Common use of Taxes; Net Payments Clause in Contracts

Taxes; Net Payments. Any and all payments by the Borrower hereunder, whether of principal, interest, fees, expenses or otherwise, shall be paid in full, free and clear of and without deduction for any and all Taxes with respect thereto, excluding any Taxes imposed on the income of the Bank or any successor or assign thereof, and franchise taxes imposed on any of them, by the jurisdiction under the laws of which the Bank or any such successor or assign or any of their respective lending offices is organized or located or any political subdivision thereof; provided, however, that (i) except as otherwise provided in paragraph 10.6, the obligation of the Borrower under this paragraph 2.13 shall not extend to any Person that purchases a participation interest in any Loan and (ii) under no circumstances shall the obligation of the Borrower under this paragraph 2.13 to any successor or assignee exceed the amounts for which it would be liable but for such succession or assignment. If the Borrower shall be required by law to deduct any Taxes from or in respect of any such sum payable hereunder to the Bank, (i) the sum payable to the Bank hereunder shall be increased as may be necessary so that after making all required deductions the Bank receives an amount equal to the sum it would have received had no such deductions been made, (ii) subject to clause (i) above, the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. In the event that any such deduction or withholding can be reduced or nullified as a result of the application of any relevant double taxation convention, the Bank will, at the expense of the Borrower, cooperate with the Borrower, to the extent reasonable, in making application to the relevant taxing authorities seeking to obtain such reduction or nullification, provided, however, that the Bank shall have no obligation to engage in litigation with respect thereto.

Taxes; Net Payments. Any and all payments by (a) If, as a result of any change occurring after the Borrower hereunderdate hereof in any treaty, whether of principal, interest, fees, expenses law or otherwise, shall be paid in full, free and clear of and without deduction for any and all Taxes with respect thereto, excluding any Taxes imposed on the income regulation of the Bank or any successor or assign thereof, and franchise taxes imposed on any of them, by the jurisdiction under the laws of which the Bank or any such successor or assign or any of their respective lending offices is organized or located United States or any political subdivision or taxing authority thereof or therein or in the official interpretation of any thereof (a "Tax Law Change"), any amount payable by the Company under the Loan Documents to any Lender which is not a "United States person" (as defined in Section 7701(a)(30) of the Code) becomes subject to the imposition of, or any deduction or withholding for or on account of, any Taxes imposed by the United States or any political subdivision or taxing authority thereof or therein (other than any such Taxes, or any deduction or withholding for or on account thereof, which are imposed by any taxing authority in any jurisdiction in which such Lender maintains a Lending Office or is otherwise subject to such Tax by reason of transactions or activities other than those contemplated by this Agreement), or there is an increase in the rate of any such Taxes or in the amount of the deduction or withholding for or on account thereof as in effect immediately prior to such Tax Law Change (all such non-excluded Taxes, deductions or withholdings being referred to herein as "Indemnified Taxes"), then the Company shall, to the extent legally permissible, make all payments under the Loan Documents free and clear of, and without deduction or withholding for or on account of, any such Indemnified Taxes. In the event the Company is required by law to make any deduction or withholding for or on account of any such Indemnified Taxes from any such payment, then the Company shall (i) increase the amount of such payment so that the relevant Lender will receive a net amount (after deduction of all such Indemnified Taxes and all additional Indemnified Taxes as may be imposed by reason of such increased payment) equal to the amount which would have been received had no such deduction or withholding been required, (ii) file such returns or reports as may be required with respect to such Indemnified Taxes with, and make payment thereof to, the appropriate taxing authority within the time prescribed therefor by law, and (iii) promptly following a request therefor by the Agent or the relevant Lender, provide a copy of a receipt or other satisfactory documentary evidence of the payment of such Indemnified Taxes; provided, however, that (i) except as otherwise provided in paragraph 10.6, the obligation of the Borrower Company shall have no liability under this paragraph 2.13 shall not extend for (x) any Taxes which are imposed by reason of a failure of a relevant Lender to any Person that purchases a participation interest in any Loan and comply with its obligations under paragraph 3.10(b) or (iiy) under no circumstances shall an amount of Taxes greater than the obligation of amount the Borrower Company would have been obligated to pay under this paragraph 2.13 with respect to Taxes of the transferring Lender had there not been a transfer by such Lender of an interest (including, without limitation, a