Common use of Payments Net of Taxes Clause in Contracts

Payments Net of Taxes. All payments made by the Account Parties under this Agreement or any other 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 Official Body, and all liabilities with respect thereto, excluding (i) in the case of the Agent and each Bank, income or franchise taxes imposed on the Agent or such Bank by the jurisdiction under the laws of which the Agent or such Bank is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between such Bank and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and (ii) in the case of each Bank, income or franchise taxes imposed by any jurisdiction in which such Bank's lending offices which 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 "Taxes"), unless an Account Party is required to withhold or deduct Taxes. If any Taxes are required to be withheld or deducted from any amounts payable to the Agent or any Bank under this Agreement or any other Transaction Document, the applicable Account Party shall pay the relevant amount of such Taxes and the amounts so payable to the Agent or such Bank shall be increased to the extent necessary to yield to the 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 Transaction Documents. Whenever any Taxes are paid by an Account Party with respect to payments made in connection with this Agreement or any other Transaction Document, as promptly as possible thereafter, such Account Party shall send to the Agent 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 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 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 2.13, 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 2.13 with respect to 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 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 Official Body 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 Official Body. Nothing in this Section 2.13(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 Account Parties any Borrower under this Agreement Agreement, any Note or any other Transaction Security Document shall be made free and clear of, of and without reduction or withholding deduction for or on account of, any and all present or future income, stamp or other taxes, levies, imposts, dutiesdeductions, charges, fees, deductions charges or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Official Body, and all liabilities with respect thereto, excluding excluding (i) in the case of each Bank and the Agent, net income taxes imposed on such Bank or the Agent (as the case may be) by the United States, and each Bank, net income or taxes and franchise taxes imposed on such Bank or the Agent or such Bank (as the case may be) by the jurisdiction under the laws of which such Bank or the Agent or such Bank (as the case may be) is organized or by any political subdivision or taxing authority thereof or therein or as a result of a connection between such Bank thereof, and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and (ii) in the case of each Bank, net income or taxes and franchise taxes imposed on such Bank by any the jurisdiction in which such is located the Bank's lending offices office which issue Letters makes or books a particular extension of Credit are located credit hereunder 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"), unless an Account Party is required to withhold or deduct 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 Agent under this Agreement, any Note or any Security Document to any Bank under this Agreement or any other Transaction Documentthe Agent, (i) the applicable Account Party shall pay the relevant amount of such Taxes and the amounts so sum payable to the Agent or such Bank shall be increased as may be necessary so that after making all required deductions (including deductions applicable to the extent necessary to yield to additional sums payable under this Section 2.15) such Bank or the 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 Transaction Documents. Whenever any Taxes are paid by an Account Party with respect to payments made in connection with this Agreement or any other Transaction Document, as promptly as possible thereafter, such Account Party shall send to the Agent for its own account or for the account of such Bank, as the case may be, a certified copy of ) receives an original official receipt received by 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 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 2.13, 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 equal to the extent of indemnity payments sum it would have received had no such deductions been made, or additional amounts paid(ii) such Borrower shall make such deductions, by an Account Party under this Section 2.13 with respect to Taxes giving rise to and (iii) such refund and only Borrower shall pay the full amount deducted 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 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 Official Body 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 taxation authority or other charges) authority in the event the Agent or such Bank is required to repay any portion of such refund to such Official Body. Nothing in this Section 2.13(a) shall entitle an Account Party to have access to the records of the Agent or any Bank, including, without limitation, tax returnsaccordance with applicable law.

Payments Net of Taxes. All payments made by the Account Parties under this Agreement or any other 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 Official Body, and all liabilities with respect thereto, excluding (i) in the case of the Agent and each Issuing Bank, income or franchise taxes imposed on the Agent or such Issuing Bank by the jurisdiction under the laws of which the Agent or such Issuing Bank is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between such Issuing Bank and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and (ii) in the case of each Issuing Bank, income or franchise taxes imposed by any jurisdiction in which such Issuing Bank's lending offices which 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 "Taxes"), unless an Account Party is required to withhold or deduct Taxes. If any Taxes are required to be withheld or deducted from any amounts payable to the Agent or any Issuing Bank under this Agreement or any other Transaction Document, the applicable Account Party shall pay the relevant amount of such Taxes and the amounts so payable to the Agent or such Issuing Bank shall be increased to the extent necessary to yield to the Agent or such Issuing 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 Transaction Documents. Whenever any Taxes are paid by an Account Party with respect to payments made in connection with this Agreement or any other Transaction Document, as promptly as possible thereafter, such Account Party shall send to the Agent for its own account or for the account of such Issuing Bank, as the case may be, a certified copy of an original official receipt received by such Account Party showing payment thereof. If the Agent or a an Issuing 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 an Account Party, or with respect to which an Account Party has paid additional amounts pursuant to this Section 2.13, the Agent or such Issuing 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 such Account Party under this Section 2.13 with respect to Taxes giving rise to such refund and only to the extent that the Agent or such Issuing 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 Issuing Bank (including additional Taxes attributable to such refund, as determined by the Agent or such Issuing Bank) and without interest (other than interest, if any, paid by the relevant Official Body with respect to such refund). An Account Party receiving any such payment from the Agent or a an Issuing Bank shall, upon demand, pay to the Agent or such Issuing Bank any amount paid over to such Account Party by the Agent or such Issuing Bank (plus penalties, interest or other charges) in the event the Agent or such Issuing Bank is required to repay any portion of such refund to such Official Body. Nothing in this Section 2.13(a) shall entitle an Account Party to have access to the records of the Agent or any Issuing Bank, including, without limitation, tax returns.

