Common use of Payments Free of Taxes Clause in Contracts

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by Applicable applicable Law. If any Applicable applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.013.2) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party the Borrower under any Loan Credit Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01Section) the applicable Recipient Credit Party receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable applicable Requirements of Law, and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.20. If any Applicable applicable Requirements of Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.012.20) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Credit Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Credit Party shall be increased as necessary so that that, after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01) 6.11), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that that, after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01) Section), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, Taxes except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith and discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax Taxes from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if to the extent such Tax is an Taxes are Indemnified TaxTaxes, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding for such Indemnified Taxes has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01) Section), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction deductions or withholding withholdings for Indemnified Taxes been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by Applicable applicable Law. If any Applicable applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.013.2) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable Laws. If any Applicable Law applicable Laws (as determined in the good faith discretion of an applicable Withholding the Administrative Agent) requires require the deduction or withholding of any Tax from any such payment by the Administrative Agent or a Withholding AgentLoan Party, then the applicable Withholding Administrative Agent or such Loan Party shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Transaction Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentsuch withholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law Law, and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01) 5.03), the applicable Recipient Affected Person or Borrower Indemnified Party receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.014.04) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all All payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an any applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentany applicable withholding agent, then the applicable Withholding Agent such withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.012.20) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable applicable Law. If any Applicable applicable Law (as determined in the good faith discretion of an applicable Withholding Administrative Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Administrative Agent, then the applicable Withholding Administrative Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority Official Body in accordance with Applicable applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.015.10 [Taxes]) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable Legal Requirements. If any Applicable Law applicable Legal Requirements (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable Legal Requirements and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.013.10) the applicable Recipient Secured Party receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Credit Party under any Loan Document shall be made free and clear and without deduction or withholding for any Taxes, ; except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Credit Party shall be increased as necessary so that that, after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01) Section), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party Borrower hereunder or under any other Loan Document to which such Borrower or any other member of its Obligor Group is a party shall be made free and clear of and without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) law requires the deduction or withholding of any Tax from any such payment by a Withholding Agentpayment, then (i) the applicable Withholding Agent Borrower shall be entitled to make such deduction deductions or withholding and withholding, (ii) the applicable Borrower shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, applicable law and (iii) if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made making all required deductions (including such deductions and withholdings applicable to additional sums payable under this Section 3.01) Section), the Administrative Agent, the applicable Recipient Lender or the applicable Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deduction or withholding deductions been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party the Borrower under any Loan Transaction Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an the applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law Law, and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01) Section), the applicable Recipient Credit Party receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Credit Party under any Loan Credit Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Credit Party shall be increased as necessary so that that, after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01) Section), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall be made free and clear of and without deduction reduction or withholding for any Taxes, Taxes except as required by Applicable Lawany Legal Requirement. If any Applicable Law Legal Requirement (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law the relevant Legal Requirements and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made making all required deductions (including such deductions and withholdings applicable to additional sums payable under this Section 3.01Section) the applicable Recipient Administrative Agent and each Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentthe applicable withholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that that, after such deduction or withholding of Indemnified Taxes has been made (including such deductions and withholdings of Indemnified Taxes applicable to additional sums payable under this Section 3.01) 2.18(b)), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.013.5) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable applicable Law. If any Applicable applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority Official Body in accordance with Applicable applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.014.9 [US Taxes]) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, Tax then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction deductions or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.013.01(a)) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction deductions or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agentthe Agent or any Loan Party) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentthe Agent or any Loan Party, then the applicable Withholding Agent or relevant Loan Party shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.012.11) the Agent or applicable Recipient Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Credit Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Credit Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.012.17) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable such Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Credit Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Credit Party shall be increased as necessary so that that, after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01) 3.11), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable applicable Law. If any Applicable applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Borrower or Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that that, after such deduction or withholding of Indemnified Taxes has been made (including such deductions and withholdings of Indemnified Taxes applicable to additional sums payable under this Section 3.01) 2.15(b)), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Credit Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Credit Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable such Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.012.9(b)) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall to the extent permitted by applicable Laws be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentthe applicable withholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.. (c)