participation interest) in the Loan Documents prior to a Tax Law Change, but the Company shall have liability for any successor or assignee exceed the amounts Tax for which it would be the acquiror of such interest becomes liable but for such succession or assignment. If after the Borrower shall be required by law to deduct any Taxes from or in respect of transfer thereof and following a Tax Law Change (other than any such sum payable hereunder to the Bank, (i) the sum payable to the Bank hereunder shall be increased as may be necessary so that after making all required deductions the Bank receives transfer which is made in connection with an amount equal to the sum it would have received had no such deductions been made, (ii) subject to clause (i) above, the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable lawexercise of remedies following an Event of Default). In the event that any such deduction or withholding can be reduced or nullified as a result of the application of any relevant double taxation conventioncon- vention, the Bank Lenders and the Agent will, at the expense of the BorrowerCompany, cooperate with the Borrower, to the extent reasonable, Company in making application to the relevant rel- evant taxing authorities seeking to obtain such reduction or nullification, provided, however, provided that the Bank Lenders and the Agent shall have no obligation to (i) engage in litigation with respect theretothereto or (ii) disclose any tax return or other confidential information. If any payment to any Lender under any Loan Document is or becomes subject to any Indemnified Taxes, such Lender shall (unless otherwise required by a Governmental Body or as a result of any law, rule, regulation, order or similar directive applicable to such Lender) designate a dif- ferent Lending Office from that initially selected thereby, if such designation would avoid such Indemnified Taxes and would not be oth- erwise disadvantageous to such Lender in any material respect. In the event that any Lender determines that it received a refund or credit for Indemnified Taxes paid by the Company under this paragraph , such Lender shall promptly notify the Agent and the Company of such fact and shall remit to the Company the amount of such refund or credit applicable to the payments made by the Company to or in respect of such Lender under this paragraph. (b) Each Lender which is not a "United States person" (as defined in Section 7701(a)(30) of the Code) shall deliver to the Company such certificates, documents, or other evidence as the Company may reasonably require from time to time as are necessary to establish that such Lender is not subject to withholding under the Code (or is entitled to a reduced rate of withholding) or as may be necessary to establish, under any law imposing upon the Company, hereafter, an obligation to withhold any portion of the payments made by the Company under the Loan Documents, that payments to the Agent on behalf of such Lender are not subject to withholding (or qualify for a reduced rate of withholding). Notwithstanding any provision herein to the contrary, the Company shall have no obligation to pay to any Lender any amount which the Company is liable to withhold due to the failure of such Lender to file any certificates, documents, or other evidence from time to time required in order to secure an exemption from, or reduced rate of, any withholding Tax imposed under any applicable law or treaty. (c) In the event that the Company shall become liable to make any payments under this paragraph to or on behalf of any Lender, the Company may, within 60 days of the demand by such Lender for such payments, request one or more of the Lenders (each, a "Replacement Lender") to elect to increase its Commitment by an amount up to the amount of the Commitment of such Lender (a "Selling Lender") or designate another lender or lenders (any such lender, also a "Replacement Lender") reasonably acceptable to the Agent and willing to assume the Commitment of any such Selling Lender. Upon the Commitment of such Selling Lender being taken up by a Replacement Lender, such Replacement Lender shall assume the Commitment of such Selling Lender by purchasing such Selling Lender's Note which shall be sold by such Selling Lender without recourse or warranty (except as to the amount due thereon, its title to such Note and its right to sell the same) at a price in immediately available funds equal to the outstanding principal balance of such Selling Lender's Notes, together with accrued and unpaid interest thereon to the date of such payment, any accrued and unpaid Facility Fee due to such Selling Lender and any other amounts due to such Selling Lender under the Loan Documents. Effective upon such sale, each Replacement Lender shall be deemed to be a "Lender" for purposes of this Agreement, and such Selling Lender shall cease to be a "Lender" for all purposes of this Agreement (ex- cept with respect to its rights hereunder to be reimbursed for costs and expenses, and to indemnification with respect to, matters at- tributable to events, acts or conditions occurring prior to such assumption and purchase) and shall no longer have any obligations hereunder. The Company shall execute and deliver to such Replacement Lender a Note or Notes in an aggregate principal amount equal to the Loans assigned to, and the Commitment assumed by, such Replacement Lender in exchange for the Note or Notes of the applicable Selling Lender.

