Common use of Gross Up for Taxes Clause in Contracts

Gross Up for Taxes. All payments made by Borrower under the Note and other Loan Documents shall be made free and clear of, and without deduction or withholding for or on account of, any present or future 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, excluding income taxes and franchise or other taxes (imposed in lieu of income taxes) imposed on Lender as a result of a present or former connection between 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 Lender's having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or the Note). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("Non-Excluded Taxes") is required to be withheld from any amounts payable to Lender under the Note or other Loan Documents, the amounts so payable to Lender shall be increased to the extent necessary to yield to Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable with respect to the Loan at the rates or in the amounts specified in the Note or other Loan Documents. Whenever any Non-Excluded Taxes are payable by Borrower, as promptly as possible thereafter Borrower shall send to Lender a certified copy of an original official receipt received by Borrower showing payment thereof. If Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to Lender the required receipts or other required documentary evidence, Borrower shall indemnify Lender for any incremental taxes, interest or penalties that may become payable by Lender as a result of any such failure. The agreements in this Section shall survive the termination of this Agreement and the payment of the Note and all other amounts payable in respect of the Loan.

Gross Up for Taxes. All payments made by Borrower Borrowers under this Agreement and the Note and other Loan Documents Notes 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 taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding income taxes and franchise or other taxes (imposed in lieu of income taxes) imposed on Lender a Bank as a result of a present or former connection between Lender 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 Lender's such Bank’s having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or the its Note). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("“Non-Excluded Taxes"”) is are required to be withheld from any amounts payable to Lender such Bank hereunder or under the Note or other Loan Documentsits Note, the amounts so payable to Lender such Bank shall be increased to the extent necessary to yield to Lender such Bank (after payment of all Non-Excluded Taxes) interest or any such other amounts payable with respect to the its Loan at the rates or in the amounts specified in this Agreement and its Note; provided, however, that no Borrower shall be required to increase any such amounts payable to such Bank if such Bank is not organized under the Note Laws of the United States or other Loan Documentsa state thereof and such Bank fails to comply with the requirements of Section 10.13. Whenever any Non-Excluded Taxes are payable by any Borrower, as promptly as possible thereafter such Borrower shall send to Lender Administrative Agent for the account of such Bank a certified copy of an original official receipt received by such Borrower showing payment thereof. If any Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to Lender Administrative Agent the required receipts or other required documentary evidence, each Borrower shall shall, jointly and severally, indemnify Lender such Bank for any incremental taxes, interest or penalties that may become payable by Lender such Bank as a result of any such failure. The agreements in this Section shall survive the termination of this Agreement and the payment of the Note Notes and all other amounts payable in respect of the Loanhereunder.

Gross Up for Taxes. All payments made by Borrower under the Note and other Loan Documents shall be made free and clear of, and without deduction or withholding for or on account of, any present or future 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, excluding income taxes and franchise or other taxes (imposed in lieu of income taxes) imposed on Lender as a result of a present or former connection between 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 Lender's ’s having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or the Note). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("“Non-Excluded Taxes"”) is required to be withheld from any amounts payable to Lender under the Note or other Loan Documents, the amounts so payable to Lender shall be increased to the extent necessary to yield to Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable with respect to the Loan at the rates or in the amounts specified in the Note or other Loan Documents. Whenever any Non-Excluded Taxes are payable by Borrower, as promptly as possible thereafter Borrower shall send to Lender a certified copy of an original official receipt received by Borrower showing payment thereof. If Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to Lender the required receipts or other required documentary evidence, Borrower shall indemnify Lender for any incremental taxes, interest or penalties that may become payable by Lender as a result of any such failure. The agreements in this Section shall survive the termination of this Agreement and the payment of the Note and all other amounts payable in respect of the Loan.

