Common use of Payments Net of Taxes Clause in Contracts

Payments Net of Taxes. All payments made by the Borrower under this Agreement or any other Loan Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding (i) income, gross receipts or franchise taxes imposed on the Lender by the jurisdiction under the laws of which the Lender is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between Lender and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and (ii) income, gross receipts or franchise taxes imposed by any jurisdiction in which the Lender’s lending offices which make or book Loans are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “Taxes”). If any Taxes are required to be withheld or deducted from any amounts payable to the Lender under this Agreement or any other Loan Document, the Borrower shall pay the relevant amount of such Taxes and the amounts so payable to the Lender shall be increased to the extent necessary to yield to the Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrower with respect to payments made in connection with this Agreement or any other Loan Document, as promptly as possible thereafter, the Borrower shall send to the Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof.

Payments Net of Taxes. All payments made by the Borrower Borrowers under this Agreement or any other Loan Document shall be made free and clear of, and without reduction or withholding withholding, unless required by Law, for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding (i) incomein the case of the Agent and each Lender, gross receipts income or franchise taxes imposed on the Agent or such Lender by the jurisdiction under the laws of which the Agent or such Lender is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between such Lender and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and (ii) incomein the case of each Lender, gross receipts income or franchise taxes imposed by any jurisdiction in which the such Lender’s 's lending offices which make or book Loans are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “"Taxes”"). If any Taxes are required to be withheld or deducted from any amounts payable to the Agent or any Lender under this Agreement or any other Loan Document, the Borrower Borrowers shall pay the relevant amount of such Taxes and the amounts so payable to the Agent or such Lender shall be increased to the extent necessary to yield to the Agent or such Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrower Borrowers with respect to payments made in connection with this Agreement or any other Loan Document, as promptly as possible thereafter, the Borrower Borrowers shall send to the Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an original official receipt received by the Borrower Borrowers showing payment thereof.

Payments Net of Taxes. All payments made by the Borrower Borrowers under this Agreement or any other Loan Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding (i) income, gross receipts excluding income or franchise taxes imposed on the Lender by the United States or the jurisdiction under the laws of which the Lender is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between the Lender and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and (ii) income, gross receipts or franchise taxes imposed by any jurisdiction in which the Lender’s lending offices which make or book Loans are located or any political subdivision or taxing authority thereof or therein hereby (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “Taxes”). If any Taxes are required to be withheld or deducted from any amounts payable to the Lender under this Agreement or any other Loan Document, the Borrower Borrowers shall pay the relevant amount of such Taxes and the amounts so payable to the Lender shall be increased to the extent necessary to yield to the Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrower Borrowers with respect to payments made in connection with this Agreement or any other Loan Document, as promptly as possible thereafter, thereafter the Borrower Borrowers shall send to the Lender, as the case may be, Lender a certified copy of an original official receipt received by the Borrower Borrowers showing payment thereof.

Payments Net of Taxes. All payments made by the Borrower under this Agreement or any other Loan Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding (i) incomein the case of the Agent and each Lender, gross receipts income or franchise taxes imposed on the Agent or such Lender by the jurisdiction under the laws of which the Agent or such Lender is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between the Agent or such Lender and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and (ii) incomein the case of each Lender, gross receipts income or franchise taxes imposed by any jurisdiction in which the such Lender’s 's lending offices which make or book Loans are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “"Taxes”"). If any Taxes are required to be withheld or deducted from any amounts payable to the Agent or any Lender under this Agreement or any other Loan Document, the Borrower shall pay the relevant amount of such Taxes and the amounts so payable to the Agent or such Lender shall be increased to the extent necessary to yield to the Agent or such Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrower with respect to payments made in connection with this Agreement or any other Loan Document, as promptly as possible thereafter, the Borrower shall send to the Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof.