Taxes; Net Payments. Any and all (a) All payments made by the Borrower hereunder, whether of principal, interest, fees, expenses or otherwise, Borrowers under the Loan Documents shall be paid in full, made free and clear of of, and without deduction reduction for or on account of, any and all Taxes with respect thereto, excluding any Taxes imposed on the income of the Bank or any successor or assign thereof, and franchise taxes imposed on any of them, by the jurisdiction under the laws of which the Bank or any such successor or assign or any of their respective lending offices is organized or located or any political subdivision thereof; provided, however, that (i) except as otherwise provided in paragraph 10.6, the obligation of the Borrower under this paragraph 2.13 shall not extend to any Person that purchases a participation interest in any Loan and (ii) under no circumstances shall the obligation of the Borrower under this paragraph 2.13 to any successor or assignee exceed the amounts for which it would be liable but for such succession or assignment. If the Borrower shall be required by law to deduct be withheld from any Taxes amounts payable under the Loan Documents. In the event that a Borrower is prohibited by law from making such payments free of deductions or in respect of any withholdings, then such sum payable hereunder Borrower shall pay such additional amounts to the BankAgent, (i) for the sum payable to benefit of the Bank hereunder shall be increased Issuer and the Lenders, as may be necessary so in order that the actual amounts received by the Issuer and the Lenders in respect of interest and any other amounts payable under the Loan Documents after making all required deductions deduction or withholding (and after payment of any additional taxes or other charges due as a consequence of the Bank receives an payment of such additional amounts) shall equal the amount equal to the sum it that would have been received had no if such deductions been made, (ii) subject to clause (i) above, the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority deduction or other authority in accordance with applicable lawwithholding were not required. In the event that any such deduction or withholding can be reduced or nullified as a result of the application of any relevant double taxation convention, the Bank Lenders, the Issuer and the Agent will, at the expense of the applicable Borrower, cooperate with the Borrower, to the extent reasonable, such Borrower in making application to the relevant taxing authorities seeking to obtain such reduction or nullification, provided, however, provided that the Bank Lenders, the Issuer and the Agent shall have no obligation to (i) engage in litigation with respect theretothereto or (ii) disclose any tax return or other confidential information. If a Borrower shall make any payment under this Section or shall make any deduction or withholding from amounts paid under any Loan Document, such Borrower shall forthwith forward to the Agent original or certified copies of official receipts or other evidence acceptable to the Agent establishing each such payment, deduction or withholding, as the case may be, and the Agent in turn shall distribute copies thereof to the Issuer and each Lender. If any payment to the Issuer or any Lender under any Loan Document is or becomes subject to any withholding, the Issuer or such Lender, as the case may be, shall (unless otherwise required by a Governmental Authority or as a result of any law, rule, regulation, order or similar directive applicable to the Issuer or such Lender, as the case may be) designate a different office or branch to which such payment is to be made from that initially selected thereby, if such designation would avoid such withholding and would not be otherwise disadvantageous to the Issuer or such Lender, as the case may be, in any respect. In the event that the Issuer or any Lender determines that it received a refund or credit for taxes paid by a Borrower under this Section, the Issuer or such Lender, as the case may be, shall promptly notify the Agent and such Borrower of such fact and shall remit to such Borrower the amount of such refund or credit applicable to the payments made by such Borrower in respect of the Issuer or such Lender, as the case may be, under this Section. (b) So long as it is lawfully able to do so, each Lender not incorporated under the laws of the United States or any State thereof shall deliver to the Company on behalf of itself and the other Borrowers such certificates, documents, or other evidence as a Borrower may reasonably require from time to time as are necessary to establish that such Lender is not subject to withholding under Section 1441, 1442 or 3406 of the Internal Revenue Code or as may be necessary to establish, under any law imposing upon such Borrower, hereafter, an obligation to withhold any portion of the payments made by such Borrower under the Loan Documents, that payments to the Agent on behalf of such Lender are not subject to withholding. Notwithstanding any provision herein to the contrary, a Borrower shall have no obligation to pay to the Issuer, the Swing Line Lender or any Lender any amount which such Borrower is liable to withhold due to the failure of the Issuer, the Swing Line Lender or such Lender, as the case may be, to file any statement of exemption required by the Internal Revenue Code.

