Common use of Payments to be Free of Deductions Clause in Contracts

Payments to be Free of Deductions. Each payment to be made by Borrowers to Agent or any Lender under this Agreement, any Note or any of the other Loan Documents shall be made in accordance with Section 2.8, without set-off or counterclaim and free and clear of and without any deduction of any kind for any Taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any political subdivision or any taxing or other authority therein, unless Borrowers are compelled by law to make any such deduction or withholding. If any such obligation to deduct or withhold is imposed upon Borrowers with respect to any such payment payable by Borrowers to Agent or any Lender, (i) Borrowers shall be permitted to make the deduction or withholding required by law in respect of the said payment and (ii) there shall become and be absolutely due and payable by Borrowers to Agent, LC Issuer or such Lender on the date on which the said payment shall become due and payable, and Borrowers hereby promise to pay to Agent, LC Issuer or such Lender on such date, such additional amount as shall be necessary to enable Agent, LC Issuer or such Lender to receive the same net amount which Agent, LC Issuer or such Lender would have received on such due date had no such obligation been imposed by law. Anything in this Section 2.9 to the contrary notwithstanding, the foregoing provisions of this Section 2.9 shall not apply in the case of any deductions or withholdings made in respect of Taxes charged upon or by reference to the overall net income, profits or gains of Agent, LC Issuer or any Lender. Each Lender that is entitled to an exemption from or reduction in withholding Tax under the jurisdiction in which a Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to Borrowers (with a copy to Agent), at the times prescribed by applicable law, properly completed and executed documentation prescribed by applicable law or reasonably requested by Borrowers as will permit such payments to be made without withholding or at a reduced rate.

Payments to be Free of Deductions. Each payment payable by the Guarantor to be made by Borrowers to Agent or any Lender the Guaranteed Parties under this Agreement, any Note or any of the other Loan Documents Agreement shall be made in accordance with Section 2.8, without any set-off or counterclaim whatsoever and shall be free and clear of and without any deduction of any kind for any Taxes, levies, impostsimports, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any political subdivision or any taxing or other governmental authority therein, unless Borrowers are the Guarantor is compelled by law Law to make any such deduction or withholding. If any such obligation to deduct or withhold is imposed upon Borrowers the Guarantor with respect to any such payment payable by Borrowers the Guarantor to Agent or any Lenderthe Guaranteed Parties hereunder, (i) Borrowers the Guarantor shall be permitted pay to make the deduction or withholding required by law in respect of the said payment and (ii) there shall become and be absolutely due and payable by Borrowers to AgentGuaranteed Parties, LC Issuer or such Lender on the date on which the said payment shall become due and payable, and Borrowers hereby promise to pay to Agent, LC Issuer or such Lender on such datepayable hereunder, such additional amount as shall be necessary to enable Agent, LC Issuer or such Lender the Guaranteed Parties to receive the same net amount which Agent, LC Issuer or such Lender the Guaranteed Parties would have received on such due date had no such obligation been imposed upon the Guarantor. If any additional amount is paid by law. Anything in the Guarantor to any Guaranteed Party for or on account of any Taxes, levies, imports, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions pursuant to this Section 2.9 11, then, if such Guaranteed Party at its sole discretion determines that it has received or been granted a refund of, credit against or remission for such Taxes, levies, imports, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions, such Guaranteed Party shall, to the contrary notwithstanding, the foregoing provisions of this Section 2.9 shall not apply in the case of any deductions or withholdings made in respect of Taxes charged upon or by reference extent that it can do so without prejudice to the overall net incomeretention of the amount of such refund, profits credit or gains of Agentremission, LC Issuer or any Lender. Each Lender that is entitled reimburse to an exemption from or reduction the Guarantor such amount as such Guaranteed Party shall, in withholding Tax under the jurisdiction in which a Borrower is locatedits sole discretion, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to Borrowers (with a copy to Agent), at the times prescribed by applicable law, properly completed and executed documentation prescribed by applicable law or reasonably requested by Borrowers as will permit such payments determine to be made without withholding attributable to the relevant Taxes, levies, imports, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or at a reduced rateconditions.

Payments to be Free of Deductions. Each payment to be made All payments by Borrowers to Agent or any Lender the --------------------------------- Borrower under this Agreement, any Note or any of the other Loan Documents Agreement shall be made in accordance with Section 2.8, without set-off setoff or counterclaim and free and clear of of, and without deduction for, any deduction taxes (other than any taxes imposed on or measured by the gross income or profits of any kind for any Taxesthe Bank), levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any country or any political subdivision thereof or any taxing or other authority therein, therein unless Borrowers are the Borrower is compelled by law to make any such deduction or withholding. If any such obligation to deduct or withhold is imposed upon Borrowers the Borrower with respect to any such payment amount payable by Borrowers it hereunder, it will pay to Agent or any Lenderthe Bank, (i) Borrowers shall be permitted to make the deduction or withholding required by law in respect of the said payment and (ii) there shall become and be absolutely due and payable by Borrowers to Agent, LC Issuer or such Lender on the date on which the said payment shall become such amount becomes due and payable, payable hereunder and Borrowers hereby promise to pay to Agent, LC Issuer or such Lender on such datein Dollars, such additional amount as shall be necessary to enable Agent, LC Issuer or such Lender the Bank to receive the same net amount which Agent, LC Issuer or such Lender it would have received on such due date had no such obligation been imposed by lawupon the Borrower. Anything in this Section 2.9 to If the contrary notwithstanding, the foregoing provisions of this Section 2.9 shall not apply in the case of Bank is at any deductions or withholdings made in respect of Taxes charged upon or by reference to the overall net income, profits or gains of Agent, LC Issuer or any Lender. Each Lender that is entitled to an exemption from or reduction in withholding Tax under the jurisdiction in which a Borrower is locatedtime, or any treaty to which such permitted assignee of the Bank hereunder (an "Assignee"), is organized under the laws of any jurisdiction is a partyother than the United States or any state or other political subdivision thereof, with respect to payments under this Agreement the Bank or the Assignee shall deliver to Borrowers (with the Borrower on the date it becomes a copy party to Agent)this Agreement, and at such other times as may be necessary in the times prescribed by applicable lawdetermination of the Borrower in its reasonable discretion, such certificates, documents or other evidence, properly completed and duly executed documentation prescribed by applicable law the Bank or reasonably requested the Assignee (including, without limitation, Internal Revenue Service Form 1001 or Form 4224 or any other certificate or statement of exemption required by Borrowers as will permit such Treasury Regulations Section 1.1441-4(a) or Section 1.1441-6(c) or any successor thereto) to establish that the Bank or the Assignee is not subject to deduction or withholding of United States Federal Income Tax under Section 1441 or 1442 of the Internal Revenue Code or otherwise (or under any comparable provisions of any successor statute) with respect to any payments to the Bank or the Assignee of principal, interest, fees or other amounts payable hereunder. Borrower shall not be made without withholding required to pay any additional amount to the Bank or any Assignee under this Section 2.14 if the Bank or such Assignee shall have failed to satisfy the requirements of the immediately preceding sentence; provided that if the Bank or any Assignee shall have satisfied such -------- requirements on the date it became a party to this Agreement, nothing in this Section 2.14 shall relieve Borrower of its obligation to pay any additional amounts pursuant to this Section 2.14 in the event that, as a result of any change in applicable law, the Bank or such Assignee is no longer properly entitled to deliver certificates, documents or other evidence at a reduced ratesubsequent date establishing the fact that the Bank or the Assignee is not subject to withholding as described in the immediately preceding sentence.