Payments Net of Taxes. All payments made by the Account Parties any Loan Party under this Agreement or any other Transaction Loan Document shall be made free and clear of, of and without reduction or withholding deduction for or on account of, any and all present or future income, stamp or other taxes, levies, imposts, dutiesdeductions, charges, fees, deductions charges or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Official Body, and all liabilities with respect thereto, excluding excluding (ix) in the case of each Lender and the Agent, net income taxes (but not withholding taxes imposed on gross interest income) imposed on such Lender or the Agent (as the case may be) by the United States, and each Bank, net income or taxes and franchise taxes imposed on such Lender or the Agent or such Bank (as the case may be) by the jurisdiction under the laws of which such Lender or the Agent or such Bank (as the case may be) is organized or by any political subdivision or taxing authority thereof or therein or as a result of a connection between such Bank thereof, and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and (iiy) in the case of each BankLender, net income or taxes and franchise taxes imposed on such Lender by any the jurisdiction in which such Bankis located the Lender's lending offices office which issue Letters makes or books a particular extension of Credit are located credit hereunder 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"), unless an Account Party is required to withhold or deduct Taxes. If any Loan Party 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 Agent or any Bank under this Agreement or any other Transaction Document, the applicable Account Party shall pay the relevant amount of such Taxes and the amounts so payable Loan Document to the Agent Lender or such Bank the Agent, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to the extent necessary to yield to additional sums payable under this Section 2.14) such Lender or the 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 Transaction Documents. Whenever any Taxes are paid by an Account Party with respect to payments made in connection with this Agreement or any other Transaction Document, as promptly as possible thereafter, such Account Party shall send to the Agent for its own account or for the account of such Bank, as the case may be, a certified copy of ) receives an original official receipt received by 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 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 2.13, 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 equal to the extent of indemnity payments sum it would have received had no such deductions been made, or additional amounts paid(ii) such Loan Party shall make such deductions, by an Account and (iii) such Loan Party under this Section 2.13 with respect to Taxes giving rise to such refund and only shall pay the full amount deducted 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 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 Official Body 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 taxation authority or other charges) authority in the event the Agent or such Bank is required to repay any portion of such refund to such Official Body. Nothing in this Section 2.13(a) shall entitle an Account Party to have access to the records of the Agent or any Bank, including, without limitation, tax returnsaccordance with applicable law.

Payments Net of Taxes. All payments made by the Account Parties any Loan Party under this Agreement or any other Transaction Loan Document shall be made free and clear of, of and without reduction or withholding deduction for or on account of, any and all present or future income, stamp or other taxes, levies, imposts, dutiesdeductions, charges, fees, deductions charges or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Official Body, and all liabilities with respect thereto, excluding EXCLUDING (ix) in the case of each Lender and the Agent, net income taxes (but not withholding taxes imposed on gross interest income) imposed on such Lender or the Agent (as the case may be) by the United States, and each Bank, net income or taxes and franchise taxes imposed on such Lender or the Agent or such Bank (as the case may be) by the jurisdiction under the laws of which such Lender or the Agent or such Bank (as the case may be) is organized or by any political subdivision or taxing authority thereof or therein or as a result of a connection between such Bank thereof, and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and (iiy) in the case of each BankLender, net income or taxes and franchise taxes imposed on such Lender by any the jurisdiction in which such Bankis located the Lender's lending offices office which issue Letters makes or books a particular extension of Credit are located credit hereunder 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"), unless an Account Party is required to withhold or deduct Taxes. If any Loan Party 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 Agent or any Bank under this Agreement or any other Transaction Document, the applicable Account Party shall pay the relevant amount of such Taxes and the amounts so payable Loan Document to the Agent Lender or such Bank the Agent, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to the extent necessary to yield to additional sums payable under this Section 2.14) such Lender or the 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 Transaction Documents. Whenever any Taxes are paid by an Account Party with respect to payments made in connection with this Agreement or any other Transaction Document, as promptly as possible thereafter, such Account Party shall send to the Agent for its own account or for the account of such Bank, as the case may be, a certified copy of ) receives an original official receipt received by 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 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 2.13, 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 equal to the extent of indemnity payments sum it would have received had no such deductions been made, or additional amounts paid(ii) such Loan Party shall make such deductions, by an Account and (iii) such Loan Party under this Section 2.13 with respect to Taxes giving rise to such refund and only shall pay the full amount deducted 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 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 Official Body 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 taxation authority or other charges) authority in the event the Agent or such Bank is required to repay any portion of such refund to such Official Body. Nothing in this Section 2.13(a) shall entitle an Account Party to have access to the records of the Agent or any Bank, including, without limitation, tax returnsaccordance with applicable law.