Taxes; Net Payments. Any and all (a) All payments made by the Borrower hereunder, whether of principal, interest, fees, expenses or otherwise, Borrowers under the Loan Documents shall be paid in full, made free and clear of of, and without deduction reduction for or on account of, any and all Taxes with respect thereto, excluding any Taxes imposed on the income of the Bank or any successor or assign thereof, and franchise taxes imposed on any of them, by the jurisdiction under the laws of which the Bank or any such successor or assign or any of their respective lending offices is organized or located or any political subdivision thereof; provided, however, that (i) except as otherwise provided in paragraph 10.6, the obligation of the Borrower under this paragraph 2.13 shall not extend to any Person that purchases a participation interest in any Loan and (ii) under no circumstances shall the obligation of the Borrower under this paragraph 2.13 to any successor or assignee exceed the amounts for which it would be liable but for such succession or assignment. If the Borrower shall be required by law to deduct be withheld from any Taxes amounts payable under the Loan Documents. In the event that a Borrower is prohibited by law from making such payments free of deductions or in respect of any withholdings, then such sum payable hereunder Borrower shall pay such additional amounts to the BankAgent, (i) for the sum payable to benefit of the Bank hereunder shall be increased Issuer and the Lenders, as may be necessary so in order that the actual amounts received by the Issuer and the Lenders in respect of interest and any other amounts payable under the Loan Documents after making all required deductions deduction or withholding (and after payment of any additional taxes or other charges due as a consequence of the Bank receives an payment of such additional amounts) shall equal the amount equal to the sum it that would have been received had no if such deductions been made, (ii) subject to clause (i) above, the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority deduction or other authority in accordance with applicable lawwithholding were not required. In the event that any such deduction or withholding can be reduced or nullified as a result of the application of any relevant double taxation convention, the Bank Lenders, the Issuer and the Agent will, at the expense of the applicable Borrower, cooperate with the Borrower, to the extent reasonable, such Borrower in making application to the relevant taxing authorities seeking to obtain such reduction or nullification, provided, however, provided that the Bank Lenders, the Issuer and the Agent shall have no obligation to (i) engage in litigation with respect theretothereto or (ii) disclose any tax return or other confidential information. If a Borrower shall make any payment under this Section or shall make any deduction or withholding from amounts paid under any Loan Document, such Borrower shall forthwith forward to the Agent original or certified copies of official receipts or other evidence acceptable to the Agent establishing each such payment, deduction or withholding, as the case may be, and the Agent in turn shall distribute copies thereof to the Issuer and each Lender. If any payment to the Issuer or any Lender under any Loan Document is or becomes subject to (b) So long as it is lawfully able to do so, each Lender not incorporated under the laws of the United States or any State thereof shall deliver to the Company on behalf of itself and the other Borrowers such certificates, documents, or other evidence as a Borrower may reasonably require from time to time as are necessary to establish that such Lender is not subject to withholding under Section 1441, 1442 or 3406 of the Internal Revenue Code or as may be necessary to establish, under any law imposing upon such Borrower, hereafter, an obligation to withhold any portion of the payments made by such Borrower under the Loan Documents, that payments to the Agent on behalf of such Lender are not subject to withholding. Notwithstanding any provision herein to the contrary, a Borrower shall have no obligation to pay to the Issuer, the Swing Line Lender or any Lender any amount which such Borrower is liable to withhold due to the failure of the Issuer, the Swing Line Lender or such Lender, as the case may be, to file any statement of exemption required by the Internal Revenue Code.

Taxes; Net Payments. Any and all (a) All payments made by the Borrower hereunder, whether of principal, interest, fees, expenses or otherwise, Borrowers under the Loan Documents shall be paid in full, made free and clear of of, and without deduction reduction for or on account of, any and all Taxes with respect thereto, excluding any Taxes imposed on the income of the Bank or any successor or assign thereof, and franchise taxes imposed on any of them, by the jurisdiction under the laws of which the Bank or any such successor or assign or any of their respective lending offices is organized or located or any political subdivision thereof; provided, however, that (i) except as otherwise provided in paragraph 10.6, the obligation of the Borrower under this paragraph 2.13 shall not extend to any Person that purchases a participation interest in any Loan and (ii) under no circumstances shall the obligation of the Borrower under this paragraph 2.13 to any successor or assignee exceed the amounts for which it would be liable but for such succession or assignment. If the Borrower shall be required by law to deduct be withheld from any Taxes amounts payable under the Loan Documents. In the event that a Borrower is prohibited by law from making such payments free of deductions or in respect of any withholdings, then such sum payable hereunder Borrower shall pay such additional amounts to the BankAgent, (i) for the sum payable to benefit of the Bank hereunder shall be increased Issuer and the Lenders, as may be necessary so in order that the actual amounts received by the Issuer and the Lenders in respect of interest and any other amounts payable under the Loan Documents after making all required deductions deduction or withholding (and after payment of any additional taxes or other charges due as a consequence of the Bank receives an payment of such additional amounts) shall equal the amount equal to the sum it that would have been received had no if such deductions been made, (ii) subject to clause (i) above, the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority deduction or other authority in accordance with applicable lawwithholding were not required. In the event that any such deduction or withholding can be reduced or nullified as a result of the application of any relevant double taxation convention, the Bank Lenders, the Issuer and the Agent will, at the expense of the applicable Borrower, cooperate with the Borrower, to