Common use of Payments Net of Taxes Clause in Contracts

Payments Net of Taxes. All payments made by the Borrowers under this Agreement or any other Loan Document shall be made without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding income or franchise taxes imposed on the Lender by the United States or the jurisdiction under the laws of which the Lender is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between the Lender and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “Taxes”). If any Taxes are required to be withheld or deducted from any amounts payable to the Lender under this Agreement or any other Loan Document, the Borrowers shall pay the relevant amount of such Taxes and the amounts so payable to the Lender shall be increased to the extent necessary to yield to the Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrowers with respect to payments made in connection with this Agreement or any other Loan Document, as promptly as possible thereafter the Borrowers shall send to the Lender a certified copy of an original official receipt received by the Borrowers showing payment thereof.

Payments Net of Taxes. All payments made by the Borrowers under this Agreement or any other Loan Document shall be made free and clear of and without reduction or withholding deduction for or on account of, any present or future income, stamp or other and all taxes, levies, imposts, dutiesdeductions, charges, fees, deductions charges or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding (x) in the case of each Lender, each Issuer and the Administrative Agent, net income or franchise taxes imposed on such Lender, such Issuer or the Lender Administrative Agent, as the case may be, by the United States or a political subdivision thereof, and net income taxes and franchise taxes imposed on such Lender, such Issuer or the Administrative Agent, as the case may be, by the jurisdiction under the laws of which such Lender or the Lender Administrative Agent, as the case may be, is organized or by any political subdivision thereof, and (y) in the case of each Lender, net income taxes and franchise taxes imposed on such Lender by the jurisdiction in which is located the Lender’s lending office which makes or books a particular extension of credit hereunder or any political subdivision or taxing authority thereof or therein or as a result of a connection between the Lender and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby (all such non-excluded taxes, levies, imposts, deductionsdeduction, charges or charges, withholdings and liabilities being hereinafter called referred to as “Taxes”). If any Borrower shall be required by Law to deduct any Taxes are required to be withheld from or deducted from in respect of any amounts sum payable to the Lender under this Agreement or any other Loan DocumentDocument to any Lender, any Issuer or the Borrowers Administrative Agent, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 4.09) such Lender, such Issuer or the Administrative Agent, as the case may be, receives 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 relevant full amount of such Taxes and the amounts so payable deducted to the Lender shall be increased to the extent necessary to yield to the Lender (after payment of all Taxes) interest relevant taxation authority or any such other amounts payable hereunder at the rates or authority in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrowers accordance with respect to payments made in connection with this Agreement or any other Loan Document, as promptly as possible thereafter the Borrowers shall send to the Lender a certified copy of an original official receipt received by the Borrowers showing payment thereofapplicable Law.

Payments Net of Taxes. All payments made by the Borrowers under this Agreement or any other Loan Document shall be made without reduction setoff or counterclaim and in such amounts as may be necessary in order that all such payments (after deduction or withholding for or on account of, of any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed other charges of whatsoever nature imposed by any Governmental Authority, and all liabilities with respect thereto, excluding income or franchise taxes imposed on the Lender by the United States or the jurisdiction under the laws of which the Lender is organized government or any political subdivision or taxing authority thereof (collectively, "Taxes"), other than any Taxes on or therein measured by the net income, net worth, or as a result shareholder's capital of a connection between Lender pursuant to the Lender and any income tax laws of the jurisdiction other where such Lender's principal office or Eurodollar Office is located) shall not be less than a connection resulting solely from the amounts otherwise specified to be paid under this Agreement and the transactions contemplated hereby (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “Taxes”)Notes. If A certificate as to any Taxes are required to be withheld or deducted from any additional amounts payable to the any Lender under this Section 7.6 submitted to the Company by such Lender shall show in reasonable detail the amount payable and the calculations used to determine such amount, and shall be conclusive and binding upon the parties hereto in the absence of demonstrable error. With respect to each deduction or withholding for or on account of any Taxes, the Company shall promptly (and in no event later than 45 days thereafter) furnish to each Lender such certificates, receipts and other documents as may be required (in the reasonable judgment of such Lender) to establish any tax credit to which such Lender may be entitled. All payments under this Agreement shall be made under all circumstances, irrespective of any bilateral or multilateral payment or clearing agreement that may be in force, and of any restrictions then existing in any jurisdiction, and without regard to the nationality, residence or domicile of any Lender, and without requiring any affidavit or the fulfillment of any other Loan Document, the Borrowers shall pay the relevant amount of such Taxes and the amounts so payable to the Lender shall be increased to the extent necessary to yield to the Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or formality. All obligations provided for in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrowers with respect to payments made in connection with this Agreement or any other Loan Document, as promptly as possible thereafter the Borrowers shall send to the Lender a certified copy of an original official receipt received by the Borrowers showing payment thereof.this

