Common use of Payments Net of Taxes Clause in Contracts

Payments Net of Taxes. All payments and prepayments of principal and interest under this Agreement shall be made net of any taxes (excluding Excluded Taxes) and costs (which are compensated under Section 2.6.1 above) resulting from having principal outstanding at or computed with reference to an Effective LIBO Rate. Without limiting the generality of the preceding obligation, illustrations of such taxes and costs as to which payments are to be made net of are taxes, or the withholding of amounts for taxes, of any nature whatsoever including income, excise, interest equalization taxes (other than United States or state income taxes) as well as all levies, imposts, duties or fees whether now in existence or as the result of a change in or promulgation of any treaty, statute, regulation, or interpretation thereof or any directive guideline or otherwise by a central bank or fiscal authority (whether or not having the force of law) or a change in the basis of, or the time of payment of, such taxes and other amounts resulting therefrom. Each Lender organized under the laws of a jurisdiction outside of the United States (a “Foreign Lender”) shall provide to the Borrower and the Administrative Agent two properly completed and executed Internal Revenue Service Forms W-8BEN or other applicable forms, certificates or documents prescribed by the Internal Revenue Service of the United States certifying as to such Foreign Lender’s entitlement to complete exemption from United States withholding tax under an applicable statute or tax treaty with respect to payments to be made to such Foreign Lender hereunder (“Certificates of Exemption”). Each Foreign Lender shall provide such Certificates of Exemption on or before the Closing Date, and shall provide Certificates of Exemption on or before the first business day of each taxable year of such Foreign Lender thereafter. Each Foreign Lender that becomes a Lender pursuant to Section 13.3 after the Closing Date shall provide Certificates of Exemption on or before the date such Foreign Lender becomes a Lender and on or before the first business day of each taxable year of such Foreign Lender thereafter. If a Foreign Lender does not provide a Certificate of Exemption to Borrower and the Administrative Agent within the time periods set forth in the preceding sentence, Borrower shall withhold taxes from payments to such Foreign Lender at the applicable statutory rates and Borrower shall be permitted to deduct the amount withheld from the amount it otherwise would have been required to pay, provided that all such withholding shall cease upon delivery by such Foreign Lender of a Certificate of Exemption to Borrower and Administrative Agent. Each Lender that is not a Foreign Lender and is not exempt from backup withholding under the Code with respect to payments made under this Agreement shall provide a properly completed and executed IRS Form W-9 to the Borrower promptly after becoming a Lender under this Agreement. If a Lender fails to comply with its obligations under the preceding sentence and Borrower pays backup withholding as a result of such failure, Borrower shall be permitted to deduct the amount withheld from the amount it otherwise would have been required to pay to the Lender. Without limiting the foregoing, the Borrower shall timely pay any Other Taxes to the relevant governmental authority in accordance with applicable law.

Payments Net of Taxes. 7.5.1 All payments and prepayments of principal and interest under this Agreement made by each Borrower will be made without setoff, counterclaim or other defence. Any payment to the Agent shall be made free and clear of, and without deduction or withholding for, any present or future taxes or other charges of whatever nature now or hereafter imposed by any taxing authority in any jurisdiction with respect to such payments (but excluding any tax or other governmental charge imposed on or measured by the net income or net profits of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located) and all interest, penalties or similar liabilities with respect to such non-excluded taxes or other governmental charge (collectively referred to herein as "Taxes"). If any Taxes are so levied or imposed, the relevant Borrower shall pay the full amount of such Taxes to the relevant taxing authority in accordance with applicable law and shall pay to the Agent such additional amounts as may be necessary so that every payment actually received by the Agent or relevant Lender will not be less than the amount which would otherwise have been received in the absence of such levy or imposition of Taxes. Each Borrower will furnish to the Agent within 45 days after the date the payment of any taxes (excluding Excluded Taxes) Taxes is due pursuant to applicable law certified copies of tax receipts, if any, or other evidence reasonably acceptable to the Agent