Common use of Place of Payments, No Set Off Clause in Contracts

Place of Payments, No Set Off. (a) All payments to be made hereunder by the Obligors shall be made on the due dates of such payments to the Agent at its account located at Republic National Bank, in favor of Nedship Bank (America) N.V. Account No. 000 301 787 or to such other place as the Agent may direct, without set-off or counterclaim and free from, clear of and without deduction for, any Taxes, provided, however, that if the Obligors shall at any time be compelled by law to withhold or deduct any Taxes from any amounts payable to the Agent or the Banks hereunder, then, subject to Clause 5.2, the Obligors shall pay such additional amounts in Dollars as may be necessary in order that the net amounts received after withholding or deduction shall equal the amounts which would have been received if such withholding or deduction were not required and, in the event any withholding or deduction is made, whether for Taxes or otherwise, the Obligors shall promptly send to the Banks such documentary evidence with respect to such withholding or deduction as may be required from time to time by any of the Banks. Notwithstanding the preceding sentence, the Obligors shall not be required to pay additional amounts or otherwise indemnify the Agent or the Banks for or on account of: (i) Taxes based on or measured by the overall net income of the Agent or any Bank or Taxes in the nature of franchise taxes or taxes for the privilege of doing business imposed by any jurisdiction or any political subdivision or taxing authority therein unless such are imposed as a result of the activities of the Obligors within the relevant taxing jurisdiction; (ii) Taxes imposed by any jurisdiction or any political subdivision or taxing authority therein on the Agent or any Bank that would not have been imposed but for such entity's being organized in or conducting business in or maintaining a place of business in the relevant taxing jurisdiction, or engaging in activities or transactions in the relevant taxing jurisdiction that are unrelated to the transactions contemplated by the Transaction Documents, but only to the extent such Taxes are not imposed as a result of the activities of any of the Obligors within the relevant taxing jurisdiction or the jurisdiction of any of the Obligors under the laws of the taxing jurisdiction; (iii) Taxes imposed on or with respect to the Agent or a Bank as a result of a transfer, sale, assignment, or other disposition by such entity of any interest in any Transaction Document or any Vessel (other than a transfer pursuant to an exercise of remedies upon an Event of Default); (iv) Taxes imposed on, or with respect to, a transferee (or a subsequent transferee) of an original Bank (and including as such a transferee a Bank whose shares of stock have been transferred or the purchaser of a participation in the Loan) to the extent of the excess of such Tax over the amount of such Tax that would have been imposed on, or with respect to, such original Bank had there not been a transfer, sale, assignment or other disposition of the shares of such original Bank or a transfer, sale, assignment or other disposition by such original Bank of any interest in any Vessel or any Transaction Document (in each case, other than any transfer pursuant to the exercise of remedies as a result of an Event of Default that shall have occurred and be continuing); or (v) Taxes imposed on the Agent or any Bank that would not have been imposed but for any failure of such entity to comply with any return filing requirement or any certification, information, documentation, reporting or other similar requirement known to such entity, if such compliance is required to obtain or establish relief or exemption from or reduction in such Taxes. (b) In the event that any Obligor has actual knowledge that the Obligors are required to, or there arises in any Obligor's reasonable opinion a substantial likelihood that the Obligors will be required to, pay an additional amount or otherwise indemnify the Agent or any Bank for or on account of any Tax pursuant to Clause 5.1(a), such Obligor will promptly notify the Agent or each relevant Bank, as the case may be, of the nature of such Tax, and shall furnish such information to the Agent or each relevant Bank, as the case may be, with respect to such Tax, as the Agent or each relevant Bank, as the case may be, may reasonably request. In the event of any knowledge or opinion of an Obligor described in the preceding sentence, the Obligors, the Agent or each relevant Bank, as the case may be, shall consult in good faith to determine what may be required to avoid or reduce such Tax, and each shall use reasonable efforts to avoid or reduce such Tax (so long as such efforts do not, in the reasonable opinion of any relevant Bank result in any cost to such Bank or any modification of the terms or repayment of the Loan).

Place of Payments, No Set Off. (a) All payments to be made hereunder by the Obligors Borrower shall be made to the Administrative Agent, not later than 11 a.m. New York time (any payment received after 11 a.m. New York time shall be deemed to have been paid on the next Banking Day) on the due dates date of such payments to the Agent payment, at its account office located at Republic National Bank000 Xxxx Xxxxxx, in favor of Nedship Bank (America) N.V. Account No. 000 301 787 Xxx Xxxx, XX 00000-0000 or to such other place office of the Administrative Agent as the Administrative Agent may direct, without set-off or counterclaim and free from, clear of of, and without deduction for, any Non-Excluded Taxes, provided, however, that if the Obligors Borrower shall at any time be compelled by law to withhold or deduct any Non-Excluded Taxes from any amounts payable to the Agent or the Banks Creditors hereunder, then, subject to Clause 5.2, then the Obligors Borrower shall pay such additional amounts in Dollars as may be necessary in order that the net amounts received after withholding or deduction shall equal the amounts which would have been received if such withholding or deduction were not required and, in the event any withholding or deduction is made, whether for Non-Excluded Taxes or otherwise, the Obligors Borrower shall promptly send to the Banks Administrative Agent, as soon as practicable after making such payment and withholding, documentary evidence with respect to of such withholding or deduction as may be required reasonably satisfactory to the Administrative Agent; (b) Each Foreign Lender shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement and from time to time by any thereafter upon the request of the Banks. Notwithstanding the preceding sentence, the Obligors shall not be required to pay additional amounts or otherwise indemnify the Agent Borrower or the Banks for or on account ofAdministrative Agent, but only if such Foreign Lender is legally entitled to do so, whichever of the following documents applies to such Foreign Lender: (i) Taxes based on a properly completed and duly signed United States Internal Revenue Service Form W-8BEN (or measured by the overall net income of the Agent or any Bank or Taxes in the nature of franchise taxes or taxes applicable successor form) that includes such Foreign Lender’s United States federal taxpayer identification number, claiming eligibility for the privilege benefits of doing business imposed by any jurisdiction or any political subdivision or taxing authority therein unless such are imposed as an income tax treaty to which the United States is a result of the activities of the Obligors within the relevant taxing jurisdictionparty; (ii) Taxes imposed a properly completed and duly signed United States Internal Revenue Service Form W-8ECI (or applicable successor form) that includes such Foreign Lender’s United States federal taxpayer identification number; (iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (A) a certificate in the form of Exhibit L and (B) a properly completed and duly signed United States Internal Revenue Service Form W-8BEN (or applicable successor form); or (iv) any other form prescribed by any jurisdiction applicable law as a basis for claiming exemption from, or any political subdivision a reduction in the rate of, United States federal withholding tax, properly completed and duly signed, together with such supplementary documentation as may be prescribed by applicable law or taxing authority therein on regulations to enable the Borrower to determine the withholding or deduction required to be made; (c) The Administrative Agent shall deliver to the Borrower from time to time upon the request of the Borrower a properly completed and duly signed United States Internal Revenue Service Form W-8IMY (or applicable successor form) together with such supplementary documentation as is prescribed by applicable law or regulations to enable the Borrower to determine the withholding or deduction required to be made; (d) If the Administrative Agent or a Lender receives a refund of any Bank that would not have been imposed but Tax paid by the Borrower or for which the Borrower paid any additional amounts pursuant to Section 7.1(a) or for which the Borrower paid an indemnity pursuant to Section 11.2 or 15.1, it shall pay over such entity's being organized in or conducting business in or maintaining a place of business in the relevant taxing jurisdiction, or engaging in activities or transactions in the relevant taxing jurisdiction that are unrelated refund to the transactions contemplated by the Transaction Documents, Borrower (but only to the extent of such Taxes are not imposed as a result Tax, indemnity, or additional amounts paid by the Borrower, net of all out-of-pocket expenses of the activities of Administrative Agent or such Lender and without interest (other than any of the Obligors within interest paid by the relevant taxing jurisdiction or authority with respect to such refund), provided, that the jurisdiction of any Borrower, upon the request of the Obligors under Administrative Agent or such Lender, shall repay such amount to the laws of Administrative Agent or such Lender if and to the extent that the Administrative Agent or such Lender is required to repay such refund to such taxing jurisdictionauthority; (iiie) Taxes imposed To the extent that the Borrower pays a Non-Excluded Tax on behalf of the Administrative Agent or any Lender pursuant to Section 7.1, 11.2 or 15.1 or pays any additional amount with respect to any Tax pursuant to Section 7.1(a) or pays an indemnity to the Administrative Agent or any Lender with respect to any Tax pursuant to Section 11.2 or 15.1, the Borrower shall, without any further action, be subrogated to the rights and remedies of the Administrative Agent or Lender on whose behalf such Tax was paid (or to or for the benefit of which such additional amount or indemnity was paid) with respect to the transaction or event giving rise to such Tax, and the Administrative Agent or a Bank as a result of a transfer, sale, assignment, or other disposition by such entity of any interest in any Transaction Document or any Vessel Lender (other than a transfer pursuant to an exercise of remedies upon an Event of Default); (iv) Taxes imposed on, or with respect to, a transferee (or a subsequent transferee) of an original Bank (and including as such a transferee a Bank whose shares of stock have been transferred or the purchaser of a participation in the Loan) to the extent of the excess of such Tax over the amount of such Tax that would have been imposed on, or with respect to, such original Bank had there not been a transfer, sale, assignment or other disposition of the shares of such original Bank or a transfer, sale, assignment or other disposition by such original Bank of any interest in any Vessel or any Transaction Document (in each case, other than any transfer pursuant to the exercise of remedies as a result of an Event of Default that shall have occurred and be continuing); or (v) Taxes imposed on the Agent or any Bank that would not have been imposed but for any failure of such entity to comply with any return filing requirement or any certification, information, documentation, reporting or other similar requirement known to such entity, if such compliance is required to obtain or establish relief or exemption from or reduction in such Taxes. (b) In the event that any Obligor has actual knowledge that the Obligors are required to, or there arises in any Obligor's reasonable opinion a substantial likelihood that the Obligors will be required to, pay an additional amount or otherwise indemnify the Agent or any Bank for or on account of any Tax pursuant to Clause 5.1(a), such Obligor will promptly notify the Agent or each relevant Bank, as the case may be) shall cooperate with Borrower to enable the Borrower to pursue such rights and remedies, of the nature of such Taxif any, and shall furnish such information to the Agent or each relevant Bank, as extent reasonably requested by the case may be, with respect to such Tax, as Borrower and at the Agent or each relevant Bank, as the case may be, may reasonably request. In the event of any knowledge or opinion of an Obligor described in the preceding sentence, the Obligors, the Agent or each relevant Bank, as the case may be, shall consult in good faith to determine what may be required to avoid or reduce such Tax, and each shall use reasonable efforts to avoid or reduce such Tax (so long as such efforts do not, in the reasonable opinion of any relevant Bank result in any cost to such Bank or any modification of the terms or repayment of the Loan)Borrower’s expense.