Gross Up for Taxes. All payments made by Borrower under this Agreement and the Note and other Loan Documents Notes 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 taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding income taxes and franchise or other taxes (imposed in lieu of income taxes) imposed on Lender a Bank as a result of a present or former connection between Lender 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 Lender's such Bank’s having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or the its Note). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("“Non-Excluded Taxes"”) is are required to be withheld from any amounts payable to Lender such Bank hereunder or under the Note or other Loan Documentsits Note, the amounts so payable to Lender such Bank shall be increased to the extent necessary to yield to Lender such Bank (after payment of all Non-Excluded Taxes) interest or any such other amounts payable with respect to the its Loan at the rates or in the amounts specified in this Agreement and its Note; provided, however, that Borrower shall not be required to increase any such amounts payable to such Bank if such Bank is not organized under the Note Laws of the United States or other Loan Documentsa state thereof and such Bank fails to comply with the requirements of Section 10.13. Whenever any Non-Excluded Taxes are payable by Borrower, as promptly as possible thereafter Borrower shall send to Lender Administrative Agent for the account of such Bank a certified copy of an original official receipt received by Borrower showing payment thereof. If Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to Lender Administrative Agent the required receipts or other required documentary evidence, Borrower shall indemnify Lender such Bank for any incremental taxes, interest or penalties that may become payable by Lender such Bank as a result of any such failure. The agreements in this Section shall survive the termination of this Agreement and the payment of the Note Notes and all other amounts payable in respect of the Loanhereunder.

Gross Up for Taxes. All payments made by Borrower under this Agreement and the Note and other Loan Documents Notes 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 taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding income taxes and franchise or other taxes (imposed in lieu of income taxes) imposed on a Lender as a result of a present or former connection between such 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 such Lender's having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or the its Note). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("Non-Excluded Taxes") is are required to be withheld from any amounts payable to such Lender hereunder or under the Note or other Loan Documentsits Note, the amounts so payable to such Lender shall be increased to the extent necessary to yield to such Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable with respect to the Loan Credit Facility at the rates or in the amounts specified in this Agreement and its Note; provided, however, that Borrower shall not be required to increase any such amounts payable to such Lender if such Lender is not organized under the Note Laws of the United States or other Loan Documentsa state thereof and such Lender fails to comply with the requirements of Section 9.13. Whenever any Non-Excluded Taxes are payable by Borrower, as promptly as possible thereafter Borrower shall send to Administrative Agent for the account of such Lender a certified copy of an original official receipt received by Borrower showing payment thereof. If Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to Lender Administrative Agent the required receipts or other required documentary evidence, Borrower shall indemnify such Lender for any incremental taxes, interest or penalties that may become payable by such Lender as a result of any such failure. The agreements in this Section shall survive the termination of this Agreement and the payment of the Note and all other amounts payable in respect of the Loanhereunder.

Gross Up for Taxes. All payments made by Borrower under this Agreement and the Note and other Loan Documents Notes 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 taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding income taxes and franchise or other taxes (imposed in lieu of income taxes) imposed on Lender a Bank as a result of a present or former connection between Lender 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 Lendersuch Bank's having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or the its Note). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("Non-Excluded Taxes") is are required to be withheld from any amounts payable to Lender such Bank hereunder or under the Note or other Loan Documentsits Note, the amounts so payable to Lender such Bank shall be increased to the extent necessary to yield to Lender such Bank (after payment of all Non-Excluded Taxes) interest or any such other amounts payable with respect to the its Loan at the rates or in the amounts specified in this Agreement and its Note; provided, however, that Borrower shall not be required to increase any such amounts payable to such Bank if such Bank is not organized under the Note Laws of the United States or other Loan Documentsa state thereof and such Bank fails to comply with the requirements of Section 10.13. Whenever any Non-Excluded Taxes are payable by Borrower, as promptly as possible thereafter Borrower shall send to Lender Administrative Agent for the account of such Bank a certified copy of an original official receipt received by Borrower showing payment thereof. If Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to Lender Administrative Agent the required receipts or other required documentary evidence, Borrower shall indemnify Lender such Bank for any incremental taxes, interest or penalties that may become payable by Lender such Bank as a result of any such failure. The agreements in this Section shall survive the termination of this Agreement and the payment of the Note Notes and all other amounts payable in respect of the Loanhereunder.