Payments Net of Taxes. All payments made by the Borrower Borrowers under this Agreement or any other Loan Document shall be made free and clear of, of and without reduction or withholding deduction for or on account of, any present or future income, stamp or other and all taxes, levies, imposts, dutiesdeductions, charges, fees, deductions charges or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding excluding (ix) incomein the case of each Lender, gross receipts each Issuer and the Administrative Agent, net income taxes imposed on such Lender, such Issuer or the Administrative Agent, as the case may be, by the United States or a political subdivision thereof, and net income taxes and franchise taxes imposed on such Lender, such Issuer or the Lender Administrative Agent, as the case may be, by the jurisdiction under the laws of which such Lender or the Lender Administrative Agent, as the case may be, is organized or by any political subdivision thereof, and (y) in the case of each Lender, net income taxes and franchise taxes imposed on such Lender by the jurisdiction in which is located the Lender’s lending office which makes or books a particular extension of credit hereunder or any political subdivision or taxing authority thereof or therein or as a result of a connection between Lender and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and (ii) income, gross receipts or franchise taxes imposed by any jurisdiction in which the Lender’s lending offices which make or book Loans are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductionsdeduction, charges or charges, withholdings and liabilities being hereinafter called referred to as “Taxes”). If any Borrower shall be required by Law to deduct any Taxes are required to be withheld from or deducted from in respect of any amounts sum payable to the Lender under this Agreement or any other Loan DocumentDocument to any Lender, any Issuer or the Borrower shall pay Administrative Agent, (i) the relevant amount of such Taxes and the amounts so sum payable to the Lender shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 4.09) such Lender, such Issuer or the extent necessary to yield to the Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrower with respect to payments made in connection with this Agreement or any other Loan Document, as promptly as possible thereafter, the Borrower shall send to the LenderAdministrative Agent, as the case may be, a certified copy of receives an original official receipt amount equal to the sum it would have received by had no such deductions been made, (ii) such Borrower shall make such deductions, and (iii) such Borrower shall pay the Borrower showing payment thereoffull amount deducted to the relevant taxation authority or other authority in accordance with applicable Law.

Payments Net of Taxes. All payments made by the Borrower Borrowers under this Agreement or any other Loan Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental AuthorityOfficial Body, and all liabilities with respect thereto, excluding (i) incomein the case of the Agent and each Bank, gross receipts income or franchise taxes imposed on the Lender Agent or such Bank by the jurisdiction under the laws of which the Lender Agent or such Bank is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between Lender such Bank and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and (ii) incomein the case of each Bank, gross receipts income or franchise taxes imposed by any jurisdiction in which the Lender’s such Bank's lending offices which make or book Loans are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “"Taxes”"), unless the Borrower is required to withhold or deduct Taxes. If any Taxes are required to be withheld or deducted from any amounts payable to the Lender Agent or any Bank under this Agreement or any other Loan Document, the applicable Borrower shall pay the relevant amount of such Taxes and the amounts so payable to the Lender Agent or such Bank shall be increased to the extent necessary to yield to the Lender Agent or such Bank (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the a Borrower with respect to payments made in connection with this Agreement or any other Loan Document, as promptly as possible thereafter, the such Borrower shall send to the LenderAgent for its own account or for the account of such Bank, as the case may be, a certified copy of an original official receipt received by the such Borrower showing payment thereof. If a Bank determines in its sole discretion in good faith that it has received a refund in respect of any Taxes as to which it has been indemnified by a Borrower, or with respect to which a Borrower has paid additional amounts pursuant to this Section 2.11. such Bank shall promptly after the date of such receipt pay over the amount of such refund to such Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by a Borrower under this Section 2.11 with respect to Taxes giving rise to such refund and only to the extent that such Bank has determined that the amount of any such refund is directly attributable to payments made under this Agreement), net of all reasonable expenses of such Bank (including additional Taxes attributable to such refund, as determined by such Bank) and without interest (other than interest, if any, paid by the relevant Official Body with respect to such refund). A Borrower receiving any such payment from a Bank shall, upon demand, pay to such Bank any amount paid over to such Borrower by such Bank (plus penalties, interest or other charges) in the event such Bank is required to repay any portion of such refund to such Official Body. Nothing in this Section 2.11(a) shall entitle a Borrower to have access to the records of any Bank, including, without limitation, tax returns.

Payments Net of Taxes. All Provided that each Lender and the Agent shall have complied with the provisions of subsection (iii) of this Section 2.10, all payments made by the Borrower Co-Borrowers under this Loan Agreement or any other Loan Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, including, without limitation, any taxes assessed by the United States, any State in the United States, Canada and/or any Province in Canada, and all liabilities with respect thereto, excluding (ia) incomein the case of the Agent and each Lender, gross receipts net income or franchise taxes imposed on the Agent or such Lender by the jurisdiction under the laws of which the Agent or such Lender is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between such Lender and any jurisdiction other than a connection resulting solely from this Agreement and (whether or not attributable to the transactions contemplated hereby), and (iib) incomein the case of each Lender, gross receipts net income or franchise taxes imposed by any jurisdiction in which the such Lender’s 's lending offices which make or book Loans loans are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, duties, deductions, charges charges, fees or withholdings of such Governmental Authorities, including Canada and the United States, being hereinafter called “"Taxes”"). If any Taxes are required to be withheld or deducted from any amounts payable to the Agent or any Lender under this Loan Agreement or any other Loan Document, the Borrower Co-Borrowers shall pay the relevant amount of such Taxes and the amounts so payable to the Agent or such Lender shall be increased to the extent necessary to yield to the Agent or such Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Loan Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrower Co-Borrowers with respect to payments made in connection with this Loan Agreement or any other Loan Document, as promptly as possible thereafter, the Borrower Co-Borrowers shall send to the Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an original official receipt received by the Borrower Co-Borrowers showing payment thereof.

