Common use of Taxes Payable by the Borrower Clause in Contracts

Taxes Payable by the Borrower. If under Applicable Law any Tax is required to be withheld or deducted by the Borrower from, or is otherwise payable by the Borrower in connection with, any payment to the Administrative Agent or any Lender under the Loan Documents, excluding, in the case of the Administrative Agent and any such Lender, Taxes imposed on or measured by its net income and franchise Taxes imposed on it (in lieu of net income Taxes), the Borrower (i) shall (A) if so required, withhold or deduct the amount of such Tax from such payment and, in any case, pay such Tax to the appropriate taxing authority in accordance with Applicable Law and (B) indemnify the Administrative Agent and such Lender in accordance with the provisions of Section 8.02(d) against Borrower’s failure so to do and (ii) shall, subject to Section 1.06(b), pay to the Administrative Agent or such Lender, as applicable, (A) such additional amounts as may be necessary so that the net amount received by the Administrative Agent or such Lender with respect to such payment, after withholding or deducting all Taxes required to be withheld or deducted by the Borrower, is equal to the full amount payable under the Loan Documents and (B) an amount equal to all Taxes payable by the Administrative Agent or such Lender as a result of payments made by the Borrower (whether to a taxing authority or to the Administrative Agent or such Lender) pursuant to this Section 1.06(a). If any Tax is withheld or deducted by the Borrower from, or is otherwise payable by the Borrower in connection with, any payment payable to the Administrative Agent or any Lender under the Loan Documents, the Borrower shall, as soon as possible after the date of such payment, furnish to the Administrative Agent or such Lender, as applicable, the original or a certified copy of a receipt for such Tax from the applicable taxing authority. If any payment due to the Administrative Agent or any Lender under the Loan Documents is or is expected to be made without withholding or deducting therefrom, or otherwise paying in connection therewith, any Tax payable by the Borrower to any taxing authority, the Borrower shall, within 30 days after any request from the Administrative Agent or such Lender, as applicable, furnish to the Administrative Agent or such Lender a certificate from such taxing authority, or an opinion of counsel acceptable to the Administrative Agent or such Lender, in either case stating that no Tax payable to such taxing authority was or is, as the case may be, required to be withheld or deducted from, or otherwise paid by the Borrower in connection with, such payment.

Taxes Payable by the Borrower. If under Applicable Law any Tax is required to be withheld or deducted by the Borrower from, or is otherwise payable by the Borrower in connection with, any payment to the Administrative Agent or any Lender under the Loan Documents, excluding, in the case of the Administrative Agent and any such Lender, Taxes imposed on or measured by its net income and franchise Taxes imposed on it (in lieu of net income Taxes), the Borrower (iA) shall (A) 1), if so required, withhold or deduct the amount of such Tax from such payment and, in any case, pay such Tax to the appropriate taxing authority in accordance with Applicable Law and (B2) indemnify the Administrative Agent and such Lender in accordance with the provisions of Section 8.02(d9.02(c) against Borrower’s its failure so to do and (iiB) shall, subject to Section 1.06(b1.13(a)(iii), pay to the Administrative Agent or such Lender, as applicable, (A) such additional amounts as may be necessary so that the net amount received by the Administrative Agent or such Lender with respect to such payment, after withholding or deducting all Taxes required to be withheld or deducted by the Borrower, is equal to the full amount payable under the Loan Documents and (B) an amount equal to all Taxes payable by the Administrative Agent or such Lender as a result of payments made by the Borrower (whether to a taxing authority or to the Administrative Agent or such Lender) pursuant to this Section 1.06(a)Documents. If any Tax is withheld or deducted by the Borrower from, or is otherwise payable by the Borrower in connection with, any payment payable to the Administrative Agent or any Lender under the Loan Documents, the Borrower shall, as soon as possible after the date of such payment, furnish to the Administrative Agent or such Lender, as applicable, the original or a certified copy of a receipt for such Tax from the applicable taxing authority. If Except for any payment then exempt from withholding pursuant to (aa) a tax treaty, (bb) an exemption from withholding resulting from a Lender's status as a United States Person or (cc) an exemption from withholding resulting from a Lender being considered to have received "effectively connected" income pursuant to Code section 882, if any payment due to the Administrative Agent or any Lender under the Loan Documents is or is expected to be made without withholding or deducting therefrom, or otherwise paying in connection therewith, any Tax payable by the Borrower to any taxing authority, the Borrower shall, within 30 days after any request from the Administrative Agent or such Lender, as applicable, furnish to the Administrative Agent or such Lender a certificate from such taxing authority, or an opinion of counsel acceptable to the Administrative Agent or such Lender, in either case stating that no Tax payable to such taxing authority was or is, as the case may be, required to be withheld or deducted from, or otherwise paid by the Borrower in connection with, such payment.