Payments Net of Taxes. All payments made by the Borrowers Borrower hereunder or under this Agreement or any other Loan Document shall Note will be made without reduction setoff, counterclaim or other defense. Except as provided in Section 5.7(b), all such payments will be made free and clear of, and without deduction or withholding for or on account offor, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions assessments or withholdings, other charges of whatever nature now or hereafter imposed, levied, collected, withheld or assessed imposed by any Governmental Authority, and all liabilities with respect thereto, excluding income jurisdiction or franchise taxes imposed on the Lender by the United States or the jurisdiction under the laws of which the Lender is organized or any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed on or as a result measured by the net income or profits of a connection between Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and any jurisdiction all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other than a connection resulting solely from this Agreement and the transactions contemplated hereby charges (all such non-excluded taxes, levies, imposts, deductionsduties, fees, assessments or other charges or withholdings being hereinafter called “referred to collectively as "Taxes”"). If any Taxes are required so levied or imposed, the Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be withheld or deducted from any necessary so that every payment of all amounts payable to the Lender due under this Agreement or under any other Loan DocumentNote, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Note. If any amounts are payable in respect of Taxes pursuant to infoUSA Amended and Restated Credit Agreement the preceding sentence, the Borrowers Borrower agrees to reimburse each Lender, upon the written request of such Lender, for taxes imposed on or measured by the net income or profits of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall pay determine are payable by, or withheld from, such Lender, in respect of such amounts so paid to or on behalf of such Lender pursuant to the relevant preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of such Taxes and the amounts so payable to the Lender shall be increased to the extent necessary to yield to the Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are so levied or imposed and paid by the Borrowers with respect to payments made in connection with this Agreement or any other Loan Document, as promptly as possible thereafter the Borrowers shall send to the Lender a certified copy of an original official receipt received by the Borrowers showing payment thereofsuch Lender.

Payments Net of Taxes. All payments made by the Borrowers Borrower under this Loan Agreement or any other Loan Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental AuthorityAuthorities, including, without limitation, any taxes assessed by the United States of America and/or any state in the United States of America, and all liabilities with respect thereto, excluding net income or franchise taxes imposed on the Lender by the United States or the any jurisdiction under the laws of in which the Lender is organized Lender’s lending offices which make or book loans are located or any political subdivision or taxing authority thereof or therein or as a result of a connection between the Lender and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby (all such non-excluded taxes, levies, imposts, duties, deductions, charges charges, fees or withholdings of such Governmental Authorities, including, without limitation, any taxes assessed by the United States of America and/or any state in the United States of America, being hereinafter called collectively referred to as the “Taxes”). If any Taxes are required to be withheld or deducted from any amounts payable to the Lender under this Loan Agreement or any other Loan DocumentDocument (including, without limitation, as a result of any change in law arising after the Closing Date), the Borrowers Borrower shall pay the relevant amount of such Taxes and the amounts so payable to the Lender shall be increased to the extent necessary to yield to the Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Loan Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrowers Borrower with respect to payments made in connection with this Loan Agreement or any other Loan Document, as promptly as possible thereafter thereafter, the Borrowers Borrower shall send to the Lender a certified copy of an original official receipt received by the Borrowers Borrower showing payment thereof.