Payments to be Free of Deductions. Each payment to be made All payments by Borrowers to Agent or any Lender the Borrower under this Agreement, any Note or any of the other Loan Documents Agreement shall be made in accordance with Section 2.8, without set-off setoff or counterclaim and free and clear of of, and without deduction for, any deduction taxes (other than any taxes imposed on or measured by the gross income or profits of any kind for any Taxesthe Bank), levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any country or any political subdivision thereof or any taxing or other authority therein, therein unless Borrowers are the Borrower is compelled by law to make any such deduction or withholding. If any such obligation to deduct or withhold is imposed upon Borrowers the Borrower with respect to any such payment amount payable by Borrowers it hereunder, it will pay to Agent or any Lenderthe Bank, (i) Borrowers shall be permitted to make the deduction or withholding required by law in respect of the said payment and (ii) there shall become and be absolutely due and payable by Borrowers to Agent, LC Issuer or such Lender on the date on which the said payment shall become such amount becomes due and payable, payable hereunder and Borrowers hereby promise to pay to Agent, LC Issuer or such Lender on such datein Dollars, such additional amount as shall be necessary to enable Agent, LC Issuer or such Lender the Bank to receive the same net amount which Agent, LC Issuer or such Lender it would have received on such due date had no such obligation been imposed by lawupon the Borrower. Anything in this Section 2.9 to If the contrary notwithstanding, the foregoing provisions of this Section 2.9 shall not apply in the case of Bank is at any deductions or withholdings made in respect of Taxes charged upon or by reference to the overall net income, profits or gains of Agent, LC Issuer or any Lender. Each Lender that is entitled to an exemption from or reduction in withholding Tax under the jurisdiction in which a Borrower is locatedtime, or any treaty to which such permitted assignee of the Bank hereunder (an "Assignee"), is organized under the laws of any jurisdiction is a partyother than the United States or any state or other political subdivision thereof, with respect to payments under this Agreement the Bank or the Assignee shall deliver to Borrowers (with the Borrower on the date it becomes a copy party to Agent)this Agreement, and at such other times as may be necessary in the times prescribed by applicable lawdetermination of the Borrower in its reasonable discretion, such certificates, documents or other evidence, properly completed and duly executed documentation prescribed by applicable law the Bank or reasonably requested the Assignee (including, without limitation, Internal Revenue Service Form 1001 or Form 4224 or any other certificate or statement of exemption required by Borrowers as will permit such Treasury Regulations Section 1.1441-4(a) or Section 1.1441-6(c) or any successor thereto) to establish that the Bank or the Assignee is not subject to deduction or withholding of United States Federal Income Tax under Section 1441 or 1442 of the Internal Revenue Code or otherwise (or under any comparable provisions of any successor statute) with respect to any payments to the Bank or the Assignee of principal, interest, fees or other amounts payable hereunder. Borrower shall not be made without withholding required to pay any additional amount to the Bank or any Assignee under this Section 2.13 if the Bank or such Assignee shall have failed to satisfy the requirements of the immediately preceding sentence; provided that if the Bank or any Assignee shall have satisfied such requirements on the date it became a party to this Agreement, nothing in this Section 2.13 shall relieve Borrower of its obligation to pay any additional amounts pursuant to this Section 2.13 in the event that, as a result of any change in applicable law, the Bank or such Assignee is no longer properly entitled to deliver certificates, documents or other evidence at a reduced ratesubsequent date establishing the fact that the Bank or the Assignee is not subject to withholding as described in the immediately preceding sentence.

Payments to be Free of Deductions. Each payment to be made payable by Borrowers Borrower to Agent or any Lender under this Agreement, any Note Note, or any of the other Loan Documents shall be made in accordance with Section 2.82.7 hereof, without set-off or counterclaim and free and clear of and without any deduction of any kind for any Taxestaxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any political subdivision or any taxing or other authority therein, unless Borrowers are Borrower is compelled by law to make any such deduction or withholding. If In the event that any such obligation to deduct or withhold is imposed upon Borrowers Borrower with respect to any such payment payable by Borrowers Borrower to Agent or any Lender, (ia) Borrowers Borrower shall be permitted to make the deduction or withholding required by law in respect of the said payment payment, and (iib) there shall become and be absolutely due and payable by Borrowers Borrower to Agent, LC Issuer Agent or such Lender on the date on which the said payment shall become due and payable, payable and Borrowers Borrower hereby promise promises to pay to Agent, LC Issuer Agent or such Lender on such date, such additional amount as shall be necessary to enable Agent, LC Issuer Agent or such Lender to receive the same net amount which Agent, LC Issuer Agent or such Lender would have received on such due date had no such obligation been imposed by law. Anything in this Section 2.9 2.8 to the contrary notwithstanding, the foregoing provisions of this Section 2.9 2.8 shall not apply in the case of any deductions or withholdings made in respect of Taxes taxes charged upon or by reference to the overall net income, profits or gains of Agent, LC Issuer Agent or any Lender. Each Borrower shall have no obligation to make any payment pursuant to this Section 2.8 with respect to any Lender that who is entitled not a party hereto on the Closing Date unless (i) no such payments would be payable to an exemption from or reduction in withholding Tax any such Lender on the date it becomes a party hereto and no such payments could be reasonably expected to be payable to such Lender and (ii) if such Lender is organized under the jurisdiction in which laws of a Borrower is locatedforeign jurisdiction, or any treaty to which such jurisdiction is a party, exempt from United States withholding tax and such Lender has provided Borrower with respect an Internal Revenue Form 4224 or Form 1001 or other certificate of document required under United States law to payments under this Agreement shall deliver establish entitlement to Borrowers (with a copy to Agent), at the times prescribed by applicable law, properly completed and executed documentation prescribed by applicable law or reasonably requested by Borrowers as will permit such payments to be made without withholding or at a reduced rateexemption.

