Common use of U.S. Taxes Clause in Contracts

U.S. Taxes. (a) Except as required by Applicable Law, all payments made by the Borrower under this Loan Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, or Other Taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding net or overall gross income taxes or net or overall gross profit taxes, franchise taxes (imposed in lieu of net or overall gross income taxes) and branch profit taxes imposed on the Lender as a result of a present or former connection between the Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Lender’s having executed, delivered or performed its obligations or received a payment under, or enforced, this Loan Agreement or any other Loan Document). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings (“Non-Excluded Taxes”) or any Other Taxes are required to be withheld from any amounts payable to the Lender hereunder, the amounts so payable to the Lender shall be increased to the extent necessary to yield to the Lender (after payment of all Non-Excluded Taxes and Other Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Loan Agreement; provided, however, that the Borrower shall not be required to increase any such amounts payable to the Lender with respect to any Non-Excluded Taxes that are (i) attributable to the Lender’s failure to comply with the requirements of paragraph (d) or (e) of this Section 3.03, (ii) backup withholding taxes, imposed under Section 3406 of the Code, (iii) taxes imposed by way of withholding on net or gross income, but not excluding such taxes arising as a result of a change in Applicable Law occurring after (A) the date that such Person became a party to this Loan Agreement, or (B) with respect to an assignment, acquisition, grant of a participation the effective date of such assignment, acquisition, participation or appointment, except to the extent that such Person’s predecessor was entitled to such amounts, or (C) with respect to the designation of a new lending office, the effective date of such designation, except to the extent such Person was entitled to receive such amounts with respect to its previous lending office; and (iv) taxes resulting from such Person’s gross negligence or willful misconduct (collectively, and together with the taxes excluded by the first sentence of this Section 3.03(a), “Excluded Taxes”).

U.S. Taxes. (a) Except as required by Applicable Law, all All payments made by the any Borrower under this Loan Agreement or any Note shall be made free and clear of, and without deduction or withholding for or on account of, any present resent or future income, stamp or Other Taxesother taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding net or overall gross all present and future income taxes or net or overall gross profit taxes, and franchise taxes (imposed in lieu of net or overall gross income taxes) and branch profit taxes imposed on the Lender Administrative Agent or any Bank as a result of a present or former connection between the Lender Administrative Agent or such Bank and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Lender’s Administrative Agent or such Bank having executed, delivered or performed its obligations or received a payment under, or enforced, this Loan Agreement or any other Loan DocumentNote). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings (“"Non-Excluded Taxes”") or any Other Taxes are required to be withheld from any amounts payable to the Lender hereunderAdministrative Agent or any Bank hereunder or under any Note, the amounts so payable to the Lender Administrative Agent or such Bank shall be increased to the extent necessary to yield to the Lender Administrative Agent or such Bank (after payment of all Non-Excluded Taxes and Other Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in on this Loan Agreement; provided, howeverPROVIDED, HOWEVER, that the a Borrower shall not be required to increase any such amounts payable to arty Bank that is not organized under the Lender with respect to any Non-Excluded Taxes that are (i) attributable to laws of the Lender’s failure U.S. or a state thereof if such Bank falls to comply with the requirements of paragraph (d) or (eb) of this Section 3.03Section. Whenever any Non-Excluded Taxes are payable by a Borrower, (ii) backup withholding as promptly as possible thereafter, such Borrower shall send to the Administrative Agent for its own account or for the account of such Bank. as the case may be. a certified copy of an original official receipt received by such Borrower showing payment thereof. If a Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to the Administrative Agent the required receipts or other required documentary evidence, such Borrower shall indemnify the Administrative Agent and the Banks for any incremental taxes, imposed under Section 3406 of interest or penalties that may become payable by the Code, (iii) taxes imposed by way of withholding on net Administrative Agent or gross income, but not excluding such taxes arising any Bank as a result of a change any such failure. The agreements in Applicable Law occurring after (A) this Section shall survive the date that such Person became a party to this Loan Agreement, or (B) with respect to an assignment, acquisition, grant of a participation the effective date of such assignment, acquisition, participation or appointment, except to the extent that such Person’s predecessor was entitled to such amounts, or (C) with respect to the designation of a new lending office, the effective date of such designation, except to the extent such Person was entitled to receive such amounts with respect to its previous lending office; and (iv) taxes resulting from such Person’s gross negligence or willful misconduct (collectively, and together with the taxes excluded by the first sentence termination of this Section 3.03(a), “Excluded Taxes”)Agreement and the payment of the Loans and all other amounts payable hereunder.