Payments Net of Taxes. All payments made to the Bank by the Borrowers each Credit Party under this Agreement or any other Loan Transaction Document shall be made free and clear of, and without reduction or withholding for or on account of, any present Indemnified Taxes, unless such Credit Party is required to withhold or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding income or franchise taxes imposed on the Lender by the United States or the jurisdiction under the laws of which the Lender is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between the Lender and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “deduct Indemnified Taxes”). If any Indemnified Taxes are required to be withheld or deducted from any amounts payable to the Lender Bank under this Agreement or any other Loan Transaction Document, the Borrowers applicable Credit Party shall pay the relevant amount of such Indemnified Taxes and the amounts so payable to the Lender Bank shall be increased to the extent necessary to yield to the Lender Bank (after payment of all Indemnified Taxes) interest or any such other amounts that would have been payable hereunder at the rates or in the amounts specified in this Agreement and under the other Loan DocumentsTransaction Documents had no such withholding or deduction been required. Whenever any Indemnified Taxes are paid by the Borrowers a Credit Party with respect to payments made in connection with this Agreement or any other Loan Transaction Document, as promptly as possible thereafter the Borrowers thereafter, such Credit Party shall send to the Lender Bank a certified copy of an original official receipt received by the Borrowers such Credit Party showing payment thereof. If the Bank determines in its sole discretion in good faith that it has received a refund in respect of any Indemnified Taxes or Other Taxes as to which it has been indemnified by any Credit Party, or with respect to which any Credit Party has paid additional amounts pursuant to this Section 2.13, the Bank shall promptly after the date of such receipt pay over the amount of such refund to such Credit Party (but only to the extent of indemnity payments made, or additional amounts paid, by such Credit Party under this Section 2.13 with respect to the Indemnified Taxes giving rise to such refund and only to the extent that the Bank has determined that the amount of any such refund is directly attributable to payments made under this Agreement or another Transaction Document), net of all reasonable expenses of the Bank (including additional Taxes attributable to such refund, as determined by the Bank) and without interest (other than interest, if any, paid by the relevant Official Body with respect to such refund). Each Credit Party shall, upon demand, repay to the Bank any amount paid over to such Credit Party by the Bank (plus penalties, interest or other charges) in the event the Bank is required to repay any portion of such refund to such Official Body. Nothing in this Section 2.13(a) shall entitle any Credit Party to have access to the records of the Bank, including, without limitation, tax returns.

Payments Net of Taxes. All payments made by the Borrowers Borrower hereunder or under this Agreement or any other Loan Document shall Note will be made without reduction setoff, counterclaim or other defense. Except as provided in Section 5.4(b), all such payments will be made free and clear of, and without deduction or withholding for or on account offor, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions assessments or withholdings, other charges of whatever nature now or hereafter imposed, levied, collected, withheld or assessed imposed by any Governmental Authority, and all liabilities with respect thereto, excluding income jurisdiction or franchise taxes imposed on the Lender by the United States or the jurisdiction under the laws of which the Lender is organized or any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed on or as a result measured by the net income or profits of a connection between Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and any jurisdiction all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other than a connection resulting solely from this Agreement and the transactions contemplated hereby charges (all such non-excluded taxes, levies, imposts, deductionsduties, fees, assessments or other charges or withholdings being hereinafter called “referred to collectively as "Taxes”"). If any Taxes are required so levied or imposed, the Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be withheld or deducted from any necessary so that every payment of all amounts payable to the Lender due under this Agreement or under any other Loan DocumentNote, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrowers Borrower agrees to reimburse each Lender, upon the written request of such Lender, for taxes imposed on or measured by the net income or profits of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall pay determine are payable by, or withheld from, such Lender, in respect of such amounts so paid to or on behalf of such Lender pursuant to the relevant preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of such Taxes and the amounts so payable to the Lender shall be increased to the extent necessary to yield to the Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are so levied or imposed and paid by the Borrowers with respect to payments made in connection with this Agreement or any other Loan Document, as promptly as possible thereafter the Borrowers shall send to the Lender a certified copy of an original official receipt received by the Borrowers showing payment thereofsuch Lender.

Payments Net of Taxes. All payments made by the Borrowers under this Agreement or any other Loan Document shall be made without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding income or franchise taxes imposed on the Lender by the United States or the jurisdiction under the laws of which the Lender is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between the Lender and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “"Taxes”"). If any Taxes are required to be withheld or deducted from any amounts payable to the Lender under this Agreement or any other Loan Document, the Borrowers shall pay the relevant amount of such Taxes and the amounts so payable to the Lender shall be increased to the extent necessary to yield to the Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrowers with respect to payments made in connection with this Agreement or any other Loan Document, as promptly as possible thereafter the Borrowers shall send to the Lender a certified copy of an original official receipt received by the Borrowers showing payment thereof.