evidencing such payment by such Borrower. Each Borrower agrees to indemnify and costs (which are compensated under Section 2.6.1 above) resulting from having principal outstanding at hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or computed with reference to an Effective LIBO Rate. Without limiting the generality of the preceding obligationimposed and paid by such Lender, illustrations of such taxes and costs as to which payments are to be made net of are for any taxes, or the withholding of amounts for taxes, of any nature whatsoever including income, excise, interest equalization taxes (other than United States or state income taxes) as well as all levies, imposts, duties or fees whether now charges paid by such Lender in existence respect of amounts paid to or as the result of a change in or promulgation of any treaty, statute, regulation, or interpretation thereof or any directive guideline or otherwise by a central bank or fiscal authority (whether or not having the force of law) or a change in the basis of, or the time of payment of, such taxes and other amounts resulting therefrom. Each Lender organized under the laws of a jurisdiction outside of the United States (a “Foreign Lender”) shall provide to the Borrower and the Administrative Agent two properly completed and executed Internal Revenue Service Forms W-8BEN or other applicable forms, certificates or documents prescribed by the Internal Revenue Service of the United States certifying as to such Foreign Lender’s entitlement to complete exemption from United States withholding tax under an applicable statute or tax treaty with respect to payments to be made to such Foreign Lender hereunder (“Certificates of Exemption”). Each Foreign Lender shall provide such Certificates of Exemption on or before the Closing Date, and shall provide Certificates of Exemption on or before the first business day of each taxable year behalf of such Foreign Lender thereafter. Each Foreign Lender that becomes a Lender pursuant to this Section 13.3 7.5.1, other than penalties, additions to tax, interest and expenses arising as a result of the willful misconduct or gross negligence of such Lender, within 30 days after the Closing Date date upon which such Lender makes written demand therefor supported by a copy of any written assessment thereof. Notwithstanding the foregoing provisions of this Section 7.5.1, the Borrower's obligations under this Section 7.5.1 shall provide Certificates not apply in respect of Exemption on or before the date such Foreign Lender becomes a Lender and on or before to the first business day extent that such Lender has not complied with the provisions of each taxable year of such Foreign Lender thereafterSection 7.5.2 to the extent it is legally able to do so. If a Foreign Lender does not provide a Certificate of Exemption to Borrower and the Administrative Agent within the time periods set forth in the preceding sentence, Borrower shall withhold taxes from payments to such Foreign Lender at the applicable statutory rates and Borrower shall be permitted to deduct the amount withheld from the amount it otherwise would have been required to pay, provided that all such withholding shall cease upon delivery by such Foreign Lender of a Certificate of Exemption to Borrower and Administrative Agent. 7.5.2 Each Lender that is not a Foreign Lender United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended) and that is not exempt entitled to an exemption from backup or reduction of withholding tax under the Code law of the United States or under a treaty to which the United States is a party, with respect to payments made under this Agreement shall provide shall, to the extent it is legally able to do so, on or prior to the date hereof, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 17.1, on the date of such assignment or transfer to such Lender, and from time to time upon request from SLM, deliver to SLM, accurate, properly completed and properly executed IRS Form W-9 documentation either prescribed by applicable law or reasonably requested by SLM (to the Borrower promptly after becoming a Lender under this Agreement. If a Lender fails to comply with its obligations under extent that such documentation reasonably requested by SLM will not, in the preceding sentence and Borrower pays backup withholding as a result reasonable judgment of such failureLender, Borrower shall be permitted disadvantageous to deduct such Lender), if the amount withheld from delivery of such documentation will permit such payments to be made without withholding or with withholding at a reduced rate, as the amount it otherwise would have been required case may beo. SLM agrees to pay to the Lender. Without limiting the foregoing, the Borrower shall timely pay reimburse each Lender for any Other Taxes to the relevant governmental authority in accordance expense incurred by reason of complying with applicable lawthis Section 7.5.2.