Gross Up for Taxes. (a) All payments made by the Borrower or any other Obligor hereunder and under the any Note and will be made without setoff, counterclaim or other Loan Documents shall defense. Except as provided in Clause 12.4 (Mxxxxxxx Islands), all such payments will be made free and clear of, and without deduction or withholding for or on account offor, any present or future 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, excluding income taxes and franchise jurisdiction or other taxes (imposed in lieu of income taxes) imposed on Lender as a result of a present or former connection between Lender and the jurisdiction of the Governmental Authority imposing such tax or by any political subdivision or taxing authority thereof or therein with respect to such payments (other than but excluding, except as provided in Clause 12.1(b), any tax imposed on or measured by the net income or net profits of a 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 of any such connection arising solely from Lender's having executedjurisdiction (such taxes being referred to collectively as “Excluded Taxes”)) and all interest, delivered penalties or performed its obligations or received a payment under, or enforced, this Agreement or the Note). If any similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, chargesfees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, deductions assessments or withholdings ("other charges being referred to collectively, as “Non-Excluded Taxes") is required to be withheld from any amounts payable to Lender under the Note or other Loan Documents, the amounts so payable to Lender shall be increased to the extent necessary to yield to Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable with respect to the Loan at the rates or in the amounts specified in the Note or other Loan Documents”). Whenever If any Non-Excluded Taxes are payable by Borrowerso levied or imposed, as promptly as possible thereafter the Borrower shall send to Lender a certified copy of an original official receipt received by Borrower showing payment thereof. If Borrower fails agrees to pay the full amount of such Non-Excluded Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any Note, after withholding or deduction for or on account of any Non-Excluded Taxes when due to Taxes, will not be less than the appropriate taxing authority amount provided for herein or fails to remit to Lender the required receipts or other required documentary evidence, Borrower shall indemnify Lender for any incremental taxes, interest or penalties that may become payable by Lender as a result of any in such failure. The agreements in this Section shall survive the termination of this Agreement and the payment of the Note and all other amounts payable in respect of the LoanNote.

Gross Up for Taxes. All payments made by Borrower under this Agreement and the Note and other Loan Documents Notes 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 taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding income taxes and franchise or other taxes (imposed in lieu of income taxes) imposed on a Lender as a result of a present or former connection between such 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 such Lender's having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or the Noteits Notes). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("Non-Excluded Taxes") is are required to be withheld from any amounts payable to such Lender hereunder or under the Note or other Loan Documents, its Notes the amounts so payable to such Lender shall be increased to the extent necessary to yield to such Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable with respect to the its Loan at the rates or in the amounts specified in this Agreement and its Notes; provided, however, that Borrower shall not be required to increase any such amounts payable to such Lender if such Lender is not organized under the Note Laws of the United States or other Loan Documentsa state thereof and such Lender fails to comply with the requirements of Section 10.13. Whenever any Non-Excluded Taxes are payable by Borrower, as promptly as possible thereafter Borrower shall send to Administrative Agent for the account of such Lender a certified copy of an original official receipt received by Borrower showing payment thereof. If Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to Lender Administrative Agent the required receipts or other required documentary evidence, Borrower shall indemnify such Lender for any incremental taxes, interest or penalties that may become payable by such Lender as a result of any such failure. The agreements in this Section shall survive the termination of this Agreement and the payment of the Note Notes and all other amounts payable in respect of the Loanhereunder.