Payments to be Free of Deductions. Each payment to be made (a) All payments by Borrowers to Agent or any Lender under this Agreement, any Note or any of on the other Loan Documents Liabilities (including LIBOR Advances) shall be made in accordance with Section 2.8, without set-off or counterclaim counterclaim, and free and clear of and without any deduction of any kind for any Taxestaxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any country or any political subdivision thereof or any taxing or other authority therein, therein (unless Borrowers are compelled any Borrower is required by law to make any such deduction or withholding), excluding, in the case of Agent and each Lender, taxes that are imposed on its overall net income by the United States and taxes that are imposed on its overall net income (and franchise taxes imposed in lieu thereof) by the state or foreign jurisdiction under the laws of which such Person is organized or any political subdivision thereof (all such non-excluded taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions in respect of payments on the Liabilities being hereinafter referred to as "Taxes"). If any such obligation to deduct or withhold is imposed upon Borrowers any Borrower with respect to any such payment amount payable by it hereunder, Borrowers shall pay to Agent or any Lender, (i) Borrowers shall be permitted to make for their benefit and the deduction or withholding required by law in respect benefits of the said payment and (ii) there shall become and be absolutely due and payable by Borrowers to Agent, LC Issuer or such Lender Lenders on the date on which the said payment shall become such amount becomes due and payable, payable hereunder and Borrowers hereby promise to pay to Agent, LC Issuer or such Lender on such datein United States Dollars, such additional amount as shall be necessary to enable Agent, LC Issuer or such Agent and each Lender to receive the same net amount which Agent, LC Issuer or such Lender it would have received on such due date had no such obligation been imposed upon Borrowers. If any Borrower shall be required by lawlaw to make such deduction or withholding it will deliver to Agent or such Lender, as applicable, tax receipts or other appropriate evidence of payment. Anything in In addition, Borrowers shall pay any present or future stamp, documentary, excise, property, intangible, mortgage recording or similar taxes, charges or levies that arise from any payment made by any Borrower on the Liabilities or from the execution, delivery or registration of, performance under, or otherwise with respect to, this Section 2.9 Agreement or the other Financing Agreements (hereinafter referred to the contrary notwithstandingas "Other Taxes"). Borrowers shall, the foregoing provisions of this Section 2.9 shall not apply in the case of any deductions or withholdings made in respect of Taxes charged upon or after demand by reference to the overall net income, profits or gains of Agent, LC Issuer Agent or any Lender. Each , jointly and severally indemnify such Person for and hold such Person harmless against the full amount of Taxes and Other Taxes, and for the full amount of taxes of any kind imposed or asserted by any jurisdiction on amounts payable under this Section 2.14, imposed on or paid by Lender that is entitled and any liability (including penalties, additions to an exemption from tax, interest and expenses) arising therefrom or reduction in withholding Tax under the jurisdiction in which a Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to Borrowers (with a copy to Agent), at the times prescribed by applicable law, properly completed and executed documentation prescribed by applicable law or reasonably requested by Borrowers as will permit such payments to be made without withholding or at a reduced ratethereto.

Payments to be Free of Deductions. Each payment to be made payable by Borrowers and any other Credit Party to Agent or any Lender under this Agreement, any Note Note, or any of the other Loan Documents shall be made in accordance with Section 2.82.7 hereof, without set-off or counterclaim and free and clear of and without any deduction of any kind for any Taxestaxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any political subdivision or any taxing or other authority therein, unless Borrowers are a Borrower or such other Credit Party is compelled by law to make any such deduction or withholding. If In the event that any such obligation to deduct or withhold is imposed upon Borrowers a Borrower or such other Credit Party with respect to any such payment payable by Borrowers to Agent or any Lender, (ia) Borrowers such Borrower or other Credit Party shall be permitted to make the deduction or withholding required by law in respect of the said payment payment, and (iib) there shall become and be absolutely due and payable by Borrowers such Borrower or other Credit Party to Agent, LC Issuer Agent or such Lender on the date on which the said payment shall become due and payable, payable and Borrowers hereby promise to pay to Agent, LC Issuer Agent or such Lender on such date, such additional amount as shall be necessary to enable Agent, LC Issuer Agent or such Lender to receive the same net amount which Agent, LC Issuer Agent or such Lender would have received on such due date had no such obligation been imposed by law. Anything in this Section 2.9 2.8 to the contrary notwithstanding, the foregoing provisions of this Section 2.9 2.8 shall not apply in the case of any deductions or withholdings made in respect of Taxes taxes charged upon or by reference to the overall net income, profits or gains of Agent, LC Issuer Agent or any Lender. Each No Borrower or other Credit Party shall have any obligation to make any payment pursuant to this Section 2.8 with respect to any Lender that who is entitled not a party hereto on the Closing Date unless (i) no such payments would be payable to an exemption from or reduction in withholding Tax any such Lender on the date it becomes a party hereto and no such payments could be reasonably expected to be payable to such Lender and (ii) if such Lender is organized under the jurisdiction in which laws of a Borrower is locatedforeign jurisdiction, or any treaty to which such jurisdiction is a party, exempt from United States withholding tax and such Lender has provided Borrowers with respect an Internal Revenue Form 4224 or Form 1001 or other certificate of document required under United States law to payments under this Agreement shall deliver establish entitlement to Borrowers (with a copy to Agent), at the times prescribed by applicable law, properly completed and executed documentation prescribed by applicable law or reasonably requested by Borrowers as will permit such payments to be made without withholding or at a reduced rateexemption.