U.S. Taxes. (a) Except as required by Applicable Law, Any and all payments made by the Borrower under this Loan Agreement hereunder shall be made made, in accordance with Section 2.16, free and clear of, of and without deduction or withholding for or on account of, any and all present or future income, or Other Taxestaxes, levies, imposts, dutiesdeductions, charges, fees, deductions charges or withholdings, now and all liabilities with respect thereto imposed by the United States or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authoritypolitical subdivision thereof, excluding net or overall gross income taxes or net or overall gross profit taxes, franchise taxes (imposed in lieu of net or overall gross income taxes) and branch profit taxes imposed on the Lender net income of the Administrative Agent or any Bank (or Transferee) and franchise taxes of the Administrative Agent or any Bank (or Transferee), as applicable, as a result of a present or former connection between the Lender jurisdiction imposing such taxes and the jurisdiction of the Governmental Authority imposing Administrative Agent or such tax Bank (or any political subdivision or taxing authority thereof or therein (Transferee), as applicable, other than any such a connection arising solely from the Lender’s Administrative Agent or such Bank (or Transferee), as applicable, having executed, delivered or delivered, performed its obligations or received a payment under, or enforced, this Loan Agreement or any other Loan Document). If any (all such non-excluded nonexcluded taxes, levies, imposts, dutiesdeductions, charges, fees, deductions or withholdings (“and liabilities being hereinafter referred to as "Non-Excluded Taxes”) or any Other Taxes are required to be withheld from any amounts payable to "). If the Lender hereunder, the amounts so payable to the Lender Borrower shall be increased required by law to the extent necessary to yield to the Lender (after payment of all deduct any Non-Excluded Taxes and Other Taxes) interest from or in respect of any sum payable hereunder to the Banks (or any Transferee) or the Administrative Agent, (i) the sum payable shall be increased by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.17) such Bank (or Transferee) or the Administrative Agent (as the case may be) shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other amounts payable hereunder at the rates or Governmental Authority in the amounts specified in this Loan Agreementaccordance with applicable law; provided, however, that the Borrower no Transferee of any Bank shall not be required entitled to increase receive any such amounts payable to the Lender with respect to any Non-Excluded Taxes that are (i) attributable to the Lender’s failure to comply with the requirements of paragraph (d) or (e) of greater payment under this Section 3.03, (ii) backup withholding taxes, imposed under Section 3406 of the Code, (iii) taxes imposed by way of withholding on net or gross income, but not excluding 2.17 than such taxes arising as a result of a change in Applicable Law occurring after (A) the date that such Person became a party to this Loan Agreement, or (B) with respect to an assignment, acquisition, grant of a participation the effective date of such assignment, acquisition, participation or appointment, except to the extent that such Person’s predecessor was Bank would have been entitled to such amounts, or (C) receive with respect to the designation of rights assigned, participated or otherwise transferred unless such assignment, participation or transfer shall have been made at a new lending office, time when the effective date of circumstances giving rise to such designation, except to the extent such Person was entitled to receive such amounts with respect to its previous lending office; and (iv) taxes resulting from such Person’s gross negligence or willful misconduct (collectively, and together with the taxes excluded by the first sentence of this Section 3.03(a), “Excluded Taxes”)greater payment did not exist.