Place of Payments, No Set Off. (a) All payments to be made hereunder by the Obligors Borrowers shall be made on the due dates of such payments to the Agent at its by wire transfer to The Bank of New York, New York, New York (ABA No. 021000018) for credit to the account located at Republic National of Christiania Bank, in favor of Nedship Bank Nxx Xxxx, New York (America) N.V. Account No. 000 301 787 8026120277) or to such other place as the Agent may direct, for the account of the Lenders, without set-off or counterclaim and free from, clear of and without deduction for, for any Taxes, provided, however, that if the Obligors Borrowers shall at any time be compelled required by law to withhold or deduct any Taxes from any amounts payable to the Agent or the Banks Lenders hereunder, thenthen the Borrowers shall jointly and severally (1) pay directly to the relevant taxing authority the full amount required to be deducted or withheld, subject (2) pay to Clause 5.2, the Obligors shall pay Agent for the account of the Lenders such additional amounts in Dollars as may be necessary in order to ensure that the net amounts received after withholding or deduction by each Lender shall equal the full amounts which such Lender would have been received if such withholding or deduction were not required andrequired, in the event any withholding or deduction is made, whether for Taxes or otherwise, the Obligors shall and (3) promptly send to the Banks such Agent an official receipt or other documentary evidence with respect satisfactory to the Agent evidencing such payment to such withholding or deduction as may be required from time to time by any of the Banksauthority. Notwithstanding the preceding sentence, the Obligors Borrowers shall not be required to pay additional amounts or otherwise indemnify the Agent or the Banks Lenders for or on account of: (i) Taxes based on or measured by the overall net income of the Agent or any Bank Lender or Taxes in the nature of franchise taxes or taxes for the privilege of doing business imposed by any jurisdiction or any political subdivision or taxing authority therein unless such are imposed as a result of the activities of the Obligors Borrowers within the relevant taxing jurisdictionjurisdiction or which activities result in the enforcement of remedies hereunder; (ii) Taxes imposed by any jurisdiction or any political subdivision or taxing authority therein on the Agent or any Bank Lender that would not have been imposed but for such entity's Lender being organized in or conducting business in or maintaining a place of business in the relevant taxing jurisdiction, or engaging in activities or transactions in the relevant taxing jurisdiction that are unrelated to the transactions contemplated by the Transaction Documents, but only to the extent such Taxes are not imposed as a result of the activities of any of the Obligors Borrowers within the relevant taxing jurisdiction or the jurisdiction enforcement of any of the Obligors under the laws of the taxing jurisdictionremedies hereunder; (iii) Taxes imposed on or with respect to the Agent or a Bank as a result of a transfer, sale, assignment, or other disposition by such entity of any interest in any Transaction Document or any Vessel (other than a transfer pursuant to an exercise of remedies upon an Event of Default); (iv) Taxes imposed on, or with respect to, a transferee (or a subsequent transferee) of an original Bank (and including as such a transferee a Bank whose shares of stock have been transferred or the purchaser of a participation in the Loan) to the extent of the excess of such Tax over the amount of such Tax that would have been imposed on, or with respect to, such original Bank had there not been a transfer, sale, assignment or other disposition of the shares of such original Bank or a transfer, sale, assignment or other disposition by such original Bank of any interest in any Vessel or any Transaction Document (in each case, other than any transfer pursuant to the exercise of remedies as a result of an Event of Default that shall have occurred and be continuing); or (v) Taxes imposed on the Agent or any Bank Lender that would not have been imposed but for any failure of such entity Lender to comply with any return filing requirement or any certification, information, documentation, reporting or other similar requirement known to such entityLender or should have been known in the exercise of due diligence, if such compliance is required to obtain or establish relief or exemption from or reduction in such Taxes; or (iv) any withholding of United States federal income tax that would not have been required but for a failure by any Lender to comply with the requirements of Clause 9.1(b). (b) Prior to the first day of the first Interest Period (or, in the case of a Lender that acquired its interest in an Advance or a Note pursuant to an assignment described in Clause 14, on or prior to the date of the Assignment and Assumption Agreement pursuant to which it became a Lender), each Lender that is not incorporated under the laws of the United States or a State thereof will deliver to the Borrowers and the Agent a duly completed and executed IRS Form 1001 or 4224 or successor applicable form, as the case may be, certifying in each case that such Lender is entitled to receive payments under this Agreement, the Advances and the Notes payable to it, without deduction or withholding of any United States federal income taxes. Each Lender who undertakes to deliver to the Borrowers and the Agent a Form 1001 or 4224 pursuant to the preceding sentence further undertakes to deliver to the Agent and the Borrowers an additional Form 1001 or 4224 (or successor applicable forms) on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrowers and the Agent, and such extensions or renewals thereof as may reasonably be requested by the Borrower, certifying, in the case of a Form 1001 or 4224, that such Lender is entitled to receive payments under this Agreement, the Advances and the Notes without deduction or withholding of any United States federal income taxes, unless in any such case, an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it, in which case the Lender shall either (1) furnish to the Borrowers and the Agent such forms or other certification as the Lender (in its reasonable opinion) is legally entitled to furnish evidencing the Lender's eligibility for a complete exemption from or a reduced rate of withholding of United States federal income taxes, or (2) notify the Borrowers and the Agent that the Lender is not capable of receiving payments without any deduction or withholding of United States federal income tax. (c) Without prejudice to the preceding provisions of Clause 9.1, if any Lender or the Agent on its behalf is required to make any payment on account of any Tax for which the Borrowers are responsible pursuant to Clause 9.1(a), or any liability in respect of any such Tax is asserted, imposed, levied or assessed against such Lender or the Agent on its behalf, the Borrowers shall, upon demand of the Agent, promptly indemnify such Lender against such payment or liability, together with any interest, penalties or expenses payable or incurred in connection therewith. (d) In the event that any Obligor has the Borrowers have actual knowledge that the Obligors Borrowers are required to, or there arises in any Obligor's the Borrowers' reasonable opinion a substantial likelihood that the Obligors Borrowers will be required to, to pay an additional amount or otherwise indemnify the Agent or any Bank Lender for or on account of any Tax withholding of United States federal income tax pursuant to Clause 5.1(a)9, such Obligor the Borrowers will promptly notify the Agent or and each relevant Bank, as the case may be, Lender of the nature of such Tax, and shall furnish such information to the Agent or each relevant Bank, as the case may be, and such Lender with respect to such Tax, as the Agent or each relevant Bank, as the case may be, such Lender may reasonably request. In the event of any knowledge or opinion of an Obligor the Borrowers described in the preceding sentence, the ObligorsBorrowers, the Agent or and each relevant Bank, as the case may be, Lender shall consult in good faith to determine what may be required to avoid or reduce such Tax, and shall each shall use reasonable efforts to avoid or reduce such Tax (so long as such efforts do not, in the reasonable opinion of any relevant Bank the Lender, result in any cost to such Bank the Lenders or any modification of the terms or of repayment of the Loanany Note or Advance). (e) In addition, Borrowers agree to pay any present or future stamp or documentary taxes, excise or property taxes, or any other charges or similar levies which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, the Transaction Documents.

