Common use of Taxes; Net Payments Clause in Contracts

Taxes; Net Payments. All payments by Borrower hereunder and under the Revolving Note and the Term Note to the Agent or any Lender shall be made without set-off or counterclaim and in such amounts as may be necessary in order that all such payments, after deduction or withholding for or on account of any present or future taxes, levies, imposts, duties or other charges of whatsoever nature imposed by any Governmental Authority or taxing authority thereof (collectively, “Taxes”), shall not be less than the amounts otherwise specified to be paid under this Agreement. The Borrower shall pay all Taxes when due and shall promptly send to the Lender original tax receipts or copies thereof certified by the relevant taxing authority together with such other documentary evidence with respect to such payments as may be required from time to time by the Agent. If the Borrower fails to pay any Taxes to the appropriate taxing authorities when due or fails to remit to the Agent or Lender any such original tax receipts or certified copies thereof as aforesaid or other required documentary evidence, the Borrower shall indemnify the Agent or Lender within thirty (30) days of demand by the Lender or Agent for any taxes, interest or penalties that may become payable by the Agent or Lender as a result of such failure. Notwithstanding the foregoing, (i) the Borrower shall not be liable for the payment of any tax on or measured by the net income of any Lender pursuant to the laws of the jurisdiction where an office of such Lender making any loan hereunder is located or does business, and (ii) the foregoing obligation to gross up the payments to any Lender so as not to deduct or offset any withholding taxes or Taxes paid or payable by the Borrower with respect to any payments to such Lender shall not apply (x) to any payment to any Lender which is a “foreign corporation, partnership or trust” within the meaning of the Code if such Lender is not, on the date hereof (or on the date it becomes a Lender under this Agreement pursuant to the assignment terms of this Agreement), or on any date hereafter that it is a Lender under this Agreement, entitled to submit either a Form W-8BEN or any successor form thereto (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or Form W-8ECI or any successor form thereto (relating to all interest to be received by such Lender hereunder in respect of the Loans) of the U.S. Department of Treasury, or (y) to any item referred to in the preceding sentence that would not have been imposed but for the failure by such Lender to comply with any applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections of such Lender with the United States if such compliance is required by statute or regulation of the United States as a precondition to relief or exemption from such item.

Taxes; Net Payments. (a) All payments made by the Borrower hereunder and under the Revolving Note and the Term Note to the Agent or any Lender Loan Documents shall be made free and clear of, and without set-off reduction for or counterclaim on account of, any taxes required by law to be withheld from any amounts payable under the Loan Documents. In the event that the Borrower is prohibited by law from making such payments free of deductions or withholdings, then the Borrower shall pay such additional amounts to the Administrative Agent, for the benefit of the Issuer and in such amounts the Lenders, as may be necessary in order that all such payments, the actual amounts received by the Issuer and the Lenders in respect of interest and any other amounts payable under the Loan Documents after deduction or withholding for or on account (and after payment of any present or future taxes, levies, imposts, duties additional taxes or other charges due as a consequence of whatsoever nature imposed by the payment of such additional amounts) shall equal the amount that would have been received if such deduction or withholding were not required. In the event that any Governmental Authority such deduction or taxing authority thereof (collectivelywithholding can be reduced or nullified as a result of the application of any relevant double taxation convention, “Taxes”)the Lenders, shall not be less than the amounts otherwise specified Issuer and the Administrative Agent will, at the expense of the Borrower, cooperate with the Borrower in making application to be paid under this Agreement. The Borrower shall pay all Taxes when due and shall promptly send to the Lender original tax receipts or copies thereof certified by the relevant taxing authority together with authorities seeking to obtain such other documentary evidence reduction or nullification, provided that the Lenders, the Issuer and the Administrative Agent shall have no obligation to (i) engage in any litigation, hearing or proceeding with respect to such payments as may be required from time to time by the Agentthereto or (ii) disclose any tax return or other confidential information. If the Borrower fails to pay shall make any Taxes to the appropriate taxing authorities when due payment under this Section or fails to remit to the Agent shall make any deduction or Lender withholding from amounts paid under any such original tax receipts or certified copies thereof as aforesaid or other required documentary evidenceLoan Document, the Borrower shall indemnify forthwith forward to the Administrative Agent original or certified copies of official receipts or other evidence acceptable to the Administrative Agent establishing each such payment, deduction or withholding, as the case may be, and the Administrative Agent in turn shall distribute copies thereof to the Issuer and each Lender. If any payment to the Issuer or any Lender within thirty under any Loan Document is or becomes subject to any withholding, the Issuer or such Lender, as the case may be, shall (30) days of demand unless otherwise required by the Lender a Governmental Authority or Agent for any taxes, interest or penalties that may become payable by the Agent or Lender as a result of any law, rule, regulation, order or similar directive applicable to the Issuer or such failure. Notwithstanding Lender, as the foregoingcase may be) designate a different office or branch to which such payment is to be made from that initially selected thereby, (i) the Borrower shall if such designation would avoid such withholding and would not be liable for otherwise disadvantageous to the payment of Issuer or such Lender, as the case may be, in any tax on respect. In the event that the Issuer or measured by the net income of any Lender pursuant to the laws of the jurisdiction where an office of such Lender making any loan hereunder is located determines that it received a refund or does business, and (ii) the foregoing obligation to gross up the payments to any Lender so as not to deduct or offset any withholding credit for taxes or Taxes paid or payable by the Borrower with respect to any payments to such Lender shall not apply (x) to any payment to any Lender which is a “foreign corporation, partnership or trust” within the meaning of the Code if such Lender is not, on the date hereof (or on the date it becomes a Lender under this Agreement pursuant Section, the Issuer or such Lender, as the case may be, shall promptly notify the Administrative Agent and the Borrower of such fact and shall remit to the assignment terms Borrower the amount of this Agreement), such refund or on any date hereafter that it is a Lender under this Agreement, entitled credit applicable to submit either a Form W-8BEN or any successor form thereto (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received the payments made by it hereunder the Borrower in respect of the Loans) Issuer or Form W-8ECI or any successor form thereto (relating to all interest to be received by such Lender hereunder in respect of Lender, as the Loans) of the U.S. Department of Treasurycase may be, or (y) to any item referred to in the preceding sentence that would not have been imposed but for the failure by such Lender to comply with any applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections of such Lender with the United States if such compliance is required by statute or regulation of the United States as a precondition to relief or exemption from such itemunder this Section.

Taxes; Net Payments. (a) All payments made by the Borrower hereunder and under the Revolving Note and the Term Note to the Agent or any Lender Loan Documents shall be made free and clear of, and without set-off reduction for or counterclaim and in on account of, any taxes required by law to be withheld from any amounts payable under the Loan Documents. In the event that the Borrower is prohibited by law from making such payments free of deductions or withholdings, then the Borrower shall pay such additional amounts to the Administrative Agent, for the benefit of the Lenders, as may be necessary in order that all such payments, the actual amounts received by the Lenders in respect of interest and any other amounts payable under the Loan Documents after deduction or withholding for or on account (and after payment of any present or future taxes, levies, imposts, duties additional taxes or other charges due as a consequence of whatsoever nature imposed by the payment of such additional amounts) shall equal the amount that would have been received if such deduction or withholding were not required. In the event that any Governmental Authority such deduction or taxing authority thereof (collectivelywithholding can be reduced or nullified as a result of the application of any relevant double taxation convention, “Taxes”)the Lenders and the Administrative Agent will, shall not be less than at the amounts otherwise specified expense of the Borrower, cooperate with the Borrower in making application to be paid under this Agreement. The Borrower shall pay all Taxes when due and shall promptly send to the Lender original tax receipts or copies thereof certified by the relevant taxing authority together with authorities seeking to obtain such other documentary evidence reduction or nullification, provided that the Lenders and the Administrative Agent shall have no obligation to (i) engage in any litigation, hearing or proceeding with respect to such payments as may be required from time to time by the Agentthereto or (ii) disclose any tax return or other confidential information. If the Borrower fails to pay shall make any Taxes to the appropriate taxing authorities when due payment under this Section or fails to remit to the Agent shall make any deduction or Lender withholding from amounts paid under any such original tax receipts or certified copies thereof as aforesaid or other required documentary evidenceLoan Document, the Borrower shall indemnify the Agent or Lender within thirty (30) days of demand by the Lender or Agent for any taxes, interest or penalties that may become payable by the Agent or Lender as a result of such failure. Notwithstanding the foregoing, (i) the Borrower shall not be liable for the payment of any tax on or measured by the net income of any Lender pursuant forthwith forward to the laws Administrative Agent original or certified copies of official receipts or other evidence acceptable to the jurisdiction where an office of Administrative Agent establishing each such Lender making any loan hereunder is located payment, deduction or does businesswithholding, as the case may be, and (ii) the foregoing obligation Administrative Agent in turn shall distribute copies thereof to gross up the payments to any Lender so as not to deduct or offset any withholding taxes or Taxes paid or payable by the Borrower with respect to any payments to such Lender shall not apply (x) to each Lender. If any payment to any Lender under any Loan Document is or becomes subject to any withholding, such Lender shall (unless otherwise required by a Governmental Authority or as a result of any law, rule, regulation, order or similar directive applicable to such Lender) designate a different office or branch to which such payment is a “foreign corporationto be made from that initially selected thereby, partnership or trust” within the meaning of the Code if such designation would avoid such withholding and would not be otherwise disadvantageous to such Lender is notin any respect. In the event that any Lender determines that it received a refund or credit for taxes paid by the Borrower under this Section, on such Lender shall promptly notify the date hereof (Administrative Agent and the Borrower of such fact and shall remit to the Borrower the amount of such refund or on credit applicable to the date it becomes a payments made by the Borrower in respect of such Lender under this Agreement pursuant to the assignment terms of this Agreement), or on any date hereafter that it is a Lender under this Agreement, entitled to submit either a Form W-8BEN or any successor form thereto (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or Form W-8ECI or any successor form thereto (relating to all interest to be received by such Lender hereunder in respect of the Loans) of the U.S. Department of Treasury, or (y) to any item referred to in the preceding sentence that would not have been imposed but for the failure by such Lender to comply with any applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections of such Lender with the United States if such compliance is required by statute or regulation of the United States as a precondition to relief or exemption from such itemSection.