Payments to be Free of Deductions. Each payment to be made All payments by Borrowers to Agent or any Lender the Borrower under this Agreement, any Note or any of the other Loan Documents Agreement shall be made in accordance with Section 2.8, without set-off or counterclaim and free and clear of and without any deduction of any kind for any Taxestaxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any country or any political subdivision thereof or any taxing or other authority therein, therein unless Borrowers are the Borrower is compelled by law to make any such deduction or withholding. If any such obligation to deduct or withhold is imposed upon Borrowers the Borrower with respect to any such payment amount payable by Borrowers it hereunder, the Borrower will pay to the Administrative Agent or any Lender, (i) Borrowers shall be permitted to make for the deduction or withholding required by law in respect accounts of the said payment and (ii) there shall become and be absolutely due and payable by Borrowers to AgentBanks, LC Issuer or such Lender on the date on which the said payment shall become amount becomes due and payable, and Borrowers hereby promise to pay to Agent, LC Issuer or such Lender on such datepayable hereunder, such additional amount as shall be necessary to enable Agenteach Bank, LC Issuer or in such Lender Bank’s good faith determination after consideration of any recoveries with respect to such amount, to receive the same net amount which Agent, LC Issuer or such Lender it would have received on such due date had no such obligation been imposed by law. Anything in this Section 2.9 to upon the contrary notwithstandingBorrower; provided, the foregoing provisions of this Section 2.9 shall not apply in the case however, that no such additional amount need be paid as a result of any deductions withholding tax described in Section s 1441, 1442 or withholdings made in respect 3406 of Taxes charged upon or by reference to the overall net income, profits or gains of Agent, LC Issuer or any Lender. Each Lender that is entitled to an exemption from or reduction in withholding Tax under the jurisdiction in which a Borrower is locatedCode, or any treaty comparable or succeeding provision of any legislation that amends, supplements or replaces any such Section , or as a result of any tax, levy, impost, duty, charge, fee, deduction or withholding that results from any noncompliance by a Bank with any federal, state or foreign law or from any failure by a Bank to file or furnish any report, return, statement or form the filing of which would eliminate such jurisdiction is a partytax, impost, duty, deduction or withholding. The Borrower will deliver promptly to the Banks certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments under this Agreement shall deliver to Borrowers (with a copy to Agent), at made by the times prescribed by applicable law, properly completed and executed documentation prescribed by applicable law or reasonably requested by Borrowers as will permit such payments to be made without withholding or at a reduced rateBorrower hereunder.

Payments to be Free of Deductions. Each payment to be made All payments by Borrowers to Agent or any Lender the Borrower under this Agreement, any Note or any of the other Loan Documents Agreement shall be made in accordance with Section 2.8, without set-off setoff or counterclaim and free and clear of of, and without deduction for, any deduction taxes (other than any taxes imposed on or measured by the gross income or profits of any kind for any TaxesBank), levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any country or any political subdivision thereof or any taxing or other authority therein, therein unless Borrowers are the Borrower is compelled by law to make any such deduction or withholding. If any such obligation to deduct or withhold is imposed upon Borrowers the Borrower with respect to any such payment amount payable by Borrowers it hereunder, it will pay to Agent or any Lender, (i) Borrowers shall be permitted to make the deduction or withholding required by law in respect of the said payment and (ii) there shall become and be absolutely due and payable by Borrowers to Agent, LC Issuer or such Lender on the date on which the said payment shall become such amount becomes due and payable, payable hereunder and Borrowers hereby promise to pay to Agent, LC Issuer or such Lender on such datein Dollars, such additional amount as shall be necessary to enable Agent, LC Issuer or such Lender each Bank to receive the same net amount which Agent, LC Issuer or such Lender it would have received on such due date had no such obligation been imposed by lawupon the Borrower. Anything in this Section 2.9 to the contrary notwithstanding, the foregoing provisions of this Section 2.9 shall not apply in the case of If any deductions or withholdings made in respect of Taxes charged upon or by reference to the overall net income, profits or gains of Agent, LC Issuer or any Lender. Each Lender that is entitled to an exemption from or reduction in withholding Tax under the jurisdiction in which a Borrower is locatedBank, or any treaty to which permitted assignee of such Bank hereunder (an "Assignee"), at any time, is organized under the laws of any jurisdiction is a partyother than the United States or any state or other political subdivision thereof, with respect to payments under this Agreement such Bank or the Assignee shall deliver to Borrowers (with the Borrower and the Agent on the date it becomes a copy party to Agent)this Agreement, and at such other times as may be necessary in the times prescribed by applicable lawdetermination of the Borrower in its reasonable discretion, such certificates, documents or other evidence, properly completed and duly executed documentation prescribed by applicable law such Bank or reasonably requested the Assignee (including, without limitation, Internal Revenue Service Form 1001 or Form 4224 or any other certificate or statement of exemption required by Borrowers as will permit Treasury Regulations Section 1.1441-4(a) or Section 1.1441-6(c) or any successor thereto) to establish that such Bank or the Assignee is not subject to deduction or withholding of United States Federal Income Tax under Section 1441 or 1442 of the Internal Revenue Code or otherwise (or under any comparable provisions of any successor statute) with respect to any payments to such Bank or the Assignee of principal, interest, fees or other amounts payable hereunder. The Borrower shall not be made without withholding required to pay any additional amount to such Bank or any Assignee under this Section 2.14 if such Bank or such Assignee shall have failed to satisfy the requirements of the immediately preceding sentence; provided that any Bank or any Assignee shall have satisfied such requirements on the date it became a party to this Agreement, nothing in this Section 2.14 shall relieve the Borrower of its obligation to pay any additional amounts pursuant to this Section 2.14 in the event that, as a result of any change in applicable law, such Bank or such Assignee is no longer properly entitled to deliver certificates, documents or other evidence at a reduced ratesubsequent date establishing the fact that such Bank or such Assignee is not subject to withholding as described in the immediately preceding sentence.