the extent reasonable, such Borrower in making application to the relevant taxing authorities seeking to obtain such reduction or nullification, provided, however, provided that the Bank Lenders, the Issuer and the Agent shall have no obligation to (i) engage in litigation with respect theretothereto or (ii) disclose any tax return or other confidential information. If a Borrower shall make any payment under this Section or shall make any deduction or withholding from amounts paid under any Loan Document, such Borrower shall forthwith forward to the Agent original or certified copies of official receipts or other evidence acceptable to the Agent establishing each such payment, deduction or withholding, as the case may be, and the Agent in turn shall distribute copies thereof to the Issuer and each Lender. If any payment to the Issuer or any Lender under any Loan Document is or becomes subject to any withholding, the Issuer or such Lender, as the case may be, shall (unless otherwise required by a Governmental Authority or as a result of any law, rule, regulation, order 39 or similar directive applicable to the Issuer or such Lender, as the case may be) designate a different office or branch to which such payment is to be made from that initially selected thereby, if such designation would avoid such withholding and would not be otherwise disadvantageous to the Issuer or such Lender, as the case may be, in any respect. In the event that the Issuer or any Lender determines that it received a refund or credit for taxes paid by a Borrower under this Section, the Issuer or such Lender, as the case may be, shall promptly notify the Agent and such Borrower of such fact and shall remit to such Borrower the amount of such refund or credit applicable to the payments made by such Borrower in respect of the Issuer or such Lender, as the case may be, under this Section. (b) So long as it is lawfully able to do so, each Lender not incorporated under the laws of the United States or any State thereof shall deliver to the Company on behalf of itself and the other Borrowers such certificates, documents, or other evidence as a Borrower may reasonably require from time to time as are necessary to establish that such Lender is not subject to withholding under Section 1441, 1442 or 3406 of the Internal Revenue Code or as may be necessary to establish, under any law imposing upon such Borrower, hereafter, an obligation to withhold any portion of the payments made by such Borrower under the Loan Documents, that payments to the Agent on behalf of such Lender are not subject to withholding. Notwithstanding any provision herein to the contrary, a Borrower shall have no obligation to pay to the Issuer, the Swing Line Lender or any Lender any amount which such Borrower is liable to withhold due to the failure of the Issuer, the Swing Line Lender or such Lender, as the case may be, to file any statement of exemption required by the Internal Revenue Code.

Taxes; Net Payments. Any and all (a) All payments made by the Borrower hereunder, whether of principal, interest, fees, expenses or otherwise, under the Loan Documents shall be paid in full, made free and clear of of, and without deduction reduction for or on account of, any and all Taxes with respect thereto, excluding any Taxes imposed on the income of the Bank or any successor or assign thereof, and franchise taxes imposed on any of them, by the jurisdiction under the laws of which the Bank or any such successor or assign or any of their respective lending offices is organized or located or any political subdivision thereof; provided, however, that (i) except as otherwise provided in paragraph 10.6, the obligation of the Borrower under this paragraph 2.13 shall not extend to any Person that purchases a participation interest in any Loan and (ii) under no circumstances shall the obligation of the Borrower under this paragraph 2.13 to any successor or assignee exceed the amounts for which it would be liable but for such succession or assignment. If the Borrower shall be required by law to deduct be withheld from any Taxes from or in respect of amounts payable under the Loan Documents but excluding therefrom any such sum payable hereunder taxes to which the Lender becomes subject subsequent to the Bank, later of the date of this Agreement or the date such Lender becomes a Lender to the extent that the Lender becomes subject to such taxes as a result of (i) a change in the sum payable residence of the Lender, (ii) a change in the place of incorporation of the Lender, (iii) a change in the principal place of business of the Lender, (iv) a change in the branch or lending office of the Lender participating in the transactions set forth herein, (v) any other change in the circumstances of the Lender which change (A) is within the control of the Lender and (B) a diligent person would reasonably anticipate would result in subjecting payments to the Bank hereunder Lender to additional taxes, or (vi) any sale, assignment, transfer or negotiation by the Lender of all or a portion of its Commitment, its Loans or its Note to a subsidiary or Affiliate of any Lender which sale, assignment, transfer or negotiation (A) is accomplished without the consent of the Borrower pursuant to Section 10.7(c) and (B) a diligent person would reasonably anticipate would result in subjecting payments to the Lender to additional taxes (any taxes required by law to be withheld from any amounts payable under the Loan Documents, other than excluded taxes, shall be increased referred to in this Section 3.10 as "Taxes"). In the event that the Borrower is prohibited by law from making ----- payments hereunder free of deductions or withholdings for Taxes, then the Borrower shall pay such additional amounts to the Administrative Agent, for the benefit of the Lenders, as may be necessary so in order that the actual amounts received by each Lender in respect of interest and any other amounts payable hereunder or under its Note after making all required deductions deduction or withholding for Taxes shall equal the Bank receives an amount equal to the sum it that would have been received had no if such deductions been made, (ii) subject to clause (i) above, the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority deduction or other authority in accordance with applicable lawwithholding for Taxes were not required. In the event that any such deduction or withholding can be reduced or nullified as a result of the application of any relevant double taxation convention, the Bank Administrative Agent and the Lenders will, at the expense of the Borrower, cooperate with the Borrower, to the extent reasonable, Borrower in making application to the relevant taxing authorities seeking to obtain such reduction or nullification, provided, however, that the Bank Administrative Agent and the Lenders shall have no obligation to engage in