Taxes; Net Payments. All payments by Borrower hereunder and under the Revolving Note and the Term Note to the Agent or any Lender shall be made without set-off or counterclaim and in such amounts as may be necessary in order that all such payments, after deduction or withholding for or on account of any present or future taxes, levies, imposts, duties or other charges of whatsoever nature imposed by any Governmental Authority or taxing authority thereof (collectively, “"Taxes”"), shall not be less than the amounts otherwise specified to be paid under this Agreement. The Borrower shall pay all Taxes when due and shall promptly send to the Lender original tax receipts or copies thereof certified by the relevant taxing authority together with such other documentary evidence with respect to such payments as may be required from time to time by the Agent. If the Borrower fails to pay any Taxes to the appropriate taxing authorities when due or fails to remit to the Agent or Lender any such original tax receipts or certified copies thereof as aforesaid or other required documentary evidence, the Borrower shall indemnify the Agent or Lender within thirty (30) days of demand by the Lender or Agent for any taxes, interest or penalties that may become payable by the Agent or Lender as a result of such failure. Notwithstanding the foregoing, (i) the Borrower shall not be liable for the payment of any tax on or measured by the net income of any Lender pursuant to the laws of the jurisdiction where an office of such Lender making any loan hereunder is located or does business, and (ii) the foregoing obligation to gross up the payments to any Lender so as not to deduct or offset any withholding taxes or Taxes paid or payable by the Borrower with respect to any payments to such Lender shall not apply (x) to any payment to any Lender which is a “"foreign corporation, partnership or trust” " within the meaning of the Code if such Lender is not, on the date hereof (or on the date it becomes a Lender under this Agreement pursuant to the assignment terms of this Agreement), or on any date hereafter that it is a Lender under this Agreement, entitled to submit either a Form W-8BEN or any successor form thereto (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or Form W-8ECI or any successor form thereto (relating to all interest to be received by such Lender hereunder in respect of the Loans) of the U.S. Department of Treasury, or (y) to any item referred to in the preceding sentence that would not have been imposed but for the failure by such Lender to comply with any applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections of such Lender with the United States if such compliance is required by statute or regulation of the United States as a precondition to relief or exemption from such item.

Taxes; Net Payments. All payments by Borrower hereunder and under the any Revolving Note and the Term Note to the Agent or any Lender shall be made without set-off or counterclaim and in such amounts as may be necessary in order that all such payments, after deduction or withholding for or on account of any present or future taxes, levies, imposts, duties or other charges of whatsoever nature imposed by any Governmental Authority or taxing authority thereof (collectively, “Taxes”), shall not be less than the amounts otherwise specified to be paid under this Agreement. The Borrower shall pay all Taxes when due and shall promptly send to the Lender original tax receipts or copies thereof certified by the relevant taxing authority together with such other documentary evidence with respect to such payments as may be required from time to time by the Agent. If the Borrower fails to pay any Taxes to the appropriate taxing authorities when due or fails to remit to the Agent or Lender any such original tax receipts or certified copies thereof as aforesaid or other required documentary evidence, the Borrower shall indemnify the Agent or Lender within thirty (30) days of demand by the Lender or Agent for any taxes, interest or penalties that may become payable by the Agent or Lender as a result of such failure. Notwithstanding the foregoing, (i) the Borrower shall not be liable for the payment of any tax on or measured by the net income of any Lender pursuant to the laws of the jurisdiction where an office of such Lender making any loan hereunder is located or does business, and (ii) the foregoing obligation to gross up the payments to any Lender so as not to deduct or offset any withholding taxes or Taxes paid or payable by the Borrower with respect to any payments to such Lender shall not apply (x) to any payment to any Lender which is a “foreign corporation, partnership or trust” within the meaning of the Code if such Lender is not, on the date hereof (or on the date it becomes a Lender under this Agreement pursuant to the assignment terms of this Agreement), or on any date hereafter that it is a Lender under this Agreement, entitled to submit either a Form W-8BEN or any successor form thereto (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or Form W-8ECI or any successor form thereto (relating to all interest to be received by such Lender hereunder in respect of the Loans) of the U.S. Department of Treasury, or (y) to any item referred to in the preceding sentence that would not have been imposed but for the failure by such Lender to comply with any applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections of such Lender with the United States if such compliance is required by statute or regulation of the United States as a precondition to relief or exemption from such itemitem or (z) to any taxes imposed pursuant to FATCA.