Payments to be Free of Deductions. Each payment to be made All payments by Borrowers to Agent or any Lender the Borrower under this Agreement, any Note or any of the other Loan Documents Agreement shall be made in accordance with Section 2.8, without set-off setoff or counterclaim and free and clear of of, and without deduction for, any deduction taxes (other than any taxes imposed on or measured by the gross income or profits of any kind for any TaxesBank or applicable Lending Office thereof), levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any country or any political subdivision thereof or any taxing or other authority therein, therein unless Borrowers are the Borrower is compelled by law to make any such deduction or withholding. If any such obligation to deduct or withhold is imposed upon Borrowers the Borrower with respect to any such payment amount payable by Borrowers to Agent or any Lenderit hereunder, (i) Borrowers shall be permitted to make the deduction or withholding required by law in respect of the said payment and (ii) there shall become and be absolutely due and payable by Borrowers it will pay to Agent, LC Issuer or such Lender on the date on which the said payment shall become such amount becomes due and payable, payable hereunder and Borrowers hereby promise to pay to Agent, LC Issuer or such Lender on such datein Dollars, such additional amount as shall be necessary to enable Agent, LC Issuer or such Lender each Bank to receive the same net amount which Agent, LC Issuer or such Lender it would have received on such due date had no such obligation been imposed by lawupon the Borrower. Anything in this Section 2.9 to the contrary notwithstandingIf, the foregoing provisions of this Section 2.9 shall not apply in the case of at any deductions or withholdings made in respect of Taxes charged upon or by reference to the overall net incometime, profits or gains of Agent, LC Issuer or any Lender. Each Lender that is entitled to an exemption from or reduction in withholding Tax under the jurisdiction in which a Borrower is locatedBank, or any treaty to which permitted assignee of such Bank hereunder (an "Assignee"), is organized under the laws of any jurisdiction is a partyother than the United States or any state or other political subdivision thereof, with respect to payments under this Agreement such Bank or the Assignee shall deliver to Borrowers (with the Borrower, through the Agent, on the date it becomes a copy party to Agent)this Agreement, and at such other times as may be necessary in the times prescribed by applicable lawdetermination of the Borrower in its reasonable discretion, such certificates, documents or other evidence, properly completed and duly executed documentation prescribed by applicable law such Bank or reasonably requested the Assignee (including, without limitation, Internal Revenue Service Form 1001 or Form 4224 or any other certificate or statement of exemption required by Borrowers as will permit Treasury Regulations Section 1.1441-4(a) or Section 1.1441-6(c) or any successor thereto) to establish that such Bank or the Assignee is not subject to deduction or withholding of United States Federal Income Tax under Section 1441 or 1442 of the Internal Revenue Code or otherwise (or under any comparable provisions of any successor statute) with respect to any payments to such Bank or the Assignee of principal, interest, fees or other amounts payable hereunder. The Borrower shall not be made without withholding required to pay any additional amount to such Bank or any Assignee under this Section 2.14 if such Bank or such Assignee shall have failed to satisfy the requirements of the immediately preceding sentence; PROVIDED that if any Bank or any Assignee shall have satisfied such requirements on the date it became a party to this Agreement, nothing in this Section 2.14 shall relieve Borrower of its obligation to pay any additional amounts pursuant to this Section 2.14 in the event that, as a result of any change in applicable law, such Bank or such Assignee is no longer properly entitled to deliver certificates, documents or other evidence at a reduced ratesubsequent date establishing the fact that such Bank or the Assignee is not subject to withholding as described in the immediately preceding sentence.

Payments to be Free of Deductions. Each payment to be made All payments by Borrowers to Agent or any Lender the Borrower under this Agreement, any Note or any of the other Loan Documents Agreement shall be made in accordance with Section 2.8, without set-off setoff or counterclaim and free and clear of of, and without deduction for, any deduction taxes (other than any taxes imposed on or measured by the gross income or profits of any kind for any Taxesthe Lender), levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any country or any political subdivision thereof or any taxing or other authority therein, therein unless Borrowers are the Borrower is compelled by law to make any such deduction or withholding. If any such obligation to deduct or withhold is imposed upon Borrowers the Borrower with respect to any such payment amount payable by Borrowers it hereunder, it will pay (subject to Agent or any Applicable Law) to the Lender, (i) Borrowers shall be permitted to make the deduction or withholding required by law in respect of the said payment and (ii) there shall become and be absolutely due and payable by Borrowers to Agent, LC Issuer or such Lender on the date on which the said payment shall become such amount becomes due and payable, payable hereunder and Borrowers hereby promise to pay to Agent, LC Issuer or such Lender on such datein Dollars, such additional amount as shall be necessary to enable Agent, LC Issuer or such the Lender to receive the same net amount which Agent, LC Issuer or such Lender it would have received on such due date had no such obligation been imposed by lawupon the Borrower. Anything in this Section 2.9 to If the contrary notwithstanding, the foregoing provisions of this Section 2.9 shall not apply in the case of Lender is at any deductions or withholdings made in respect of Taxes charged upon or by reference to the overall net income, profits or gains of Agent, LC Issuer or any Lender. Each Lender that is entitled to an exemption from or reduction in withholding Tax under the jurisdiction in which a Borrower is locatedtime, or any treaty to which such permitted assignee of the Lender hereunder (an “Assignee”), is organized under the laws of any jurisdiction is a partyother than the United States or any state or other political subdivision thereof, with respect to payments under this Agreement the Lender or the Assignee shall deliver to Borrowers (with the Borrower on the date it becomes a copy party to Agent)this Agreement, and at such other times as may be necessary in the times prescribed by applicable lawdetermination of the Borrower in its reasonable discretion, such certificates, documents or other evidence, properly completed and duly executed documentation prescribed by applicable law the Lender or reasonably requested the Assignee (including, without limitation, Internal Revenue Service Form 1001 or Form 4224 or any other certificate or statement of exemption required by Borrowers as will permit such Treasury Regulations Section 1.1441-4(a) or Section 1.1441-6(c) or any successor thereto) to establish that the Lender or the Assignee is not subject to deduction or withholding of United States Federal Income Tax under Section 1441 or 1442 of the Internal Revenue Code or otherwise (or under any comparable provisions of any successor statute) with respect to any payments to the Lender or the Assignee of principal, interest, fees or other amounts payable hereunder. Borrower shall not be made without withholding required to pay any additional amount to the Lender or any Assignee under this Section if the Lender or such Assignee shall have failed to satisfy the requirements of the immediately preceding sentence; provided that if the Lender or any Assignee shall have satisfied such requirements on the date it became a party to this Agreement, nothing in this Section shall relieve Borrower of its obligation to pay any additional amounts pursuant to this Section in the event that, as a result of any change in applicable law, the Lender or such Assignee is no longer properly entitled to deliver certificates, documents or other evidence at a reduced ratesubsequent date establishing the fact that the Lender or the Assignee is not subject to withholding as described in the immediately preceding sentence.