Payments Net of Taxes. All payments made by the Borrower under this Agreement or any other Loan Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding (i) income, gross receipts income or franchise taxes imposed on the Lender by the jurisdiction under the laws of which the Lender is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between the Lender and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and (ii) income, gross receipts income or franchise taxes imposed by any jurisdiction in which the Lender’s 's lending offices which make or book Loans are located or any political subdivision or taxing authority thereof or therein therein, (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “"Taxes”"). If any Taxes are required to be withheld or deducted from any amounts payable to the Lender under this Agreement or any other Loan Document, the Borrower shall pay the relevant amount of such Taxes and the amounts so payable to the Lender shall be increased to the extent necessary to yield to the Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrower with respect to payments made in connection with this Agreement or any other Loan Document, as promptly as possible thereafter, the Borrower shall send to the Lender, as the case may be, Lender a certified copy of an original official receipt received by the Borrower showing payment thereof.

Payments Net of Taxes. All payments made by the Borrower Borrowers under this Agreement or any other Loan Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental AuthorityOfficial Body, and all liabilities with respect thereto, excluding (i) incomein the case of each Agent and each Bank, gross receipts income or franchise taxes imposed on the Lender such Agent or such Bank by the jurisdiction under the laws of which the Lender such Agent or such Bank is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between Lender such Bank or Agent and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and (ii) incomein the case of each Bank, gross receipts income or franchise taxes imposed by any jurisdiction in which the Lender’s such Bank's lending offices which make or book Loans are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “"Taxes”"), unless the Borrower is required to withhold or deduct Taxes. If any Taxes are required to be withheld or deducted from any amounts payable to the Lender either Agent or any Bank under this Agreement or any other Loan Document, the applicable Borrower shall pay the relevant amount of such Taxes and the amounts so payable to the Lender such Agent or such Bank shall be increased to the extent necessary to yield to the Lender such Agent or such Bank (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the a Borrower with respect to payments made in connection with this Agreement or any other Loan Document, as promptly as possible thereafter, the such Borrower shall send to the LenderAdministrative Agent for its own account or for the account of the other Agent or such Bank, as the case may be, a certified copy of an original official receipt received by the such Borrower showing payment thereof. If a Bank or either Agent determines in its sole discretion in good faith that it has received a refund in respect of any Taxes as to which it has been indemnified by a Borrower, or with respect to which a Borrower has paid additional amounts pursuant to this Section 2.11, such Bank or Agent shall promptly after the date of such receipt pay over the amount of such refund to such Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by a Borrower under this Section 2.11 with respect to Taxes giving rise to such refund and only to the extent that such Bank or Agent has determined that the amount of any such refund is directly attributable to payments made under this Agreement), net of all reasonable expenses of such Bank or Agent (including additional Taxes attributable to such refund, as determined by such Bank or Agent) and without interest (other than interest, if any, paid by the relevant Official Body with respect to such refund). A Borrower receiving any such payment from a Bank or Agent shall, upon demand, pay to such Bank or Agent any amount paid over to such Borrower by such Bank or Agent (plus penalties, interest or other charges) in the event such Bank or Agent is required to repay any portion of such refund to such Official Body. Nothing in this Section 2.11(a) shall entitle a Borrower to have access to the records of any Bank or Agent, including, without limitation, tax returns.

Payments Net of Taxes. All payments made by the Borrower under --------------------- this Loan Agreement or any other Loan Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding (ia) incomein the case of the Lender, gross receipts income or franchise taxes imposed on the Lender by the jurisdiction under the laws of which the Lender is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between the Lender and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, ; and (iib) incomein the case of the Lender, gross receipts income or franchise taxes imposed by any jurisdiction in which the Lender’s 's lending offices which make or book Loans Revolving Credit Loans, are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “"Taxes”"). If any Taxes are required to be withheld or deducted from any amounts payable to the Lender under this Loan Agreement or any other Loan Document, the Borrower shall pay the relevant amount of such Taxes and the amounts so payable to the Lender shall be increased to the extent necessary to yield to the Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Loan Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrower with respect to payments made in connection with this Loan Agreement or any other Loan Document, as promptly as possible thereafter, the Borrower shall send to the Lender, as the case may be, Lender for its own account a certified copy of an original official receipt received by the Borrower showing payment thereof.