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Credit Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Credit Party shall be increased as necessary so that that, after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01) Section), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.. (c)

Payments Free of Taxes. Any and all All payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01) the each applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any Except as otherwise required by law (as determined in the good faith discretion of the applicable Withholding Agent), any and all payments by or on account of any obligation of any Loan Party the Credit Parties hereunder or under any Loan other Credit Document shall be made free and clear of and without deduction reduction or withholding for any Taxes, except as provided that if the applicable Withholding Agent shall be required by Applicable Law. If any Applicable Law applicable law (as determined in the good faith discretion of an the applicable Withholding Agent) requires the deduction to deduct or withholding of withhold any Tax Taxes from any such payment by a Withholding Agentpayments, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, (i) if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Credit Party shall be increased as necessary so that after such deduction making all required deductions or withholding has been made withholdings (including such deductions and or withholdings applicable to additional sums payable under this Section 3.01) Section), the applicable Recipient Administrative Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such deduction deductions or withholding withholdings been made, (ii) the applicable Withholding Agent shall make such deductions or withholdings and (iii) the applicable Withholding Agent shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an 40 Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Credit Party under any Loan Fundamental Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Credit Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.012.15) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable LawLaws. If any an Applicable Law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentthe applicable withholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable such Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.. (b)

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.012 or Section 4 of this Exhibit I) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party under this Agreement or any other Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.012.16) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.012.16) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all All payments by or on account of any obligation behalf of any Loan Party under any Loan Document of Obligations shall be made free and clear of and without deduction or withholding reduction for any Taxes, except as required by Applicable Law. If any Applicable Law requires any Loan Party or the Agent to withhold or deduct any Indemnified Taxes or Other Taxes (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction including backup withhold or withholding of any Tax from any such payment by a Withholding AgentTaxes), then (i) the withholding or deduction shall be based on information provided pursuant to Section 5.10), (ii) the applicable Withholding Loan Party or the Agent shall be entitled to make such deduction the appropriate withholding or withholding and deduction, (iii) the applicable Loan Party or the Agent shall timely pay the full amount withheld or deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law andAuthority, if such Tax is an Indemnified Tax, then and (iv) the sum payable by the applicable Loan Party Borrowers shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01) the Agent, the applicable Recipient Lender or the applicable Issuing Bank, as applicable, receives an amount equal to the sum it would have received had if no such withholding or deduction or withholding (including deductions applicable to additional sums payable under this Section) had been made. Without limiting the foregoing, the Borrowers shall timely pay all Other Taxes to the relevant Governmental Authorities.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.013.1) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made free and clear and without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.012.17) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party the Borrower under any Transaction Document (other than the Sale and Contribution Agreement, each Intercompany Loan Document Agreement and any Credit Insurance Policy) shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an the applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law Law, and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01) 5.03), the applicable Recipient Credit Party receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable Laws. If any Applicable Law Loan Party or the Administrative Agent shall be required by any applicable Laws (as determined in the good faith discretion of an applicable Withholding Agentby the Administrative Agent or Loan Party) requires the deduction to withhold or withholding of deduct any Tax Taxes from any payment, then (A) such payment by a Withholding Loan Party or the Administrative Agent, then the applicable Withholding Agent as required by such Laws, shall be entitled to withhold or make such deduction deductions as are determined by it to be required, (B) such Loan Party or withholding and the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law andsuch Laws, if such Tax and (C) to the extent that the withholding or deduction is an made on account of Indemnified TaxTaxes, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction any required withholding or withholding has been made the making of all required deductions (including such deductions and withholdings applicable to additional sums payable under this Section 3.012.16) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Credit Party under any Loan Operative Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agenta withholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if unless such Tax is an Indemnified Taxa tax on the overall net income of the Purchaser, then the sum payable by the applicable Loan Credit Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01Section) the applicable Recipient Purchaser receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by the Borrowers hereunder or on account of any obligation of any Loan Party under any Loan Document the Notes (if any) shall be made made, in accordance with Section 2.12, free and clear of and without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If a Borrower shall be required by law to deduct any Applicable Law (as determined Taxes from or in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding respect of any Tax from sum payable hereunder or under any such payment by a Withholding AgentNote (if any) to any Recipient, then such Borrower or the applicable Withholding Administrative Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority governmental authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party such Borrower shall be increased as may be necessary so that after such deduction