Payments to be Free of Deductions. Each payment to be made payable by Borrowers a Borrower to Agent or any Lender under this Agreement, any Note Note, or any of the other Loan Documents shall be made in accordance with Section 2.82.7 hereof, without set-off or counterclaim and free and clear of and without any deduction of any kind for any Taxestaxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any political subdivision or any taxing or other authority therein, unless Borrowers are a Borrower is compelled by law to make any such deduction or withholding. If In the event that any such obligation to deduct or withhold is imposed upon Borrowers a Borrower with respect to any such payment payable by Borrowers a Borrower to Agent or any Lender, (iLender,(a) Borrowers each Borrower shall be permitted to make the deduction or withholding required by law in respect of the said payment payment, and (iib) there shall become and be absolutely due and payable by Borrowers such Borrower to Agent, LC Issuer Agent or such Lender on the date on which the said payment shall become due and payable, payable and Borrowers each Borrower hereby promise promises to pay to Agent, LC Issuer Agent or such Lender on such date, such additional amount as shall be necessary to enable Agent, LC Issuer Agent or such Lender to receive the same net amount which Agent, LC Issuer Agent or such Lender would have received on such due date had no such obligation been imposed by law. Anything in this Section 2.9 2.8 to the contrary notwithstanding, the foregoing provisions of this Section 2.9 2.8 shall not apply in the case of any deductions or withholdings made in respect of Taxes taxes charged upon or by reference to the overall net income, profits or gains of Agent, LC Issuer Agent or any Lender. Each Borrowers shall have no obligation to make any payment pursuant to this Section 2.8 with respect to any Lender that who is entitled not a party hereto on the Closing Date unless (i) no such payments would be payable to an exemption from or reduction in withholding Tax any such Lender on the date it becomes a party hereto and no such payments could be reasonably expected to be payable to such Lender and (ii) if such Lender is organized under the jurisdiction in which laws of a Borrower is locatedforeign jurisdiction, or any treaty to which such jurisdiction is a party, exempt from United States withholding tax and such Lender has provided any Borrower with respect an Internal Revenue Form 4224 or Form 1001 or other certificate of document required under United States law to payments under this Agreement shall deliver establish entitlement to Borrowers (with a copy to Agent), at the times prescribed by applicable law, properly completed and executed documentation prescribed by applicable law or reasonably requested by Borrowers as will permit such payments to be made without withholding or at a reduced rateexemption.

Payments to be Free of Deductions. Each payment to be made payable by Borrowers to Agent or any Lender under this Agreement, any Note Note, or any of the other Loan Documents shall be made in accordance with Section 2.82.7 hereof, without set-off or counterclaim and free and clear of and without any deduction of any kind for any Taxestaxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any political subdivision or any taxing or other authority therein, unless Borrowers are compelled by law to make any such deduction or withholding. If In the event that any such obligation to deduct or withhold is imposed upon Borrowers with respect to any such payment payable by Borrowers to Agent or any Lender, (ia) Borrowers shall be permitted to make the deduction or withholding required by law in respect of the said payment payment, and (iib) there shall become and be absolutely due and payable by Borrowers to Agent, LC Issuer Agent or such Lender on the date on which the said payment shall become due and payable, payable and Borrowers hereby promise to pay to Agent, LC Issuer Agent or such Lender on such date, such additional amount as shall be necessary to enable Agent, LC Issuer Agent or such Lender to receive the same net amount which Agent, LC Issuer Agent or such Lender would have received on such due date had no such obligation been imposed by law. Anything in this Section 2.9 2.8 to the contrary notwithstanding, the foregoing provisions of this Section 2.9 2.8 shall not apply in the case of any deductions or withholdings made in respect of Taxes taxes charged upon or by reference to the overall net income, profits or gains of Agent, LC Issuer Agent or any Lender. Each Borrowers shall have no obligation to make any payment pursuant to this Section 2.8 with respect to any Lender that who is entitled not a party hereto on the Closing Date unless no such payments would be payable to an exemption from or reduction in withholding Tax any such Lender on the date it becomes a party hereto and no such payments could be reasonably expected to be payable to such Lender and if such Lender is organized under the jurisdiction in which laws of a Borrower is locatedforeign jurisdiction, or any treaty to which such jurisdiction is a party, exempt from United States withholding tax and such Lender has provided Borrowers with respect an Internal Revenue Form 4224 or Form 1001 or other certificate of document required under United States law to payments under this Agreement shall deliver establish entitlement to Borrowers (with a copy to Agent), at the times prescribed by applicable law, properly completed and executed documentation prescribed by applicable law or reasonably requested by Borrowers as will permit such payments to be made without withholding or at a reduced rateexemption.

Payments to be Free of Deductions. Each payment to be made payable by Borrowers to Agent or any Lender under this Agreement, any Note Note, or any of the other Loan Documents shall be made in accordance with Section 2.82.7 hereof, without set-off or counterclaim and free and clear of and without any deduction of any kind for any Taxestaxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any political subdivision or any taxing or other authority therein, unless Borrowers are compelled by law to make any such deduction or withholding. If In the event that any such obligation to deduct or withhold is imposed upon Borrowers with respect to any such payment payable by Borrowers to Agent or any Lender, (ia) Borrowers shall be permitted to make the deduction or withholding required by law in respect of the said payment payment, and (iib) there shall become and be absolutely due and payable by Borrowers to Agent, LC Issuer Agent or such Lender on the date on which the said payment shall become due and payable, payable and Borrowers hereby promise to pay to Agent, LC Issuer Agent or such Lender on such date, such additional amount as shall be necessary to enable Agent, LC Issuer Agent or such Lender to receive the same net amount which Agent, LC Issuer Agent or such Lender would have received on such due date had no such obligation been imposed by law. Anything in this Section 2.9 2.8 to the contrary notwithstanding, the foregoing provisions of this Section 2.9 2.8 shall not apply in the case of any deductions or withholdings made in respect of Taxes taxes charged upon or by reference to the overall net income, profits or gains of Agent, LC Issuer Agent or any Lender. Each Borrowers shall have no obligation to make any payment pursuant to this Section 2.8 with respect to any Lender that who is entitled not a party hereto on the Closing Date unless (i) no such payments would be payable to an exemption from or reduction in withholding Tax any such Lender on the date it becomes a party hereto and no such payments could be reasonably expected to be payable to such Lender and (ii) if such Lender is organized under the jurisdiction in which laws of a Borrower is locatedforeign jurisdiction, or any treaty to which such jurisdiction is a party, exempt from United States withholding tax and such Lender has provided Borrowers with respect an Internal Revenue Form 4224 or Form 1001 or other certificate of document required under United States law to payments under this Agreement shall deliver establish entitlement to Borrowers (with a copy to Agent), at the times prescribed by applicable law, properly completed and executed documentation prescribed by applicable law or reasonably requested by Borrowers as will permit such payments to be made without withholding or at a reduced rateexemption.