Taxes; Net Payments. (a) All payments made by the Borrower hereunder and under the Revolving Note and the Term Note to the Agent or any Lender Loan Documents shall be made free and clear of, and without set-off reduction for or counterclaim and on account of, any Included Taxes required by law to be withheld from any amounts payable under the Loan Documents. In the event that the Borrower is prohibited by law from making payments under the Loan Documents free of deductions or withholdings in respect of Included Taxes, then the Borrower shall pay such additional amounts to the Administrative Agent, for the benefit of the Indemnified Tax Persons, as may be necessary in order that all such payments, the actual amounts received by each Indemnified Tax Person in respect of interest and any other amount payable under the Loan Documents after deduction or withholding for or on account (and after payment of any present or future taxes, levies, imposts, duties additional taxes or other charges due as a consequence of whatsoever nature imposed by the payment of such additional amounts) shall equal the amount that would have been received if such deduction or withholding were not required. In the event that any Governmental Authority such deduction or taxing authority thereof withholding with respect to Included Taxes can be reduced or nullified as a result of the application of any relevant double taxation convention, the relevant Indemnified Tax Person will cooperate with the Borrower (collectively, “Taxes”), shall not be less than at the amounts otherwise specified sole expense of the Borrower) in making application to be paid under this Agreement. The Borrower shall pay all Taxes when due and shall promptly send to the Lender original tax receipts or copies thereof certified by the relevant taxing authority together with authorities to seek to obtain such other documentary evidence reduction or nullification, so long as it would not be disadvantageous to such Indemnified Tax Person, provided, however, that no Indemnified Tax Person shall have any obligation to engage in litigation with respect to such payments as may be required from time to time by the Agentthereto. If the Borrower fails to pay shall make any Taxes payments under this Section 3.10 or shall make any deductions or withholdings from amounts paid in accordance with this Section 3.10, the Borrower shall, as promptly as practicable thereafter, forward to the appropriate taxing authorities when due or fails to remit to the Administrative Agent or Lender any such original tax receipts or certified copies thereof as aforesaid of official receipts or other evidence acceptable to the Administrative Agent establishing such payment and the Administrative Agent in turn shall distribute copies of such receipts to each Indemnified Tax Person. If payments under the Loan Documents to any Indemnified Tax Person are or become subject to any withholding, such Indemnified Tax Person shall (unless otherwise required documentary evidence, the Borrower shall indemnify the Agent by a Governmental Authority or Lender within thirty (30) days of demand by the Lender or Agent for any taxes, interest or penalties that may become payable by the Agent or Lender as a result of any treaty, convention, law, rule, regulation, order or similar directive applicable to such failure. Notwithstanding Indemnified Tax Person) use its best efforts to designate a different office or branch to which payments are to be made under the foregoingLoan Documents from that initially selected thereby, (i) the Borrower shall if such designation would avoid or mitigate such withholding and would not be liable disadvantageous to such Indemnified Tax Person. In the event that any Indemnified Tax Person shall have determined that it received a refund or credit for the payment of any tax on or measured by the net income of any Lender pursuant to the laws of the jurisdiction where an office of such Lender making any loan hereunder is located or does business, and (ii) the foregoing obligation to gross up the payments to any Lender so as not to deduct or offset any withholding taxes or Included Taxes paid or payable by the Borrower with respect to any payments to such Lender shall not apply (x) to any payment to any Lender which is a “foreign corporation, partnership or trust” within the meaning of the Code if such Lender is not, on the date hereof (or on the date it becomes a Lender under this Agreement pursuant Section 3.10, such Indemnified Tax Person shall promptly notify the Administrative Agent and the Borrower of such fact and shall remit to the assignment terms Borrower the amount of this Agreement), such refund or on any date hereafter that it is a Lender under this Agreement, entitled credit applicable to submit either a Form W-8BEN or any successor form thereto (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received the payments made by it hereunder the Borrower in respect of the Loans) or Form W-8ECI or any successor form thereto (relating to all interest to be received by such Lender hereunder in respect of the Loans) of the U.S. Department of Treasury, or (y) to any item referred to in the preceding sentence that would not have been imposed but for the failure by such Lender to comply with any applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections of such Lender with the United States if such compliance is required by statute or regulation of the United States as a precondition to relief or exemption from such itemIndemnified Tax Person under this Section 3.10.