Payments Net of Taxes. All payments made by the Borrower under this Agreement or any other Loan Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding (i) incomein the case of each Agent and each Lender, gross receipts income or franchise taxes imposed on the such Agent or such Lender by the jurisdiction under the laws of which the such Agent or such Lender is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between such Lender and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and (ii) incomein the case of each Lender, gross receipts income or franchise taxes imposed by any jurisdiction in which the such Lender’s 's lending offices which make or book Loans are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “"Taxes”"). If any Taxes are required to be withheld or deducted from any amounts payable to the either Agent or any Lender under this Agreement or any other Loan Document, the Borrower shall pay the relevant amount of such Taxes and the amounts so payable to the such Agent or such Lender shall be increased to the extent necessary to yield to the such Agent or such Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrower with respect to payments made in connection with this Agreement or any other Loan DocumentAgreement, as promptly as possible thereafter, the Borrower shall send to the Funding Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof. In the event that after the Borrower shall have paid any additional amount under this Section 2.15(a) with respect to any Loan the Lender shall have received a refund of any Taxes paid by the Borrower with respect to payments made in connection with this Agreement, then, to the extent that such Lender receives a refund of all or a portion of such Taxes from the Governmental Authority to whom such Taxes were paid by the Borrower, such Lender shall refund to the Borrower such additional amount or any portion thereof with respect to which such Lender receives such refund. Nothing contained in this paragraph (a) shall require any Lender or Agent to make available any of its tax returns (or any other information relating to its taxes which it deems to be confidential).

Payments Net of Taxes. All payments made by the Borrower Account Parties under this Agreement or any other Loan Transaction Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding (i) incomein the case of the Agent and each Bank, gross receipts income or franchise taxes imposed on the Lender Agent or such Bank by the jurisdiction under the laws of which the Lender Agent or such Bank is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between Lender such Bank and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and (ii) incomein the case of each Bank, gross receipts income or franchise taxes imposed by any jurisdiction in which the Lender’s such Bank's lending offices which make or book Loans issue Letters of Credit are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “"Non-Excluded Taxes”"), unless an Account Party is required to withhold or deduct Non-Excluded Taxes. If any Non-Excluded Taxes are required to be withheld or deducted from any amounts payable to the Lender Agent or any Bank under this Agreement or any other Loan Transaction Document, the Borrower applicable Account Party shall pay the relevant amount of such Non-Excluded Taxes and the amounts so payable to the Lender Agent or such Bank shall be increased to the extent necessary to yield to the Lender Agent or such Bank (after payment of all Non-Excluded Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Transaction Documents. Whenever any Non-Excluded Taxes are paid by the Borrower an Account Party with respect to payments made in connection with this Agreement or any other Loan Transaction Document, as promptly as possible thereafter, the Borrower such Account Party shall send to the LenderAgent for its own account or for the account of such Bank, as the case may be, a certified copy of an original official receipt received by the Borrower such Account Party showing payment thereof. If the Agent or a Bank determines in its sole discretion in good faith that it has received a refund in respect of any Non-Excluded Taxes as to which it has been indemnified by an Account Party, or with respect to which an Account Party has paid additional amounts pursuant to this Section 2.18, the Agent or such Bank shall promptly after the date of such receipt pay over the amount of such refund to such Account Party (but only to the extent of indemnity payments made, or additional amounts paid, by an Account Party under this Section 2.18 with respect to Non-Excluded Taxes giving rise to such refund and only to the extent that the Agent or such Bank has determined that the amount of any such refund is directly attributable to payments made under this Agreement), net of all reasonable expenses of the Agent or such Bank (including additional Non-Excluded Taxes attributable to such refund, as determined by the Agent or such Bank) and without interest (other than interest, if any, paid by the relevant Governmental Authority with respect to such refund). An Account Party receiving any such payment from the Agent or a Bank shall, upon demand, pay to the Agent or such Bank any amount paid over to such Account Party by the Agent or such Bank (plus penalties, interest or other charges) in the event the Agent or such Bank is required to repay any portion of such refund to such Governmental Authority. Nothing in this Section 2.18(a) shall entitle an Account Party to have access to the records of the Agent or any Bank, including, without limitation, tax returns.

Payments Net of Taxes. All payments made by the Borrower under this Agreement or any other Loan Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding (i) income, gross receipts income or franchise taxes imposed on the Lender by the jurisdiction under the laws of which the Lender is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between the Lender and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and (ii) income, gross receipts income or franchise taxes imposed by any jurisdiction in which the Lender’s 's lending offices which make or book Revolving Credit Loans are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “"Taxes”"). If any Taxes are required to be withheld or deducted from any amounts payable to the Lender under this Agreement or any other Loan Document, the Borrower shall pay the relevant amount of such Taxes and the amounts so payable to the Lender shall be increased to the extent necessary to yield to the Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrower with respect to payments made in connection with this Agreement or any other Loan Document, as promptly as possible thereafter, the Borrower shall send to the Lender, as the case may be, Lender a certified copy of an original official receipt received by the Borrower showing payment thereof.