Payments to be Free of Deductions. Each payment to be made payable by Borrowers a Borrower to Agent or any Lender under this Agreement, any Note Revolving Credit Note, or any of the other Loan Documents shall be made in accordance with Section 2.82.8 hereof, without set-off or counterclaim and free and clear of and without any deduction of any kind for any Taxestaxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any political subdivision or any taxing or other authority therein, unless Borrowers are a Borrower is compelled by law to make any such deduction or withholding. If In the event that any such obligation to deduct or withhold is imposed upon Borrowers a Borrower with respect to any such payment payable by Borrowers a Borrower to Agent or any Lender, (ia) Borrowers each Borrower shall be permitted to make the deduction or withholding required by law in respect of the said payment payment, and (iib) there shall become and be absolutely due and payable by Borrowers such Borrower to Agent, LC Issuer Agent or such Lender on the date on which the said payment shall become due and payable, payable and Borrowers each Borrower hereby promise promises to pay to Agent, LC Issuer Agent or such Lender on such date, such additional amount as shall be necessary to enable Agent, LC Issuer Agent or such Lender to receive the same net amount which Agent, LC Issuer Agent or such Lender would have received on such due date had no such obligation been imposed by law. Anything in this Section 2.9 to the contrary notwithstanding, the foregoing provisions of this Section 2.9 shall not apply in the case of any deductions or withholdings made in respect of Taxes taxes charged upon or by reference to the overall net income, profits or gains of Agent, LC Issuer Agent or any Lender. Each Borrowers shall have no obligation to make any payment pursuant to this Section 2.9 with respect to any Lender that who is entitled not a party hereto on the Closing Date unless (i) no such payments would be payable to an exemption from or reduction in withholding Tax any such Lender on the date it becomes a party hereto and no such payments could be reasonably expected to be payable to such Lender and (ii) if such Lender is organized under the jurisdiction in which laws of a Borrower is locatedforeign jurisdiction, or any treaty to which such jurisdiction is a party, exempt from United States withholding tax and such Lender has provided any Borrower with respect an Internal Revenue Form 4224 or Form 1001 or other certificate of document required under United States law to payments under this Agreement shall deliver establish entitlement to Borrowers (with a copy to Agent), at the times prescribed by applicable law, properly completed and executed documentation prescribed by applicable law or reasonably requested by Borrowers as will permit such payments to be made without withholding or at a reduced rateexemption.

Payments to be Free of Deductions. Each payment to be made All payments by Borrowers to Agent or any Lender the Borrower under this Agreement, any Note or any of the other Loan Documents Agreement shall be made in accordance with Section 2.8, without set-off setoff or counterclaim and free and clear of of, and without deduction for, any deduction taxes (other than any taxes imposed on or measured by the gross income or profits of any kind for any Taxesthe Bank), levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any country or any political subdivision thereof or any taxing or other authority therein, therein unless Borrowers are the Borrower is compelled by law to make any such deduction or withholding. If any such obligation to deduct or withhold is imposed upon Borrowers the Borrower with respect to any such payment amount payable by Borrowers it hereunder, it will pay to Agent or any Lenderthe Bank, (i) Borrowers shall be permitted to make the deduction or withholding required by law in respect of the said payment and (ii) there shall become and be absolutely due and payable by Borrowers to Agent, LC Issuer or such Lender on the date on which the said payment shall become such amount becomes due and payable, payable hereunder and Borrowers hereby promise to pay to Agent, LC Issuer or such Lender on such datein Dollars, such additional amount as shall be necessary to enable Agent, LC Issuer or such Lender the Bank to receive the same net amount which Agent, LC Issuer or such Lender it would have received on such due date had no such obligation been imposed by lawupon the Borrower. Anything in this Section 2.9 to If the contrary notwithstanding, the foregoing provisions of this Section 2.9 shall not apply in the case of Bank is at any deductions or withholdings made in respect of Taxes charged upon or by reference to the overall net income, profits or gains of Agent, LC Issuer or any Lender. Each Lender that is entitled to an exemption from or reduction in withholding Tax under the jurisdiction in which a Borrower is locatedtime, or any treaty to which such permitted assignee of the Bank hereunder (an "Assignee"), is organized under the laws of any jurisdiction is a partyother than the United States or any state or other political subdivision thereof, with respect to payments under this Agreement the Bank or the Assignee shall deliver to Borrowers (with the Borrower on the date it becomes a copy party to Agent)this Agreement, and at such other times as may be necessary in the times prescribed by applicable lawdetermination of the Borrower in its reasonable discretion, such certificates, documents or other evidence, properly completed and duly executed documentation prescribed by applicable law the Bank or reasonably requested the Assignee (including, without limitation, Internal Revenue Service Form 1001 or Form 4224 or any other certificate or statement of exemption required by Borrowers as will permit such Treasury Regulations Section 1.1441-4(a) or Section 1.1441-6(c) or any successor thereto) to establish that the Bank or the Assignee is not subject to deduction or withholding of United States Federal Income Tax under Section 1441 or 1442 of the Internal Revenue Code or otherwise (or under any comparable provisions of any successor statute) with respect to any payments to the Bank or the Assignee of principal, interest, fees or other amounts payable hereunder. Borrower shall not be made without withholding required to pay any additional amount to the Bank or any Assignee under this Section 2.14 if the Bank or such Assignee shall have failed to satisfy the requirements of the immediately preceding sentence; provided that if the Bank or any Assignee shall have satisfied such requirements on the date it became a party to this Agreement, nothing in this Section 2.14 shall relieve Borrower of its obligation to pay any additional amounts pursuant to this Section 2.14 in the event that, as a result of any change in applicable law, the Bank or such Assignee is no longer properly entitled to deliver certificates, documents or other evidence at a reduced ratesubsequent date establishing the fact that the Bank or the Assignee is not subject to withholding as described in the immediately preceding sentence.