Payments Net of Taxes. All payments and prepayments of principal and interest made by the Borrower hereunder or under this Agreement shall any Note will be made net of any taxes (excluding Excluded Taxes) and costs (which are compensated under without setoff, counterclaim or other defense. Except as provided in Section 2.6.1 above) resulting from having principal outstanding at or computed with reference to an Effective LIBO Rate. Without limiting the generality of the preceding obligation5.7(b), illustrations of all such taxes and costs as to which payments are to will be made net of are free and clear of, and without deduction or withholding for, any present or future taxes, or the withholding of amounts for taxes, of any nature whatsoever including income, excise, interest equalization taxes (other than United States or state income taxes) as well as all levies, imposts, duties duties, fees, assessments or fees whether other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in existence the second succeeding sentence, any tax imposed on or as measured by the result net income or profits of a change Lender pursuant to the laws of the jurisdiction in which it is organized or promulgation the jurisdiction in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any Note, after withholding or deduction for or on account of any treatyTaxes, statutewill not be less than the amount provided for herein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, regulationthe Borrower agrees to reimburse each Lender, upon the written request of such Lender, for taxes imposed on or interpretation thereof measured by the net income or any directive guideline profits of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or otherwise by a central bank in which the principal office or fiscal authority (whether applicable lending office of such Lender is located or not having the force of law) or a change in the basis of, or the time of payment of, such taxes and other amounts resulting therefrom. Each Lender organized under the laws of a any political subdivision or taxing authority of any such jurisdiction outside in which such Lender is organized or in which the principal office or applicable lending office of the United States (a “Foreign Lender”) shall provide to the Borrower such Lender is located and the Administrative Agent two properly completed and executed Internal Revenue Service Forms W-8BEN or other applicable forms, certificates or documents prescribed by the Internal Revenue Service for any withholding of the United States certifying taxes as to such Foreign Lender’s entitlement to complete exemption from United States withholding tax under an applicable statute or tax treaty with respect to payments to be made to such Foreign Lender hereunder (“Certificates of Exemption”). Each Foreign Lender shall provide determine are payable by, or withheld from, such Certificates of Exemption on or before the Closing DateLender, and shall provide Certificates of Exemption on or before the first business day of each taxable year in respect of such Foreign Lender thereafter. Each Foreign Lender that becomes a amounts so paid to or on behalf of such Lender pursuant to Section 13.3 after the Closing Date shall provide Certificates preceding sentence and in respect of Exemption any amounts paid to or on or before the date such Foreign Lender becomes a Lender and on or before the first business day of each taxable year behalf of such Foreign Lender thereafterpursuant to this sentence. If a Foreign Lender does not provide a Certificate of Exemption The Borrower will furnish to Borrower and the Administrative Agent within 45 days after the time periods set forth in date the preceding sentencepayment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Lender, Borrower shall withhold taxes from payments to and reimburse such Foreign Lender at the applicable statutory rates and Borrower shall be permitted to deduct upon its written request, for the amount withheld from the amount it otherwise would have been required to pay, provided that all such withholding shall cease upon delivery of any Taxes so levied or imposed and paid by such Foreign Lender of a Certificate of Exemption to Borrower and Administrative Agent. Each Lender that is not a Foreign Lender and is not exempt from backup withholding under the Code with respect to payments made under this Agreement shall provide a properly completed and executed IRS Form W-9 to the Borrower promptly after becoming a Lender under this Agreement. If a Lender fails to comply with its obligations under the preceding sentence and Borrower pays backup withholding as a result of such failure, Borrower shall be permitted to deduct the amount withheld from the amount it otherwise would have been required to pay to the Lender. Without limiting the foregoing, the Borrower shall timely pay any Other Taxes to the relevant governmental authority in accordance with applicable law.infoUSA Credit Agreement