Payments Net of Taxes. All payments made by the Borrower under this Agreement or any other Loan Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding (i) incomein the case of the Agent and each Lender, gross receipts income or franchise taxes imposed on the Agent or such Lender by the jurisdiction under the laws of which the Agent or such Lender is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between such Lender and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and (ii) incomein the case of each Lender, gross receipts income or franchise taxes imposed by any jurisdiction in which the such Lender’s 's lending offices which make or book Loans are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “"Taxes”"). If any Taxes are required to be withheld or deducted from any amounts payable to the Agent or any Lender under this Agreement or any other Loan Document, the Borrower shall pay the relevant amount of such Taxes and the amounts so payable to the Agent or such Lender shall be increased to the extent necessary to yield to the Agent or such Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrower with respect to payments made in connection with this Agreement or any other Loan DocumentAgreement, as promptly as possible thereafter, the Borrower shall send to the Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof.

Payments Net of Taxes. (a) All payments made by the Borrower Seller payable under this Agreement or any other Loan Document shall be made free and clear of, of and without reduction or withholding deduction for or on account of, any present or future income, stamp or other taxes, fees, levies, imposts, deductions, duties, charges, fees, deductions withholdings or withholdings, now or hereafter imposed, levied, collected, withheld or assessed other charges imposed by any Governmental Authoritytaxing authority, and all liabilities with respect thereto, excluding , in the case of each Bank Purchaser, taxes imposed on or measured by its net income, and franchise taxes and branch profit taxes, imposed on it (i) income, gross receipts or franchise taxes imposed on the Lender by the jurisdiction under the laws of which the Lender such Bank Purchaser is organized or any political subdivision thereof and, in the case of each Bank Purchaser, taxes imposed on or taxing authority thereof measured by its net income, and franchise taxes and branch profit taxes imposed on it, by the jurisdiction of such Bank Purchaser's appropriate Purchasing Office or therein any political subdivision thereof, and (ii) by a jurisdiction in which any payments are to be made by the Seller hereunder, other than the United States of America, the United Kingdom, or The Netherlands, or any political subdivision of any thereof, and that would not have been imposed but for the existence of a connection between such Bank Purchaser and the jurisdiction imposing such taxes (other than a connection arising as a result of this Agreement or the transactions contemplated by this Agreement), except in the case of taxes described in this clause (ii) to the extent such taxes are imposed as a result of a connection between Lender and change in the law or regulations of any jurisdiction other than a connection resulting solely from or any applicable treaty or regulations or in the official interpretation of any such law, treaty or regulations by any governmental authority charged with the interpretation or administration thereof after the date of this Agreement and the transactions contemplated hereby(all such excluded net income taxes, and (ii) income, gross receipts or franchise taxes imposed by any jurisdiction in which and branch profit taxes being herein collectively referred to as the Lender’s lending offices which make or book Loans are located or any political subdivision or taxing authority thereof or therein ("Excluded Taxes"; all such non-excluded taxes, fees, levies, imposts, deductions, duties, withholdings or other charges or withholdings liabilities being hereinafter called “herein collectively referred to as "Taxes”"). If the Seller shall be required by law to deduct any Taxes are from or in respect of any sum payable hereunder to any Bank Purchaser or the Administrative Agent, (x) the sum so payable shall be increased by such amount (the "Gross-up Amount") as may be necessary so that after making all required deductions (including deductions with respect to be withheld Taxes owed by such Bank Purchaser or deducted from the Administrative Agent (as the case may be) on any amounts Gross-up Amount payable under this Section 13.3) such Bank Purchaser or the Administrative Agent (as the case may be) receives an amount equal to the Lender sum it would have received had no such deductions been made, (y) the Seller shall make such deductions and (z) the Seller shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. (b) The Seller will indemnify each Bank Purchaser and the Administrative Agent for the full amount of Taxes (together with any Taxes or Excluded Taxes owed by such Bank Purchaser or the Administrative Agent (as the case may be) applicable to any Gross-up Amount or on the indemnification payments made by the Seller under this Section 13.3(b), but without duplication thereof), and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Excluded Taxes were correctly or legally asserted so as to compensate such Bank Purchaser or the Administrative Agent (as the case may be) for any loss, cost, expense or liability incurred as a consequence of any such Taxes. Payment pursuant to such indemnification shall be made within ten (10) Business Days from the date such Bank Purchaser or the Administrative Agent makes written demand therefor on the Seller. (c) Within thirty (30) days after the date of the Seller's payment of Taxes, the Seller will furnish the relevant Bank Purchaser, at its appropriate Purchasing Office, with the original or a certified copy of a receipt evidencing payment thereof. (d) Each Bank Purchaser that is a foreign Person (that is, a Person other than a United States Person as defined in the Internal Revenue Code of 1986, as amended) hereby agrees that: (i) Such Bank Purchaser shall, prior to the time it becomes a Bank Purchaser hereunder, deliver to the Seller: (x) for each Purchasing Office of such Bank Purchaser located in the United States of America three (3) accurate and complete signed originals of Internal Revenue Service Form 4224 or any successor thereto ("Form 4224"), and/or (y) for each Purchasing Office of such Bank Purchaser located outside the United States of America, three (3) accurate and complete signed originals