litigation with respect thereto. If the Borrower shall make any payments under this Section 3.10 or shall make any deductions or withholdings from amounts paid hereunder, the Borrower shall forthwith forward to the Administrative Agent original or certified copies of official receipts or other evidence acceptable to the Administrative Agent establishing such payment and the Administrative Agent in turn shall distribute copies of such receipts to each Lender. If payments to any Lender hereunder are or become subject to any withholding for Taxes, such Lender shall (unless otherwise required by a Governmental Authority or as a result of any law, rule, regulation, order or similar directive applicable to such Lender) designate a different office or branch to which payments are to be made under the Loan Documents from that initially selected by such Lender, if such designation would avoid such withholding and would not be otherwise disadvantageous (other than by way of a de minimis inconvenience) to such Lender in any respect. In the event -- ------- that any Lender receives a refund or credit for taxes paid by the Borrower under this Section 3.10, such Lender shall promptly notify the Administrative Agent and the Borrower and remit to the Borrower the amount of such refund or credit applicable to the payments made by the Borrower in respect of such Lender under this Section 3.10. The additional amounts required to be paid by the Borrower pursuant to this Section 3.10 shall be computed with respect to taxes required to be withheld from payments to a Lender and shall not be computed with respect to a tax imposed on or measured by the overall net income (including a franchise tax based on net income) of a Lender or its lending offices by the United States (or any political subdivision or taxing authority thereof or therein) or by the jurisdictions in which such Lender's principal office or lending offices are located, or are resident, or in which such Lender is incorporated. (b) Each Lender not incorporated under the laws of the United States or any State thereof shall deliver to the Borrower such certificates, documents, or other evidence as the Borrower may reasonably require from time to time (including Forms 1001 and 4224) as are necessary to establish that such Lender is not subject to withholding under Section 1441, 1442 or 3406 of the Code or as may be necessary to establish, under any law imposing upon the Borrower, hereafter, an obligation to withhold any portion of the payments made by the Borrower under the Loan Documents, that payments to the Administrative Agent on behalf of such Lender are not subject to withholding. Notwithstanding any provision herein to the contrary, the Borrower shall have no obligation to pay any Lender any amount which the Borrower is liable to withhold due to the failure of such Lender to file any statement of exemption required by the Code or any Governmental Authority, provided, however, that there shall be no requirement to file any such statement of exemption and this sentence shall not apply if an event (including any changes in treaty law or regulation) has occurred prior to the date on which such filing would be required, which renders such statement of exemption inapplicable or which would prevent the Lender from duly completing and delivering such statement of exemption.

Taxes; Net Payments. (a) Any and all payments by the Borrower hereunder, whether or on account of principal, interest, fees, expenses or otherwise, any obligation of any Loan Party hereunder and under any other Loan Document shall be paid in full, made free and clear of and without deduction for any and all Indemnified Taxes with respect theretoor Other Taxes, excluding any Taxes imposed on the income of the Bank or any successor or assign thereofprovided that, and franchise taxes imposed on any of them, by the jurisdiction under the laws of which the Bank or any if such successor or assign or any of their respective lending offices is organized or located or any political subdivision thereof; provided, however, that (i) except as otherwise provided in paragraph 10.6, the obligation of the Borrower under this paragraph 2.13 shall not extend to any Person that purchases a participation interest in any Loan and (ii) under no circumstances shall the obligation of the Borrower under this paragraph 2.13 to any successor or assignee exceed the amounts for which it would be liable but for such succession or assignment. If the Borrower Party shall be required by law to deduct any Indemnified Taxes or Other Taxes from or in respect of any such sum payable hereunder to the Bankpayments, then (i) the sum payable to the Bank hereunder shall be increased as may be necessary so that that, after making all required deductions (including deductions applicable to additional sums payable under this Section), the Bank applicable Credit Party receives an amount equal to the sum it would have received had no such deductions been made, (ii) subject to clause (i) above, the Borrower such Loan Party shall make such deductions and (iii) the Borrower such Loan Party shall pay the full amount deducted to the relevant taxation authority or other authority Governmental Authority in accordance with applicable law. (b) In addition, the Loan Parties shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law. (c) Each Loan Party shall indemnify each Credit Party, within ten days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by such Credit Party on or with respect to any payment by or on account of any obligation of such Loan Party under the Loan Documents (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. In A certificate as to the event that amount of such payment or liability delivered to the Borrower by a Credit Party, or by the Administrative Agent on its own behalf or on behalf of a Credit Party, shall be conclusive absent manifest error. (d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such deduction or withholding can be reduced or nullified as Governmental Authority evidencing such payment, a result copy of the application return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. (e) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the relevant Loan Party is located, or any relevant double taxation conventiontreaty to which such jurisdiction is a party, with respect to payments under the Bank willLoan Documents shall deliver to the Borrower (with a copy to the Administrative Agent), at the expense of time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower, cooperate with the Borrower, Borrower as will permit such payments to the extent reasonable, in making application to the relevant taxing authorities seeking to obtain such reduction be made without withholding or nullification, provided, however, that the Bank shall have no obligation to engage in litigation with respect theretoat a reduced rate.