Payments Net of Taxes. 7.5.1 All payments and prepayments of principal and interest under this Agreement made by each Borrower will be made without setoff, counterclaim or other defence. Any payment to the Paying Agent or the Agent shall be made free and clear of, and without deduction or withholding for, any present or future taxes or other charges of whatever nature now or hereafter imposed by any taxing authority in any jurisdiction with respect to such payments (but excluding any tax or other governmental charge imposed on or measured by the net income or net profits of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located) and all interest, penalties or similar liabilities with respect to such non-excluded taxes or other governmental charge (collectively referred to herein as "Taxes"). If any Taxes are so levied or imposed, the relevant Borrower shall pay the full amount of such Taxes to the relevant taxing authority in accordance with applicable law and shall pay to the Agent or the Paying Agent, as the case may be, such additional amounts as may be necessary so that every payment actually received by the Paying Agent, the Agent or relevant Lender will not be less than the amount which would otherwise have been received in the absence of such levy or imposition of Taxes. Each Borrower will furnish to the Agent or the Paying Agent, as the case may be, within 45 days after the date the payment of any taxes (excluding Excluded Taxes) Taxes is due pursuant to applicable law certified copies of tax receipts, if any, or other evidence reasonably acceptable to the Agent or the Paying Agent, as the case may be, evidencing such payment by such Borrower. Each Borrower agrees to indemnify and costs (which are compensated under Section 2.6.1 above) resulting from having principal outstanding at hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or computed with reference to an Effective LIBO Rate. Without limiting the generality of the preceding obligationimposed and paid by such Lender, illustrations of such taxes and costs as to which payments are to be made net of are for any taxes, or the withholding of amounts for taxes, of any nature whatsoever including income, excise, interest equalization taxes (other than United States or state income taxes) as well as all levies, imposts, duties or fees whether now charges paid by such Lender in existence respect of amounts paid to or as the result of a change in or promulgation of any treaty, statute, regulation, or interpretation thereof or any directive guideline or otherwise by a central bank or fiscal authority (whether or not having the force of law) or a change in the basis of, or the time of payment of, such taxes and other amounts resulting therefrom. Each Lender organized under the laws of a jurisdiction outside of the United States (a “Foreign Lender”) shall provide to the Borrower and the Administrative Agent two properly completed and executed Internal Revenue Service Forms W-8BEN or other applicable forms, certificates or documents prescribed by the Internal Revenue Service of the United States certifying as to such Foreign Lender’s entitlement to complete exemption from United States withholding tax under an applicable statute or tax treaty with respect to payments to be made to such Foreign Lender hereunder (“Certificates of Exemption”). Each Foreign Lender shall provide such Certificates of Exemption on or before the Closing Date, and shall provide Certificates of Exemption on or before the first business day of each taxable year behalf of such Foreign Lender thereafter. Each Foreign Lender that becomes a Lender pursuant to this Section 13.3 after the Closing Date shall provide Certificates of Exemption on or before the date such Foreign Lender becomes a Lender 7.5.1, other than penalties, additions to tax, interest and on or before the first business day of each taxable year of such Foreign Lender thereafter. If a Foreign Lender does not provide a Certificate of Exemption to Borrower and the Administrative Agent within the time periods set forth in the preceding sentence, Borrower shall withhold taxes from payments to such Foreign Lender at the applicable statutory rates and Borrower shall be permitted to deduct the amount withheld from the amount it otherwise would have been required to pay, provided that all such withholding shall cease upon delivery by such Foreign Lender of a Certificate of Exemption to Borrower and Administrative Agent. Each Lender that is not a Foreign Lender and is not exempt from backup withholding under the Code with respect to payments made under this Agreement shall provide a properly completed and executed IRS Form W-9 to the Borrower promptly after becoming a Lender under this Agreement. If a Lender fails to comply with its obligations under the preceding sentence and Borrower pays backup withholding expenses arising as a result of the willful misconduct or gross negligence of such failureLender, Borrower within 30 days after the date upon which such Lender makes written demand therefor supported by a copy of any written assessment thereof. Notwithstanding the foregoing provisions of this Section 7.5.1, a Borrower's obligations under this Section 7.5.1 shall be permitted to deduct the amount withheld from the amount it otherwise would have been required to pay not apply in respect of a Lender to the Lender. Without limiting extent that such Lender has not complied with the foregoing, the Borrower shall timely pay any Other Taxes provisions of Section 7.5.2 to the relevant governmental authority in accordance with applicable lawextent it is legally able to do so.