Place of Payments, No Set Off. (a) All payments to be made hereunder by the Obligors Borrowers shall be made on the due dates of such payments to the Administrative Agent at the office of its account New York branch located at Republic National Bank200 Xxxx Xxxxxx, in favor of Nedship Bank (America) N.V. Account No. 000 301 787 or Xxx Xxxx, Xxx Xxxx 00000-0000 xx to such other place branch of the Administrative Agent as the Administrative Agent may direct, for the account of the Lenders, without set-off or counterclaim and free from, clear of and without deduction for, any Taxes, provided, however, that if the Obligors Borrowers shall at any time be compelled by law to withhold or deduct any Taxes from any amounts payable to the Agent or the Banks Lenders hereunder, then, subject to Clause 5.27.2, the Obligors Borrowers shall pay such additional amounts in Dollars as may be necessary in order that the net amounts received after withholding or deduction shall equal the amounts which would have been received if such withholding or deduction were not required and, in the event any withholding or deduction is made, whether for Taxes or otherwise, the Obligors Borrowers shall promptly send to the Banks Lenders such documentary evidence with respect to such withholding or deduction as may be required from time to time by any of the BanksLenders. Notwithstanding the preceding sentence, the Obligors Borrowers shall not be required to pay additional amounts or otherwise indemnify the Agent or the Banks Lenders for or on account of: (i) Taxes based on or measured by the overall net income of the Agent or any Bank Lender or Taxes in the nature of franchise taxes or taxes for the privilege of doing business imposed by any jurisdiction or any political subdivision or taxing authority therein unless such are imposed as a result of the activities of the Obligors Borrowers within the relevant taxing jurisdiction; (ii) Taxes imposed by any jurisdiction or any political subdivision or taxing authority therein on the Agent or any Bank Lender that would not have been imposed but for such entityLender's being organized in or conducting business in or maintaining a place of business in the relevant taxing jurisdiction, or engaging in activities or transactions in the relevant taxing jurisdiction that are unrelated to the transactions contemplated by the Transaction Documents, but only to the extent such Taxes are not imposed as a result of the activities of any of the Obligors Borrowers within the relevant taxing jurisdiction or the jurisdiction of any of the Obligors Borrowers under the laws of the taxing jurisdiction; (iii) Taxes imposed on or with respect to the Agent or a Bank Lender as a result of a transfer, sale, assignment, or other disposition by such entity Lender of any interest in any Transaction Document Document, any Note or any Vessel (other than a transfer pursuant to an exercise of remedies upon an Event of Default); (iv) Taxes imposed on, or with respect to, a transferee (or a subsequent transferee) of an original Bank Lender (and including as such a transferee a Bank Lender whose shares of stock have been transferred or the purchaser of a participation in the Loanany Advance) to the extent of the excess of such Tax over the amount of such Tax that would have been imposed on, or with respect to, such original Bank Lender had there not been a transfer, sale, assignment or other disposition of the shares of such original Bank Lender or a transfer, sale, assignment or other disposition by such original Bank Lender of any interest in any Vessel Vessel, any Note or any Transaction Document (in each case, other than any transfer pursuant to the exercise of remedies as a result of an Event of Default that shall have occurred and be continuing); or (v) Taxes imposed on the Agent or any Bank Lender that would not have been imposed but for any failure of such entity Lender to comply with any return filing requirement or any certification, information, documentation, reporting or other similar requirement known to such entityLender, if such compliance is required to obtain or establish relief or exemption from or reduction in such Taxes.; (b) In the event that any Obligor Borrower has actual knowledge that the Obligors Borrowers are required to, or there arises in any ObligorBorrower's reasonable opinion a substantial likelihood that the Obligors Borrowers will be required to, pay an additional amount or otherwise indemnify the Agent or any Bank Lender for or on account of any Tax pursuant to Clause 5.1(a7.1(a), such Obligor the Borrower will promptly notify the Administrative Agent or and each relevant Bank, as the case may be, Lender of the nature of such Tax, and shall furnish such information to the Administrative Agent or each relevant Bank, as the case may be, and such Lender with respect to such Tax, as the Administrative Agent or each relevant Bank, as the case may be, such Lender may reasonably request. In the event of any knowledge or opinion of an Obligor a Borrower described in the preceding sentence, the ObligorsBorrowers, the Administrative Agent or and each relevant Bank, as the case may be, Lender shall consult in good faith to determine what may be required to avoid or reduce such Tax, and shall each shall use reasonable efforts to avoid or reduce such Tax (so long as such efforts do not, in the reasonable opinion of any the relevant Bank Lender, result in any cost to such Bank Lender or any modification of the terms or repayment of the Loanany Advance).

Place of Payments, No Set Off. (a) All payments to be made hereunder by the Obligors Borrower shall be made on the due dates of such payments to the Agent Lender at its account office located at Republic National Bank[Level 00, in favor of Nedship Bank (America) N.V. Account No. 000 301 787 Xxxxxxx Xxxxx, 0 Xxxxxx Xxxxx, Sydney, NSW Australia] or to such other place as the Agent Lender may direct, direct without set-off or counterclaim and free from, clear of and without deduction for, any Taxes, provided, however, that if the Obligors Borrower shall at any time be compelled by law to withhold or deduct any Taxes from any amounts payable to the Agent or the Banks Lender hereunder, then, subject to Clause 5.27.2, the Obligors Borrower shall pay such additional amounts in Dollars as may be necessary in order that the net amounts received after withholding or deduction shall equal the amounts which would have been received if such withholding or deduction were not required and, in the event any withholding or deduction is made, whether for Taxes or otherwise, the Obligors Borrower shall promptly send to the Banks Lender such documentary evidence with respect to such withholding or deduction as may be required from time to time by any of the BanksLender. Notwithstanding the preceding sentence, the Obligors Borrower shall not be required to pay additional amounts or otherwise indemnify the Agent or the Banks Lender for or on account of: (i) Taxes based on or measured by the overall net income of the Agent or any Bank Lender or Taxes in the nature of franchise taxes or taxes for the privilege of doing business imposed by any jurisdiction or any political subdivision or taxing authority therein unless such are imposed as a result of the activities of the Obligors Borrower within the relevant taxing jurisdiction; (ii) Taxes imposed by any jurisdiction or any political subdivision or taxing authority therein on the Agent or any Bank Lender that would not have been imposed but for such entity's the Lender being organized in or conducting business in or maintaining a place of business in the relevant taxing jurisdiction, or engaging in activities or transactions in the relevant taxing jurisdiction that are unrelated to the transactions contemplated by the Transaction Documents, but only to the extent such Taxes are not imposed as a result of the activities of any of the Obligors Borrower within the relevant taxing jurisdiction or the jurisdiction of any of the Obligors Borrower under the laws of the taxing jurisdiction; (iii) Taxes imposed on or with respect to the Agent or a Bank Lender as a result of a transfer, sale, assignment, or other disposition by such entity the Lender of any interest in any Transaction Document or any the Vessel (other than a transfer pursuant to an exercise of remedies upon an Event of Default); (iv) Taxes imposed on, or with respect to, a transferee (or a subsequent transferee) of an original Bank the Lender (and including as such a transferee a Bank the Lender whose shares of stock have been transferred or the purchaser of a participation in the Loan) to the extent of the excess of such Tax over the amount of such Tax that would have been imposed on, or with respect to, such original Bank the Lender had there not been a transfer, sale, assignment or other disposition of the shares of such original Bank the Lender or a transfer, sale, assignment or other disposition by such original Bank the Lender of any interest in any the Vessel or any Transaction Document (in each case, other than any transfer pursuant to the exercise of remedies as a result of an Event of Default that shall have occurred and be continuing); or (v) Taxes imposed on the Agent or any Bank Lender that would not have been imposed but for any failure of such entity the Lender to comply with any return filing requirement or any certification, information, documentation, reporting or other similar requirement known to such entitythe Lender, if such compliance is required to obtain or establish relief or exemption from or reduction in such Taxes. (b) In the event that any Obligor the Borrower has actual knowledge that the Obligors are Borrower is required to, or there arises in any Obligorthe Borrower's reasonable opinion a substantial likelihood that the Obligors Borrower will be required to, pay an additional amount or otherwise indemnify the Agent or any Bank Lender for or on account of any Tax pursuant to Clause 5.1(a7.1(a), such Obligor the Borrower will promptly notify the Agent or each relevant Bank, as the case may be, Lender of the nature of such Tax, and shall furnish such information to the Agent or each relevant Bank, as the case may be, Lender with respect to such Tax, as the Agent or each relevant Bank, as the case may be, Lender may reasonably request. In the event of any knowledge or opinion of an Obligor the Borrower described in the preceding sentence, the Obligors, Borrower and the Agent or each relevant Bank, as the case may be, Lender shall consult in good faith to determine what may be required to avoid fund the Loan in Australian Dollars and/or to eliminate or reduce such Tax, and shall each shall use reasonable efforts to avoid fund the Loan in Australian Dollars and/or to eliminate or reduce such Tax (so long as such efforts do not, in the reasonable opinion of any relevant Bank the Lender, result in any cost to such Bank the Lender or any modification of the terms or repayment of the LoanLoan or result in the Lender being subjected to any additional risk or exposure).