U.S. Taxes. (a) Except as required by Applicable Law, all All payments made by the any Borrower under this Loan Agreement or any Note shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or Other Taxesother taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding net or overall gross all present and future income taxes or net or overall gross profit taxes, and franchise taxes (imposed in lieu of net or overall gross income taxes) and branch profit taxes imposed on the Lender Administrative Agent or any Bank as a result of a present or former connection between the Lender Administrative Agent or such Bank and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Lender’s Administrative Agent or such Bank having executed, delivered or performed its obligations or received a payment under, or enforced, this Loan Agreement or any other Loan DocumentNote). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings (“"Non-Excluded Taxes”") or any Other Taxes are required to be withheld from any amounts payable to the Lender hereunderAdministrative Agent or any Bank hereunder or under any Note, the amounts so payable to the Lender Administrative Agent or such Bank shall be increased to the extent necessary to yield to the Lender Administrative Agent or such Bank (after payment of all Non-Excluded Taxes and Other Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in on this Loan Agreement; , provided, however, that the a Borrower shall not be required to increase any such amounts payable to any Bank that is not organized under the Lender with respect to any Non-Excluded Taxes that are (i) attributable to laws of the Lender’s failure U.S. or a state thereof if such Bank fails to comply with the requirements of paragraph (d) or (eb) of this Section 3.03Section. Whenever any Non-Excluded Taxes are payable by a Borrower, (ii) backup withholding as promptly as possible thereafter, such Borrower shall send to the Administrative Agent for its own account or for the account of such Bank, as the case may be, a certified copy of an original official receipt received by such Borrower showing payment thereof. If a Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to the Administrative agent the required receipts or other required documentary evidence, such Borrower shall indemnify the Administrative Agent and the Banks for any incremental taxes, imposed under Section 3406 of interest or penalties that may become payable by the Code, (iii) taxes imposed by way of withholding on net Administrative Agent or gross income, but not excluding such taxes arising any Bank as a result of a change any such failure. The agreements in Applicable Law occurring after (A) this Section shall survive the date that such Person became a party to this Loan Agreement, or (B) with respect to an assignment, acquisition, grant of a participation the effective date of such assignment, acquisition, participation or appointment, except to the extent that such Person’s predecessor was entitled to such amounts, or (C) with respect to the designation of a new lending office, the effective date of such designation, except to the extent such Person was entitled to receive such amounts with respect to its previous lending office; and (iv) taxes resulting from such Person’s gross negligence or willful misconduct (collectively, and together with the taxes excluded by the first sentence termination of this Section 3.03(a), “Excluded Taxes”)Agreement and the payment of the Loans and all other amounts payable hereunder.

U.S. Taxes. (a) Except as required by Applicable Law, Any and all payments made by the Borrower under this Loan Agreement hereunder shall be made made, in accordance with Section 2.16, free and clear of, of and without deduction or withholding for or on account of, any and all present or future income, or Other Taxestaxes, levies, imposts, dutiesdeductions, charges, fees, deductions charges or withholdings, now and all liabilities with respect thereto imposed by the United States or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authoritypolitical subdivision thereof, excluding net or overall gross income taxes or net or overall gross profit taxes, franchise taxes (imposed in lieu of net or overall gross income taxes) and branch profit taxes imposed on the net income of an Agent or any Lender (or Transferee) and franchise taxes of an Agent or any Lender (or Transferee), as applicable, as a result of a present or former connection between the Lender and the jurisdiction of the Governmental Authority imposing such tax taxes and such Agent or any political subdivision such Lender (or taxing authority thereof or therein (Transferee), as applicable, other than any such a connection arising solely from the Lender’s such Agent or such Lender (or Transferee), as applicable, having executed, delivered or delivered, performed its obligations or received a payment under, or enforced, this Loan Agreement or any other Loan Document). If any (all such non-excluded nonexcluded taxes, levies, imposts, dutiesdeductions, charges, fees, deductions or withholdings (“and liabilities being hereinafter referred to as "Non-Excluded Taxes”) or any Other Taxes are required to be withheld from any amounts payable to "). If the Lender hereunder, the amounts so payable to the Lender Borrower shall be increased required by law to the extent necessary to yield to the Lender (after payment of all deduct any Non-Excluded Taxes and Other Taxes) interest from or in respect of any sum payable hereunder to the Lenders (or any Transferee) or an Agent, (i) the sum payable shall be increased by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.17) such Lender (or Transferee) or an Agent (as the case may be) shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other amounts payable hereunder at the rates or Governmental Authority in the amounts specified in this Loan Agreementaccordance with applicable law; provided, however, that the Borrower no Transferee of any Lender shall not be required entitled to increase receive any such amounts payable to the Lender with respect to any Non-Excluded Taxes that are (i) attributable to the Lender’s failure to comply with the requirements of paragraph (d) or (e) of greater payment under this Section 3.03, (ii) backup withholding taxes, imposed under Section 3406 of the Code, (iii) taxes imposed by way of withholding on net or gross income, but not excluding 2.17 than such taxes arising as a result of a change in Applicable Law occurring after (A) the date that such Person became a party to this Loan Agreement, or (B) with respect to an assignment, acquisition, grant of a participation the effective date of such assignment, acquisition, participation or appointment, except to the extent that such Person’s predecessor was Lender would have been entitled to such amounts, or (C) receive with respect to the designation of rights assigned, participated or otherwise transferred unless such assignment, participation or transfer shall have been made at a new lending office, time when the effective date of circumstances giving rise to such designation, except to the extent such Person was entitled to receive such amounts with respect to its previous lending office; and (iv) taxes resulting from such Person’s gross negligence or willful misconduct (collectively, and together with the taxes excluded by the first sentence of this Section 3.03(a), “Excluded Taxes”)greater payment did not exist.