Payments to be Free of Deductions. Each payment payable by the Borrower to be made by Borrowers to the Agent or any Lender under this Agreement, any Note Note, or any of the other Loan Documents shall be made in accordance with Section 2.82.10 hereof, without set-off or counterclaim and free and clear of and without any deduction of any kind for any Taxestaxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any political subdivision or any taxing or other authority therein, unless Borrowers are the Borrower is compelled by law to make any such deduction or withholding. If any such obligation to deduct or withhold is imposed upon Borrowers the Borrower with respect to any such payment payable by Borrowers the Borrower to the Agent or any Lender, (ia) Borrowers the Borrower shall be permitted to make the deduction or withholding required by law in respect of the said payment payment, and (iib) there shall become and be absolutely due and payable by Borrowers the Borrower to Agent, LC Issuer the Agent or such Lender on the date on which the said payment shall become due and payable, and Borrowers the Borrower hereby promise promises to pay to Agent, LC Issuer the Agent or such Lender on such date, such additional amount as shall be necessary to enable Agent, LC Issuer the Agent or such Lender to receive the same net amount which Agent, LC Issuer the Agent or such Lender would have received on such due date had no such obligation been imposed by law. Anything in this Section 2.9 to the contrary notwithstanding, the foregoing provisions of this Section 2.9 shall not apply in the case of any deductions or withholdings made in respect of Taxes taxes charged upon or by reference to the overall net income, profits or gains of Agent, LC Issuer the Agent or any Lender. Each Lender that is entitled to an exemption from or reduction in withholding Tax under the jurisdiction in which a Borrower is located, (or any treaty transferee or assignee thereof). If Agent or any Lender receives a refund in respect of any taxes which Borrower shall have paid for or on an account of taxes payable by Agent or Lender pursuant to which this Section 2.12, it will promptly notify Borrower of such jurisdiction is a partyrefund and, with respect within ten (10) Business Days after giving Borrower such notice (and promptly upon receipt, if Borrower has applied for such refund), pay such refund to payments Borrower (to the extent of amounts paid by Borrower under this Agreement shall deliver to Borrowers (with a copy to AgentSection 2.12), at the times prescribed by applicable law, properly completed and executed documentation prescribed by applicable law or reasonably requested by Borrowers as will permit such payments to be made without withholding or at a reduced rate.

Payments to be Free of Deductions. Each payment to be made All payments by Borrowers to Agent or any Lender the Borrower under this Agreement, any Note or any of the other Loan Documents Agreement shall be made in accordance with Section 2.8, without set-off setoff or counterclaim and free and clear of of, and without deduction for, any deduction taxes (other than any taxes imposed on or measured by the gross income or profits of any kind for any Taxesthe Bank or applicable Lending Office thereof), levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any country or any political subdivision thereof or any taxing or other authority therein, therein unless Borrowers are the Borrower is compelled by law to make any such deduction or withholding. If any such obligation to deduct or withhold is imposed upon Borrowers the Borrower with respect to any such payment amount payable by Borrowers it hereunder, it will pay to Agent or any Lenderthe Bank, (i) Borrowers shall be permitted to make the deduction or withholding required by law in respect of the said payment and (ii) there shall become and be absolutely due and payable by Borrowers to Agent, LC Issuer or such Lender on the date on which the said payment shall become such amount becomes due and payable, payable hereunder and Borrowers hereby promise to pay to Agent, LC Issuer or such Lender on such datein Dollars, such additional amount as shall be necessary to enable Agent, LC Issuer or such Lender the Bank to receive the same net amount which Agent, LC Issuer or such Lender it would have received on such due date had no such obligation been imposed by lawupon the Borrower. Anything in this Section 2.9 to If the contrary notwithstanding, the foregoing provisions of this Section 2.9 shall not apply in the case of Bank is at any deductions or withholdings made in respect of Taxes charged upon or by reference to the overall net income, profits or gains of Agent, LC Issuer or any Lender. Each Lender that is entitled to an exemption from or reduction in withholding Tax under the jurisdiction in which a Borrower is locatedtime, or any treaty to which such permitted assignee of the Bank hereunder (an "Assignee"), is organized under the laws of any jurisdiction is a partyother than the United States or any state or other political subdivision thereof, with respect to payments under this Agreement the Bank or the Assignee shall deliver to Borrowers (with the Borrower on the date it becomes a copy party to Agent)this Agreement, and at such other times as may be necessary in the times prescribed by applicable lawdetermination of the Borrower in its reasonable discretion, such certificates, documents or other evidence, properly completed and duly executed documentation prescribed by applicable law the Bank or reasonably requested the Assignee (including, without limitation, Internal Revenue Service Form 1001 or Form 4224 or any other certificate or statement of exemption required by Borrowers as will permit such Treasury Regulations Section 1.1441-4(a) or Section 1.1441-6(c) or any successor thereto) to establish that the Bank or the Assignee is not subject to deduction or withholding of United States Federal Income Tax under Section 1441 or 1442 of the Internal Revenue Code or otherwise (or under any comparable provisions of any successor statute) with respect to any payments to the Bank or the Assignee of principal, interest, fees or other amounts payable hereunder. Borrower shall not be made without withholding required to pay any additional amount to the Bank or any Assignee under this Section 2.14 if the Bank or such Assignee shall have failed to satisfy the requirements of the immediately preceding sentence; PROVIDED that if the Bank or any Assignee shall have satisfied such requirements on the date it became a party to this Agreement, nothing in this Section 2.14 shall relieve Borrower of its obligation to pay any additional amounts pursuant to this Section 2.14 in the event that, as a result of any change in applicable law, the Bank or such Assignee is no longer properly entitled to deliver certificates, documents or other evidence at a reduced ratesubsequent date establishing the fact that the Bank or the Assignee is not subject to withholding as described in the immediately preceding sentence.