Payments Net of Taxes. All payments made by the Borrowers Borrower under this Agreement or any other Loan Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld withhold or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding income franchise taxes or franchise taxes imposed on the Lender or measured by the United States or the jurisdiction under the laws net income of which the Lender is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between the Lender and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby (all such non-excluded nonexcluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “referred to as "Taxes”"). If any Taxes or withholdings with respect to Taxes are required to be withheld or deducted from any amounts payable to the Lender under this Agreement or any other Loan Document, the Borrowers Borrower shall pay the relevant amount of such Taxes or withholdings and the amounts so payable to the Lender shall be increased to the extent necessary to yield to the Lender (after payment of all Taxes) interest or on any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrowers Borrower with respect to payments made in connection with this Agreement or any other Loan Document, as promptly as possible thereafter the Borrowers thereafter, Borrower shall send to the Lender a certified copy of an original official receipt received by the Borrowers Borrower showing payment thereof.

Payments Net of Taxes. All payments made by the Borrowers each Subsidiary Guarantor under this Agreement or any other Loan Document shall be made free and clear of and without reduction or withholding deduction for or on account of, any and all present or future income, stamp or other taxes, levies, imposts, dutiesdeductions, charges, fees, deductions charges or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding (x) in the case of each Lender Party, net income or taxes imposed on such Lender Party by the United States, and net income taxes and franchise taxes imposed on the such Lender Party by the United States or the jurisdiction under the laws Laws of which such Lender Party is organized or by any political subdivision thereof, and (y) in the case of each Lender Party, net income taxes and franchise taxes imposed on such Lender Party by the jurisdiction in which is located the Lender is organized Party's Lending Office or other office which makes or books a particular extension of credit or transaction under the Loan Documents or any political subdivision or taxing authority thereof or therein or as a result of a connection between the Lender and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby (all such non-excluded taxes, levies, imposts, deductionsdeduction, charges or charges, withholdings and liabilities being hereinafter called “referred to as "Taxes”"). If any Subsidiary Guarantor shall be required by Law to deduct any Taxes are required to be withheld from or deducted from in respect of any amounts sum payable to the Lender under this Agreement or any other Loan DocumentDocument to any Lender Party, (i) the Borrowers sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.11) such Lender Party receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Subsidiary Guarantor shall make such deductions, and (iii) such Subsidiary Guarantor shall pay the relevant full amount of such Taxes and the amounts so payable deducted to the Lender shall be increased to the extent necessary to yield to the Lender (after payment of all Taxes) interest relevant taxation authority or any such other amounts payable hereunder at the rates or authority in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrowers accordance with respect to payments made in connection with this Agreement or any other Loan Document, as promptly as possible thereafter the Borrowers shall send to the Lender a certified copy of an original official receipt received by the Borrowers showing payment thereofapplicable Law.

Payments Net of Taxes. (a) All payments made by the Borrowers Seller payable under this Agreement or any other Loan Document shall be made free and clear of and without reduction or withholding deduction for or on account of, any present or future income, stamp or other taxes, fees, levies, imposts, deductions, duties, charges, fees, deductions withholdings or withholdings, now or hereafter imposed, levied, collected, withheld or assessed other charges imposed by any Governmental Authoritytaxing authority, and all liabilities with respect thereto, excluding income or franchise excluding, in the case of each Bank Purchaser, taxes imposed on the Lender or measured by the United States or its net income, and franchise taxes and branch profit taxes, imposed on it (i) by the jurisdiction under the laws of which the Lender such Bank Purchaser is organized or any political subdivision thereof and, in the case of each Bank Purchaser, taxes imposed on or taxing authority thereof measured by its net income, and franchise taxes and branch profit taxes imposed on it, by the jurisdiction of such Bank Purchaser's appropriate Purchasing Office or therein any political subdivision thereof, and (ii) by a jurisdiction in which any payments are to be made by the Seller hereunder, other than the United States of America, the United Kingdom, or The Netherlands, or any political subdivision of any thereof, and that would not have been imposed but for the existence of a connection between such Bank Purchaser and the jurisdiction imposing such taxes (other than a connection arising as a result of this Agreement or the transactions contemplated by this Agreement), except in the case of taxes described in this clause (ii) to the extent such taxes are imposed as a result of a connection between change in the Lender and law or regulations of any jurisdiction other than a connection resulting solely from or any applicable treaty or regulations or in the official interpretation of any such law, treaty or regulations by any governmental authority charged with the interpretation or administration thereof after the date of this Agreement (all such excluded net income taxes, franchise taxes and branch profit taxes being herein collectively referred to as the transactions contemplated hereby ("Excluded Taxes"; all such non-excluded taxes, fees, levies, imposts, deductions, duties, withholdings or other charges or withholdings liabilities being hereinafter called “herein collectively referred to as "Taxes”"). If the Seller shall be required by law to deduct any Taxes are from or in respect of any sum payable hereunder to any Bank Purchaser or the Administrative Agent, (x) the sum so payable shall be increased by such amount (the "Gross-up Amount") as may be necessary so that after making all required deductions (including deductions with respect to be withheld Taxes owed by such Bank Purchaser or deducted from the Administrative Agent (as the case may be) on any amounts Gross-up Amount payable under this Section 13.3) such Bank Purchaser or the Administrative Agent (as the case may be) receives an amount equal to the Lender under this Agreement or any other Loan Documentsum it would have received had no such deductions been made, (y) the Borrowers Seller shall make such deductions and (z) the Seller shall pay the relevant full amount of such Taxes and the amounts so payable deducted to the Lender shall be increased to the extent necessary to yield to the Lender (after payment of all Taxes) interest relevant taxation authority or any such other amounts payable hereunder at the rates or authority in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrowers accordance with respect to payments made in connection with this Agreement or any other Loan Document, as promptly as possible thereafter the Borrowers shall send to the Lender a certified copy of an original official receipt received by the Borrowers showing payment thereofapplicable law.