Taxes; Net Payments. Any and all (a) All payments made by the Borrower hereunder, whether of principal, interest, fees, expenses or otherwise, Companies under the Loan Documents shall be paid in full, made free and clear of of, and without deduction reduction for or on account of, any and all Taxes with respect thereto, excluding any Taxes imposed on the income of the Bank or any successor or assign thereof, and franchise taxes imposed on any of them, by the jurisdiction under the laws of which the Bank or any such successor or assign or any of their respective lending offices is organized or located or any political subdivision thereof; provided, however, that (i) except as otherwise provided in paragraph 10.6, the obligation of the Borrower under this paragraph 2.13 shall not extend to any Person that purchases a participation interest in any Loan and (ii) under no circumstances shall the obligation of the Borrower under this paragraph 2.13 to any successor or assignee exceed the amounts for which it would be liable but for such succession or assignment. If the Borrower shall be required by law to deduct be withheld from any Taxes from or amounts payable under the Loan Documents excluding (all such excluded taxes being herein referred to as "Excluded Taxes"), in respect the case of any such sum payable hereunder to the BankAgent, the Issuer, and each Lender (each, an "Indemnified Tax Person"), (i) taxes imposed on the sum payable net income of such Indemnified Tax Person by the jurisdiction in which such Indemnified Tax Person has its situs of organization or in which such Indemnified Tax Person's lending office is located, (ii) taxes imposed on the net income of such Indemnified Tax Person other than those taxes described in clause (i), provided that such taxes shall be included if and to the Bank hereunder extent that such taxes would not have been incurred but for the situs of organization, any place of business or the activities of either Company, in the jurisdiction imposing the tax, (iii) taxes (other than withholding taxes) imposed on or measured by the gross income, gross receipts or capital of such Indemnified Tax Person, provided that such taxes shall be increased included if and to the extent that such taxes would not have been incurred but for the situs of organization, any place of business or the activities of either Company, in the jurisdiction imposing the tax, (iv) any withholding taxes imposed with respect to a payment by either Company under the Loan Documents to any person who has become a Lender as a result of an Assignment to the extent such withholding arises as a result of Section 881(c)(3)(A) of the Code, (v) any tax imposed on a transfer of a Note, and (vi) any tax imposed as a result of the willful misconduct of such Indemnified Tax Person (all such taxes other than Excluded Taxes being herein referred to as "Taxes"). In the event that either Company is prohibited by law from making payments under the Loan Documents free of deductions or withholdings in respect of Taxes, then the Companies shall pay such additional amounts to the Agent, for the benefit of the Issuer and the Lenders, as may be necessary so in order that the actual amounts received by the Issuer and each Lender in respect of interest and any other amounts payable hereunder, under its Note and under the other Loan Documents after making all required deductions deduction or withholding (and after payment of any additional taxes or other charges due as a consequence of the Bank receives an payment of such additional amounts, taking into account any tax savings realized as a result of deductions, credits or other allowances) shall equal the amount equal to the sum it that would have been received had no if such deductions been made, (ii) subject to clause (i) above, the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority deduction or other authority in accordance with applicable lawwithholding were not required. In the event that any such deduction or withholding with respect to Taxes can be reduced or nullified as a result of the application of any relevant double taxation convention, the Bank willAgent, the Issuer or the relevant Lender, as the case may be, will cooperate with the Borrower (at the sole expense of the Borrower, cooperate with the Borrower, to the extent reasonable, ) in making application to the relevant taxing authorities seeking to seek to obtain such reduction or nullification, provided, however, that the Bank Agent, the Issuer and the Lenders shall have no obligation to engage in litigation with respect thereto. If either Company shall make any payments under this Section 3.10 or shall make any deductions or withholdings from amounts paid in accordance with this Section 3.10, the Companies shall, as promptly as practicable thereafter, forward to the Agent original or certified copies of official receipts or other evidence acceptable to the Agent establishing such payment and the Agent in turn shall distribute copies of such receipts to the Issuer and each Lender. In the event that the Agent, the Issuer or any Lender shall have determined that it received a refund