U.S. Taxes. (a) Except as required by Applicable Law, Any and all payments made by the any Borrower under this Loan Agreement hereunder shall be made made, in accordance with Section 2.16, free and clear of, of and without deduction or withholding for or on account of, any and all present or future income, or Other Taxestaxes, levies, imposts, dutiesdeductions, charges, fees, deductions charges or withholdings, now and all liabilities with respect thereto imposed by the United States or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authoritypolitical subdivision thereof, excluding net or overall gross income taxes or net or overall gross profit taxes, franchise taxes (imposed in lieu of net or overall gross income taxes) and branch profit taxes imposed on the Lender net income of an Agent or any Bank (or Transferee) and franchise taxes of an Agent or any Bank (or Transferee), as applicable, as a result of a present or former connection between the Lender and the jurisdiction of the Governmental Authority imposing such tax taxes and such Agent or any political subdivision such Bank (or taxing authority thereof or therein (Transferee), as applicable, other than any such a connection arising solely from the Lender’s such Agent or such Bank (or Transferee), as applicable, having executed, delivered or delivered, performed its obligations or received a payment under, or enforced, this Loan Agreement or any other Loan Document). If any (all such non-excluded nonexcluded taxes, levies, imposts, dutiesdeductions, charges, fees, deductions or withholdings (“and liabilities being hereinafter referred to as "Non-Excluded Taxes”) or "). If any Other Taxes are required to be withheld from any amounts payable to the Lender hereunder, the amounts so payable to the Lender Borrower shall be increased required by law to the extent necessary to yield to the Lender (after payment of all deduct any Non-Excluded Taxes and Other Taxes) interest from or in respect of any sum payable hereunder to the Banks (or any Transferee) or an Agent, (i) the sum payable shall be increased by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.17) such Bank (or Transferee) or an Agent (as the case may be) shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower shall make such deductions and (iii) such Borrower shall pay the full amount deducted to the relevant taxing authority or other amounts payable hereunder at the rates or Governmental Authority in the amounts specified in this Loan Agreementaccordance with applicable law; provided, however, that the Borrower no Transferee of any Bank shall not be required entitled to increase receive any such amounts payable to the Lender with respect to any Non-Excluded Taxes that are (i) attributable to the Lender’s failure to comply with the requirements of paragraph (d) or (e) of greater payment under this Section 3.03, (ii) backup withholding taxes, imposed under Section 3406 of the Code, (iii) taxes imposed by way of withholding on net or gross income, but not excluding 2.17 than such taxes arising as a result of a change in Applicable Law occurring after (A) the date that such Person became a party to this Loan Agreement, or (B) with respect to an assignment, acquisition, grant of a participation the effective date of such assignment, acquisition, participation or appointment, except to the extent that such Person’s predecessor was Bank would have been entitled to such amounts, or (C) receive with respect to the designation of rights assigned, participated or otherwise transferred unless such assignment, participation or transfer shall have been made at a new lending office, time when the effective date of circumstances giving rise to such designation, except to the extent such Person was entitled to receive such amounts with respect to its previous lending office; and (iv) taxes resulting from such Person’s gross negligence or willful misconduct (collectively, and together with the taxes excluded by the first sentence of this Section 3.03(a), “Excluded Taxes”)greater payment did not exist.