Payments Net of Taxes. All Except to the extent prohibited by applicable law, all payments made by the Borrowers Borrower under this Agreement or any other Loan Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding excluding, in the case of the Lender, income or franchise taxes imposed on the Lender by the United States or the jurisdiction under the laws of which the Lender is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between the Lender and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “"Taxes”"). If any Taxes are required to be withheld or deducted from any amounts payable to the Lender under this Agreement or any other Loan Document, the Borrowers Borrower shall pay the relevant amount of such Taxes (net of any tax or other financial benefit the Lender received in connection therewith as a result of any tax treaties or similar agreement) and the amounts so payable to the Lender shall be increased to the extent necessary to yield to the Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrowers Borrower with respect to payments made in connection with this Agreement or any other Loan Document, as promptly as possible thereafter thereafter, the Borrowers Borrower shall send to the Lender for its own account a certified copy of an original official receipt received by the Borrowers Borrower showing payment thereof.

Payments Net of Taxes. All payments made by the Borrowers any Loan Party under this Agreement or any other Loan Document shall be made free and clear of and without reduction or withholding deduction for or on account of, any and all present or future income, stamp or other taxes, levies, imposts, dutiesdeductions, charges, fees, deductions charges or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding (x) in the case of each Lender and the Agent, net income taxes (but not withholding taxes imposed on gross interest income) imposed on such Lender or the Agent (as the case may be) by the United States, and net income taxes and franchise taxes imposed on such Lender or the Lender Agent (as the case may be) by the United States or the jurisdiction under the laws of which such Lender or the Lender Agent (as the case may be) is organized or by any political subdivision thereof, and (y) in the case of each Lender, net income taxes and franchise taxes imposed on such Lender by the jurisdiction in which is located the Lender's lending office which makes or books a particular extension of credit hereunder or any political subdivision or taxing authority thereof or therein or as a result of a connection between the Lender and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby (all such non-excluded taxes, levies, imposts, deductionsdeduction, charges or charges, withholdings and liabilities being hereinafter called “referred to as "Taxes”"). If any Loan Party shall be required by law to deduct any Taxes are required to be withheld from or deducted from in respect of any amounts sum payable to the Lender under this Agreement or any other Loan DocumentDocument to the Lender or the Agent, (i) the Borrowers sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.14) such Lender or the Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Loan Party shall make such deductions, and (iii) such Loan Party shall pay the relevant full amount of such Taxes and the amounts so payable deducted to the Lender shall be increased to the extent necessary to yield to the Lender (after payment of all Taxes) interest relevant taxation authority or any such other amounts payable hereunder at the rates or authority in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrowers accordance with respect to payments made in connection with this Agreement or any other Loan Document, as promptly as possible thereafter the Borrowers shall send to the Lender a certified copy of an original official receipt received by the Borrowers showing payment thereofapplicable law.