18) the Administrative Agent, Agent or Lender or the Issuing Bank (as the case may be) receives with respect to this Agreement an amount equal to the sum it would have received had no such deductions or withholdings of Covered Tax withholding been made.

Payments Free of Taxes. Any and all All payments by or on account of any obligation of the Borrower hereunder or any Loan Party under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, unless otherwise except as required by applicable law; provided that if Requirements of Law. If any applicable law Requirements of Law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Taxes from Tax in respect of any such paymentspayment by a withholding agent, then (i) the Withholding Agent applicable withholding agent shall be entitled to make such deductions deduction or withholdings, (ii) the Withholding Agent withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) Requirements of Law and, if such Tax is a Covered an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after making all required deductions and withholdings such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.152.14) the applicable Lender (or, in the case of payments made to the Administrative Agent for its own account, the Administrative Agent, Lender or the Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions deduction or withholdings of Covered Tax withholding been made.

Payments Free of Taxes. Any and all payments payment by or on account of any obligation of the Borrower hereunder or any Loan Party under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, unless otherwise except as required by applicable law; provided that if Law. If any applicable law Law (as determined in the good faith discretion of an the applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Taxes Tax from any such paymentspayment, then (i) the Withholding Agent shall make such deductions or withholdings, (ii) the Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) if such Tax is a Covered an Indemnified Tax and/or Other Tax, the sum amount payable by the applicable Loan Party shall be increased as necessary so that after making all required deductions and withholdings such deduction or withholding has been made (including such deductions and or withholdings applicable to additional sums payable under this Section 2.152.17) each Lender (or, in the case of any payment made to the Administrative Agent for its own account, the Administrative Agent, Lender or the Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions or withholdings of Covered Tax been made, (ii) the applicable withholding agent shall be entitled to make such withholding or deductions and (iii) the applicable withholding agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable Requirements of Law.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Taxes, unless otherwise except as required by applicable law; provided that if any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires withholding agent); provided that if the deduction or withholding of Borrower shall be required to deduct any Taxes from such payments, then (i) the Withholding Agent shall make such deductions or withholdings, (ii) the Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) if such Tax is a Covered TaxTaxes are Indemnified Taxes or Other Taxes, the sum payable shall be increased as necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 2.15Section) the Administrative Agent, applicable Lender or the applicable Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions or withholdings of Covered Tax been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall shall, to the extent permitted by Applicable Law, be made free and clear of and without deduction reduction or withholding for any Indemnified Taxes or Other Taxes, unless otherwise required by applicable law; provided that if the Borrower shall be required by Applicable Law to deduct any applicable law Indemnified Taxes (as determined in the good faith discretion of an applicable Withholding Agentincluding any Other Taxes) requires the deduction or withholding of any Taxes from such payments, then (i) the Withholding Agent shall make such deductions or withholdings, (ii) the Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) if such Tax is a Covered Tax, the sum payable shall be increased as necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 2.15Section) the Administrative Agent, the applicable Lender or the Issuing Bank (Lender, as the case may be) , receives an amount equal to the sum it would have received had no such deductions or withholdings of Covered Tax been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with Applicable Law.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder Obligor hereunder, or under any other Loan Document Credit Document, shall be made free and clear of and without deduction for or withholding of any amounts in respect of Taxes, unless otherwise such withholding is required by applicable lawlaw as determined in good faith by the applicable Withholding Agent; provided that if any applicable law (as determined in Indemnified Taxes are required to be withheld from any amounts payable to the good faith discretion of an applicable Withholding Administrative Agent) requires , the deduction Existing Agent or withholding of any Taxes from such paymentsLender, then (i) the Withholding Agent shall make such deductions or withholdings, (ii) the Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) if such Tax is a Covered Tax, the sum payable by the applicable Obligor shall be increased as necessary so that after making all required deductions and withholdings (including deductions and withholdings for Indemnified Taxes applicable to additional sums payable under this Section 2.15Section) the Administrative Agent, the Existing Agent or Lender or the Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions or withholdings of Covered Tax amounts been madewithheld and (ii) such amounts shall be withheld and paid to the relevant Governmental Authority in accordance with applicable law.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or any Guarantor under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, unless otherwise except as required by 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 Taxes from such payments, then (i) in the Withholding Agent shall make such deductions case of Indemnified Taxes or withholdings, (ii) the Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) if such Tax is a Covered TaxOther Taxes, the sum payable shall be increased as necessary so that after making all required deductions and or withholdings (including deductions and or withholdings of Indemnified Taxes or Other Taxes applicable to additional sums payable under this Section 2.15) 5.03(a)), the Administrative Agent, Lender or the applicable Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions or withholdings of Covered Tax been made, (ii) the Withholding Agent shall make such deductions or withholdings and (iii) the Withholding Agent shall pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the any Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Taxes, unless otherwise except as required by applicable law; provided that if any Borrower or applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction withholding agent shall be required to deduct any Indemnified Taxes or withholding of any Other Taxes from such payments, then (i) the Withholding Agent shall make such deductions or withholdings, (ii) the Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) if such Tax is a Covered an Indemnified Tax, the sum payable shall be increased as necessary so that after making all such required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 2.15Section) the Administrative Agent, each Lender or the Issuing Bank Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions or withholdings of Covered Tax been made, (ii) such Borrower or applicable withholding agent shall make such deductions and (iii) such Borrower or applicable withholding agent shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Payments Free of Taxes. Any Unless required by applicable Law (as determined in good faith by the applicable withholding agent), any and all payments by or on account of any obligation of the Borrower any Loan Party hereunder or under any other Loan Document shall be made free and clear of and without deduction reduction or withholding for any Indemnified Taxes or Other Taxes, unless otherwise required by applicable law; provided that if the applicable withholding agent shall be required by Law to deduct any applicable law Indemnified Taxes (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of including any Taxes from such paymentsOther Taxes), then (i) the Withholding Agent shall make such deductions or withholdings, (ii) the Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) if such Tax is a Covered Tax, the sum payable by the applicable Loan Party shall be increased as necessary so that after making all required deductions and or withholdings (including deductions and or withholdings applicable to additional sums payable under this Section 2.15Section) the Administrative Agenthave been made, Lender each Agent or the Issuing Bank (Lender, as the case may be) , receives an amount equal to the sum it would have received had no such deductions or withholdings of Covered Tax been made, (ii) the applicable withholding agent shall make such deductions or withholdings and (iii) the applicable withholding agent shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable Law.