Taxes; Net Payments. (a) All payments made by the Borrower hereunder and under the Revolving Note and the Term Note to the Agent or any Lender Loan Documents shall be made free and clear of, and without set-off reduction for or counterclaim and in on account of, any taxes required by law to be withheld from any amounts payable under the Loan Documents. In the event that the Borrower is prohibited by law from making such payments free of deductions or withholdings, then the Borrower shall pay such additional amounts to the Administrative Agent, for the benefit of the Lenders, as may be necessary in order that all such payments, the actual amounts received by the Lenders in respect of interest and any other amounts payable under the Loan Documents after deduction or withholding for or on account (and after payment of any present or future taxes, levies, imposts, duties additional taxes or other charges due as a consequence of whatsoever nature imposed by the payment of such additional amounts) shall equal the amount that would have been received if such deduction or withholding were not required. In the event that any Governmental Authority such deduction or taxing authority thereof (collectivelywithholding can be reduced or nullified as a result of the application of any relevant double taxation convention, “Taxes”)the Lenders and the Administrative Agent will, shall not be less than at the amounts otherwise specified expense of the Borrower, cooperate with the Borrower in making application to be paid under this Agreement. The Borrower shall pay all Taxes when due and shall promptly send to the Lender original tax receipts or copies thereof certified by the relevant taxing authority together with authorities seeking to obtain such other documentary evidence reduction or nullification, PROVIDED that the Lenders and the Administrative Agent shall have no obligation to (i) engage in any litigation, hearing or proceeding with respect to such payments as may be required from time to time by the Agentthereto or (ii) disclose any tax return or other confidential information. If the Borrower fails to pay shall make any Taxes to the appropriate taxing authorities when due payment under this Section or fails to remit to the Agent shall make any deduction or Lender withholding from amounts paid under any such original tax receipts or certified copies thereof as aforesaid or other required documentary evidenceLoan Document, the Borrower shall indemnify the Agent or Lender within thirty (30) days of demand by the Lender or Agent for any taxes, interest or penalties that may become payable by the Agent or Lender as a result of such failure. Notwithstanding the foregoing, (i) the Borrower shall not be liable for the payment of any tax on or measured by the net income of any Lender pursuant forthwith forward to the laws Administrative Agent original or certified copies of official receipts or other evidence acceptable to the jurisdiction where an office of Administrative Agent establishing each such Lender making any loan hereunder is located payment, deduction or does businesswithholding, as the case may be, and (ii) the foregoing obligation Administrative Agent in turn shall distribute copies thereof to gross up the payments to any Lender so as not to deduct or offset any withholding taxes or Taxes paid or payable by the Borrower with respect to any payments to such Lender shall not apply (x) to each Lender. If any payment to any Lender under any Loan Document is or becomes subject to any withholding, such Lender shall (unless otherwise required by a Governmental Authority or as a result of any law, rule, regulation, order or similar directive applicable to such Lender) designate a different office or branch to which such payment is a “foreign corporationto be made from that initially selected thereby, partnership or trust” within the meaning of the Code if such designation would avoid such withholding and would not be otherwise disadvantageous to such Lender is notin any respect. In the event that any Lender determines that it received a refund or credit for taxes paid by the Borrower under this Section, on such Lender shall promptly notify the date hereof (Administrative Agent and the Borrower of such fact and shall remit to the Borrower the amount of such refund or on credit applicable to the date it becomes a payments made by the Borrower in respect of such Lender under this Agreement pursuant to the assignment terms of this Agreement), or on any date hereafter that it is a Lender under this Agreement, entitled to submit either a Form W-8BEN or any successor form thereto (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or Form W-8ECI or any successor form thereto (relating to all interest to be received by such Lender hereunder in respect of the Loans) of the U.S. Department of Treasury, or (y) to any item referred to in the preceding sentence that would not have been imposed but for the failure by such Lender to comply with any applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections of such Lender with the United States if such compliance is required by statute or regulation of the United States as a precondition to relief or exemption from such itemSection.