of Internal Revenue service form 1001 or any successor thereto ("Form 1001"); in each case indicating that such Bank Purchaser, on the date of delivery thereof, is entitled to receive payments for the account of such Purchasing Office -92- 100 under this Agreement free from withholding of United States federal income tax; provided, that if the Form 4224 or any other Loan Document, the Borrower shall pay the relevant amount of such Taxes and the amounts so payable to the Lender shall be increased to the extent necessary to yield to the Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrower with respect to payments made in connection with this Agreement or any other Loan Document, as promptly as possible thereafter, the Borrower shall send to the LenderForm 1001, as the case may be, supplied by a certified copy Bank Purchaser fails to establish a complete exemption from United States withholding tax as of the date such Bank Purchaser becomes a Bank Purchaser, such Bank Purchaser shall, within 15 days after a written request from the Seller deliver to the requesting party the forms or other documents necessary to establish a complete exemption from United States withholding tax as of such date; (ii) If at any time such Bank Purchaser changes its Purchasing Office or selects an original official receipt received additional Purchasing Office, it shall, at the same time or reasonably promptly thereafter (but only to the extent the forms previously delivered by it hereunder are no longer effective) deliver to the Seller in replacement for the forms previously delivered by it hereunder: (x) for each changed or additional Purchasing Office located in the United States of America, three (3) accurate and complete signed originals of Form 4224; or (y) otherwise, three (3) accurate and complete signed originals of Form 1001; in each case indicating that such Bank Purchaser is on the date of delivery thereof entitled to receive payments for the account of such changed or additional Purchasing Office under this Agreement free from withholding of United States Federal income tax. (e) In addition to the documents to be furnished pursuant to Section 13.3(d) above, each Bank Purchaser shall, promptly upon the reasonable request of the Seller to that effect, deliver to the requesting party such other accurate and complete forms or similar documentation as such Bank Purchaser is legally able to provide and as may be required from time to time by any applicable law, treaty, rule or regulation of any jurisdiction in order to establish such Bank Purchaser's tax status for withholding purposes or as may otherwise be appropriate to eliminate or minimize any Taxes on payments under this Agreement. Each Bank Purchaser furnishing forms to the Seller or Interface pursuant to the requirements of Section 13.3(d) or this subsection (e), shall furnish copies of such forms to the Administrative Agent at the same time delivery of such forms is made to the Seller. (f) The Seller shall not be required to pay any amounts pursuant to Section 13.3(a) or (b) above to any Bank Purchaser for the account of any Purchasing Office of such Bank Purchaser in respect of any United States withholding taxes payable hereunder (and the Seller, if required by law to do so, shall be entitled to withhold such amounts and pay such amount to the United States government) if the obligation to pay such amounts would not have arisen but for a failure by such Bank Purchaser to comply with its obligations under Section 13.3(d), and if such Bank Purchaser shall not be entitled to exemption from deduction or withholding of United States Federal income tax in respect of the payment of such sum by the Borrower showing Seller hereunder for the account of such Purchasing Office for, in each such case, any reason other than a change in United States law or regulations or any applicable tax treaty or regulations or in the official interpretation of any such law, treaty or regulations by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) after the date such Bank Purchaser became a Bank Purchaser hereunder. (g) Within sixty (60) days of the written request of the Seller, each Bank Purchaser shall execute and deliver such certificates, forms and other documents, which can be reasonably furnished consistent with the facts and which are reasonably necessary to assist the Seller in applying for refunds of Taxes remitted by the Seller hereunder. (h) Each Bank Purchaser shall use reasonable efforts to avoid or minimize any amounts which might otherwise be payable by the Seller pursuant to this Section 13.3, except to the extent that a Bank Purchaser determines that such efforts would be disadvantageous to such Bank Purchaser, as determined by such Bank Purchaser and which determination, if made in good faith, shall be binding and conclusive on all parties hereto. (i) To the extent that the payment thereofof any Bank Purchaser's Taxes by the Seller hereunder gives rise from time to time to a Tax Benefit (as hereinafter defined) to such Bank Purchaser in any jurisdiction other than the jurisdiction which imposed such Taxes, such Bank Purchaser shall pay to the Seller the amount of each such Tax Benefit so recognized or received. The amount of each Tax Benefit and, therefore, payment to the Seller will be determined from time to time by the relevant Bank Purchaser in its sole discretion, which determination shall be binding and conclusive on all parties hereto. Each such payment will be due and payable by such Bank Purchaser to the Seller within a reasonable time after the filing of the income tax return in which such Tax Benefit is recognized or, in the case of any tax refund, after the refund is received; provided, however, if at any time thereafter such Bank Purchaser is required to rescind such Tax Benefit or such Tax Benefit is otherwise disallowed or nullified, the Seller shall promptly, after notice thereof from such Bank Purchaser, repay to such Bank Purchaser the amount of such Tax Benefit previously paid to it and rescinded, disallowed or nullified. For purposes of this subsection, the term "Tax Benefit" shall mean the amount by which any Bank Purchaser's income tax liability for the taxable period in question is reduced below that which would have been payable had the Seller not been required to pay the Bank Purchaser's Taxes. In case of any dispute with respect to the amount of any payment due by any Bank Purchaser to the Seller under this subsection (i), the Seller shall not have any right to any offset or withholding with respect to future payments due to such Bank Purchaser under this Agreement.