Gross Up for Taxes. All If any Borrower or any Guarantor shall be required by Applicable Law to withhold or deduct any taxes from or in respect of any sum payable under this Agreement or any of the Other Documents to the Agent, or any Lender, assignee of any Lender, or Participant (each, individually, a “Payee” and collectively, the “Payees”), (i) the sum payable to such Payee or Payees, as the case may be, shall be increased as may be necessary so that, after making all required withholding or deductions, the applicable Payee or Payees receives an amount equal to the sum it would have received had no such withholding or deductions been made (the “Gross-Up Payment”), (ii) such Borrower or such Guarantor shall make such withholding or deductions, and (iii) such Borrower or Guarantor shall pay the full amount withheld or deducted to the relevant taxation authority or other authority in accordance with Applicable Law. Notwithstanding the foregoing, no Borrower or Guarantor shall be obligated to make any portion of the Gross-Up Payment that is attributable to (x) withholding taxes which are in excess of taxes that are imposed on the payments made by Borrower under this Agreement or Other Documents to a Payee organized under the Note laws of the United States that is eligible for a maximum benefit provided by an applicable income tax treaty with the United States, or (y) to any withholding or deductions that would not have been paid or claimed had the applicable Payee or Payees properly claimed a reduction in or a complete exemption with respect thereto pursuant to Section 3.10(b) hereof. Each Payee agrees to use reasonable efforts (consistent with legal and other Loan Documents shall regulatory restrictions and subject to overall policy considerations of such Payee) to file any certificate or document or to furnish to the Borrowers and Guarantor any information, in each case, as reasonably requested by the Borrowers or Guarantor, as applicable, that may be made free and clear ofnecessary to establish any available exemption from, and without deduction or withholding for or on account reduction in the amount of, any present or future 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, excluding income taxes and franchise or other taxes (imposed in lieu of income taxes) imposed on Lender as a result of a present or former connection between 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 Lender's having executed, delivered or performed its obligations or received a payment under, or enforced, payments made pursuant to this Agreement or the Note). If any such non-excluded taxesNotes; provided, levieshowever, imposts, duties, charges, fees, deductions or withholdings ("Non-Excluded Taxes") is required to be withheld from any amounts payable to Lender under the Note or other Loan Documents, the amounts so payable to Lender shall be increased to the extent necessary to yield to Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable with respect to the Loan at the rates or in the amounts specified in the Note or other Loan Documents. Whenever any Non-Excluded Taxes are payable by Borrower, as promptly as possible thereafter Borrower shall send to Lender a certified copy of an original official receipt received by Borrower showing payment thereof. If Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to Lender the required receipts or other required documentary evidence, Borrower shall indemnify Lender for any incremental taxes, interest or penalties that may become payable by Lender as a result of any such failure. The agreements nothing in this Section 3.10(b) shall survive the termination of this Agreement and the payment of the Note and all other amounts payable in respect of the Loanrequire such Payee to disclose any confidential information (including, without limitation, its tax returns).

Gross Up for Taxes. (a) All payments made by the Borrower or any other Obligor (or, with respect to FATCA, the DIP Agent) hereunder and under the any Note and will be made without setoff, counterclaim or other Loan Documents shall defense. Except as provided in Clause 12.4 (Xxxxxxxx Islands Taxation), all such payments will be made free and clear of, and without deduction or withholding for or on account offor, any present or future 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, excluding income taxes and franchise jurisdiction or other taxes (imposed in lieu of income taxes) imposed on Lender as a result of a present or former connection between Lender and the jurisdiction of the Governmental Authority imposing such tax or by any political subdivision or taxing authority thereof or therein with respect to such payments (other than but excluding, except as provided in Clause 12.1(b), any tax imposed on or measured by the net income or net profits of a DIP 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 DIP Lender is located or any subdivision of any such connection arising solely from Lender's having executedjurisdiction (such taxes being referred to collectively as “Excluded Taxes”)) and all interest, delivered penalties or performed its obligations or received a payment under, or enforced, this Agreement or the Note). If any similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, chargesfees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, deductions assessments or withholdings ("other charges being referred to collectively, as “Non-Excluded Taxes") is required to be withheld from any amounts payable to Lender under the Note or other Loan Documents, the amounts so payable to Lender shall be increased to the extent necessary to yield to Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable with respect to the Loan at the rates or in the amounts specified in the Note or other Loan Documents”). Whenever If any Non-Excluded Taxes are payable by Borrowerso levied or imposed, as promptly as possible thereafter the Borrower shall send to Lender a certified copy of an original official receipt received by Borrower showing payment thereof. If Borrower fails agrees to pay the full amount of such Non-Excluded Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any Note, after withholding or deduction for or on account of any Non-Excluded Taxes when due to Taxes, will not be less than the appropriate taxing authority amount provided for herein or fails to remit to Lender the required receipts or other required documentary evidence, Borrower shall indemnify Lender for any incremental taxes, interest or penalties that may become payable by Lender as a result of any in such failure. The agreements in this Section shall survive the termination of this Agreement and the payment of the Note and all other amounts payable in respect of the LoanNote.