Payments Free of Taxes. Any and all All payments by or on account of any obligation of the Borrower hereunder or Obligor under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, unless otherwise except as required by applicable law; provided that if any applicable law Applicable Law. If Applicable Law (as determined by the applicable withholding agent in the its good faith discretion of an applicable Withholding Agentdiscretion) requires the deduction or withholding of any Taxes Tax from any such paymentspayment, then (i) the Withholding Agent applicable withholding agent shall be entitled to make such deductions deduction or withholdingswithholding, (ii) the Withholding Agent applicable withholding agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law pursuant to Applicable Law, and (iii) if to the extent such Tax deduction or withholding is a Covered Taxmade on account of Indemnified Taxes, the sum payable by the applicable Obligor (including amounts payable under this Section 5.9) shall be increased as necessary so that after making all required deductions and withholdings the Lender (including deductions and withholdings applicable to additional sums payable under this Section 2.15) or the Administrative Agent, Lender or the Issuing Bank (as Agent in the case may bewhere the Administrative Agent receives the payment for its own account) receives an amount equal to the sum it would have received had no such deductions withholding or withholdings of Covered Tax deduction been made.

Payments Free of Taxes. Any and all payments made by or on account of any obligation of the Borrower Loan Parties hereunder or under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, unless otherwise except as required by applicable law; Law, provided that if any applicable law withholding agent shall be required by applicable Law (as determined in the good faith discretion of an by the applicable Withholding Agentwithholding agent) requires the deduction to deduct or withholding of withhold any Taxes from such payments, then (i) the Withholding Agent applicable withholding agent shall make such deductions or withholdings, (ii) the Withholding Agent applicable withholding agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law Law, and (iii) if such Tax is a Covered Taxan Indemnified Tax (including any Other Taxes), the sum payable by the applicable Loan Party shall be increased as necessary so that after making all required deductions and or withholdings have been made (including deductions and withholdings applicable to additional sums payable under this Section 2.153.01) the Administrative Agentapplicable Agent or Lender, Lender or the Issuing Bank (as the case may be) , receives an amount equal to the sum it would have received had no such deductions or withholdings of Covered Tax been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or any Loan Party under any other Loan Document shall be made free and clear of and without deduction for any Taxes, unless otherwise except as required by applicable law; provided that if Law. If any applicable law Law (as determined in the good faith discretion of an the applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Taxes Tax from any such paymentspayment, then (i) the Withholding Agent shall make such deductions or withholdings, (ii) the Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) if such Tax is a Covered an Indemnified Tax and/or Other Tax, the sum amount payable by the applicable Loan Party shall be increased as necessary so that after making all required deductions and or withholdings have been made (including deductions and or withholdings applicable to additional sums payable under this Section 2.152.17) each Lender (or, in the case of any payment made to the Administrative Agent for its own account, the Administrative Agent, Lender or the Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions or withholdings of Covered Tax been made, (ii) the applicable withholding agent shall make such deductions and (iii) the applicable withholding agent shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable Requirements of Law.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction or withholding for any Indemnified Taxes or Other Taxes, unless otherwise required by applicable law; provided that if any an applicable Withholding Agent shall be required by applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of to deduct any Taxes from such payments, then (i) if such Taxes are Indemnified Taxes, the sum payable shall be increased as necessary so that after making all required deductions or withholdings (including deductions 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 deductions been made, (ii) the Withholding Agent shall make such deductions or withholdings, and (iiiii) the Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) if such Tax is a Covered Tax, the sum payable shall be increased as necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 2.15) the Administrative Agent, Lender or the Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions or withholdings of Covered Tax been madelaw.

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 Document shall be made free and clear of and without deduction reduction or withholding for any Taxes, unless otherwise except as required by applicable law; provided that if any Requirements of Law. If the applicable law 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 Taxes from such payments, then (i) the applicable Withholding Agent shall be entitled to make such deductions or withholdings, (ii) the Withholding Agent withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) Requirements of Law and, if such Tax is a Covered an Indemnified Tax, then the sum payable by the applicable Party shall be increased as necessary so that after making all required deductions and or withholdings have been made (including deductions and withholdings applicable to additional sums payable under this Section 2.15Section) the Administrative Agent, Lender or the Issuing Bank (as the case may be) applicable Recipient receives an amount equal to the sum it would have received had no such deductions or withholdings of Covered Tax 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 Document shall be made free and clear of and without deduction or withholding for any Indemnified Taxes or Other Taxes, unless otherwise required by applicable law; provided that if any an applicable Withholding Agent shall be required by applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of to deduct any Taxes from such payments, then (i) if such Taxes are Indemnified Taxes, the sum payable shall be increased as necessary so that after making all required deductions or withholdings (including deductions 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 deductions been made, (ii) the Withholding Agent shall make such deductions or withholdings, withholdings and (iiiii) the Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) if such Tax is a Covered Tax, the sum payable shall be increased as necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 2.15) the Administrative Agent, Lender or the Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions or withholdings of Covered Tax been madelaw.

Payments Free of Taxes. Any and (a) Subject to Section 2.17(e), below, all payments by or on account of any obligation of the Borrower hereunder or any Loan Party under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, unless otherwise except as required by applicable law; provided that if . If any applicable law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Taxes Tax from any such paymentspayment by a withholding agent, then (i) the Withholding Agent applicable withholding agent shall be entitled to make such deductions deduction or withholdings, (ii) the Withholding Agent withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) and, if such Tax is a Covered an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after making all required deductions and withholdings such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.152.17) the applicable Lender (or, in the case of any amount received by the Administrative Agent for its own account, the Administrative Agent, Lender or the Issuing Bank (as the case may be,) receives an amount equal to the sum it would have received had no such deductions deduction or withholdings of Covered Tax withholding been made.

Payments Free of Taxes. Any and all All payments by or on account of any obligation of the Borrower hereunder or any Loan Party under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, unless otherwise except as required by applicable law; provided that if Requirements of Law. If any applicable law Requirements of Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Taxes from Tax in respect of any such paymentspayment by a Withholding Agent, then (i) the applicable Withholding Agent shall be entitled to make such deductions deduction or withholdings, (ii) the Withholding Agent withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) Requirements of Law and, if such Tax is a Covered an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after making all required deductions and withholdings such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.15) the applicable Lender (or, in the case of payments made to the Administrative Agent for its own account, the Administrative Agent, Lender or the Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions deduction or withholdings of Covered Tax 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 Document shall be made free and clear of and without deduction or withholding for any Taxes, unless otherwise except as required by applicable law; provided that if . If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Taxes from any such paymentspayment by a Withholding Agent, then (i) the applicable Withholding Agent shall be entitled to make such deductions deduction or withholdings, (ii) the Withholding Agent withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) and, if such Tax is a Covered TaxTaxes are Indemnified Taxes, the sum payable shall be increased as necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 2.15Section) or withholding the Administrative Agent, applicable Lender or the applicable Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions or withholdings of Covered Tax withholding been made.