U.S. Taxes. (a) Except as required by Applicable Law, Any and all payments made by the any Borrower under this Loan Agreement hereunder shall be made made, in accordance with Section 3.16, free and clear of, of and without deduction or withholding for or on account of, any and all present or future income, or Other Taxestaxes, levies, imposts, dutiesdeductions, charges, fees, deductions charges or withholdings, now and all liabilities with respect thereto imposed by the United States or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authoritypolitical subdivision thereof, excluding net or overall gross income taxes or net or overall gross profit taxes, franchise taxes (imposed in lieu of net or overall gross income taxes) and branch profit taxes imposed on the Lender net income of an Agent or any Bank (or Transferee) and franchise taxes of an Agent or any Bank (or Transferee), as applicable, as a result of a present or former connection between the Lender and the jurisdiction of the Governmental Authority imposing such tax taxes and such Agent or any political subdivision such Bank (or taxing authority thereof or therein (Transferee), as applicable, other than any such a connection arising solely from the Lender’s such Agent or such Bank (or Transferee), as applicable, having executed, delivered or delivered, performed its obligations or received a payment under, or enforced, this Loan Agreement or any other Loan Document). If any (all such non-excluded nonexcluded taxes, levies, imposts, dutiesdeductions, charges, fees, deductions or withholdings (“Non-and liabilities being hereinafter referred to as "Non- Excluded Taxes”) or "). If any Other Taxes are required to be withheld from any amounts payable to the Lender hereunder, the amounts so payable to the Lender Borrower shall be increased required by law to the extent necessary to yield to the Lender (after payment of all deduct any Non-Excluded Taxes and Other Taxes) interest from or in respect of any sum payable hereunder to the Banks (or any Transferee) or an Agent, (i) the sum payable shall be increased by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.17) such Bank (or Transferee) or such Agent (as the case may be) shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower shall make such deductions and (iii) such Borrower shall pay the full amount deducted to the relevant taxing authority or other amounts payable hereunder at the rates or Governmental Authority in the amounts specified in this Loan Agreementaccordance with applicable law; provided, however, that the Borrower no Transferee of any Bank shall not be required entitled to increase receive any such amounts payable to the Lender with respect to any Non-Excluded Taxes that are (i) attributable to the Lender’s failure to comply with the requirements of paragraph (d) or (e) of greater payment under this Section 3.03, (ii) backup withholding taxes, imposed under Section 3406 of the Code, (iii) taxes imposed by way of withholding on net or gross income, but not excluding 3.17 than such taxes arising as a result of a change in Applicable Law occurring after (A) the date that such Person became a party to this Loan Agreement, or (B) with respect to an assignment, acquisition, grant of a participation the effective date of such assignment, acquisition, participation or appointment, except to the extent that such Person’s predecessor was Bank would have been entitled to such amounts, or (C) receive with respect to the designation of rights assigned, participated or otherwise transferred unless such assignment, participation or transfer shall have been made at a new lending office, time when the effective date of circumstances giving rise to such designation, except to the extent such Person was entitled to receive such amounts with respect to its previous lending office; and (iv) taxes resulting from such Person’s gross negligence or willful misconduct (collectively, and together with the taxes excluded by the first sentence of this Section 3.03(a), “Excluded Taxes”)greater payment did not exist.

U.S. Taxes. (a) Except as required All payments to be made hereunder by Applicable Lawthe Guarantors shall be made without setoff, counterclaim or other defense. Subject to clause (b) below with respect to U.S. Taxes, all such payments made by the Borrower under this Loan Agreement shall be made free and clear of, of and without deduction or withholding for or on account of, any present or future income, stamp or Other Taxesother taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding net or overall gross income taxes or net or overall gross profit taxes, franchise taxes governmental authority (imposed in lieu of net or overall gross income taxes) and branch profit other than taxes imposed on the Agent, any Lender as a result of a present or former connection between the Lender and its Applicable Lending Office by the jurisdiction of in which the Governmental Authority imposing Agent or such tax Lender is organized or has its principal office or in which its Applicable Lending Office is organized or located or, in each case, any political subdivision or taxing authority thereof or therein therein) (other than any such connection arising solely from the Lender’s having executedcollectively, delivered or performed its obligations or received a payment under, or enforced, this Loan Agreement or any other Loan Document"Taxes"). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings (“Non-Excluded Taxes”) or any Other Taxes are imposed and required to be withheld from any amounts amount payable to the Lender by any Guarantor hereunder, the amounts so payable to the Lender such Guarantor shall be increased obligated to the extent necessary to yield to the Lender (after payment of all Non-Excluded Taxes and Other Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Loan Agreement; provided, however, that the Borrower shall not be required to increase any such amounts payable to the Lender with respect to any Non-Excluded Taxes that are (i) attributable pay such additional amount so that the Agent and the Lenders will receive a net amount (after giving effect to the Lender’s failure payment of such additional amount and to comply with the requirements deduction of paragraph (dall Taxes) or (e) of this Section 3.03equal to the amount due hereunder, (ii) backup withholding taxes, imposed under Section 3406 pay such Taxes to the appropriate taxing authority for the account of the CodeAgent, for the benefit of the Lenders and Subsidiary Guarantee and Security Agreement - 5 146 (iii) taxes imposed as promptly as possible thereafter, send the Agent a certified copy of any original official receipt showing payment thereof, together with such additional documentary evidence as the Agent may from time to time reasonably require. If any Guarantor fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Agent the required receipts or other required documentary evidence, such Guarantor shall be obligated to indemnify the Agent and each Lender for any incremental taxes, interest or penalties that may become payable by way of withholding on net the Agent or gross income, but not excluding such taxes arising Lender as a result of a change in Applicable Law occurring after (A) such failure. The obligations of the date that such Person became a party to this Loan Agreement, or (B) with respect to an assignment, acquisition, grant of a participation the effective date of such assignment, acquisition, participation or appointment, except to the extent that such Person’s predecessor was entitled to such amounts, or (C) with respect to the designation of a new lending office, the effective date of such designation, except to the extent such Person was entitled to receive such amounts with respect to its previous lending office; and (iv) taxes resulting from such Person’s gross negligence or willful misconduct (collectively, and together with the taxes excluded by the first sentence of Guarantors under this Section 3.03(a), “Excluded Taxes”)2.10(a) shall survive the repayment of the Loans and the termination of the commitments under the Credit Agreement.