Taxes; Net Payments. (a) All payments made by the Borrower hereunder and under the Revolving Note and the Term Note to the Agent or any Lender Loan Documents shall be made free and clear of, and without set-off reduction for or counterclaim and on account of, any Included Taxes required by law to be withheld from any amounts payable under the Loan Documents. In the event that the Borrower is prohibited by law from making payments under the Loan Documents free of deductions or withholdings in respect of Included Taxes, then the Borrower, without duplication of other payments hereunder, shall pay such additional amounts to the Administrative Agent, for the benefit of the Credit Parties, as may be necessary in order that all such payments, the actual amounts received by each Credit Party in respect of interest and any other amount payable under the Loan Documents after deduction or withholding for or on account (and after payment of any present or future taxes, levies, imposts, duties additional taxes or other charges due as a consequence of whatsoever nature imposed by the payment of such additional amounts) shall equal the amount that would have been received if such deduction or withholding were not required. In the event that any Governmental Authority such deduction or taxing authority thereof withholding with respect to Included Taxes can be reduced or nullified as a result of the application of any relevant double taxation convention, the relevant Credit Party will cooperate with the Borrower (collectively, “Taxes”), shall not be less than at the amounts otherwise specified sole expense of the Borrower) in making application to be paid under this Agreement. The Borrower shall pay all Taxes when due and shall promptly send to the Lender original tax receipts or copies thereof certified by the relevant taxing authority together with authorities to seek to obtain such other documentary evidence reduction or nullification, so long as it would not be disadvantageous to such Credit Party, provided, however, that no Credit Party shall have any obligation to engage in litigation with respect to such payments as may be required from time to time by the Agentthereto. If the Borrower fails to pay shall make any Taxes payments under this Section 3.10 or shall make any deductions or withholdings from amounts paid in accordance with this Section 3.10, the Borrower shall, as promptly as practicable thereafter, forward to the appropriate taxing authorities when due or fails to remit to the Administrative Agent or Lender any such original tax receipts or certified copies thereof as aforesaid of official receipts or other evidence acceptable to the Administrative Agent establishing such payment and the Administrative Agent in turn shall distribute copies of such receipts to each Credit Party. If payments under the Loan Documents to any Credit Party are or become subject to any withholding, such Credit Party shall (unless otherwise required documentary evidence, the Borrower shall indemnify the Agent by a Governmental Authority or Lender within thirty (30) days of demand by the Lender or Agent for any taxes, interest or penalties that may become payable by the Agent or Lender as a result of any treaty, convention, law, rule, regulation, order or similar directive applicable to such failure. Notwithstanding Credit Party) use its best efforts to designate a different office or branch to which payments are to be made under the foregoingLoan Documents from that initially selected thereby, (i) the Borrower shall if such designation would avoid or mitigate such withholding and would not be liable disadvantageous to such Credit Party. In the event that any Credit Party shall have determined that it received a refund or credit for the payment of any tax on or measured by the net income of any Lender pursuant to the laws of the jurisdiction where an office of such Lender making any loan hereunder is located or does business, and (ii) the foregoing obligation to gross up the payments to any Lender so as not to deduct or offset any withholding taxes or Included Taxes paid or payable by the Borrower with respect to any payments to such Lender shall not apply (x) to any payment to any Lender which is a “foreign corporation, partnership or trust” within the meaning of the Code if such Lender is not, on the date hereof (or on the date it becomes a Lender under this Agreement pursuant Section 3.10, such Credit Party shall promptly notify the Administrative Agent and the Borrower of such fact and shall remit to the assignment terms Borrower the amount of this Agreement), such refund or on any date hereafter that it is a Lender under this Agreement, entitled credit applicable to submit either a Form W-8BEN or any successor form thereto (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received the payments made by it hereunder the Borrower in respect of the Loans) or Form W-8ECI or any successor form thereto (relating to all interest to be received by such Lender hereunder in respect of the Loans) of the U.S. Department of Treasury, or (y) to any item referred to in the preceding sentence that would not have been imposed but for the failure by such Lender to comply with any applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections of such Lender with the United States if such compliance is required by statute or regulation of the United States as a precondition to relief or exemption from such itemCredit Party under this Section 3.10.

Taxes; Net Payments. All payments by Borrower hereunder and under the Revolving Note and the Term Note to the Agent or any Lender shall be made without set-off or counterclaim and in such amounts as may be necessary in order that all such payments, after deduction or withholding for or on account of any present or future taxes, levies, imposts, duties or other charges of whatsoever nature imposed by any Governmental Authority or taxing authority thereof (collectively, “"Taxes”"), shall not be less than the amounts otherwise specified to be paid under this Agreement. The Borrower shall pay all Taxes when due and shall promptly send to the Lender original tax receipts or copies thereof certified by the relevant taxing authority together with such other documentary evidence with respect to such payments as may be required from time to time by the Agent. If the Borrower fails to pay any Taxes to the appropriate taxing authorities when due or fails to remit to the Agent or Lender any such original tax receipts or certified copies thereof as aforesaid or other required documentary evidence, the Borrower shall indemnify the Agent or Lender within thirty (30) days of demand by the Lender or Agent for any taxes, interest or penalties that may become payable by the Agent or Lender as a result of such failure. Notwithstanding the foregoing, (i) the Borrower shall not be liable for the payment of any tax on or measured by the net income of any Lender pursuant to the laws of the jurisdiction where an office of such Lender making any loan hereunder is located or does business, and (ii) the foregoing obligation to gross up the payments to any Lender so as not to deduct or offset any withholding taxes or Taxes paid or payable by the Borrower with respect to any payments to such Lender shall not apply (x) to any payment to any Lender which is a “"foreign corporation, partnership or trust” " within the meaning of the Code if such Lender is not, on the date hereof (or on the date it becomes a Lender under this Agreement pursuant to the assignment terms of this Agreement), or on any date hereafter that it is a Lender under this Agreement, entitled to submit either a Form W-8BEN or any successor form thereto (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or Form W-8ECI or any successor form thereto (relating to all interest to be received by such Lender hereunder in respect of the Loans) of the U.S. Department of Treasury, or (y) to any item referred to in the preceding sentence that would not have been imposed but for the failure by such Lender to comply with any applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections of such Lender with the United States if such compliance is required by statute or regulation of the United States as a precondition to relief or exemption from such itemitem or (z) to any taxes imposed pursuant to FATCA.