Payments Free of Taxes. Any and all payments by or on account behalf of any obligation of the Borrower Loan Party hereunder or under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, unless otherwise except as required by applicable law; provided that if Law. If any applicable law Law (as determined in the good faith discretion of an the applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Taxes Tax from any such paymentspayment by a withholding agent, then (i) the Withholding Agent applicable withholding agent shall be entitled to make such deductions deduction or withholdings, (ii) the Withholding Agent withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) Law and, if such Tax is a Covered an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after making all required deductions and withholdings such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.153.01(a)) the Administrative Agent, Lender or the Issuing Bank (L/C Issuer, as the case may be) , receives an amount equal to the sum it would have received had no such deductions or withholdings of Covered Tax been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or any Credit Party under any other Loan Credit Document shall be made free and clear of and without deduction reduction or withholding for any Taxes, unless otherwise except as required by applicable law; provided that if . If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Taxes Tax from any such paymentspayment (including, for the avoidance of doubt, in the case of any Lender that is treated as a partnership for U.S. federal income tax purposes, any such deduction or withholding required to be made by such Lender (or any direct or indirect beneficial owner of such Lender that is treated as a partnership for U.S. federal income tax purposes) for the account of any of its direct or indirect beneficial owners), then (i) the applicable Withholding Agent shall be entitled to make such deductions deduction or withholdings, (ii) the Withholding Agent withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) and, if such Tax is a Covered an Indemnified Tax, then the sum payable by the applicable Credit Party shall be increased as necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 2.15Section) the Administrative Agent, Lender (or the Issuing Bank (each of its beneficial owners) or other recipient, as the case may be) , receives an amount equal to the sum it would have received had no such deductions or withholdings of Covered Tax been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or any Guarantor under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, unless otherwise required by applicable law; provided that if the Borrower or any Guarantor shall be required by applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction to deduct or withholding of withhold any Taxes from such payments, then (i) to the Withholding Agent extent the Tax in question is an Indemnified Tax, the sum payable shall be increased as necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional sums payable under this Section 5.03(a)), the Administrative Agent, Lender, Issuing Bank or any recipient of a payment hereunder, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) the Borrower or such Guarantor shall make such deductions or withholdings, withholdings and (iiiii) the Withholding Agent Borrower or such Guarantor shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) if such Tax is a Covered Tax, the sum payable shall be increased as necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 2.15) the Administrative Agent, Lender or the Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions or withholdings of Covered Tax been madelaw.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or any Guarantor under any other Loan Document shall be made free and clear of and without deduction for any Taxes, unless otherwise ; except as required by applicable law; provided that if any . If Withholding Agent shall be required by applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of to deduct any Taxes from such payments, as determined in good faith by the applicable Withholding Agent, then (i) in the Withholding Agent shall make such deductions or withholdings, (ii) the Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) if such Tax is a Covered Taxcase of Indemnified Taxes, the sum payable shall be increased as necessary so that after making all required deductions and withholdings of Indemnified Taxes (including deductions and withholdings applicable to additional sums payable under this Section 2.15) 5.03(a)), the Administrative Agent, Lender or the Issuing Bank (as the case may be) applicable Recipient receives an amount equal to the sum it would have received had no such deductions or withholdings of Covered Tax for Indemnified Taxes been made, (ii) the applicable Withholding Agent shall make all deductions required by applicable law and (iii) the applicable Withholding Agent shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, unless otherwise except as required by applicable law; provided that if . If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Taxes from any such paymentspayment by a Withholding Agent, then (i) the applicable Withholding Agent shall be entitled to make such deductions deduction or withholdings, (ii) the Withholding Agent withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) and, if such Tax is a Covered TaxTaxes are Indemnified Taxes, the sum payable by the Borrower shall be increased as necessary so that after making all required deductions and withholdings such deduction or withholding has been made (including deductions such deduction and withholdings withholding applicable to additional sums payable under this Section 2.15Section) or withholding the Administrative Agent, applicable Lender or the applicable Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions deduction or withholdings of Covered Tax withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the each Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction reduction or withholding for any Taxes, unless otherwise required by applicable law; provided that if any an applicable withholding agent shall be required by applicable law (as determined in the good faith discretion of an applicable Withholding Agentthe withholding agent) requires the deduction to deduct or withholding of withhold any Taxes from such payments, then (i) the Withholding Agent shall make such deductions or withholdings, (ii) the Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) if such Tax is a Covered an Indemnified Tax, the sum payable by such Borrower shall be increased as necessary so that after making all required deductions and or withholdings (including deductions and withholdings applicable to additional sums payable under this Section 2.15Section) the Administrative Agent, Lender or the Issuing Bank (as the case may be) applicable Recipient receives an amount equal to the sum it would have received had no such deductions or withholdings of Covered Tax been made, (ii) the applicable withholding agent shall make such deductions and (iii) such withholding agent shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Payments Free of Taxes. Any and all payments by or on account behalf of any obligation of the Borrower Loan Party hereunder or under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, unless otherwise except as required by applicable law; provided that if . 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 Taxes Tax from any such paymentspayment by a withholding agent, then (i) the Withholding Agent applicable withholding agent shall be entitled to make such deductions deduction or withholdings, (ii) the Withholding Agent withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) and, if such Tax is a Covered an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after making all required deductions and withholdings such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.153.01(a)) the Administrative Agent, Lender or the Issuing Bank (L/C Issuer, as the case may be) , receives an amount equal to the sum it would have received had no such deductions or withholdings of Covered Tax 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 Document shall be made free and clear of and without deduction reduction or withholding for any Taxes, unless otherwise required by applicable law; provided that if any applicable law (as determined in the good faith discretion of an applicable Withholding AgentAgent (as defined below)) requires the deduction or withholding of any Taxes Tax from any such paymentspayment (including, then for the avoidance of doubt, any such deduction or withholding required to be made by the applicable Loan Party or the Administrative Agent, or, in the case of any Lender that is treated as a partnership for US federal income tax purposes, by such Lender for the account of any of its direct or indirect beneficial owners), the applicable Loan Party, the Administrative Agent or the applicable direct or indirect Lender (iany such person a “Withholding Agent”) the Withholding Agent shall make such deductions or withholdings, (ii) the Withholding Agent shall and timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) and, if such Tax is a Covered an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 2.15Section) the Administrative Agent, Lender or the Issuing Bank (or its beneficial owner, as the case may be) , receives an amount equal to the sum it would have received had no such deductions or withholdings of Covered Tax 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 Document shall be made free and clear of and without deduction reduction or withholding for any Taxes, unless otherwise except as required by applicable law; provided that if . If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Taxes Tax from any such paymentspayment by a Withholding Agent, then (i) the applicable Withholding Agent shall be entitled to make such deductions deduction or withholdings, (ii) the Withholding Agent withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) and, if such Tax is a Covered an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after making all required deductions and withholdings such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.15Section) the Administrative Agent, a Lender or the Issuing Bank (an L/C Issuer, as the case may be) , receives an amount equal to the sum it would have received had no such deductions deduction or withholdings of Covered Tax withholding been made.