Gross Up for Taxes. All payments made by Borrower under this Agreement and the Note and other Loan Documents Notes 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 taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding income taxes and franchise or other taxes (imposed in lieu of income taxes) imposed on a Lender as a result of a present or former connection between such 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 such Lender's having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or the its Note). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("Non-Excluded Taxes") is are required to be withheld from any amounts payable to such Lender hereunder or under the Note or other Loan Documentsits Note, the amounts so payable to such Lender shall be increased to the extent necessary to yield to such Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable with respect to the its Loan at the rates or in the amounts specified in this Agreement and its Note; provided, however, that Borrower shall not be required to increase any such amounts payable to such Lender if such Lender is not organized under the Note Laws of the United States or other Loan Documentsa state thereof and such Lender fails to comply with the requirements of Section 9.13. Whenever any Non-Excluded Taxes are payable by Borrower, as promptly as possible thereafter Borrower shall send to Administrative Agent for the account of such Lender a certified copy of an original official receipt received by Borrower showing payment thereof. If Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to Lender Administrative Agent the required receipts or other required documentary evidence, Borrower shall indemnify such Lender for any incremental taxes, interest or penalties that may become payable by such Lender as a result of any such failure. The agreements in this Section shall survive the termination of this Agreement and the payment of the Note Notes and all other amounts payable in respect of the Loanhereunder.

Gross Up for Taxes. (a) All payments made by the Borrower or any other Obligor (or, with respect to FATCA, the Agent) hereunder and under the any Note and will be made without setoff, counterclaim or other Loan Documents shall defense. Except as provided in Clause 12.4 (Mxxxxxxx Islands Taxation), all such payments will be made free and clear of, and without deduction or withholding for or on account offor, any present or future 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, excluding income taxes and franchise jurisdiction or other taxes (imposed in lieu of income taxes) imposed on Lender as a result of a present or former connection between Lender and the jurisdiction of the Governmental Authority imposing such tax or by any political subdivision or taxing authority thereof or therein with respect to such payments (other than but excluding, except as provided in Clause 12.1(b), any tax imposed on or measured by the net income or net profits of a 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 of any such connection arising solely from Lender's having executedjurisdiction (such taxes being referred to collectively as “Excluded Taxes”)) and all interest, delivered penalties or performed its obligations or received a payment under, or enforced, this Agreement or the Note). If any similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, chargesfees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, deductions assessments or withholdings ("other charges being referred to collectively, as “Non-Excluded Taxes") is required to be withheld from any amounts payable to Lender under the Note or other Loan Documents, the amounts so payable to Lender shall be increased to the extent necessary to yield to Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable with respect to the Loan at the rates or in the amounts specified in the Note or other Loan Documents”). Whenever If any Non-Excluded Taxes are payable by Borrowerso levied or imposed, as promptly as possible thereafter the Borrower shall send to Lender a certified copy of an original official receipt received by Borrower showing payment thereof. If Borrower fails agrees to pay the full amount of such Non-Excluded Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any Note, after withholding or deduction for or on account of any Non-Excluded Taxes when due to Taxes, will not be less than the appropriate taxing authority amount provided for herein or fails to remit to Lender the required receipts or other required documentary evidence, Borrower shall indemnify Lender for any incremental taxes, interest or penalties that may become payable by Lender as a result of any in such failure. The agreements in this Section shall survive the termination of this Agreement and the payment of the Note and all other amounts payable in respect of the LoanNote.

Gross Up for Taxes. All payments made by Borrower under this ------------------ Agreement and the Note and other Loan Documents Notes 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 taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding income taxes and franchise or other taxes (imposed in lieu of income taxes) imposed on a Lender as a result of a present or former connection between such 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 such Lender's having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or the its Note). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("Non-Excluded Taxes") is required to be withheld from any amounts payable to such Lender hereunder or under the Note or other Loan Documentsits Note, the amounts so payable to such Lender shall be increased to the extent necessary to yield to such Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable with respect to the Loan at the rates or in the amounts specified in this Agreement and its Note; provided, however, that Borrower shall not be -------- ------- required to increase any such amounts payable to such Lender if such Lender is not organized under the Note Laws of the United States or other Loan Documentsa State thereof and such Lender fails to comply with the requirements of Section 7.13. Whenever any Non-Non- Excluded Taxes are payable by Borrower, as promptly as possible thereafter Borrower shall send to Administrative Agent for the account of such Lender a certified copy of an original official receipt received by Borrower showing payment thereof. If Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to Lender Administrative Agent the required receipts or other required documentary evidence, Borrower shall indemnify such Lender for any incremental taxes, interest or penalties that may become payable by such Lender as a result of any such failure. The agreements in this Section shall survive the termination of this Agreement and the payment of the Note Notes and all other amounts payable in respect of the Loanhereunder.