Payments Net of Taxes. All payments and prepayments of principal and interest under this Agreement shall be made net of any taxes (excluding Excluded Taxestaxes imposed on or measured by the overall net income of any Lender or any agent of any Lender and all franchise or gross receipts tax of any Lender or any agent of any Lender) and costs (which are compensated under Section 2.6.1 above) resulting from having principal outstanding at or computed with reference reference, to an Effective LIBO Rate. Without limiting the generality of the preceding obligation, illustrations of such taxes and costs as to which payments are to be made net of are taxes, or the withholding of amounts for taxes, of any nature whatsoever including income, excise, interest equalization taxes (other than United States or state income taxes) as well as all levies, imposts, duties or fees whether now in existence or as the result of a change in or promulgation of any treaty, statute, regulation, or interpretation thereof or any directive guideline or otherwise by a central bank or fiscal authority (whether or not having the force of law) or a change in the basis of, or the time of payment of, such taxes and other amounts resulting therefrom. Each Lender organized under the laws of a jurisdiction outside of the United States (a “"Foreign Lender”") shall provide to the Borrower and the Administrative Agent two properly completed and executed Internal Revenue Service Forms W-8BEN or other applicable forms, certificates or documents prescribed by the Internal Revenue Service of the United States certifying as to such Foreign Lender’s 's entitlement to complete exemption from United States withholding tax under an applicable statute or tax treaty with respect to payments to be made to such Foreign Lender hereunder (“"Certificates of Exemption”"). Each Foreign Lender shall provide such Certificates of Exemption on or before the Closing Date, and shall provide Certificates of Exemption on or before the first business day of each taxable year of such Foreign Lender thereafter. Each Foreign Lender that becomes a Lender pursuant to Section 13.3 after the Closing Date shall provide Certificates of Exemption on or before the date such Foreign Lender becomes a Lender and on or before the first business day of each taxable year of such Foreign Lender thereafter. If a Foreign Lender does not provide a Certificate of Exemption to Borrower and the Administrative Agent within the time periods set forth in the preceding sentence, Borrower shall withhold taxes from payments to such Foreign Lender at the applicable statutory rates and Borrower shall be permitted to deduct the amount withheld from the amount it otherwise would have been required to pay, provided that all such withholding shall cease upon delivery by such Foreign Lender of a Certificate of Exemption to Borrower and Administrative Agent. Each Lender that is not a Foreign Lender and is not exempt from backup withholding under the Code with respect to payments made under this Agreement shall provide a properly completed and executed IRS Form W-9 to the Borrower promptly after becoming a Lender under this Agreement. If a Lender fails to comply with its obligations under the preceding sentence and Borrower pays backup withholding as a result of such failure, Borrower shall be permitted to deduct the amount withheld from the amount it otherwise would have been required to pay to the Lender. Without limiting the foregoing, the Borrower shall timely pay any Other Taxes to the relevant governmental authority in accordance with applicable law.