Payments Free of Taxes. Any and all All payments by or on account of any obligation of the Borrower hereunder or Obligor under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, unless otherwise except as required by applicable law; provided that if any applicable law Applicable Law. If Applicable Law (as determined by the applicable withholding agent in the its good faith discretion of an applicable Withholding Agentdiscretion) requires the deduction or withholding of any Taxes Tax from any such paymentspayment, then (i) the Withholding Agent applicable withholding agent shall be entitled to make such deductions deduction or withholdingswithholding , (ii) the Withholding Agent applicable withholding agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law pursuant to Applicable Law, and (iii) if to the extent such Tax deduction or withholding is a Covered Taxmade on account of Indemnified Taxes, the sum payable by the applicable Obligor (including amounts payable under this Section 5.9) shall be increased as necessary so that after making all required deductions and withholdings the Lender (including deductions and withholdings applicable to additional sums payable under this Section 2.15) or the Administrative Agent, Lender or the Issuing Bank (as Agent in the case may bewhere the Administrative Agent receives the payment for its own account) receives an amount equal to the sum it would have received had no such deductions withholding or withholdings of Covered Tax deduction been made.

Payments Free of Taxes. Any and all All payments by or on account of any obligation of the Borrower hereunder or any Loan Party under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, unless otherwise except as required by applicable law; provided that if Requirements of Law. If any applicable law Requirements of Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Taxes from Tax in respect of any such paymentspayment by a Withholding Agent, then (i) the applicable Withholding Agent shall be entitled to make such deductions deduction or withholdings, (ii) the Withholding Agent withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) and, if such Tax is a Covered an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after making all required deductions and withholdings such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.152.14) the applicable Lender (or, in the case of payments made to the Administrative Agent for its own account, the Administrative Agent, Lender or the Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions deduction or withholdings of Covered Tax withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the each Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction reduction or withholding for any Taxes, unless otherwise required by applicable law; provided that if any an applicable withholding agent shall be required by applicable law (as determined in the good faith discretion of an applicable Withholding Agentthe withholding agent) requires the deduction to deduct or withholding of withhold any Taxes from such payments, then (i) the Withholding Agent shall make such deductions or withholdings, (ii) the Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) if such Tax is a Covered an Indemnified Tax, the sum payable by such Borrower shall be increased as necessary so that after making all required deductions and or withholdings (including deductions and withholdings applicable to additional sums payable under this Section 2.15Section) the Administrative Agent, Lender or the Issuing Bank (as the case may be) applicable Recipient receives an amount equal to the sum it would have received had no such deductions or withholdings of Covered Tax been made, (ii) the applicable withholding agent shall make such deductions or withholdings and (iii) such withholding agent shall pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law.

Payments Free of Taxes. Any and all payments by or on account behalf of any obligation of the Borrower Loan Party hereunder or under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, unless otherwise except as required by applicable law; provided that if . 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 Taxes Tax from any such paymentspayment by a withholding agent, then (i) the Withholding Agent applicable withholding agent shall be entitled to make such deductions deduction or withholdings, (ii) the Withholding Agent withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) and, if such Tax is a Covered an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after making all required deductions and withholdings such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.153.01(a)) the Administrative AgentAgent or, Lender or the Issuing Bank (L/C Issuer, as the case may be) , receives an amount equal to the sum it would have received had no such deductions or withholdings of Covered Tax been made.

Payments Free of Taxes. Any and all All payments by or on account of any obligation of the Borrower any Credit Party hereunder or under any other Loan Document shall be made free and clear of and without deduction reduction or withholding for any Taxes, unless otherwise except as required by applicable law; provided that if Laws. If any applicable law Laws (as determined in the good faith discretion of an the applicable Withholding Agentwithholding agent) requires require the deduction or withholding of any Taxes Tax from any such paymentspayment, then (iA) the Withholding Agent applicable withholding agent shall make such deductions deduction or withholdingswithholding, (iiB) the Withholding Agent applicable withholding agent shall timely pay the full amount withheld or deducted or withheld to the relevant Governmental Authority in accordance with applicable law Law and (iiiC) if such Tax to the extent that the withholding or deduction is a Covered Taxmade on account of Indemnified Taxes, the sum payable by the applicable Credit Party shall be increased as necessary so that after making all any required withholding and deductions and withholdings are made (including withholding and deductions and withholdings applicable to additional sums payable under this Section 2.15) 3.01), the applicable Lender (or, in the case of payments made to the Administrative Agent for its own account, the Administrative Agent, Lender or the Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions withholding or withholdings of Covered Tax deduction been made.

Payments Free of Taxes. Any and Unless required by Law, all payments made by or on account of any obligation of the Borrower hereunder or Borrowers under this Agreement and any other Loan Document shall be made free and clear of and without deduction for any and all taxes, levies, imposts, deductions, charges or withholdings, and all interest, additions to tax or penalties with respect thereto or similar charges imposed by a Governmental Authority (“Taxes, unless otherwise ”). If any #89365364v21 Withholding Agent shall be required by applicable law; provided that if any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of Law to deduct any Taxes from such paymentsor in respect of any sum payable under this Agreement or any other Loan Document to any Lender, any Issuer or the Administrative Agent, then (i) the Withholding Agent shall make such deductions or withholdings, (ii) the Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) if such Tax is a Covered TaxTaxes are Indemnified Taxes, the sum payable by the applicable Borrowers shall be increased as may be necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 2.154.09) such Lender, such Issuer or the Administrative Agent, Lender or the Issuing Bank (as the case may be) , receives an amount equal to the sum it would have received had no such deductions or withholdings of Covered Tax been made, (ii) the applicable Withholding Agent shall make such deductions or withholding, and (iii) the applicable Withholding Agent shall pay the full amount deducted to the relevant Governmental Authority or other authority in accordance with applicable Law.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder under this Agreement or under any other the Loan Document Documents shall be made free and clear of and without deduction or withholding for any Indemnified Taxes or Other Taxes, unless otherwise except as required by applicable law, rule or regulation; provided that if the Borrower or the Administrative Agent shall be required to deduct or withhold any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction Indemnified Taxes or withholding of any Other Taxes from such payments, then (i) the Withholding Agent shall make such deductions or withholdings, (ii) the Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) if such Tax is a Covered Tax, the sum payable shall be increased as necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 2.15Section) the Administrative Agent, Agent or the relevant Lender or the Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions or withholdings of Covered Tax been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law, rule or regulation.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Taxesor withholding, unless otherwise except as required by applicable law; provided that if the Borrower shall be required to deduct or withhold any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction Indemnified Taxes or withholding of any Other Taxes from such payments, then (i) the Withholding Agent shall make such deductions or withholdings, (ii) the Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) if such Tax is a Covered Tax, the sum payable shall be increased as necessary so that after making all required deductions and or withholdings (including deductions and or withholdings applicable to additional sums payable under this Section 2.152.16) the Administrative Agent, Lender or the Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions or withholdings of Covered Tax been made, (ii) the Borrower shall make such deductions or [[6423235v.9]] withholdings and (iii) the Borrower shall pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law.