Taxes; Net Payments. (a) All payments made by or on account of any obligation of the Borrower hereunder and under the Revolving Note and the Term Note to the Agent or any Lender Loan Documents shall be made free and clear of, and without set-off deduction or counterclaim withholding for or on account of, any Included Taxes except as required by 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 Included Tax, then the Borrower, without duplication of other payments hereunder, shall pay such additional amounts to the Administrative Agent, for the benefit of the Credit Parties, as may be necessary in order that all such payments, the actual amounts received by each Credit Party in respect of interest and any other amount payable under the Loan Documents after deduction or withholding for or on account (and after payment of any present or future taxes, levies, imposts, duties additional taxes or other charges due as a consequence of whatsoever nature imposed the payment of such additional amounts) shall equal the amount that would have been received if such deduction or withholding were not required. In the event that any such deduction or withholding with respect to Included Taxes can be reduced or nullified as a result of the application of any relevant double taxation convention, the relevant Credit Party will cooperate with the Borrower (at the sole expense of the Borrower) in making application to the relevant taxing authorities to seek to obtain such reduction or nullification, so long as it would not be disadvantageous to such Credit Party, provided, however, that no Credit Party shall have any obligation to engage in litigation with respect thereto. If the Borrower shall make any payments under this Section 3.10 or shall make any deductions or withholdings from amounts paid in accordance with this Section 3.10, the Borrower shall, as promptly as practicable thereafter, forward to the Administrative Agent original or certified copies of official receipts or other evidence acceptable to the Administrative Agent establishing such payment and the Administrative Agent in turn shall distribute copies of such receipts to each Credit Party. If payments under the Loan Documents to any Credit Party are or become subject to any withholding, such Credit Party shall (unless otherwise required by any a Governmental Authority or taxing authority thereof as a result of any treaty, convention, law, rule, regulation, order or similar directive applicable to such Credit Party) use its best efforts to designate a different office or branch to which payments are to be made under the Loan Documents from that initially selected thereby, if such designation would avoid or mitigate such withholding and would not be disadvantageous to such Credit Party. In the event that any Credit Party shall have determined that it received a refund for Included Taxes paid by the Borrower under this Section 3.10, such Credit Party shall promptly notify the Administrative Agent and the Borrower of such fact and shall remit to the Borrower the amount of such refund applicable to the payments made by the Borrower in respect of such Credit Party under this Section 3.10 (collectively, “Taxes”but only to the extent of indemnity payments made under this Section 3.10 with respect to the Taxes giving rise to such refund), shall not be less net of all third party out-of-pocket expenses (including Taxes) of such indemnified Credit Party and without interest (other than the amounts otherwise specified to be any interest paid under this Agreement. The Borrower shall pay all Taxes when due and shall promptly send to the Lender original tax receipts or copies thereof certified by the relevant taxing authority together with such other documentary evidence Governmental Authority with respect to such payments as may refund). Borrower, upon the request of such indemnified Credit Party, shall repay to such indemnified Credit Party the amount of such refund paid pursuant to this Section 3.10(a) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified Credit Party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 3.10(a), in no event will the indemnified Credit Party be required from time to time by the Agent. If the Borrower fails to pay any Taxes to the appropriate taxing authorities when due or fails to remit to the Agent or Lender any such original tax receipts or certified copies thereof as aforesaid refund or other required documentary evidence, the amount to Borrower shall indemnify the Agent or Lender within thirty (30) days of demand by the Lender or Agent for any taxes, interest or penalties that may become payable by the Agent or Lender as a result of such failure. Notwithstanding the foregoing, (ipursuant to this Section 3.10(a) the Borrower payment of which would place the indemnified Credit Party in a less favorable net after-Tax position than the indemnified Credit Party would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This Section 3.10(a) shall not be liable for the payment of construed to require any tax on Credit Party to make available its Tax returns (or measured by the net income of any Lender pursuant other information relating to its Taxes that it deems confidential) to the laws of the jurisdiction where an office of such Lender making any loan hereunder is located or does business, and (ii) the foregoing obligation to gross up the payments to any Lender so as not to deduct or offset any withholding taxes or Taxes paid or payable by the Borrower with respect to any payments to such Lender shall not apply (x) to any payment to any Lender which is a “foreign corporation, partnership or trust” within the meaning of the Code if such Lender is not, on the date hereof (or on the date it becomes a Lender under this Agreement pursuant to the assignment terms of this Agreement), or on any date hereafter that it is a Lender under this Agreement, entitled to submit either a Form W-8BEN or any successor form thereto (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or Form W-8ECI or any successor form thereto (relating to all interest to be received by such Lender hereunder in respect of the Loans) of the U.S. Department of Treasury, or (y) to any item referred to in the preceding sentence that would not have been imposed but for the failure by such Lender to comply with any applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections of such Lender with the United States if such compliance is required by statute or regulation of the United States as a precondition to relief or exemption from such itemPerson.