Payments Net of Taxes. All payments made by the Borrower Borrowers under this Agreement or any other Loan Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding (i) income, gross receipts excluding income or franchise taxes imposed on the Lender by the United States or the jurisdiction under the laws of which the Lender is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between the Lender and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and (ii) income, gross receipts or franchise taxes imposed by any jurisdiction in which the Lender’s lending offices which make or book Loans are located or any political subdivision or taxing authority thereof or therein hereby (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “"Taxes”"). If any Taxes are required to be withheld or deducted from any amounts payable to the Lender under this Agreement or any other Loan Document, the Borrower Borrowers shall pay the relevant amount of such Taxes and the amounts so payable to the Lender shall be increased to the extent necessary to yield to the Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrower Borrowers with respect to payments made in connection with this Agreement or any other Loan Document, as promptly as possible thereafter, thereafter the Borrower Borrowers shall send to the Lender, as the case may be, Lender a certified copy of an original official receipt received by the Borrower Borrowers showing payment thereof.

Payments Net of Taxes. All payments made by the Borrower under this Agreement or any other Loan Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding (i) income, gross receipts income or franchise taxes imposed on the Lender by the jurisdiction under the laws of which the Lender is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between the Lender and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and (ii) income, gross receipts income or franchise taxes imposed by any jurisdiction in which the Lender’s 's lending offices which make or book Loans are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “"Taxes”"). If any Taxes are required to be withheld or deducted from any amounts payable to the Lender under this Agreement or any other Loan Document, the Borrower shall pay the relevant amount of such Taxes and the amounts so payable to the Lender shall be increased to the extent necessary to yield to the Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrower with respect to payments made in connection with this Agreement or any other Loan Document, as promptly as possible thereafter, the Borrower shall send to the Lender, as the case may be, Lender a certified copy of an original official receipt received by the Borrower showing payment thereof.

Payments Net of Taxes. All payments made by the Borrower Borrowers under this Agreement or any other Loan Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding (i) incomein the case of each Agent, gross receipts the LC Issuer and each Lender, income or franchise taxes imposed on such Agent, the LC Issuer or such Lender by the jurisdiction under the laws of which such Agent, the LC Issuer or such Lender is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between such Agent, the LC Issuer or such Lender and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and (ii) incomein the case of the LC Issuer and each Lender, gross receipts income or franchise taxes imposed by any jurisdiction in which the LC Issuer or such Lender’s 's lending offices which issue or book Letters of Credit, or make or book Loans are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “Taxes”"TAXES"). If any Taxes are required to be withheld or deducted from any amounts payable to any Agent, the LC Issuer or any Lender under this Agreement or any other Loan Document, the Borrower Borrowers, as their joint and several obligation, shall pay the relevant amount of such Taxes and the amounts so payable to such Agent, the LC Issuer or such Lender shall be increased to the extent necessary to yield to such Agent, the LC Issuer or such Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the a Borrower with respect to payments made in connection with this Agreement or any other Loan DocumentAgreement, as promptly as possible thereafter, the Borrower Company (acting on behalf of the applicable Borrower) shall send to the Administrative Agent for its own account or for the account of the LC Issuer or such Lender, as the case may be, a certified copy of an original official receipt received by the applicable Borrower showing payment thereof. In the event that after the applicable Borrower shall have paid any additional amount under this Section 2.16(a)(ii) with respect to any Loan or any Letter of Credit the Lender or the LC Issuer, as the case may be, shall have received a refund or credit of any Taxes paid by such Borrower with respect to payments made in connection with this Agreement, then, to the extent that such Lender or the LC Issuer receives a refund or credit of all or a portion of such Taxes from the Governmental Authority to whom such Taxes were paid by such Borrower, such Lender or the LC Issuer shall refund to such Borrower such additional amount or any portion thereof with respect to which such Lender or the LC Issuer receives such refund or credit. Nothing contained in this paragraph (a) shall require any Lender, the LC Issuer or any Agent to make available any of its tax returns (or any other information relating to its taxes which it deems to be confidential).