Payments Free of Taxes. Any and all (a) All payments by or on account behalf of any obligation of the Borrower Obligor hereunder or under any other Loan Document shall be made free and clear of and without withholding or deduction for any Taxes, unless otherwise except as required by applicable law; provided that if any applicable law Applicable Law. If Applicable Law (as determined by Agent in the good faith discretion of an applicable Withholding Agentits discretion) requires the deduction or withholding of any Taxes Tax from any such paymentspayment by Agent or an Obligor, then Agent or such Obligor shall be entitled to make such deduction or withholding based on information and documentation provided pursuant to this Section 5.10. (b) If Agent or any Obligor is required by the Applicable Law to withhold or deduct Taxes, including backup withholding and withholding taxes, from any payment, then (i) the Withholding Agent shall make such deductions or withholdings, (ii) the Withholding Agent shall timely pay the full amount that it determines is to be withheld or deducted or withheld to the relevant Governmental Authority in accordance with applicable law pursuant to the Code, and (iiiii) if such Tax to the extent the withholding or deduction is a Covered Taxmade on account of Indemnified Taxes, the sum payable by the applicable Obligor shall be increased as necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 2.15) the Administrative Agent, Lender or the Issuing Bank (as the case may be) Recipient receives an amount equal to the sum it would have received had no such deductions withholding or withholdings of Covered Tax deduction been made.

Payments Free of Taxes. Any Except as otherwise required by Law (as determined in the good faith discretion of the applicable withholding agentWithholding Agent), any and all payments by or on account of any obligation of the Borrower Credit Parties hereunder or under any other Loan Credit Document shall be made free and clear of and without deduction reduction or withholding for any Taxes, unless otherwise required by applicable law; provided that if any the applicable law withholding agentWithholding Agent shall be required by applicable Law (as determined in the good faith discretion of an the applicable Withholding withholding agentWithholding Agent) requires the deduction to deduct or withholding of withhold any Taxes from such payments, then (i) if the Withholding Agent shall make such deductions Tax in question is an Indemnified Tax or withholdings, (ii) the Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) if such Tax is a Covered an Other Tax, the sum payable by the applicable Credit Party shall be increased as necessary so that after making all required deductions and or withholdings have been made (including deductions and or withholdings applicable to additional sums payable under this Section 2.153.01) the Administrative AgentApplicable Agent or Lender, Lender or the Issuing Bank (as the case may be) , receives an amount equal to the sum it would have received had no such deductions or withholdings of Covered Tax been made, (ii) the applicable withholding agentWithholding Agent shall make such deductions or withholdings and (iii) the applicable withholding agentWithholding Agent shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable Law.

Payments Free of Taxes. Any and all payments by or on account of any obligation Obligation of the Borrower any Credit Party hereunder or under any other Loan Document shall be made free and clear of and without deduction reduction or withholding for any Indemnified Taxes or Other Taxes, unless otherwise except as required by applicable lawApplicable Law; provided that if the applicable withholding agent shall be required by Applicable Law to deduct any applicable law Indemnified Taxes (as determined in the good faith discretion of an applicable Withholding Agentincluding any Other Taxes) requires the deduction or withholding of any Taxes from such payments, then (i) the Withholding Agent shall make such deductions or withholdings, (ii) the Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) if such Tax is a Covered Tax, the sum payable shall be increased by the applicable Credit Party as necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 2.15Section) the Administrative Agent, Lender Agent or the Issuing Bank (as the case may be) applicable Lender receives an amount equal to the sum it would have received had no such deductions or withholdings of Covered Tax been made, (ii) the applicable withholding agent shall make such deductions and (iii) the applicable withholding agent shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with Applicable Law.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, unless otherwise required by applicable law; provided that if any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Taxes from such payments, then (i) the Withholding Agent shall make such deductions or withholdings, (ii) the Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) if such Tax is a Covered Tax, the sum payable shall be increased as necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 2.15) the Administrative Agent, Lender or the Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions or withholdings of Covered Tax been made.

Payments Free of Taxes. Any and all All payments by or on account of any obligation of the Borrower hereunder or any Loan (a) Party under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, unless otherwise except as required by applicable law; provided that if Requirements of Law. If any applicable law Requirements of Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Taxes from Tax in respect of any such paymentspayment by a Withholding Agent, then (i) the applicable Withholding Agent shall be entitled to make such deductions deduction or withholdings, (ii) the Withholding Agent withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) and, if such Tax is a Covered an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after making all required deductions and withholdings a fter such d eduction o r w ithholding h as b een m ade (including deductions such d eductions and withholdings applicable to additional sums payable under this Section 2.152.14) the applicable Lender (or, in the case of payments made to the Administrative Agent for its own account, the Administrative Agent, Lender or the Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions deduction or withholdings of Covered Tax 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 Document shall be made free and clear of and without deduction for any Taxes, unless otherwise required by applicable law; provided that if any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Taxes from such payments, 29135447.6 then (i) the Withholding Agent shall make such deductions or withholdings, (ii) the Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) if such Tax is a Covered Tax, the sum payable shall be increased as necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 2.15) the Administrative Agent, Lender or the Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions or withholdings of Covered Tax 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 Document shall be made free and clear of and without deduction for any Taxes, unless otherwise except as required by applicable law; provided that if any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires withholding agent); provided that if the deduction or withholding of Borrower shall be required to deduct any Taxes from such payments, then (i) the Withholding Agent shall make such deductions or withholdings, (ii) the Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) if such Tax is a Covered TaxTaxes are Indemnified Taxes or Other Taxes, the sum payable shall be increased as necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 2.152.16) the Administrative Agent, applicable Lender or the applicable Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions or withholdings of Covered Tax been made., (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law. 105 Revolving Credit and Term Loan Agreement

Payments Free of Taxes. Any and all All payments by or on account of any obligation of the Borrower hereunder or any Loan Party under any other Loan Document shall be made free and clear of and without deduction or withholding for any TaxesTaxes by any applicable withholding agent, unless otherwise except as required by applicable law; provided that if Applicable 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 Taxes Tax from any such paymentspayment by any applicable withholding agent, then (i) the Withholding Agent applicable withholding agent shall be entitled to make such deductions deduction or withholdings, (ii) the Withholding Agent withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) Applicable Law and, if such Tax is a Covered an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after making all required such deductions and or withholdings have been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.153.01) the applicable Lender (or, in the case of payments made to the Administrative Agent for its own account, the Administrative Agent, Lender or the Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions deduction or withholdings of Covered Tax 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 Document shall be made free and clear of and without deduction or withholding for any Taxes, unless otherwise except as required by applicable law; provided that if the Borrower shall be required to deduct or withhold any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction Indemnified Taxes or withholding of any Other Taxes from such payments, then (i) the Withholding Agent shall make such deductions or withholdings, (ii) the Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) if such Tax is a Covered Tax, the sum payable shall be increased as necessary so that after making all required deductions and or withholdings (including deductions and or withholdings applicable to additional sums payable under this Section 2.152.16) the Administrative Agent, Lender or the Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions or withholdings of Covered Tax been made, (ii) the Borrower shall make such deductions or withholdings and (iii) the Borrower shall pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law.