U.S. Taxes. (a) Except as required by Applicable Law, Any and all payments made by the Borrower under this Loan Agreement Borrowers hereunder shall be made made, in accordance with Section 2.16, free and clear of, of and without deduction or withholding for or on account of, any and all present or future income, or Other Taxestaxes, levies, imposts, dutiesdeductions, charges, fees, deductions charges or withholdings, now and all liabilities with respect thereto imposed by the United States or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authoritypolitical subdivision thereof, excluding net or overall gross income taxes or net or overall gross profit taxes, franchise taxes (imposed in lieu of net or overall gross income taxes) and branch profit taxes imposed on the net income of an Agent or any Lender (or Transferee) and franchise taxes of an Agent or any Lender (or Transferee), as applicable, as a result of a present or former connection between the Lender and the jurisdiction of the Governmental Authority imposing such tax taxes and such Agent or any political subdivision such Lender (or taxing authority thereof or therein (Transferee), as applicable, other than any such a connection arising solely from the Lender’s such Agent or such Lender (or Transferee), as applicable, having executed, delivered or delivered, performed its obligations or received a payment under, or enforced, this Loan Agreement or any other Loan Document). If any (all such non-excluded nonexcluded taxes, levies, imposts, dutiesdeductions, charges, fees, deductions or withholdings (“and liabilities being hereinafter referred to as "Non-Excluded Taxes”) or any Other Taxes are required to be withheld from any amounts payable to the Lender hereunder, the amounts so payable to the Lender "). If a Borrower shall be increased required by law to the extent necessary to yield to the Lender (after payment of all deduct any Non-Excluded Taxes and Other Taxes) interest from or in respect of any sum payable hereunder to the Lenders (or any Transferee) or an Agent, (i) the sum payable shall be increased by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.17) such Lender (or Transferee) or an Agent (as the case may be) shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower shall make such deductions and (iii) such Borrower shall pay the full amount deducted to the relevant taxing authority or other amounts payable hereunder at the rates or Governmental Authority in the amounts specified in this Loan Agreementaccordance with applicable law; provided, however, that the Borrower no Transferee of any Lender shall not be required entitled to increase receive any such amounts payable to the Lender with respect to any Non-Excluded Taxes that are (i) attributable to the Lender’s failure to comply with the requirements of paragraph (d) or (e) of greater payment under this Section 3.03, (ii) backup withholding taxes, imposed under Section 3406 of the Code, (iii) taxes imposed by way of withholding on net or gross income, but not excluding 2.17 than such taxes arising as a result of a change in Applicable Law occurring after (A) the date that such Person became a party to this Loan Agreement, or (B) with respect to an assignment, acquisition, grant of a participation the effective date of such assignment, acquisition, participation or appointment, except to the extent that such Person’s predecessor was Lender would have been entitled to such amounts, or (C) receive with respect to the designation of rights assigned, participated or otherwise transferred unless such assignment, participation or transfer shall have been made at a new lending office, time when the effective date of circumstances giving rise to such designation, except to the extent such Person was entitled to receive such amounts with respect to its previous lending office; and (iv) taxes resulting from such Person’s gross negligence or willful misconduct (collectively, and together with the taxes excluded by the first sentence of this Section 3.03(a), “Excluded Taxes”)greater payment did not exist.