Gross Up for Taxes. All payments made by Borrower under this Agreement and the Note and other Loan Documents Notes 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 taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding stamp taxes, income taxes and franchise or other taxes (imposed in lieu of income taxes) imposed on a Lender as a result of a present or former connection between such 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 such Lender's ’s having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or the its Note). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("Non-Excluded Taxes") is are required to be withheld from any amounts payable to such Lender hereunder or under the Note or other Loan Documentsits Note, the amounts so payable to such Lender shall be increased to the extent necessary to yield to such Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable with respect to the Loan at the rates or in the amounts specified in this Agreement and its Note; provided, however, that Borrower shall not be required to increase any such amounts payable to such Lender if such Lender is not organized under the Note Laws of the United States or other Loan Documentsa state thereof and such Lender fails to comply with the requirements of Section 7.13. Whenever any Non-Excluded Taxes are payable by Borrower, as promptly as reasonably possible thereafter Borrower shall send to Administrative Agent for the account of such Lender a certified copy of an original official receipt received by Borrower showing payment thereof. If Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to Lender Administrative Agent the required receipts or other required documentary evidence, Borrower shall indemnify such Lender for any incremental taxes, interest or penalties that may become payable by such Lender as a result of any such failure. The agreements in this Section shall survive the termination of this Agreement and the payment of the Note Notes and all other amounts payable in respect of the Loanhereunder.

Gross Up for Taxes. All payments made by Borrower under this Agreement and the Note and other Loan Documents Notes 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 taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding income taxes and franchise or other taxes (imposed in lieu of income taxes) imposed on Lender as a result of a present or former connection between 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 Lender's having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or the Note). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("Non-Excluded Taxes") is are required to be withheld from any amounts payable to Lender hereunder or under the Note or other Loan Documentsits Note, the amounts so payable to Lender shall be increased to the extent necessary to yield to Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable with respect to the Loan Transactions at the rates or in the amounts specified in this Agreement and the Note or other Loan DocumentsNotes. Whenever any Non-Excluded Taxes are payable by Borrower, as promptly as possible thereafter Borrower shall send to Lender a certified copy of an original official receipt received by Borrower showing payment thereof. If Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to Lender the required receipts or other required documentary evidence, Borrower shall indemnify Lender for any incremental taxes, interest or penalties that may become payable by Lender as a result of any such failure. The agreements in this Section shall survive the termination of this Agreement and the payment of the Note Notes and all other amounts payable in respect of the Loanhereunder.

Gross Up for Taxes. All payments made by Borrower under this Agreement and the Note and other Loan Documents Notes 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 taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding income taxes and franchise or other taxes (imposed in lieu of income taxes) imposed on a Lender as a result of a present or former connection between such 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 such Lender's ’s having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or the its Note). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("Non-“Non- Excluded Taxes"”) is are required to be withheld from any amounts payable to such Lender hereunder or under the Note or other Loan Documentsits Note, the amounts so payable to such Lender shall be increased to the extent necessary to yield to such Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable with respect to the Loan Credit Facility at the rates or in the amounts specified in this Agreement and its Note; provided, however, that Borrower shall not be required to increase any such amounts payable to such Lender if such Lender is not organized under the Note Laws of the United States or other Loan Documentsa state thereof and such Lender fails to comply with the requirements of Section 9.13. Whenever any Non-Excluded Taxes are payable by Borrower, as promptly as possible thereafter Borrower shall send to Administrative Agent for the account of such Lender a certified copy of an original official receipt received by Borrower showing payment thereof. If Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to Lender Administrative Agent the required receipts or other required documentary evidence, Borrower shall indemnify such Lender for any incremental taxes, interest or penalties that may become payable by such Lender as a result of any such failure. The agreements in this Section shall survive the termination of this Agreement and the payment of the Note and all other amounts payable in respect of the Loanhereunder.