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 Document shall be made free and clear of and without deduction reduction or withholding for any Indemnified Taxes (including any Other Taxes), unless otherwise provided, that if the Borrowers shall be required by applicable law; provided that if law to deduct or withhold any applicable law Indemnified Taxes (as determined in the good faith discretion of an applicable Withholding Agentincluding any Other Taxes) requires the deduction or withholding of any Taxes from such payments, then (i) the Withholding Agent shall make such deductions or withholdings, (ii) the Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) if such Tax is a Covered Tax, the sum payable shall be increased as necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 2.15Section) the Administrative AgentAgent or Lender, Lender or the Issuing Bank (as the case may be) , receives an amount equal to the sum it would have received had no such deductions or withholdings of Covered Tax been made, (ii) the Borrowers shall make such deductions or withholdings and (iii) the Borrowers shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower Seller hereunder or under any other Loan Document shall be made free and clear of and without deduction reduction or withholding for any Taxes, unless otherwise Taxes except as required by applicable law; provided that if Applicable Law. If any applicable law Applicable Law (as determined in the good faith discretion of an applicable Withholding Agentthe Seller) requires the deduction or withholding of any Taxes Tax from any such paymentspayment by Seller, then (i) the Withholding Agent sum payable by the Seller shall make be increased as necessary so that after making all required deductions for Indemnified Taxes (including any Other Taxes) (including deductions applicable to additional sums payable under this Section) each of the Administrator, the Purchasers, or Purchaser Agent, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdingsIndemnified Taxes been withheld, (ii) the Withholding Agent Seller or the Administrator, as the case may be, shall make all required deductions or withholdings and (iii) the Seller or the Administrator, as the case may be, shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) if such Tax is a Covered Tax, the sum payable shall be increased as necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 2.15) the Administrative Agent, Lender or the Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions or withholdings of Covered Tax been madeApplicable Law.

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 Document shall be made free and clear of and without deduction reduction or withholding for any Taxes, unless otherwise required by applicable law; provided that if any applicable law Requirements of Law requires (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Indemnified Taxes (including any Other Taxes) from such paymentspayments (including, for the avoidance of doubt, any such payments made by the applicable Loan Party or the Administrative Agent, or, in the case of any Lender that is treated as a domestic partnership for United States federal income tax purposes, by such Lender to or for the account of any of its partners), then (i) the Withholding Agent shall make such deductions or withholdings, (ii) the Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) if such Tax is a Covered Tax, the sum payable by the applicable Loan Party shall be increased as necessary so that after making all required deductions and or withholdings (including deductions and or withholdings applicable to additional sums payable under this Section 2.15Section) the Administrative Agent, Lender or the Issuing Bank (Lender’s partner, as the case may be) , receives an amount equal to the sum it would have received had no such deductions or withholdings of Covered Tax been made, (ii) the applicable withholding agent shall make such deductions or withholdings and (iii) the applicable withholding agent shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable Requirements of Law.

Payments Free of Taxes. Any and all payments made by or on account of any obligation of the Borrower Loan Parties hereunder or under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, unless otherwise except as required by applicable law; Law, provided that if any the applicable law Withholding Agent shall be required by applicable Law (as determined in the good faith discretion of an by the applicable Withholding Agent) requires the deduction to deduct or withholding of withhold any Taxes from such payments, then (i) the applicable Withholding Agent shall make such deductions or 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 Law and (iii) if such Tax is a Covered an Indemnified Tax, the sum payable by the applicable Loan Party shall be increased as necessary so that after making all required such deductions and or withholdings have been made (including deductions and or withholdings applicable to additional sums payable under this Section 2.153.01) the Administrative Agentapplicable Agent or Lender, Lender or the Issuing Bank (as the case may be) , receives an amount equal to the sum it would have received had no such deductions or withholdings of Covered Tax 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 Document shall be made free and clear of and without deduction reduction or withholding for any Taxes, unless otherwise except as required by applicable law; provided that if . If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Taxes Tax from any such paymentspayment by a Withholding Agent, then (i) the applicable Withholding Agent shall be entitled to make such deductions deduction or withholdings, (ii) the Withholding Agent withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) and, if such Tax is a Covered an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after making all required deductions and withholdings such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.153.01) the Administrative Agent, a Lender or the Issuing Bank (an L/C Issuer, as the case may be) , receives an amount equal to the sum it would have received had no such deductions deduction or withholdings of Covered Tax 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 Document shall be made free and clear of and without deduction or withholding for any Taxes, unless otherwise except as required by applicable law; provided that if Applicable 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 Taxes Tax from any such paymentspayment by a Withholding Agent, then (i) the applicable Withholding Agent shall be entitled to make such deductions deduction or withholdings, (ii) the Withholding Agent withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) Applicable Law, and, if such Tax is a Covered an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after making all required such deduction or withholding of Indemnified Taxes has been made (including such deductions and withholdings (including deductions and withholdings of Indemnified Taxes applicable to additional sums payable under this Section 2.15) 2.15(b)), the Administrative Agent, Lender or the Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions deduction or withholdings of Covered Tax withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or any Loan Party under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, unless otherwise except as required by applicable law; provided that if any applicable law Withholding Agent shall be required to deduct or withhold any Taxes from such payments (as determined in the good faith discretion of an applicable the Withholding Agent) requires the deduction or withholding of any Taxes from such payments), then (i) the Withholding Agent shall make such deductions or withholdings, (ii) the Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) if such Tax is a Covered Taxdeduction or withholding shall be for Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after making all required deductions and or withholdings (including deductions and withholdings applicable to additional sums payable under this Section 2.15) 5.03(a)), the Administrative Agent, Lender or the Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions or withholdings of Covered Tax been made, (ii) the Withholding Agent shall make such deductions or withholdings and (iii) the Withholding Agent shall pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or any Guarantor under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes, unless otherwise required by applicable law; provided that if any the Withholding Agent shall be required by applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction to deduct or withholding of withhold any Indemnified Taxes or Other Taxes from such payments, then (i) the Withholding Agent shall make such deductions or withholdings, (ii) the Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) if such Tax is a Covered Tax, the sum payable shall be increased as necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 2.15) 5.03(a)), the Administrative Agent, Lender or the Issuing Bank (as the case may be) Recipient receives an amount equal to the sum it would have received had no such deductions or withholdings of Covered Tax been made, (ii) the Withholding Agent shall make such deductions and (iii) the Withholding Agent shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or any Credit Party under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, unless otherwise except as required by applicable law; provided that if . If any Withholding Agent shall be required by applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction to deduct or withholding of withhold any Taxes from such payments, as determined in good faith by the applicable Withholding Agent, then (i) in the Withholding Agent case of Indemnified Taxes, the sum payable by such Credit Party shall make be increased as necessary so that after such deductions or withholdingswithholdings of Indemnified Taxes (including such deductions and withholdings applicable to additional sums payable under this Section 5.03(a)) have been made, the applicable Recipient receives an amount equal to the sum it would have received had no such deductions or withholdings for Indemnified Taxes been made, (ii) the applicable Withholding Agent shall make all deductions or withholdings required by applicable law and (iii) the applicable Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) if such Tax is a Covered Tax, the sum payable shall be increased as necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 2.15) the Administrative Agent, Lender or the Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions or withholdings of Covered Tax been madelaw.