or withholding has been made making all required deductions (including such deductions and withholdings applicable to additional sums payable under this Section 3.012.13) the applicable such Recipient receives an amount equal to the sum it would have received had no such deduction or withholding deductions been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable applicable Law. If any Applicable applicable Law (as determined in the good faith discretion of an applicable Withholding any Loan Party or the Administrative Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Loan Party or the Administrative Agent, then such Loan Party or the applicable Withholding Administrative Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.017.6) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Credit Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Credit Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.013.03(b)) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Margin Loan Document Documentation shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding AgentAdministrative Agent or the relevant Loan Party, as applicable) requires the deduction or withholding of any Tax from any such payment by Administrative Agent or a Withholding AgentLoan Party, then the applicable Withholding Administrative Agent or such Loan Party shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.012.08) the applicable Recipient each Lender or Agent receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable applicable Requirements of Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.012.20) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Credit Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent(as determined in the good faith discretion of any Credit Party or an applicable withholding agent), then the applicable Withholding Agent Credit Party or other applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax or an Other Tax, then the sum payable by the applicable Loan Credit Party shall be increased as necessary so that after such deduction or withholding has been made (including any such deductions and or withholdings applicable to additional sums payable under this Section 3.013.11) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01Subsection 1.13) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01Subsection) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Borrower or Administrative Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Borrower or Administrative Agent, then the applicable Withholding Agent Borrower or Administrative Agent, as applicable, shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01Section) the applicable Recipient Credit Party receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable Legal Requirement. If any Applicable Law applicable Legal Requirement (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable Legal Requirement and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding in the minimum amount required by law and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01Section) the applicable Recipient Lender or Agent, as applicable, receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Credit Party under any Loan Credit Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Credit Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agenta Loan Party) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentpayment, then (i) the applicable Withholding Agent Loan Party shall be entitled to make such deduction or withholding and withholding, (ii) the applicable Loan Party shall timely pay the full amount deducted or withheld to the relevant Governmental Authority governmental authority in accordance with Applicable Law andapplicable law, and (iii) if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and or withholdings applicable to additional sums amounts payable under this Section 3.01Section) the applicable Recipient recipient of such payment receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any Loan other Credit Party under any Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum amount payable by the applicable Loan Party Borrower (or any other Credit Party) shall be increased as necessary so that after making such deduction deductions or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction deductions or withholding withholdings had been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Credit Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable such Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Credit Party shall be increased as necessary so that that, after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01) Section), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) law requires the deduction or withholding of any Tax from any such payment by a Withholding Agentany applicable withholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax or Other Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.012.20) the applicable Recipient Lender (or where the Administrative Agent receives payments for its own account) receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an the applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by 107 the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.013.01(a)) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all All payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentthe applicable withholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable applicable Law. If any Applicable applicable Law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires require the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding withholding, and shall timely pay the full amount withheld or deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable Law, and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction any required withholding or withholding has been made the making of all required deductions (including such withholdings and deductions and withholdings applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Credit Party under any Loan Credit Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Credit Party shall be increased as necessary so that after making such deduction or withholding has been made deductions (including such deductions and withholdings applicable to additional sums payable under this Section 3.012.16) the applicable Recipient Lender (or, in the case of a payment received by the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such deduction or withholding deductions been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that that, after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01) 5.02), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party that is a party hereto under any Loan Document shall be made free and clear of and without deduction reduction or withholding for any Taxes, except as required by Applicable Lawapplicable Laws. If any Applicable Law applicable Laws (as determined in the good faith discretion of an applicable Withholding Agent) requires require the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable Laws and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that that, after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01) 2.08), the applicable Recipient Lending Party receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.. ​