Payments Net of Taxes. All payments and prepayments of principal and interest made by the Borrower under this Agreement shall be made net of free and clear of, and without reduction or withholding for or on account of, any taxes (excluding Excluded Taxes) and costs (which are compensated under Section 2.6.1 above) resulting from having principal outstanding at present or computed with reference to an Effective LIBO Rate. Without limiting the generality of the preceding obligationfuture income, illustrations of such taxes and costs as to which payments are to be made net of are stamp or other taxes, or the withholding of amounts for taxes, of any nature whatsoever including income, excise, interest equalization taxes (other than United States or state income taxes) as well as all levies, imposts, duties duties, charges, fees, deductions or fees whether withholdings, now in existence or as the result of a change in hereafter imposed, levied, collected, withheld or promulgation of assessed by any treatyGovernmental Authority, statuteand all liabilities with respect thereto, regulation, or interpretation thereof or any directive guideline or otherwise by a central bank or fiscal authority excluding (whether or not having the force of lawi) or a change in the basis ofcase of each Agent, the LC Issuer and each Lender, income or franchise taxes imposed on such Agent, the time of payment of, LC Issuer or such taxes and other amounts resulting therefrom. Each Lender organized by the jurisdiction under the laws of which such Agent, the LC Issuer or such Lender is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between such Agent, the LC Issuer or such Lender and any jurisdiction outside other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and (ii) in the case of the United States LC Issuer and each Lender, income or franchise taxes imposed by any jurisdiction in which the LC Issuer or such Lender's lending offices which issue or book Letters of Credit, or make or book Loans are located or any political subdivision or taxing authority thereof or therein (a “Foreign Lender”) all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called "Taxes"). If any Taxes are required to be withheld or deducted from any amounts payable to any Agent, the LC Issuer or any Lender under this Agreement or any other Loan Document, the Borrower shall provide pay the relevant amount of such Taxes and the amounts so payable to such Agent, the LC Issuer or such Lender shall be increased to the Borrower extent necessary to yield to such Agent, the LC Issuer or such Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the Administrative Agent two properly completed and executed Internal Revenue Service Forms W-8BEN or other applicable forms, certificates or documents prescribed Loan Documents. Whenever any Taxes are paid by the Internal Revenue Service of the United States certifying as to such Foreign Lender’s entitlement to complete exemption from United States withholding tax under an applicable statute or tax treaty with respect to payments to be made to such Foreign Lender hereunder (“Certificates of Exemption”). Each Foreign Lender shall provide such Certificates of Exemption on or before the Closing Date, and shall provide Certificates of Exemption on or before the first business day of each taxable year of such Foreign Lender thereafter. Each Foreign Lender that becomes a Lender pursuant to Section 13.3 after the Closing Date shall provide Certificates of Exemption on or before the date such Foreign Lender becomes a Lender and on or before the first business day of each taxable year of such Foreign Lender thereafter. If a Foreign Lender does not provide a Certificate of Exemption to Borrower and the Administrative Agent within the time periods set forth in the preceding sentence, Borrower shall withhold taxes from payments to such Foreign Lender at the applicable statutory rates and Borrower shall be permitted to deduct the amount withheld from the amount it otherwise would have been required to pay, provided that all such withholding shall cease upon delivery by such Foreign Lender of a Certificate of Exemption to Borrower and Administrative Agent. Each Lender that is not a Foreign Lender and is not exempt from backup withholding under the Code with respect to payments made under this Agreement shall provide a properly completed and executed IRS Form W-9 to the Borrower promptly after becoming a Lender under in connection with this Agreement. If a Lender fails to comply with its obligations under the preceding sentence and Borrower pays backup withholding , as a result of such failure, Borrower shall be permitted to deduct the amount withheld from the amount it otherwise would have been required to pay to the Lender. Without limiting the foregoingpromptly as possible thereafter, the Borrower shall timely pay any Other Taxes send to the relevant governmental authority Administrative Agent for its own account or for the account of the LC Issuer or such Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof. In the event that after the Borrower shall have paid any additional amount under this Section 2.16(a) with respect to any Loan or any letter of Credit the Lender or the LC Issuer, as the case may be, shall have received a refund or credit of any Taxes paid by the Borrower with respect to payments made in accordance connection with applicable law.this Agreement, then, to the extent that such Lender or the LC Issuer receives a refund or credit of all or a portion of such Taxes from the Governmental Authority to whom such Taxes were paid by the Borrower, such Lender or the LC Issuer shall refund to the Borrower such additional amount or any portion thereof with respect to which such Lender or the LC Issuer receives such refund or credit. Nothing contained in this paragraph (a) shall require any Lender, the LC Issuer or any Agent to make available any of its tax returns (or any other information relating to its taxes which it deems to be confidential). (b)