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 Document shall be made free and clear of of, and without deduction for reduction or withholding for, any Taxes, Taxes unless otherwise required by applicable law; provided that if any applicable law Requirements of Law (as determined in the good faith discretion of an the applicable Withholding Agentwithholding agent); provided that if the applicable withholding agent shall be required by applicable Requirements of Law (as determined in the good faith discretion of the applicable withholding agent) requires the deduction or withholding of to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the Withholding Agent shall make such deductions or withholdings, (ii) the Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) if such Tax is a Covered Tax, the sum payable shall be increased by the Loan Parties as necessary so that after making all required deductions and withholdings have been made (including deductions and withholdings applicable to additional sums payable under this Section 2.15) the Lender (or, in the case of any payments made to the Administrative Agent for its own account, the Administrative Agent), Lender or the Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions or withholdings of Covered Tax been made, (ii) the applicable withholding agent shall make such deductions and (iii) the applicable withholding agent shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable Requirements of Law.

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 Document shall be made free and clear of and without deduction reduction or withholding for any Indemnified Taxes (including any Other Taxes), unless otherwise provided, that, if the Borrowers shall be required by applicable law; provided that if law to deduct or withhold any applicable law Indemnified Taxes (as determined in the good faith discretion of an applicable Withholding Agentincluding any Other Taxes) requires the deduction or withholding of any Taxes from such payments, then (i) the Withholding Agent shall make such deductions or withholdings, (ii) the Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) if such Tax is a Covered Tax, the sum payable shall be increased as necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 2.15Section) the Administrative AgentAgent or Lender, Lender or the Issuing Bank (as the case may be) , receives an amount equal to the sum it would have received had no such deductions or withholdings of Covered Tax been made, (ii) the Borrowers shall make such deductions or withholdings and (iii) the Borrowers shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or any Guarantor under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, unless otherwise except as required by 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 Taxes from such payments, then (i) in the Withholding Agent shall make such deductions case of Indemnified Taxes or withholdings, (ii) the Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) if such Tax is a Covered TaxOther Taxes, the sum payable shall be increased as necessary so that after making all required deductions and or withholdings (including deductions and or withholdings of Indemnified Taxes or Other Taxes applicable to additional sums payable under this Section 2.15) 5.03(a)), the Administrative Agent, Lender or the Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions or withholdings of Covered Tax been made, (ii) the Withholding Agent shall make such deductions or withholdings and (iii) the Withholding Agent shall pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction reduction or withholding for any Taxes, unless otherwise except as required by applicable law; provided that if any applicable law 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 Taxes Tax from any such paymentspayment by a withholding agent, then (i) the Withholding Agent applicable withholding agent shall be entitled to make such deductions deduction or withholdings, (ii) the Withholding Agent withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) Applicable Law and, if such Tax is a Covered an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 2.152.12(e)(ii)) the Administrative AgentAgent or Xxxxxx, Lender or the Issuing Bank (as the case may be) , receives an amount equal to the sum it would have received had no such deductions or withholdings of Covered Tax 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 Document shall be made free and clear of and without deduction reduction or withholding for any Indemnified Taxes or Other Taxes, unless otherwise except as required by applicable lawApplicable Law; provided that if the applicable withholding agent shall be required by Applicable Law to deduct any applicable law Indemnified Taxes (as determined in the good faith discretion of an applicable Withholding Agentincluding any Other Taxes) requires the deduction or withholding of any Taxes from such payments, then (i) the Withholding Agent shall make such deductions or withholdings, (ii) the Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) if such Tax is a Covered Tax, the sum payable shall be increased by the Borrower as necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 2.15Section) the Administrative Agent, Lender Agent or the Issuing Bank (as the case may be) applicable Lender receives an amount equal to the sum it would have received had no such deductions or withholdings of Covered Tax been made, (ii) the applicable withholding agent shall make such deductions and (iii) the applicable withholding agent shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with Applicable Law.

Payments Free of Taxes. Any and all payments made by or on account of any obligation of the Borrower Loan Parties hereunder or under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, unless otherwise except as required by applicable law; Law, provided that if any applicable law withholding agent shall be required by applicable Law (as determined in the good faith discretion of an by the applicable Withholding Agentwithholding agent) requires the deduction to deduct or withholding of withhold any Taxes from such payments, then (i) the Withholding Agent applicable withholding agent shall make such deductions or withholdings, (ii) the Withholding Agent applicable withholding agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law Law and (iii) if such Tax is a Covered an Indemnified Tax, the sum payable by the applicable Loan Party shall be increased as necessary so that after making all required such deductions and or withholdings have been made (including deductions and withholdings applicable to additional sums payable under this Section 2.153.01) the Administrative Agentapplicable Agent or Lender, Lender or the Issuing Bank (as the case may be) , receives an amount equal to the sum it would have received had no such deductions or withholdings of Covered Tax been made.

Payments Free of Taxes. Any Except as otherwise required by Law (as determined in the good faith discretion of the applicable withholding agent), any and all payments by or on account of any obligation of the Borrower Credit Parties hereunder or under any other Loan Credit Document shall be made free and clear of and without deduction reduction or withholding for any Indemnified Taxes or Other Taxes, unless otherwise required by applicable law,; provided that if any the applicable law withholding agent shall be required by applicable Law (as determined in the good faith discretion of an the applicable Withholding Agentwithholding agent) requires the deduction to deduct or withholding of withhold any Indemnified Taxes (including any Other Taxes) from such payments, then (i) if the Withholding Agent shall make such deductions Tax in question is an Indemnified Tax or withholdings, (ii) the Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) if such Tax is a Covered an Other Tax, the sum payable by the applicable Credit Party shall be increased as necessary so that after making all required deductions and or withholdings have been made (including deductions and or withholdings applicable to additional sums payable under this Section 2.153.01) the Administrative AgentApplicable Agent or Lender, Lender or the Issuing Bank (as the case may be) , receives an amount equal to the sum it would have received had no such deductions or withholdings of Covered Tax been made, (ii) the applicable withholding agent shall make such deductions or withholdings and (iii) the applicable withholding agent shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable Law.