Place of Payments, No Set Off. (a) All payments to be made hereunder by the Obligors Borrowers shall be made on the due dates of such payments to the Agent Lender at its account office located at Republic National BankXxxxx 00, in favor of Nedship Bank (America) N.V. Account No. 000 301 787 Xxxxxxx Xxxxx, 0 Xxxxxx Xxxxx, Sydney, NSW Australia or to such other place as the Agent Lender may direct, direct without set-off or counterclaim and free from, clear of and without deduction for, any Taxes, provided, however, that if the Obligors Borrowers shall at any time be compelled by law to withhold or deduct any Taxes from any amounts payable to the Agent or the Banks Lender hereunder, then, subject to Clause 5.27.2, the Obligors Borrowers shall pay such additional amounts in Dollars as may be necessary in order that the net amounts received after withholding or deduction shall equal the amounts which would have been received if such withholding or deduction were not required and, in the event any withholding or deduction is made, whether for Taxes or otherwise, the Obligors Borrowers shall promptly send to the Banks Lender such documentary evidence with respect to such withholding or deduction as may be required from time to time by any of the BanksLender. Notwithstanding the preceding sentence, the Obligors Borrowers shall not be required to pay additional amounts or otherwise indemnify the Agent or the Banks Lender for or on account of: (i) Taxes based on or measured by the overall net income of the Agent or any Bank Lender or Taxes in the nature of franchise taxes or taxes for the privilege of doing business imposed by any jurisdiction or any political subdivision or taxing authority therein unless such are imposed as a result of the activities of the Obligors Borrowers within the relevant taxing jurisdiction; (ii) Taxes imposed by any jurisdiction or any political subdivision or taxing authority therein on the Agent or any Bank Lender that would not have been imposed but for such entity's the Lender being organized in or conducting business in or maintaining a place of business in the relevant taxing jurisdiction, or engaging in activities or transactions in the relevant taxing jurisdiction that are unrelated to the transactions contemplated by the Transaction Documents, but only to the extent such Taxes are not imposed as a result of the activities of any of the Obligors Borrowers within the relevant taxing jurisdiction or the jurisdiction of any of the Obligors Borrowers under the laws of the taxing jurisdiction; (iii) Taxes imposed on or with respect to the Agent or a Bank Lender as a result of a transfer, sale, assignment, or other disposition by such entity the Lender of any interest in any Transaction Document or any Vessel (other than a transfer pursuant to an exercise of remedies upon an Event of Default); (iv) Taxes imposed on, or with respect to, a transferee (or a subsequent transferee) of an original Bank the Lender (and including as such a transferee a Bank the Lender whose shares of stock have been transferred or the purchaser of a participation in the Loan) to the extent of the excess of such Tax over the amount of such Tax that would have been imposed on, or with respect to, such original Bank the Lender had there not been a transfer, sale, assignment or other disposition of the shares of such original Bank the Lender or a transfer, sale, assignment or other disposition by such original Bank the Lender of any interest in any Vessel or any Transaction Document (in each case, other than any transfer pursuant to the exercise of remedies as a result of an Event of Default that shall have occurred and be continuing); or (v) Taxes imposed on the Agent or any Bank Lender that would not have been imposed but for any failure of such entity the Lender to comply with any return filing requirement or any certification, information, documentation, reporting or other similar requirement known to such entitythe Lender, if such compliance is required to obtain or establish relief or exemption from or reduction in such Taxes. (b) In the event that any Obligor Borrower has actual knowledge that the Obligors Borrowers are required to, or there arises in any ObligorBorrower's reasonable opinion a substantial likelihood that the Obligors Borrowers will be required to, pay an additional amount or otherwise indemnify the Agent or any Bank Lender for or on account of any Tax pursuant to Clause 5.1(a7.1(a), such Obligor the Borrower will promptly notify the Agent or each relevant Bank, as the case may be, Lender of the nature of such Tax, and shall furnish such information to the Agent or each relevant Bank, as the case may be, Lender with respect to such Tax, as the Agent or each relevant Bank, as the case may be, Lender may reasonably request. In the event of any knowledge or opinion of an Obligor a Borrower described in the preceding sentence, the Obligors, Borrowers and the Agent or each relevant Bank, as the case may be, Lender shall consult in good faith to determine what may be required to avoid fund the Loan in Australian Dollars and/or to eliminate or reduce such Tax, and shall each shall use reasonable efforts to avoid fund the Loan in Australian Dollars and/or to eliminate or reduce such Tax (so long as such efforts do not, in the reasonable opinion of any the relevant Bank Lender, result in any cost to such Bank the Lender or any modification of the terms or repayment of the LoanLoan or result in the Lender being subjected to any additional risk or exposure).

Place of Payments, No Set Off. (a) All payments to be made hereunder by the Obligors Borrower shall be made to the Facility Agent, not later than 11:00 a.m. New York time (any payment received after 11:00 a.m. New York time shall be deemed to have been paid on the next Banking Day) on the due dates date of such payments to the Agent payment, at its account office located at Republic National Bank30 Xxxxxx Xxxxx, in favor of Nedship Bank (America) N.V. Account No. 000 301 787 81st Floor, New York, New York 10001, USA or to such other place office of the Facility Agent as the Facility Agent may direct, without set-off or counterclaim and free from, clear of of, and without deduction or withholding for, any Taxes, provided, however, that if Taxes except as required by applicable law. If the Obligors Borrower or the Facility Agent shall at any time (as determined in the good faith discretion of the Borrower or the Facility Agent) be compelled by law to withhold or deduct any Taxes from any amounts payable to the Agent or the Banks hereunder, then, subject to Clause 5.2, then (i) if the Obligors shall pay such additional amounts in Dollars as may be necessary in order that the net amounts received after withholding or deduction is attributable to an Indemnified Tax, the sum payable by the Borrower hereunder shall include such additional amount as is necessary so that after making all required deductions (including deductions attributable to Indemnified Taxes applicable to the additional amount payable under this Section 7.1(a)) such Person receives an amount equal to the amounts which sum it would have received had no such deduction been received if made, (ii) the Borrower or the Facility Agent shall make such withholding deductions, (iii) the Borrower or deduction were not required and, the Facility Agent shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law and (iv) in the event any withholding or deduction is mademade by the Borrower, whether for Taxes or otherwise, the Obligors Borrower shall promptly send to the Banks Facility Agent such documentary evidence with respect to such withholding or deduction required by law. (b) The Borrower (subject to each Creditor satisfying its certification obligations set forth in Section 7.1(c) below) shall pay, and shall indemnify each Creditor for and hold each of them harmless from and against, within fifteen (15) days after written demand therefor, any and all Indemnified Taxes paid or incurred by, or asserted against, such Creditor whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as may to the amount of any such Indemnified Taxes or liabilities delivered to the Borrower by a Creditor (on its own behalf or on behalf of another Creditor) shall be conclusive absent manifest error. For purposes of clarification no such payment shall be required with respect to any Tax that is not an Indemnified Tax or to the extent the applicable payment was increased to take into account a Tax deduction or withholding as set forth in Section 7.1(a) above. (c) Any Creditor that is entitled to an exemption from or reduction of withholding Tax with respect to payments under this Agreement shall deliver to the Facility Agent and the Borrower, on or before the date on which such Creditor becomes a Creditor hereunder, makes its portion of the Loan (or, in the case of a Lender that acquires its interest in the Loan by assignment from another Lender, on or before the effective date of such assignment), or otherwise becomes a party to any Loan Document, and thereafter upon the request of the Borrower or the Facility Agent, such properly completed and executed documentation as will permit such payments to be made without any Tax withholding or deduction (or at a reduced rate of withholding or deduction). In addition, any Creditor, if reasonably requested by the Borrower or the Facility Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Facility Agent as will enable the Borrower or the Facility Agent to determine whether or not such Creditor is subject to backup withholding or information reporting requirements. Without limiting the generality of the foregoing: (A) any Creditor that is a US Person shall deliver to the Borrower and the Facility Agent on or prior to the date on which such Creditor becomes a party to any Loan Document (and from time to time by any thereafter upon the reasonable request of the Banks. Notwithstanding the preceding sentence, the Obligors shall not be required to pay additional amounts or otherwise indemnify the Agent Borrower or the Banks for Facility Agent), executed copies of IRS Form W-9 (or any successor form) certifying that such Creditor is exempt from U.S. federal backup withholding Tax, (B) any Creditor that is not a US Person shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Facility Agent (in such number of copies as shall be requested by the recipient) on account of: or prior to the date on which such Person becomes a Creditor under any Loan Document (and from time to time thereafter upon the reasonable request of the Borrower or the Facility Agent), whichever of the following is applicable: (1) IRS Forms W-8BEN or W-8BEN-E (which, if the Lender claims exemption under Section 881(c) of the Code or applicable successor provision, shall be accompanied by a declaration that (i) Taxes based on or measured by it is not a “bank” within the overall net income meaning of Section 881(c)(3)(A) of the Agent or any Bank or Taxes in the nature of franchise taxes or taxes for the privilege of doing business imposed by any jurisdiction or any political subdivision or taxing authority therein unless such are imposed as a result of the activities of the Obligors within the relevant taxing jurisdiction; Code, (ii) Taxes imposed it is not a “10-percent shareholder” of the Borrower or the Parent Guarantor within the meaning of Section 871(h)(3)(B) of the Code and (iii) it is not a “controlled foreign corporation” related to the Borrower or the Parent Guarantor as described in Section 881(c)(3)(C) of the Code (such declaration, a “U.S. Tax Compliance Certificate”), (2) IRS Form W-8ECI, or (3) IRS Form W-8IMY, (accompanied by any jurisdiction IRS Forms W-9, W-8ECI, W-8BEN or W-8BEN-E (or any political subdivision successor form), a U.S. Tax Compliance Certificate, and/or other certification documents requested by the Borrower from the beneficial owners of the debt) as applicable (or taxing authority therein on the Agent or applicable successor form), and (C) any Bank Creditor that would is not have been imposed but for such entity's being organized in or conducting business in or maintaining a place of business in the relevant taxing jurisdictionUS Person shall, or engaging in activities or transactions in the relevant taxing jurisdiction that are unrelated to the transactions contemplated extent it is legally entitled to do so, deliver to the Borrower and the Facility Agent (in such number of copies as shall be requested by the Transaction Documentsrecipient) on or prior to the date on which such Creditor becomes a Creditor under any Loan Document (and from time to time thereafter upon the reasonable request of the Borrower or the Facility Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in United States federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Facility Agent to determine the withholding or deduction required to be made. The Facility Agent shall deliver to the Borrower, on or prior to the execution date of this Agreement (and such other times as reasonably requested by the Borrower), a properly completed and executed (i) IRS Form W-9 or (ii) IRS Form W-8ECI (with respect to any amounts payable to the Facility Agent for its own account) and IRS Form W-8IMY evidencing its agreement with the Borrower to be treated as a US Person as described in United States Treasury Regulation Section 1.1441-1(b)(2)(iv) (with respect to amounts received on account of any Lender). Each Creditor and the Facility Agent agree that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall promptly update such form or certification and deliver it to the Borrower (and, if a Lender, also to the Facility Agent). (d) If any Person determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 7.1 (including by the payment of additional amounts pursuant to this Section 7.1), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent such Taxes are not imposed as a result of the activities of any of the Obligors within the relevant taxing jurisdiction or the jurisdiction of any of the Obligors indemnity payments made under the laws of the taxing jurisdiction; (iii) Taxes imposed on or this Section 7.1 with respect to the Agent or a Bank as a result Taxes giving rise to such refund), net of a transfer, sale, assignment, or other disposition by all out-of-pocket expenses (including Taxes) of such entity of any indemnified party and without interest in any Transaction Document or any Vessel (other than a transfer pursuant to an exercise of remedies upon an Event of Default); (iv) Taxes imposed on, or with respect to, a transferee (or a subsequent transferee) of an original Bank (and including as such a transferee a Bank whose shares of stock have been transferred or the purchaser of a participation in the Loan) to the extent of the excess of such Tax over the amount of such Tax that would have been imposed on, or with respect to, such original Bank had there not been a transfer, sale, assignment or other disposition of the shares of such original Bank or a transfer, sale, assignment or other disposition by such original Bank of any interest in any Vessel or any Transaction Document (in each case, other than any transfer pursuant to paid by the exercise of remedies as a result of an Event of Default that shall have occurred and be continuing); or (v) Taxes imposed on the Agent or any Bank that would not have been imposed but for any failure of such entity to comply with any return filing requirement or any certification, information, documentation, reporting or other similar requirement known to such entity, if such compliance is required to obtain or establish relief or exemption from or reduction in such Taxes. (b) In the event that any Obligor has actual knowledge that the Obligors are required to, or there arises in any Obligor's reasonable opinion a substantial likelihood that the Obligors will be required to, pay an additional amount or otherwise indemnify the Agent or any Bank for or on account of any Tax pursuant to Clause 5.1(a), such Obligor will promptly notify the Agent or each relevant Bank, as the case may be, of the nature of such Tax, and shall furnish such information to the Agent or each relevant Bank, as the case may be, Governmental Authority with respect to such Taxrefund). Such indemnifying party, as upon the Agent request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (d) (plus any penalties, interest or each other charges imposed by the relevant Bank, as the case may be, may reasonably request. In Governmental Authority) in the event of any knowledge or opinion of an Obligor described that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (d), in no event will the preceding sentence, the Obligors, the Agent or each relevant Bank, as the case may be, shall consult in good faith to determine what may indemnified party be required to avoid pay any amount to an indemnifying party pursuant to this paragraph (d) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or reduce such Tax, otherwise imposed and each shall use reasonable efforts the indemnification payments or additional amounts with respect to avoid or reduce such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (so long as such efforts do not, in the reasonable opinion of any relevant Bank result in any cost to such Bank or any modification of other information relating to its Taxes that it deems confidential) to the terms indemnifying party or repayment of the Loan)any other Person.