Payments Net of Taxes. All payments made by the Account Parties Borrower under --------------------- this Agreement or any other Transaction Related Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp stamp, documentary, excise or other taxes, levies, imposts, duties, charges, feesfee, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Official Body, and all liabilities with respect thereto, excluding; (i) in the case of the Agent and each BankBank Party, income or franchise taxes imposed on the Agent or such Bank Party by the jurisdiction under the laws of which the Agent or such Bank Party is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between such Bank Party and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and, (ii) in the case of each BankBank Party, income or franchise taxes imposed by any jurisdiction in which such BankBank Party's lending offices which make or book Loans or issue Letters of Credit are located or any political subdivision or taxing authority thereof or therein, and (iii) any taxes payable solely as a result of the failure of a Bank described in Section 10.12(g) to timely deliver the forms described therein to the extent required thereby, other than if such failure is due to a change in law occurring after the date on which a form originally was required to be provided or if no such form is required (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called "Taxes"), unless an Account Party is required to withhold or deduct Taxes. If any Taxes are required to be withheld or deducted from any amounts payable to the Agent or any Bank Party under this Agreement or any other Transaction Related Document, the applicable Account Party Borrower shall pay the relevant amount of such Taxes and the amounts so payable to the Agent or such Bank Party shall be increased to the extent necessary to yield to the Agent or such Bank Party (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 Transaction Related Documents. Whenever any Taxes are paid by an Account Party the Borrower with respect to payments made in connection with this Agreement or any other Transaction Related Document, as promptly as possible thereafter, such Account Party the Borrower shall send to the Administrative Agent for its own account or for the account of such Bankother Bank Party, as the case may be, a certified copy of an original official receipt received by such Account Party the Borrower 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 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 2.13, 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 2.13 with respect to 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 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 Official Body 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 Official Body. Nothing in this Section 2.13(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 Account Parties Borrowers under this Agreement or any other Transaction 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 Official BodyGovernmental Authority, and all liabilities with respect thereto, excluding (i) in the case of the Agent and each Bankany Lender Party, income or franchise taxes imposed on the Agent or such Bank Lender Party by the jurisdiction under the laws of which the Agent or such Bank Lender Party is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between such Bank Lender Party and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and (ii) in the case of each BankLender, income or franchise taxes imposed by any jurisdiction in which such BankLender's lending offices which issue Letters of Credit 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 an Account Party is required to withhold or deduct Taxes. If any Taxes are required to be withheld or deducted from any amounts payable to the Agent or any Bank Lender Party under this Agreement or any other Transaction Loan Document, the applicable Account Party Borrowers, jointly and severally, shall pay the relevant amount of such Taxes and the amounts so payable to the Agent or such Bank Lender Party shall be increased to the extent necessary to yield to the Agent or such Bank Lender Party (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 Transaction Loan Documents. Whenever any Taxes are paid by an Account Party the Borrowers with respect to payments made in connection with this Agreement or any other Transaction Loan Document, as promptly as possible thereafter, such Account Party the Borrowers shall send to the Agent for its own account or for the account of the Issuer or such BankLender, as the case may be, a certified copy of an original official receipt received by such Account Party the Borrowers 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 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 2.13, 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 2.13 with respect to 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 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 Official Body 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 Official Body. Nothing in this Section 2.13(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 Account Parties Borrower under this Agreement or any other Transaction Loan Document shall be made free and clear of, and without reduction or withholding for or on account offor, any and all 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 Official Body, and all liabilities with respect thereto, excluding excluding (ix) in the case of the Agent and each BankLender, income or franchise taxes imposed on the Agent or such Bank Lender by the United States, and income taxes and franchise taxes imposed on the Lender or such Lender by the jurisdiction under the laws of which the Agent or such Bank Lender is organized or by any political subdivision or taxing authority thereof or therein or as a result of a connection between such Bank thereof, and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and (iiy) in the case of each BankLender, net income or taxes and franchise taxes imposed on such Lender by any the jurisdiction in which such Bankthe Lender's lending offices which issue Letters of Credit are Applicable Lending Office is 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 an Account Party is required to withhold or deduct Taxes. If the 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 under this Agreement or any Loan Document to the Agent or any Bank Lender, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including without limitation deductions applicable to additional sums payable under this Agreement or any other Transaction Document, the applicable Account Party shall pay the relevant amount of such Taxes and the amounts so payable to Section 2.12) the Agent or such Bank shall be increased Lender receives an amount equal to the extent necessary to yield sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, and (iii) the Borrower shall pay the full amount deducted to the 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 Transaction Documents. Whenever any Taxes are paid by an Account Party with respect to payments made in connection with this Agreement or any other Transaction Document, as promptly as possible thereafter, such Account Party shall send to the Agent 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 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 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 2.13, 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 2.13 with respect to 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 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 Official Body 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 taxation authority or other charges) authority in the event the Agent or such Bank is required to repay any portion of such refund to such Official Body. Nothing in this Section 2.13(a) shall entitle an Account Party to have access to the records of the Agent or any Bank, including, without limitation, tax returnsaccordance with applicable law.