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 Document shall be made free and clear of and without deduction reduction or withholding for any Taxes, Taxes unless otherwise required by applicable law; provided that if any applicable law Requirements of Law (as determined in the good faith discretion of an the applicable Withholding Agentwithholding agent); provided that if the applicable withholding agent shall be required by applicable Requirements of Law (as determined in the good faith discretion of the applicable withholding agent) requires the deduction or withholding of to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the Withholding Agent shall make such deductions or withholdings, (ii) the Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) if such Tax is a Covered Tax, the sum payable shall be increased by the Loan Parties as necessary so that after making all required deductions and withholdings have been made (including deductions and withholdings applicable to additional sums payable under this Section 2.15) the Lender (or, in case of any payments made to the Administrative Agent for its own account, the Administrative Agent), Lender or the Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions or withholdings of Covered Tax been made, (ii) the applicable withholding agent shall make such deductions and (iii) the applicable withholding agent shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable Requirements of Law.

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 Document shall be made free and clear of and without deduction reduction or withholding for any Taxes, unless otherwise except as required by applicable law; provided that if any Requirements of Law. If applicable law Requirements of Law (as determined in the good faith discretion of an the applicable Withholding Agentwithholding agent) requires require the deduction or withholding of any Taxes Tax from any such paymentspayments by the withholding agent, then (i) the Withholding Agent applicable withholding agent shall make such deductions or withholdings, (ii) the Withholding Agent and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) Requirements of Law and, if such Tax is a Covered an Indemnified Tax, then the sum payable by Borrowers shall be increased as necessary so that after making all required deductions and withholdings such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.15Section) the Administrative AgentAgent or Lender, Lender or the Issuing Bank (as the case may be) , receives an amount equal to the sum it would have received had no such deductions deduction or withholdings of Covered Tax withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or Credit Parties under any other Loan Document shall be made free and clear of and without deduction for any Taxes, unless otherwise required by applicable law; provided that that, if any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Taxes from any such paymentspayments by a Withholding Agent, then (i) the applicable Withholding Agent shall be entitled to make such deductions deduction or withholdings, (ii) the Withholding Agent withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) and, if such Tax is a Covered an Indemnified Tax or Other Tax, the sum payable by the Credit Parties shall be increased as necessary so that after making all required deductions and withholdings (including deductions and withholdings of Indemnified Taxes applicable to additional sums payable under this Section 2.15) 5.03(a)), the Administrative Agent, Lender or the Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions or withholdings of Covered Tax been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or any Credit Party under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, unless otherwise except as required by 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 Indemnified Taxes or Other Taxes from such payments, then (i) the Withholding Agent shall make such deductions or withholdings, (ii) the Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) if such Tax is a Covered Tax, the sum payable by the applicable Credit Party shall be increased as necessary so that after making all required deductions and or withholdings (including deductions and withholdings applicable to additional sums payable under this Section 2.15) 5.03(a)), the Administrative Agent, Lender or the Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions or withholdings of Covered Tax been made, (ii) the Withholding Agent shall make such deductions or withholdings and (iii) the Withholding Agent shall pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction reduction or withholding for any Taxes, unless otherwise except as required by applicable law; provided that if . If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Taxes Tax from any such paymentspayment by a Withholding Agent, then (i) the applicable Withholding Agent shall be entitled to make such deductions deduction or withholdings, (ii) the Withholding Agent withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) and, if such Tax is a Covered an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after making all required deductions and withholdings such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.153.01) the Administrative AgentAgent or a Lender, Lender or the Issuing Bank (as the case may be) , receives an amount equal to the sum it would have received had no such deductions deduction or withholdings of Covered Tax withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or any Guarantor under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, unless otherwise except as required by applicable law; provided that if . 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 Taxes Tax from any such paymentspayment by a withholding agent, then (i) the Withholding Agent applicable withholding agent shall be entitled to make such deductions deduction or withholdings, (ii) the Withholding Agent withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) and, if such Tax is a Covered an Indemnified Tax or Other Tax, then the sum payable by the Borrower or such Guarantor shall be increased as necessary so that after making all required deductions and withholdings such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.155.03(a)) the Administrative Agent, Lender or the Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions deduction or withholdings of Covered Tax withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder Borrower, Operating Lessee or under any other Loan Party to Administrative Agent or any Lender under any Loan Document or Other Related Document shall be made free and clear of and without deduction or withholding for any Taxes, unless otherwise except as required by applicable law; provided that if . If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Taxes Tax from any such paymentspayment by a Withholding Agent, then (i) the applicable Withholding Agent shall be entitled to make such deductions deduction or withholdings, (ii) the Withholding Agent withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) and, if such Tax is a Covered an Indemnified Tax, then the sum payable by the Borrower, Operating Lessee or other applicable Loan Party shall be increased as necessary so that after making all required deductions and withholdings such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.15Section) the Administrative Agent, Lender or the Issuing Bank (as the case may be) applicable Recipient receives an amount equal to the sum it would have received had no such deductions deduction or withholdings of Covered Tax 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 Document shall be made free and clear of and without deduction reduction or withholding for any Taxes, unless otherwise except as required by applicable law; , provided that if any Withholding Agent shall be required by applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction to deduct or withholding of withhold any Taxes from such payments, then (i) the applicable Withholding Agent shall be entitled to make such deductions deduction or withholdingswithholding, (ii) the applicable Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law law, and (iii) if such Tax is a Covered TaxTaxes are Indemnified Taxes or Other Taxes, the sum payable an additional amount shall be increased paid as necessary so that after making all required deductions and or withholdings (including deductions and or withholdings applicable to additional sums payable under this Section 2.15Section) the Administrative AgentAgent or Lender, Lender or the Issuing Bank (as the case may be) , receives an amount equal to the sum it would have received had no such deductions or withholdings of Covered Tax been made.

Payments Free of Taxes. Any and all All payments by or on account of any obligation of the Borrower hereunder or any Loan Party under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, unless otherwise except as required by applicable law; provided that if . If any applicable law (as determined in the good faith discretion of an any applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Taxes Tax from any such paymentspayment by any applicable withholding agent, then (i) the Withholding Agent applicable withholding agent shall be entitled to make such deductions deduction or withholdings, (ii) the Withholding Agent withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and and, subject to paragraph (iiii) below, if such Tax is a Covered an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after making all required deductions and withholdings such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.152.14) the applicable Lender (or, in the case of any amount received by the Administrative Agent for its own account, the Administrative Agent, Lender or the Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions deduction or withholdings of Covered Tax withholding been made.

Payments Free of Taxes. Any and all All payments by or on account of any obligation of the Borrower hereunder or any Loan Party under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, unless otherwise except as required by applicable law; provided that if Requirements of Law. If any applicable law Requirements of Law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Taxes from Tax in respect of any such paymentspayment by a withholding agent, then (i) the Withholding Agent applicable withholding agent shall be entitled to make such deductions deduction or withholdings, (ii) the Withholding Agent withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) and, if such Tax is a Covered an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after making all required deductions and withholdings such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.152.16) the applicable Lender (or, in the case of payments made to the Administrative Agent for its own account, the Administrative Agent, Lender or the Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions deduction or withholdings of Covered Tax withholding been made.