Place of Payments, No Set Off. (a) All payments to be made hereunder by the Obligors Borrower shall be made in Dollars on the due dates of such payments to the account of the Facility Agent at its account located at Republic National JPMorgan Chase Bank, in favor New York, BIC Code XXXXXX00 (ABA No. 021 000 021), for the Account of Nedship Bank (America) N.V. ING Bank, London Branch, BIC Code XXXXXX0X, Account No. 000 301 787 001 1 938 123 (Ref: OSG attn Loans Agency) for distribution to the Lenders or to such other place account of the Facility Agent as the Facility Agent may direct, without set-off or counterclaim and free from, clear of and without deduction for, any Indemnified Taxes or Other Taxes, ; provided, however, that if the Obligors Borrower shall at any time be compelled by law to withhold or deduct any Indemnified Taxes or Other Taxes from any amounts payable to the Facility Agent for the account of the Lenders or the Banks other Creditors hereunder, then, subject to Clause 5.2, the Obligors Borrower shall pay such additional amounts in Dollars as may be necessary in order that the net amounts received after withholding or deduction shall equal the amounts which would have been received if such withholding or deduction were not required and, in the event any withholding or deduction is made, whether for . For any Indemnified Taxes or otherwiseOther Taxes, the Obligors Borrower shall promptly send to the Banks such Facility Agent any documentary evidence they have with respect to such withholding or deduction as may be required deduction. No Lender shall change its lending office if such change would result in the Borrower being compelled by law to withhold or deduct any Indemnified Taxes or Other Taxes from time any amounts payable to time by any the Facility Agent for the account of the Banks. Notwithstanding the preceding sentence, the Obligors shall not be required to pay additional amounts or otherwise indemnify the Agent Lenders or the Banks for or on account of: (i) Taxes based on or measured by the overall net income of the Agent or any Bank or Taxes in the nature of franchise taxes or taxes for the privilege of doing business imposed by any jurisdiction or any political subdivision or taxing authority therein unless such are imposed as a result of the activities of the Obligors within the relevant taxing jurisdiction; (ii) Taxes imposed by any jurisdiction or any political subdivision or taxing authority therein on the Agent or any Bank that would not have been imposed but for such entity's being organized in or conducting business in or maintaining a place of business in the relevant taxing jurisdiction, or engaging in activities or transactions in the relevant taxing jurisdiction that are unrelated to the transactions contemplated by the Transaction Documents, but only to the extent such Taxes are not imposed as a result of the activities of any of the Obligors within the relevant taxing jurisdiction or the jurisdiction of any of the Obligors under the laws of the taxing jurisdiction; (iii) Taxes imposed on or with respect to the Agent or a Bank as a result of a transfer, sale, assignment, or other disposition by such entity of any interest in any Transaction Document or any Vessel (other than a transfer pursuant to an exercise of remedies upon an Event of Default); (iv) Taxes imposed on, or with respect to, a transferee (or a subsequent transferee) of an original Bank (and including as such a transferee a Bank whose shares of stock have been transferred or the purchaser of a participation in the Loan) to the extent of the excess of such Tax over the amount of such Tax that would have been imposed on, or with respect to, such original Bank had there not been a transfer, sale, assignment or other disposition of the shares of such original Bank or a transfer, sale, assignment or other disposition by such original Bank of any interest in any Vessel or any Transaction Document (in each case, other than any transfer pursuant to the exercise of remedies as a result of an Event of Default that shall have occurred and be continuing); or (v) Taxes imposed on the Agent or any Bank that would not have been imposed but for any failure of such entity to comply with any return filing requirement or any certification, information, documentation, reporting or other similar requirement known to such entity, if such compliance is required to obtain or establish relief or exemption from or reduction in such TaxesCreditors hereunder. (b) In the event that any Obligor has actual knowledge that the Obligors are required to, or there arises in any Obligor's reasonable opinion a substantial likelihood that the Obligors will be required to, pay an additional amount or otherwise indemnify the Agent or any Bank for or on account of any Tax pursuant to Clause 5.1(a), such Obligor will promptly notify the Agent or each relevant Bank, as the case may be, of the nature of such Tax, and shall furnish such information to the Agent or each relevant Bank, as the case may be, with respect to such Tax, as the Agent or each relevant Bank, as the case may be, may reasonably request. In the event of any knowledge or opinion of an Obligor described in the preceding sentence, the Obligors, the Agent or each relevant Bank, as the case may be, shall consult in good faith to determine what may be required to avoid or reduce such Tax, and each shall use reasonable efforts to avoid or reduce such Tax (so long as such efforts do not, in the reasonable opinion of any relevant Bank result in any cost to such Bank or any modification of the terms or repayment of the Loan).