Payments Net of Taxes. All payments made by the Borrower Company under this Agreement or any other Loan Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental AuthorityOfficial Body, and all liabilities with respect thereto, excluding (i) incomein the case of the Agent and each Bank, gross receipts income or franchise taxes imposed on the Lender Agent or such Bank by the jurisdiction under the laws of which the Lender Agent or such Bank is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between Lender such Bank and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and (ii) incomein the case of each Bank, gross receipts income or franchise taxes imposed by any jurisdiction in which the Lender’s such Bank's lending offices which make made or book Loans are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “"Taxes”"). If any Taxes are required to be withheld or deducted from any amounts payable to the Lender Agent or any Bank under this Agreement or any other Loan DocumentAgreement, the Borrower Company shall pay the relevant amount of such Taxes and the amounts so payable to the Lender Agent or such Bank shall be increased to the extent necessary to yield to the Lender Agent or such Bank (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan DocumentsAgreement. Whenever any Taxes are paid by the Borrower Company with respect to payments made in connection with this Agreement or any other Loan DocumentAgreement, as promptly as possible thereafter, the Borrower Company shall send to the LenderAgent for its own account or for the account of such Bank, as the case may be, a certified copy of an original official receipt received by the Borrower Company showing payment thereof.

Payments Net of Taxes. All payments made by the Borrower Borrowers under this Agreement or any other Loan Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding (i) incomein the case of each Agent, gross receipts the LC Issuer and each Lender, income or franchise taxes imposed on such Agent, the LC Issuer or such Lender by the jurisdiction under the laws of which such Agent, the LC Issuer or such Lender is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between such Agent, the LC Issuer or such Lender and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and (ii) incomein the case of the LC Issuer and each Lender, gross receipts income or franchise taxes imposed by any jurisdiction in which the LC Issuer or such Lender’s 's lending offices which issue or book Letters of Credit, or make or book Loans are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “Taxes”"TAXES"). If any Taxes are required to be withheld or deducted from any amounts payable to any Agent, the LC Issuer or any Lender under this Agreement or any other Loan Document, the Borrower Borrowers, as their joint and several obligation, shall pay the relevant amount of such Taxes and the amounts so payable to such Agent, the LC Issuer or such Lender shall be increased to the extent necessary to yield to such Agent, the LC Issuer or such Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the a Borrower with respect to payments made in connection with this Agreement or any other Loan DocumentAgreement, as promptly as possible thereafter, the Borrower Company (acting on behalf of the applicable Borrower) shall send to the Administrative Agent for its own account or for the account of the LC Issuer or such Lender, as the case may be, a certified copy of an original official receipt received by the applicable Borrower showing payment thereof. In the event that after the applicable Borrower shall have paid any additional amount under this Section 2.16(a) with respect to any Loan or any Letter of Credit the Lender or the LC Issuer, as the case may be, shall have received a refund or credit of any Taxes paid by such Borrower with respect to payments made in connection with this Agreement, then, to the extent that such Lender or the LC Issuer receives a refund or credit of all or a portion of such Taxes from the Governmental Authority to whom such Taxes were paid by such Borrower, such Lender or the LC Issuer shall refund to such Borrower such additional amount or any portion thereof with respect to which such Lender or the LC Issuer receives such refund or credit. Nothing contained in this paragraph (a) shall require any Lender, the LC Issuer or any Agent to make available any of its tax returns (or any other information relating to its taxes which it deems to be confidential).

Payments Net of Taxes. All payments made by the Borrower under this Loan Agreement or any other Loan Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental AuthorityAuthorities, including, without limitation, any taxes assessed by the United States of America and/or any state in the United States of America, and all liabilities with respect thereto, excluding (i) income, gross receipts or franchise taxes imposed on the Lender by the jurisdiction under the laws of which the Lender is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between Lender and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and (ii) income, gross receipts excluding net income or franchise taxes imposed by any jurisdiction in which the Lender’s lending offices which make or book Loans loans are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, duties, deductions, charges charges, fees or withholdings of such Governmental Authorities, including, without limitation, any taxes assessed by the United States of America and/or any state in the United States of America, being hereinafter called collectively referred to as the “Taxes”). If any Taxes are required to be withheld or deducted from any amounts payable to the Lender under this Loan Agreement or any other Loan DocumentDocument (including, without limitation, as a result of any change in law arising after the Closing Date), the Borrower shall pay the relevant amount of such Taxes and the amounts so payable to the Lender shall be increased to the extent necessary to yield to the Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Loan Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrower with respect to payments made in connection with this Loan Agreement or any other Loan Document, as promptly as possible thereafter, the Borrower shall send to the Lender, as the case may be, Lender a certified copy of an original official receipt received by the Borrower showing payment thereof.