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable Laws. If any Applicable Law applicable Laws (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires require the deduction or withholding of any Tax from any such payment by a Withholding Agentthe applicable withholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding withholding, and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable Laws and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable Laws. If any Applicable Law applicable Laws (as determined in the good faith discretion of an applicable Withholding the Administrative Agent) requires require the deduction or withholding of any Tax from any such payment by the Administrative Agent or a Withholding AgentLoan Party, then the applicable Withholding Administrative Agent or such Loan Party shall be entitled to make such deduction or withholding withholding, and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if applicable Law. If such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01) ), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Credit Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Credit Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.. (c)

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable applicable Law. If any Applicable applicable Law (as determined in the good 80 82461917_14 faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.013.1) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Credit Party under any Loan Credit Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Credit Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding AgentEXHIBIT 10.1 withholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.012.17) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable applicable Law. If any Applicable applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the 216004669 applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority Official Body in accordance with Applicable applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.014.9 [Taxes]) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any Loan other Credit Party under any Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum amount payable by the applicable Loan Party Borrower (or any other Credit Party) shall be increased as necessary so that after making such deduction or withholding has been made deductions (including such deductions and withholdings applicable to additional sums payable under this Section 3.01Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding deductions been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall US-DOCS\103717350.16 be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.012.17) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable such Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.012.17) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Credit Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Credit Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.. 4834-0494-1091v13 43

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable applicable Law. If any Applicable applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted 90731114_8 Exhibit 10.1 or withheld to the relevant Governmental Authority in accordance with Applicable applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.013.1) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation Obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as -117- determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Credit Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith reasonable discretion of an applicable Withholding Administrative Agent) requires the deduction or withholding of any Tax from any such payment by Administrative Agent or a Withholding AgentCredit Party, then the applicable Withholding Administrative Agent or such Credit Party shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Credit Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01Section) the applicable Recipient Credit Party receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Exhibit 10.2 Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.012.17) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Credit Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Credit Party shall be increased as necessary so that that, after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01) Section), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.. 59 103755581_3 119311063_5

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as ; provided that if an applicable Withholding Agent shall be required by Applicable Law. If under any Applicable Law applicable law (as determined in the its good faith discretion of an applicable Withholding Agentdiscretion) requires the deduction to deduct or withholding of withhold any Tax Taxes from any such payment by a Withholding Agentpayments, then the applicable Withholding Agent shall be entitled to make such deduction deductions or withholding and withholdings, shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law andapplicable law, and if such Tax is an Taxes are Indemnified TaxTaxes, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made making all required deductions and withholdings (including such deductions and withholdings applicable to additional sums payable under this Section 3.01) the applicable 5.03), each Recipient and each of their Tax Related Persons receives an amount equal to the sum it would have received had no such deduction deductions or withholding withholdings been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall be made free and clear of and without deduction reduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that that, after such deduction or withholding has been made making all required deductions (including such deductions and withholdings applicable to additional sums payable under this Section 3.01) ), the applicable Recipient receives an amount amounts received with respect to this Agreement or any other Loan Document equal to the sum it which would have been received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that that, after such deduction or withholding has been made making all required deductions (including such deductions and withholdings applicable to additional sums payable under this Section 3.01) ), the applicable Recipient receives an amount amounts received with respect to this Agreement or any other Loan Document equal to the sum it which would have been received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable Laws. If any Applicable Law applicable Laws (as determined in the good faith discretion of an the applicable Withholding Agent) requires require the deduction or withholding of any Tax from any such payment by a the applicable Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding withholding, and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if applicable Law. If such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01) ), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased ​ [Credit Agreement] as necessary so that that, after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01) 5.02), the applicable Recipient Credit Party receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable such Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.. 101