Place of Payments, No Set Off. (a) All payments to be made hereunder by the Obligors Borrowers shall be made on the due dates of such payments to the Agent at its account office located at Republic National Bank11 Xxxx 00xx Xxxxxx, in favor of Nedship Bank (America) N.V. Account No. 000 301 787 or Xxx Xxxx, Xxx Xxxx 00000 xr to such other place as the Agent may direct, for the account of the Lenders, without set-off or counterclaim and free from, clear of and without deduction for, any Taxes, provided, however, that if the Obligors Borrowers shall at any time be compelled by law to withhold or deduct any Taxes from any amounts payable to the Agent or the Banks Lenders hereunder, then, subject to Clause 5.27.2, the Obligors Borrowers shall pay such additional amounts in Dollars as may be necessary in order that the net amounts received after withholding or deduction shall equal the amounts which would have been received if such withholding or deduction were not required and, in the event any withholding or deduction is made, whether for Taxes or otherwise, the Obligors Borrowers shall promptly send to the Banks Lenders such documentary evidence with respect to such withholding or deduction as may be required from time to time by any of the BanksLenders. Notwithstanding the preceding sentence, the Obligors Borrowers shall not be required to pay additional amounts or otherwise indemnify the Agent or the Banks Lenders for or on account of: (i) Taxes based on or measured by the overall net income of the Agent or any Bank Lender or Taxes in the nature of franchise taxes or taxes for the privilege of doing business imposed by any jurisdiction or any political subdivision or taxing authority therein unless such are imposed as a result of the activities of the Obligors Borrowers within the relevant taxing jurisdiction; (ii) Taxes imposed by any jurisdiction or any political subdivision or taxing authority therein on the Agent or any Bank Lender that would not have been imposed but for such entityLender's being organized in or conducting business in or maintaining a place of business in the relevant taxing jurisdiction, or engaging in activities or transactions in the relevant taxing jurisdiction that are unrelated to the transactions contemplated by the Transaction Documents, but only to the extent such Taxes are not imposed as a result of the activities of any of the Obligors within the relevant taxing jurisdiction or the jurisdiction of any of the Obligors under the laws of the taxing jurisdiction; (iii) Taxes imposed on or with respect to the Agent or a Bank as a result of a transfer, sale, assignment, or other disposition by such entity of any interest in any Transaction Document or any Vessel (other than a transfer pursuant to an exercise of remedies upon an Event of Default); (iv) Taxes imposed on, or with respect to, a transferee (or a subsequent transferee) of an original Bank (and including as such a transferee a Bank whose shares of stock have been transferred or the purchaser of a participation in the Loan) to the extent of the excess of such Tax over the amount of such Tax that would have been imposed on, or with respect to, such original Bank had there not been a transfer, sale, assignment or other disposition of the shares of such original Bank or a transfer, sale, assignment or other disposition by such original Bank of any interest in any Vessel or any Transaction Document (in each case, other than any transfer pursuant to the exercise of remedies as a result of an Event of Default that shall have occurred and be continuing); or (v) Taxes imposed on the Agent or any Bank that would not have been imposed but for any failure of such entity to comply with any return filing requirement or any certification, information, documentation, reporting or other similar requirement known to such entity, if such compliance is required to obtain or establish relief or exemption from or reduction in such Taxes. (b) In the event that any Obligor has actual knowledge that the Obligors are required to, or there arises in any Obligor's reasonable opinion a substantial likelihood that the Obligors will be required to, pay an additional amount or otherwise indemnify the Agent or any Bank for or on account of any Tax pursuant to Clause 5.1(a), such Obligor will promptly notify the Agent or each relevant Bank, as the case may be, of the nature of such Tax, and shall furnish such information to the Agent or each relevant Bank, as the case may be, with respect to such Tax, as the Agent or each relevant Bank, as the case may be, may reasonably request. In the event of any knowledge or opinion of an Obligor described in the preceding sentence, the Obligors, the Agent or each relevant Bank, as the case may be, shall consult in good faith to determine what may be required to avoid or reduce such Tax, and each shall use reasonable efforts to avoid or reduce such Tax (so long as such efforts do not, in the reasonable opinion of any relevant Bank result in any cost to such Bank or any modification of the terms or repayment of the Loan).but

Place of Payments, No Set Off. (a) All payments to be made hereunder by the Obligors Borrowers shall be made to the Administrative Agent, not later than 11 a.m. New York City time (any payment received after 11 a.m. New York City time shall be deemed to have been paid on the next Banking Day) on the due dates of such payments to the Agent payments, at its account office located at Republic National Bank200 Xxxx Xxxxxx, in favor of Nedship Bank (America) N.V. Account No. 000 301 787 Xxx Xxxx, Xxx Xxxx 00000 XXX or to such other place office of the Administrative Agent as the Administrative Agent may direct, for distribution to the Lenders, without set-off or counterclaim and free from, clear of and without deduction for, any Taxes, ; provided, however, that if the Obligors Borrowers shall at any time be compelled by law to withhold or deduct any Taxes from any amounts payable to the Administrative Agent for the account of the Lenders or the Banks other Creditors hereunder, then, subject to Clause 5.2, the Obligors Borrowers shall pay such additional amounts in Dollars as may be necessary in order that the net amounts received after withholding or deduction shall equal the amounts which would have been received if such withholding or deduction were not required and, in the event any withholding or deduction is made, whether for Taxes or otherwise, the Obligors Borrowers shall promptly send to the Banks such Administrative Agent any documentary evidence they have with respect to such withholding or deduction as may be required deduction. No Lender shall change its lending office if such change would result in the Borrowers being compelled by law to withhold or deduct any Taxes from time any amounts payable to time by any the Administrative Agent for the account of the BanksLenders or the other Creditors hereunder. Notwithstanding the preceding sentenceIf a Lender becomes subject to withholding, the Obligors such Lender shall use its best efforts to change its lending office to one without withholding, and should such change in lending office not be required to pay additional amounts or otherwise indemnify the Agent or the Banks for or on account of: possible, (i) Taxes based on the Borrowers may replace such Lender pursuant to Section 11.8 or measured by the overall net income of the Agent or any Bank or Taxes in the nature of franchise taxes or taxes for the privilege of doing business imposed by any jurisdiction or any political subdivision or taxing authority therein unless such are imposed as a result of the activities of the Obligors within the relevant taxing jurisdiction; (ii) Taxes imposed by such Lender may waive its rights to any jurisdiction or any political subdivision or taxing authority therein on the Agent or any Bank that additional amounts such Lender would not have been imposed but for such entity's being organized in or conducting business in or maintaining a place of business in the relevant taxing jurisdiction, or engaging in activities or transactions in the relevant taxing jurisdiction that are unrelated be entitled to the transactions contemplated by the Transaction Documents, but only to the extent such Taxes are not imposed as a result of the activities of any of the Obligors within the relevant taxing jurisdiction or the jurisdiction of any of the Obligors receive under the laws of the taxing jurisdiction; (iii) Taxes imposed on or with respect to the Agent or a Bank as a result of a transfer, sale, assignment, or other disposition by such entity of any interest in any Transaction Document or any Vessel (other than a transfer pursuant to an exercise of remedies upon an Event of Default); (iv) Taxes imposed on, or with respect to, a transferee (or a subsequent transferee) of an original Bank (and including as such a transferee a Bank whose shares of stock have been transferred or the purchaser of a participation in the Loan) to the extent of the excess of such Tax over the amount of such Tax that would have been imposed on, or with respect to, such original Bank had there not been a transfer, sale, assignment or other disposition of the shares of such original Bank or a transfer, sale, assignment or other disposition by such original Bank of any interest in any Vessel or any Transaction Document (in each case, other than any transfer pursuant to the exercise of remedies as a result of an Event of Default that shall have occurred and be continuing); or (v) Taxes imposed on the Agent or any Bank that would not have been imposed but for any failure of such entity to comply with any return filing requirement or any certification, information, documentation, reporting or other similar requirement known to such entity, if such compliance is required to obtain or establish relief or exemption from or reduction in such Taxesthis Section 6.1. (b) In the event that any Obligor has actual knowledge that the Obligors are required to, or there arises in any Obligor's reasonable opinion a substantial likelihood that the Obligors will be required to, pay an additional amount or otherwise indemnify the Agent or any Bank for or on account of any Tax pursuant to Clause 5.1(a), such Obligor will promptly notify the Agent or each relevant Bank, as the case may be, of the nature of such Tax, and shall furnish such information to the Agent or each relevant Bank, as the case may be, with respect to such Tax, as the Agent or each relevant Bank, as the case may be, may reasonably request. In the event of any knowledge or opinion of an Obligor described in the preceding sentence, the Obligors, the Agent or each relevant Bank, as the case may be, shall consult in good faith to determine what may be required to avoid or reduce such Tax, and each shall use reasonable efforts to avoid or reduce such Tax (so long as such efforts do not, in the reasonable opinion of any relevant Bank result in any cost to such Bank or any modification of the terms or repayment of the Loan).