or credit for Taxes paid by the Companies under this Section 3.10, the Agent, as the case may be, the Issuer or such Lender, as the case may be, shall promptly notify the Agent and the Borrower of such fact and shall remit to the Borrower the amount of such refund or credit applicable to the payments made by the Companies in respect of the Issuer or such Lender under this Section 3.10. (b) The Agent, the Issuer, each Lender and each Eligible Institution to which a participation has been granted pursuant to Section 11.7(d) (each a "Participant") shall deliver to the Borrower such certificates, documents, or other evidence as the Borrower may reasonably require from time to time as are necessary to establish that such Person is not subject to withholding under Section 1441, 1442 or 3406 of the Code or any similar provision of the laws of any state, local or foreign jurisdiction or as may be necessary to establish, under any law imposing upon either Company hereafter, an obligation to withhold any portion of the payments made by such Company under the Loan Documents, that payments to the Agent on behalf of such Person are not subject to withholding. Notwithstanding any provision herein to the contrary, neither Company shall have any obligation to pay to any such Person any amount which such Company is liable to withhold (and shall have no obligation to otherwise indemnify the Issuer or any Lender with respect to such amount) to the extent that such liability is due to the failure of such Person to timely deliver any statement of exemption required pursuant to this Section 3.10(b).

Taxes; Net Payments. (a) Any and all payments by the Borrower hereunder, whether or on account of principal, interest, fees, expenses or otherwise, any obligation of any Loan Party hereunder and under any other Loan Document shall be paid in full, made free and clear of and without deduction for any and all Indemnified Taxes with respect theretoor Other Taxes, excluding any Taxes imposed on the income of the Bank or any successor or assign thereofPROVIDED that, and franchise taxes imposed on any of them, by the jurisdiction under the laws of which the Bank or any if such successor or assign or any of their respective lending offices is organized or located or any political subdivision thereof; provided, however, that (i) except as otherwise provided in paragraph 10.6, the obligation of the Borrower under this paragraph 2.13 shall not extend to any Person that purchases a participation interest in any Loan and (ii) under no circumstances shall the obligation of the Borrower under this paragraph 2.13 to any successor or assignee exceed the amounts for which it would be liable but for such succession or assignment. If the Borrower Party shall be required by law to deduct any Indemnified Taxes or Other Taxes from or in respect of any such sum payable hereunder to the Bankpayments, then (i) the sum payable to the Bank hereunder shall be increased as may be necessary so that that, after making all required deductions (including deductions applicable to additional sums payable under this Section), the Bank applicable Credit Party receives an amount equal to the sum it would have received had no such deductions been made, (ii) subject to clause (i) above, the Borrower such Loan Party shall make such deductions and (iii) the Borrower such Loan Party shall pay the full amount deducted to the relevant taxation authority or other authority Governmental Authority in accordance with applicable law. (b) In addition, the Loan Parties shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law. (c) Each Loan Party shall indemnify each Credit Party, within ten days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by such Credit Party on or with respect to any payment by or on account of any obligation of such Loan Party under the Loan Documents (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. In A certificate as to the event that amount of such payment or liability delivered to the Borrower by a Credit Party, or by the Administrative Agent on its own behalf or on behalf of a Credit Party, shall be conclusive absent manifest error. (d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such deduction or withholding can be reduced or nullified as Governmental Authority evidencing such payment, a result copy of the application return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. (e) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the relevant Loan Party is located, or any relevant double taxation conventiontreaty to which such jurisdiction is a party, with respect to payments under the Bank willLoan Documents shall deliver to the Borrower (with a copy to the Administrative Agent), at the expense of time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower, cooperate with the Borrower, Borrower as will permit such payments to the extent reasonable, in making application to the relevant taxing authorities seeking to obtain such reduction be made without withholding or nullification, provided, however, that the Bank shall have no obligation to engage in litigation with respect theretoat a reduced rate.