Taxes; Net Payments. All payments by Borrower hereunder and under the Revolving Note and the Term Note to the Agent or any Lender shall be made without set-off or counterclaim and in such amounts as may be necessary in order that all such payments, after deduction or withholding for or on account of any present or future taxes, levies, imposts, duties or other charges of whatsoever nature imposed by any Governmental Authority or taxing authority thereof (collectively, “"Taxes”"), shall not be less than the amounts otherwise specified to be paid under this Agreement. The Borrower shall pay all Taxes when due and shall promptly send to the Lender original tax receipts or copies thereof certified by the relevant taxing authority together with such other documentary evidence with respect to such payments as may be required from time to time by the Agent. If the Borrower fails to pay any Taxes to the appropriate taxing authorities when due or fails to remit to the Agent or Lender any such original tax receipts or certified copies thereof as aforesaid or other required documentary evidence, the Borrower shall indemnify the Agent or Lender within thirty (30) days of demand by the Lender or Agent for any taxes, interest or penalties that may become payable by the Agent or Lender as a result of such failure. Notwithstanding the foregoing, (i) the Borrower shall not be liable for the payment of any tax on or measured by the net income of any Lender pursuant to the laws of the jurisdiction where an office of such Lender making any loan hereunder is located or does business, and (ii) the foregoing obligation to gross up the payments to any Lender so as not to deduct or offset any withholding taxes or Taxes paid or payable by the Borrower with respect to any payments to such Lender shall not apply (x) to any payment to any Lender which is a “"foreign corporation, partnership or trust” " within the meaning of the Code if such Lender is not, on the date hereof (or on the date it becomes a Lender under this Agreement pursuant to the assignment terms of this Agreement), or on any date hereafter that it is a Lender under this Agreement, entitled to submit either a Form W-8BEN or any successor form thereto (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or Form W-8ECI or any successor form thereto (relating to all interest to be received by such Lender hereunder in respect of the Loans) of the U.S. Department of Treasury, or (y) to any item referred to in the preceding sentence that would not have been imposed but for the failure by such Lender to comply with any applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or 24 connections of such Lender with the United States if such compliance is required by statute or regulation of the United States as a precondition to relief or exemption from such itemitem or (z) to any taxes imposed pursuant to FATCA.

Taxes; Net Payments. All payments by Borrower hereunder and under the Revolving Note and the Term Note to the Agent or any Lender shall be made without set-off or counterclaim and in such amounts as may be necessary in order that all such payments, after deduction or withholding for or on account of any present or future taxes, levies, imposts, duties or other charges of whatsoever nature imposed by any Governmental Authority or taxing authority thereof (collectively, “"Taxes”"), shall not be less than the amounts otherwise specified to be paid under this Agreement. The Borrower shall pay all Taxes when due and shall promptly send to the Lender original tax receipts or copies thereof certified by the relevant taxing authority together with such other documentary evidence with respect to such payments as may be required from time to time by the Agent. If the Borrower fails to pay any Taxes to the appropriate taxing authorities when due or fails to remit to the Agent or Lender any such original tax receipts or certified copies thereof as aforesaid or other required documentary evidence, the Borrower shall indemnify the Agent or Lender within thirty (30) days of demand by the Lender or Agent for any taxes, interest or penalties that may become payable by the Agent or Lender as a result of such failure. Notwithstanding the foregoing, (i) the Borrower shall not be liable for the payment of any tax on or measured by the net income of any Lender pursuant to the laws of the jurisdiction where an office of such Lender making any loan hereunder is located or does business, and (ii) the foregoing obligation to gross up the payments to any Lender so as not to deduct or offset any withholding taxes or Taxes paid or payable by the Borrower with respect to any payments to such Lender shall not apply (x) to any payment to any Lender which is a “"foreign corporation, partnership or trust” " within the meaning of the Code if such Lender is not, on the date hereof (or on the date it becomes a Lender under this Agreement pursuant to the assignment terms of this Agreement), or on any date hereafter that it is a Lender under this Agreement, entitled to submit either a Form W-8BEN 1001 or any successor form thereto (relating to such Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or Form W-8ECI 4224 or any successor form thereto (relating to all interest to be received by such Lender hereunder in respect of the Loans) of the U.S. Department of Treasury, or (y) to any item referred to in the preceding sentence that would not have been imposed but for the failure by such Lender to comply with any applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections of such Lender with the United States if such compliance is required by statute or regulation of the United States as a precondition to relief or exemption from such item.