Place of Payments, No Set Off. (a) All payments to be made hereunder by the Obligors Borrower shall be made to the Facility Agent, not later than 11:00 a.m. New York time (any payment received after 11:00 a.m. New York time shall be deemed to have been paid on the next Banking Day) on the due dates date of such payments to the Agent payment, at its account office located at Republic National Bank30 Xxxxxx Yards, in favor of Nedship Bank (America) N.V. Account No. 000 301 787 81st Floor, New York, New York 10001, USA or to such other place office of the Facility Agent as the Facility Agent may direct, without set-off or counterclaim and free from, clear of of, and without deduction or withholding for, any Taxes, provided, however, that if Taxes except as required by applicable law. If the Obligors Borrower shall at any time be compelled by law to withhold or deduct any Taxes from any amounts payable to the Agent or the Banks hereunder, then, subject to Clause 5.2, then (i) if the Obligors shall pay such additional amounts in Dollars as may be necessary in order that the net amounts received after withholding or deduction is attributable to an Indemnified Tax, the Borrower shall pay to the Person entitled to receive such payment such additional amount as is necessary so that after making all required deductions (including deductions applicable to the additional amount payable under this Section 7.1(a)) such Person receives an amount equal to the amounts which sum it would have received had no such deduction been received if made, (ii) the Borrower (or other Person making such withholding payment, as the case may be) shall make such deductions, (iii) the Borrower (or deduction were not required andother Person making such payment, as the case may be) shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law and (iv) in the event any withholding or deduction is made, whether for Taxes or otherwise, the Obligors Borrower shall promptly send to the Banks Facility Agent such documentary evidence with respect to such withholding or deduction required by law. (b) The Borrower (subject to each Creditor satisfying its certification obligations set forth in Section 7.1(c) below) shall pay, and shall indemnify each Creditor for and hold each of them harmless from and against, within fifteen (15) days after written demand therefor, any and all Indemnified Taxes paid or incurred by, or asserted against, such Creditor whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as may to the amount of any such Indemnified Taxes or liabilities delivered to the Borrower by a Creditor (on its own behalf or on behalf of another Creditor) shall be conclusive absent manifest error. For purposes of clarification no such payment shall be required with respect to any Tax that is not an Indemnified Tax or to the extent the applicable payment was increased to take into account a Tax deduction or withholding as set forth in Section 7.1(a) above. (c) Any Creditor that is entitled under the Internal Revenue Code or a treaty to which the United States is a party to an exemption from or reduction of United States federal withholding Tax with respect to payments under this Agreement shall deliver to the Facility Agent (and the Borrower, on or before the date on which such Creditor becomes a Creditor hereunder, makes its initial Advance (or, in the case of a Lender that acquires its interest in a loan or Advance by assignment from another Lender, on or before the effective date of such assignment), or otherwise becomes a party to any Loan Document, and thereafter upon the request of the Borrower, such properly completed and executed documentation as will permit such payments to be made without any Tax withholding or deduction (or at a reduced rate of withholding or deduction). Without limiting the generality of the foregoing: (A) any Creditor that is a US Person shall deliver to the Borrower and the Facility Agent on or prior to the date on which such Creditor becomes a party to any Loan Document (and from time to time by any thereafter upon the reasonable request of the Banks. Notwithstanding the preceding sentence, the Obligors shall not be required to pay additional amounts or otherwise indemnify the Agent Borrower or the Banks for Facility Agent), executed copies of IRS Form W-9 (or any successor form) certifying that such Creditor is exempt from U.S. federal backup withholding Tax, and (B) any Creditor that is not a US Person shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Facility Agent (in such number of copies as shall be requested by the recipient) on account of: or prior to the date on which such Person becomes a Creditor under any Loan Document (and from time to time thereafter upon the reasonable request of the Borrower or the Facility Agent), whichever of the following is applicable: IRS Forms W-8BEN or W-8BEN-E (which if the Lender claims exemption under Section 881(c) of the Code or applicable successor provision, shall be accompanied by a declaration that (i) Taxes based on or measured by it is not a bank within the overall net income meaning of Section 881(c)(3)(A) of the Agent or any Bank or Taxes in the nature of franchise taxes or taxes for the privilege of doing business imposed by any jurisdiction or any political subdivision or taxing authority therein unless such are imposed as a result of the activities of the Obligors within the relevant taxing jurisdiction; Code, (ii) Taxes imposed it is not a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iii) it is not a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code), W-8ECI, or W-8IMY, (accompanied by any jurisdiction IRS Forms W-9, W-8ECI, W‑8BEN or W‑8BEN-E (or any political subdivision successor form), and/or other certification documents requested by the Borrower from the beneficial owners of the debt) as applicable (or taxing authority therein on the applicable successor form). The Facility Agent or any Bank that would not have been imposed but for such entity's being organized in or conducting business in or maintaining a place of business in the relevant taxing jurisdiction, or engaging in activities or transactions in the relevant taxing jurisdiction that are unrelated shall deliver to the transactions contemplated Borrower, on or prior to the execution date of this Agreement (and such other times as reasonably requested by the Transaction DocumentsBorrower), a complete and executed Internal Revenue Service Form W-9 or W-8IMY evidencing its agreement with the Borrower to be treated as a US Person (with respect to amounts received on account of any Lender) (accompanied by a properly completed IRS Forms W-8 or W-9, as applicable, and other applicable withholding statements from the beneficial owners of the debt, unless such Facility Agent written receives confirmation from the Borrower that a withholding statement is not required), accompanied by the documentation provided by the Lenders as discussed above. Each Creditor and the Facility Agent agree that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall promptly update such form or certification and deliver it to the Borrower (and, if a Lender, also to the Facility Agent). (d) [Reserved] (e) If any Person determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 7.1 (including by the payment of additional amounts pursuant to this Section 7.1), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent such Taxes are not imposed as a result of the activities of any of the Obligors within the relevant taxing jurisdiction or the jurisdiction of any of the Obligors indemnity payments made under the laws of the taxing jurisdiction; (iii) Taxes imposed on or this Section 7.1 with respect to the Agent or a Bank as a result Taxes giving rise to such refund), net of a transfer, sale, assignment, or other disposition by all out-of-pocket expenses (including Taxes) of such entity of any indemnified party and without interest in any Transaction Document or any Vessel (other than a transfer pursuant to an exercise of remedies upon an Event of Default); (iv) Taxes imposed on, or with respect to, a transferee (or a subsequent transferee) of an original Bank (and including as such a transferee a Bank whose shares of stock have been transferred or the purchaser of a participation in the Loan) to the extent of the excess of such Tax over the amount of such Tax that would have been imposed on, or with respect to, such original Bank had there not been a transfer, sale, assignment or other disposition of the shares of such original Bank or a transfer, sale, assignment or other disposition by such original Bank of any interest in any Vessel or any Transaction Document (in each case, other than any transfer pursuant to paid by the exercise of remedies as a result of an Event of Default that shall have occurred and be continuing); or (v) Taxes imposed on the Agent or any Bank that would not have been imposed but for any failure of such entity to comply with any return filing requirement or any certification, information, documentation, reporting or other similar requirement known to such entity, if such compliance is required to obtain or establish relief or exemption from or reduction in such Taxes. (b) In the event that any Obligor has actual knowledge that the Obligors are required to, or there arises in any Obligor's reasonable opinion a substantial likelihood that the Obligors will be required to, pay an additional amount or otherwise indemnify the Agent or any Bank for or on account of any Tax pursuant to Clause 5.1(a), such Obligor will promptly notify the Agent or each relevant Bank, as the case may be, of the nature of such Tax, and shall furnish such information to the Agent or each relevant Bank, as the case may be, Governmental Authority with respect to such Taxrefund). Such indemnifying party, as upon the Agent request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (e) (plus any penalties, interest or each other charges imposed by the relevant Bank, as the case may be, may reasonably request. In Governmental Authority) in the event of any knowledge or opinion of an Obligor described that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (e), in no event will the preceding sentence, the Obligors, the Agent or each relevant Bank, as the case may be, shall consult in good faith to determine what may indemnified party be required to avoid pay any amount to an indemnifying party pursuant to this paragraph (e) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or reduce such Tax, otherwise imposed and each shall use reasonable efforts the indemnification payments or additional amounts with respect to avoid or reduce such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (so long as such efforts do not, in the reasonable opinion of any relevant Bank result in any cost to such Bank or any modification of other information relating to its Taxes that it deems confidential) to the terms indemnifying party or repayment of the Loan)any other Person.

Place of Payments, No Set Off. (a) All payments to be made hereunder by the Obligors Borrowers shall be made on the due dates of such payments to the Agent at its account office located at Republic National Bank200 Xxxx Xxxxxx, in favor of Nedship Bank (America) N.V. Account No. 000 301 787 or Xxx Xxxx, Xxx Xxxx 00000 xr to such other place as the Agent may direct, for the account of the Lenders, without set-off or counterclaim and free from, clear of and without deduction for, any Taxes, provided, however, that if the Obligors Borrowers shall at any time be compelled by law to withhold or deduct any Taxes from any amounts payable to the Agent or the Banks Lenders hereunder, then, subject to Clause 5.27.2, the Obligors Borrowers shall pay such additional amounts in Dollars as may be necessary in order that the net amounts received after withholding or deduction shall equal the amounts which would have been received if such withholding or deduction were not required and, in the event any withholding or deduction is made, whether for Taxes or otherwise, the Obligors Borrowers shall promptly send to the Banks Lenders such documentary evidence with respect to such withholding or deduction as may be required from time to time by any of the BanksLenders. Notwithstanding the preceding sentence, the Obligors Borrowers shall not be required to pay additional amounts or otherwise indemnify the Agent or the Banks Lenders for or on account of: (i) Taxes based on or measured by the overall net income of the Agent or any Bank Lender or Taxes in the nature of franchise taxes or taxes for the privilege of doing business imposed by any jurisdiction or any political subdivision or taxing authority therein unless such are imposed as a result of the activities of the Obligors Borrowers within the relevant taxing jurisdiction; (ii) Taxes imposed by any jurisdiction or any political subdivision or taxing authority therein on the Agent or any Bank Lender that would not have been imposed but for such entityLender's being organized in or conducting business in or maintaining a place of business in the relevant taxing jurisdiction, or engaging in activities or transactions in the relevant taxing jurisdiction that are unrelated to the transactions contemplated by the Transaction Documents, but only to the extent such Taxes are not imposed as a result of the activities of any of the Obligors Borrowers within the relevant taxing jurisdiction or the jurisdiction of any of the Obligors Borrowers under the laws of the taxing jurisdiction; (iii) Taxes imposed on or with respect to the Agent or a Bank Lender as a result of a transfer, sale, assignment, or other disposition by such entity Lender of any interest in any Transaction Document Document, any Note or any Vessel (other than a transfer pursuant to an exercise of remedies upon an Event of Default); (iv) Taxes imposed on, or with respect to, a transferee (or a subsequent transferee) of an original Bank Lender (and including as such a transferee a Bank Lender whose shares of stock have been transferred or the purchaser of a participation in the Loan) to the extent of the excess of such Tax over the amount of such Tax that would have been imposed on, or with respect to, such original Bank Lender had there not been a transfer, sale, assignment or other disposition of the shares of such original Bank Lender or a transfer, sale, assignment or other disposition by such original Bank Lender of any interest in any Vessel Vessel, any Note or any Transaction Document (in each case, other than any transfer pursuant to the exercise of remedies as a result of an Event of Default that shall have occurred and be continuing); or (v) Taxes imposed on the Agent or any Bank Lender that would not have been imposed but for any failure of such entity Lender to comply with any return filing requirement or any certification, information, documentation, reporting or other similar requirement known to such entityLender, if such compliance is required to obtain or establish relief or exemption from or reduction in such Taxes. (b) In the event that any Obligor Borrower has actual knowledge that the Obligors Borrowers are required to, or there arises in any ObligorBorrower's reasonable opinion a substantial likelihood that the Obligors Borrowers will be required to, pay an additional amount or otherwise indemnify the Agent or any Bank Lender for or on account of any Tax pursuant to Clause 5.1(a7.1(a), such Obligor the Borrower will promptly notify the Agent or and each relevant Bank, as the case may be, Lender of the nature of such Tax, and shall furnish such information to the Agent or each relevant Bank, as the case may be, and such Lender with respect to such Tax, as the Agent or each relevant Bank, as the case may be, such Lender may reasonably request. In the event of any knowledge or opinion of an Obligor a Borrower described in the preceding sentence, the ObligorsBorrowers, the Agent or and each relevant Bank, as the case may be, Lender shall consult in good faith to determine what may be required to avoid or reduce such Tax, and shall each shall use reasonable efforts to avoid or reduce such Tax (so long as such efforts do not, in the reasonable opinion of any the relevant Bank Lender, result in any cost to such Bank Lender or any modification of the terms or repayment of the Loan).