Payments Net of Taxes. All payments and prepayments of principal and interest made by the Borrower under this Agreement shall be made net of free and clear of, and without reduction or withholding for or on account of, any taxes (excluding Excluded Taxes) and costs (which are compensated under Section 2.6.1 above) resulting from having principal outstanding at present or computed with reference to an Effective LIBO Rate. Without limiting the generality of the preceding obligationfuture income, illustrations of such taxes and costs as to which payments are to be made net of are stamp or other taxes, or the withholding of amounts for taxes, of any nature whatsoever including income, excise, interest equalization taxes (other than United States or state income taxes) as well as all levies, imposts, duties duties, charges, fees, deductions or fees whether withholdings, now in existence or as the result of a change in hereafter imposed, levied, collected, withheld or promulgation of assessed by any treatyGovernmental Authority, statuteand all liabilities with respect thereto, regulation, or interpretation thereof or any directive guideline or otherwise by a central bank or fiscal authority excluding (whether or not having the force of lawi) or a change in the basis ofcase of each Agent and each Lender, income or franchise taxes imposed on such Agent or such Lender by the time of payment of, such taxes and other amounts resulting therefrom. Each Lender organized jurisdiction under the laws of which such Agent or such Lender is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between such Agent or such Lender and any jurisdiction outside other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and (ii) in the case of each Lender, income or franchise taxes imposed by any jurisdiction in which such Lender's lending offices which make or book Loans are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called "Taxes"). If any Taxes are required to be withheld or deducted from any amounts payable to any Agent or any Lender under this Agreement or any other Loan Document, the United States (a “Foreign Lender”) Borrower shall provide pay the relevant amount of such Taxes and the amounts so payable to such Agent or such Lender shall be increased to the Borrower extent necessary to yield to such Agent or such Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the Administrative Agent two properly completed and executed Internal Revenue Service Forms W-8BEN or other applicable forms, certificates or documents prescribed Loan Documents. Whenever any Taxes are paid by the Internal Revenue Service of the United States certifying as to such Foreign Lender’s entitlement to complete exemption from United States withholding tax under an applicable statute or tax treaty with respect to payments to be made to such Foreign Lender hereunder (“Certificates of Exemption”). Each Foreign Lender shall provide such Certificates of Exemption on or before the Closing Date, and shall provide Certificates of Exemption on or before the first business day of each taxable year of such Foreign Lender thereafter. Each Foreign Lender that becomes a Lender pursuant to Section 13.3 after the Closing Date shall provide Certificates of Exemption on or before the date such Foreign Lender becomes a Lender and on or before the first business day of each taxable year of such Foreign Lender thereafter. If a Foreign Lender does not provide a Certificate of Exemption to Borrower and the Administrative Agent within the time periods set forth in the preceding sentence, Borrower shall withhold taxes from payments to such Foreign Lender at the applicable statutory rates and Borrower shall be permitted to deduct the amount withheld from the amount it otherwise would have been required to pay, provided that all such withholding shall cease upon delivery by such Foreign Lender of a Certificate of Exemption to Borrower and Administrative Agent. Each Lender that is not a Foreign Lender and is not exempt from backup withholding under the Code with respect to payments made under this Agreement shall provide a properly completed and executed IRS Form W-9 to the Borrower promptly after becoming a Lender under in connection with this Agreement. If a Lender fails to comply with its obligations under the preceding sentence and Borrower pays backup withholding , as a result of such failure, Borrower shall be permitted to deduct the amount withheld from the amount it otherwise would have been required to pay to the Lender. Without limiting the foregoingpromptly as possible thereafter, the Borrower shall timely pay any Other Taxes send to the relevant governmental authority Administrative Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof. In the event that after the Borrower shall have paid any additional amount under this Section 2.16(a) with respect to any Loan the Lender shall have received a refund or credit of any Taxes paid by the Borrower with respect to payments made in accordance connection with applicable law.this Agreement, then, to the extent that such Lender receives a refund or credit of all or a portion of such Taxes from the Governmental Authority to whom such Taxes were paid by the Borrower, such Lender shall refund to the Borrower such additional amount or any portion thereof with respect to which such Lender receives such refund or credit. Nothing contained in this paragraph (a) shall require any Lender or any Agent to make available any of its tax returns (or any other information relating to its taxes which it deems to be confidential). (b)