Payments Net of Taxes. All payments made by the Account Parties under this Agreement or any other 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 Official Body, and all liabilities with respect thereto, excluding, (i) in the case of the each Agent and each Bank, income income, profits, gains or franchise taxes imposed on the such Agent or such Bank by the jurisdiction under the laws of which the 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 such Bank and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and (ii) in the case of each Bank, income income, profits, gains or franchise taxes imposed by any jurisdiction in which such Bank's lending offices which 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 "Taxes"), unless an Account Party is required by Law to withhold or deduct Taxes. If any Taxes are required to be withheld or deducted from any amounts payable to the any Agent or any Bank under this Agreement or any other Transaction Document, the applicable Account Party shall pay the relevant amount of such Taxes and the amounts so payable to the such Agent or such Bank shall be increased to the extent necessary to yield to the 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 Transaction Documents. Whenever any Taxes are paid by an Account Party with respect to payments made in connection with this Agreement or any other Transaction Document, as promptly as possible thereafter, such Account Party shall send to the such Agent for its own account or to the Administrative Agent for the account of such Bank, as the case may be, a certified copy of an original official receipt received by such Account Party showing payment thereof. If the an Agent or a Bank determines in its sole discretion in good faith that it has received a refund in respect of of, or that it has been able to utilize to offset its liability for Taxes a credit (a "utilized credit") in respect of, any 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 2.13, the such Agent or such Bank shall promptly after the date of such receipt pay over the amount of such refund or utilized credit to such Account Party (but only to the extent of indemnity payments made, or additional amounts paid, by an Account Party under this Section 2.13 with respect to Taxes giving rise to such refund or utilized credit and only to the extent that the such Agent or such Bank has determined that the amount of any such refund or utilized credit is directly attributable to payments made under this Agreement), net of all reasonable expenses of the such Agent or such Bank (including additional Taxes attributable to such refundrefund or utilized credit, as determined by the such Agent or such Bank) and without interest (other than interest, if any, paid by the relevant Official Body with respect to such refundrefund or utilized credit). An Account Party receiving any such payment from the an Agent or a Bank shall, upon demand, pay to the such Agent or such Bank any amount paid over to such Account Party by the such Agent or such Bank (plus penalties, interest or other charges) in the event the such Agent or such Bank is required to repay any portion of such refund or utilized credit to such Official Body. Nothing in this Section 2.13(a) shall entitle an Account Party to have access to the records of the any Agent or any Bank, including, without limitation, tax returns.

Payments Net of Taxes. All payments made by the Account Parties under --------------------- this Agreement or any other 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 Official Body, and all liabilities with respect thereto, excluding (i) in the case of the Agent and each Bank, income or franchise taxes imposed on the Agent or such Bank by the jurisdiction under the laws of which the Agent or such Bank is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between such Bank and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and (ii) in the case of each Bank, income or franchise taxes imposed by any jurisdiction in which such Bank's lending offices which 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 "Taxes"), unless an Account Party is required to withhold or deduct Taxes. If any Taxes are required to be withheld or deducted from any amounts payable to the Agent or any Bank under this Agreement or any other Transaction Document, the applicable Account Party shall pay the relevant amount of such Taxes and the amounts so payable to the Agent or such Bank shall be increased to the extent necessary to yield to the 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 Transaction Documents. Whenever any Taxes are paid by an Account Party with respect to payments made in connection with this Agreement or any other Transaction Document, as promptly as possible thereafter, such Account Party shall send to the Agent 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 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 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 2.13, 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 2.13 with respect to 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 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 Official Body 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 Official Body. Nothing in this Section 2.13(a) shall entitle an Account Party to have access to the records of the Agent or any Bank, including, without limitation, tax returns.