Place of Payments, No Set Off. (a) All payments to be made hereunder by the Obligors Borrower shall be made on the due dates of such payments to the Agent Lender at its account office located at Republic National BankXxxxx 00, in favor of Nedship Bank (America) N.V. Account No. 000 301 787 Xxxxxxx Xxxxx, 0 Xxxxxx Xxxxx, Sydney, NSW Australia or to such other place as the Agent Lender may direct, direct without set-off or counterclaim and free from, clear of and without deduction for, any Taxes, provided, however, that if the Obligors Borrower shall at any time be compelled by law to withhold or deduct any Taxes from any amounts payable to the Agent or the Banks Lender hereunder, then, subject to Clause 5.27.2, the Obligors Borrower shall pay such additional amounts in Dollars as may be necessary in order that the net amounts received after withholding or deduction shall equal the amounts which would have been received if such withholding or deduction were not required and, in the event any withholding or deduction is made, whether for Taxes or otherwise, the Obligors Borrower shall promptly send to the Banks Lender such documentary evidence with respect to such withholding or deduction as may be required from time to time by any of the BanksLender. Notwithstanding the preceding sentence, the Obligors Borrower shall not be required to pay additional amounts or otherwise indemnify the Agent or the Banks Lender for or on account of: (i) Taxes based on or measured by the overall net income of the Agent or any Bank Lender or Taxes in the nature of franchise taxes or taxes for the privilege of doing business imposed by any jurisdiction or any political subdivision or taxing authority therein unless such are imposed as a result of the activities of the Obligors Borrower within the relevant taxing jurisdiction; (ii) Taxes imposed by any jurisdiction or any political subdivision or taxing authority therein on the Agent or any Bank Lender that would not have been imposed but for such entity's the Lender being organized in or conducting business in or maintaining a place of business in the relevant taxing jurisdiction, or engaging in activities or transactions in the relevant taxing jurisdiction that are unrelated to the transactions contemplated by the Transaction Documents, but only to the extent such Taxes are not imposed as a result of the activities of any of the Obligors Borrower within the relevant taxing jurisdiction or the jurisdiction of any of the Obligors Borrower under the laws of the taxing jurisdiction; (iii) Taxes imposed on or with respect to the Agent or a Bank Lender as a result of a transfer, sale, assignment, or other disposition by such entity the Lender of any interest in any Transaction Document or any the Vessel (other than a transfer pursuant to an exercise of remedies upon an Event of Default); (iv) Taxes imposed on, or with respect to, a transferee (or a subsequent transferee) of an original Bank the Lender (and including as such a transferee a Bank the Lender whose shares of stock have been transferred or the purchaser of a participation in the Loan) to the extent of the excess of such Tax over the amount of such Tax that would have been imposed on, or with respect to, such original Bank the Lender had there not been a transfer, sale, assignment or other disposition of the shares of such original Bank the Lender or a transfer, sale, assignment or other disposition by such original Bank the Lender of any interest in any the Vessel or any Transaction Document (in each case, other than any transfer pursuant to the exercise of remedies as a result of an Event of Default that shall have occurred and be continuing); or (v) Taxes imposed on the Agent or any Bank Lender that would not have been imposed but for any failure of such entity the Lender to comply with any return filing requirement or any certification, information, documentation, reporting or other similar requirement known to such entitythe Lender, if such compliance is required to obtain or establish relief or exemption from or reduction in such Taxes. (b) In the event that any Obligor the Borrower has actual knowledge that the Obligors are Borrower is required to, or there arises in any Obligorthe Borrower's reasonable opinion a substantial likelihood that the Obligors Borrower will be required to, pay an additional amount or otherwise indemnify the Agent or any Bank Lender for or on account of any Tax pursuant to Clause 5.1(a7.1(a), such Obligor the Borrower will promptly notify the Agent or each relevant Bank, as the case may be, Lender of the nature of such Tax, and shall furnish such information to the Agent or each relevant Bank, as the case may be, Lender with respect to such Tax, as the Agent or each relevant Bank, as the case may be, Lender may reasonably request. In the event of any knowledge or opinion of an Obligor the Borrower described in the preceding sentence, the Obligors, Borrower and the Agent or each relevant Bank, as the case may be, Lender shall consult in good faith to determine what may be required to avoid fund the Loan in Australian Dollars and/or to eliminate or reduce such Tax, and shall each shall use reasonable efforts to avoid fund the Loan in Australian Dollars and/or to eliminate or reduce such Tax (so long as such efforts do not, in the reasonable opinion of any the relevant Bank Lender, result in any cost to such Bank the Lender or any modification of the terms or repayment of the LoanLoan or result in the Lender being subjected to any additional risk or exposure).

Place of Payments, No Set Off. (a) All payments to be made hereunder by the Obligors Account Party shall be made on the due dates of such payments to the Agent L/C Provider at its account office located at Republic National Bank200 Xxxx Xxxxxx Xxx Xxxx, in favor of Nedship Bank (America) N.V. Account No. 000 301 787 XX 00000, XXX or to such other place as the Agent L/C Provider may direct, for the account of the L/C Provider, without set-off or counterclaim and free from, clear of and without deduction for, any Taxes, provided, however, that if the Obligors Account Party shall at any time be compelled by law to withhold or deduct any Taxes from any amounts payable to the Agent or the Banks L/C Provider hereunder, then, subject to Clause Section 5.2, the Obligors Account Party shall pay such additional amounts in Dollars as may be necessary in order that the net amounts received after withholding or deduction shall equal the amounts which would have been received if such withholding or deduction were not required and, in the event any withholding or deduction is made, whether for Taxes or otherwise, the Obligors Account Party shall promptly send to the Banks L/C Provider such documentary evidence with respect to such withholding or deduction as may be required from time to time by any of the BanksL/C Provider. Notwithstanding the preceding sentence, the Obligors Account Party SK 16279 0020 900329 v6 shall not be required to pay additional amounts or otherwise indemnify the Agent or the Banks L/C Provider for or on account of: (i) Taxes based on or measured by the overall net income of the Agent or any Bank L/C Provider or Taxes in the nature of franchise taxes or taxes for the privilege of doing business imposed by any jurisdiction or any political subdivision or taxing authority therein unless such are imposed as a result of the activities of the Obligors Account Party within the relevant taxing jurisdiction; (ii) Taxes imposed by any jurisdiction or any political subdivision or taxing authority therein on the Agent or any Bank L/C Provider that would not have been imposed but for such entitythe L/C Provider's being organized in or conducting business in or maintaining a place of business in the relevant taxing jurisdiction, or engaging in activities or transactions in the relevant taxing jurisdiction that are unrelated to the transactions contemplated by the Transaction Documents, but only to the extent such Taxes are not imposed as a result of the activities of any of the Obligors Account Party within the relevant taxing jurisdiction or the jurisdiction of any of the Obligors Account Party under the laws of the taxing jurisdiction; (iii) Taxes imposed on or with respect to the Agent or a Bank L/C Provider as a result of a transfer, sale, assignment, or other disposition by such entity the L/C Provider of any interest in any Transaction Document or any the Vessel (other than a transfer pursuant to an exercise of remedies upon an Event of Default);Default);or (iv) Taxes imposed on, or with respect to, a transferee (or a subsequent transferee) of an original Bank (and including as such a transferee a Bank whose shares of stock have been transferred or the purchaser of a participation in the Loan) to the extent of the excess of such Tax over the amount of such Tax that would have been imposed on, or with respect to, such original Bank had there not been a transfer, sale, assignment or other disposition of the shares of such original Bank or a transfer, sale, assignment or other disposition by such original Bank of any interest in any Vessel or any Transaction Document (in each case, other than any transfer pursuant to the exercise of remedies as a result of an Event of Default that shall have occurred and be continuing); or (v) Taxes imposed on the Agent or any Bank L/C Provider that would not have been imposed but for any failure of such entity the L/C Provider to comply with any return filing requirement or any certification, information, documentation, reporting or other similar requirement known to such entitythe L/C Provider, if such compliance is required to obtain or establish relief or exemption from or reduction in such Taxes. (b) In the event that any Obligor the Account Party has actual knowledge that the Obligors are Account Party is required to, or there arises in any Obligorthe Account Party's reasonable opinion a substantial likelihood that the Obligors Account Party will be required to, pay an additional amount or otherwise indemnify the Agent or any Bank L/C Provider for or on account of any Tax pursuant to Clause Section 5.1(a), such Obligor the Account Party will promptly notify the Agent or each relevant Bank, as the case may be, L/C Provider of the nature of such Tax, and shall furnish such information to the Agent or each relevant Bank, as the case may be, L/C Provider with respect to such Tax, as the Agent or each relevant Bank, as the case may be, L/C Provider may reasonably request. In the event of any knowledge or opinion of an Obligor the Account Party described in the preceding sentence, the Obligors, Account Party and the Agent or each relevant Bank, as the case may be, L/C Provider shall consult in good faith to determine what may be required to avoid or reduce such Tax, and each shall use reasonable efforts to avoid or reduce such Tax (so long as such efforts do not, in the reasonable opinion of any relevant Bank the L/C Provider, result in any cost to such Bank the L/C Provider or any modification of the terms or payment or repayment of the LoanPayment Obligations).