Taxes Payable by the Borrower. If under Applicable Law any Tax is required to be withheld or deducted by the Borrower from, or is otherwise payable by the Borrower in connection with, any payment due to the Administrative Agent or any Lender under the Loan Documents, excluding, that is not a "United States Person" (as such term is defined in the case Section 7701(a)(30) of the Administrative Agent and any such Lender, Taxes imposed on or measured by its net income and franchise Taxes imposed on it (in lieu of net income TaxesCode), the Borrower (i) shall (A) shall, if so required, withhold or deduct the amount of such Tax from such payment and, in any case, pay such Tax to the appropriate taxing authority in accordance with Applicable applicable Law and (B) indemnify the Administrative Agent and such Lender in accordance with the provisions of Section 8.02(d) against Borrower’s failure so to do and (ii) shallexcept in the case of any Bank Tax, subject to Section 1.06(b), shall pay to such Lender or the Administrative Agent or such Lender, as applicable, (A) such additional amounts as may be necessary so that the net amount received by the Administrative Agent or such Lender Person with respect to such payment, after withholding or deducting all Taxes required to be withheld or deducted by the Borrower(including Taxes on additional amounts payable under this paragraph (a)), is equal to the full amount payable under the Loan Documents and (B) an amount equal to all Taxes payable by the Administrative Agent or such Lender as a result of payments made by the Borrower (whether to a taxing authority or to the Administrative Agent or such Lender) pursuant to this Section 1.06(a)hereunder. If any Tax is withheld or deducted by the Borrower from, or is otherwise payable by the Borrower in connection with, any payment payable due to any Lender or the Administrative Agent or any Lender under the Loan Documentshereunder, the Borrower shall, as soon as possible after the date of such payment, shall furnish to the Administrative Agent or such Lender, as applicable, Person the original or a certified copy of a receipt (if any) for such Tax from the applicable taxing authority. If any authority or other evidence of payment due thereof satisfactory to the Administrative Agent or any Lender under the Loan Documents is or is expected to be made without withholding or deducting therefrom, or otherwise paying in connection therewith, any Tax payable by the Borrower to any taxing authority, the Borrower shall, such Person within 30 days after the date of such payment (or, if such receipt shall not have been made available by such taxing authority within such time, the Borrower shall use reasonable efforts to promptly obtain and furnish such receipt). If the Borrower fails to pay any request from such Taxes when due to the appropriate taxing authority or fail to remit to any Lender or the Administrative Agent the required receipts or such Lender, as applicable, furnish to the Administrative Agent or such Lender a certificate from such taxing authority, or an opinion other evidence of counsel acceptable to the Administrative Agent or such Lender, in either case stating that no Tax payable payment thereof satisfactory to such taxing authority was or isPerson, as the case may be, required to be withheld or deducted from, or otherwise paid by the Borrower in connection withshall indemnify such Person for any Taxes, interest, penalties or additions to Tax that may become payable by such paymentPerson as a result of any such failure.

Taxes Payable by the Borrower. If under Applicable Law any Tax is required to be withheld or deducted by the Borrower from, or is otherwise payable by the Borrower in connection with, any payment due to the any Bank or any Administrative Agent or any Lender under the Loan Documents, excluding, appointed in the case accordance with Section 8.08 that is not a "UNITED STATES PERSON" (as such term is defined in Section 7701(a)(30) of the Administrative Agent and any such Lender, Taxes imposed on or measured by its net income and franchise Taxes imposed on it (in lieu of net income Taxes)Code) hereunder, the Borrower (i) shall (A) shall, if so required, withhold or deduct the amount of such Tax from such payment and, in any case, pay such Tax to the appropriate taxing authority in accordance with Applicable Law and (Bii) indemnify except in the case of any Bank Tax, shall pay to such Bank or Administrative Agent and such Lender in accordance with the provisions of Section 8.02(d) against Borrower’s failure so to do and (ii) shall, subject to Section 1.06(b), pay to the Administrative Agent or such Lender, as applicable, (A) such additional amounts as may be necessary so that the net amount received by the such Bank or Administrative Agent or such Lender with respect to such payment, after withholding or deducting all Taxes required to be withheld or deducted by the Borrowerdeducted, is equal to the full amount payable under the Loan Documents and (B) an amount equal to all Taxes payable by the Administrative Agent or such Lender as a result of payments made by the Borrower (whether to a taxing authority or to the Administrative Agent or such Lender) pursuant to this Section 1.06(a)hereunder. If any Tax is withheld or deducted by the Borrower from, or is otherwise payable by the Borrower in connection with, any payment payable due to the any such Bank or Administrative Agent or any Lender under the Loan Documentshereunder, the Borrower shall, as soon as possible after the date of such payment, shall furnish to the such Bank or Administrative Agent or such Lender, as applicable, the original or a certified copy of a receipt for such Tax from the applicable taxing authority. If any payment due to the Administrative Agent or any Lender under the Loan Documents is or is expected to be made without withholding or deducting therefrom, or otherwise paying in connection therewith, any Tax payable by the Borrower to any taxing authority, the Borrower shall, authority within 30 days after any request from the Administrative Agent or date of such Lenderpayment (or, as applicable, furnish to the Administrative Agent or if such Lender a certificate from such taxing authority, or an opinion of counsel acceptable to the Administrative Agent or such Lender, in either case stating that no Tax payable to receipt shall not have been made available by such taxing authority was or iswithin such time, as the case may be, required to be withheld or deducted from, or otherwise paid by the Borrower in connection withshall use reasonable efforts to promptly obtain and furnish such receipt). If the Borrower fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to any such Bank or Administrative Agent the required receipts, the Borrower shall indemnify such paymentBank or Administrative Agent for any Taxes, interest, penalties or additions to Tax that may become payable by such Bank or Administrative Agent as a result of any such failure.

Taxes Payable by the Borrower. If under Applicable Law any Tax is required to be withheld or deducted by the Borrower from, or is otherwise payable by the Borrower in connection with, any payment to the Administrative Agent or any Lender under the Loan Documents, excluding, in the case of the Administrative Agent and any such Lender, Taxes imposed on or measured by its net income and franchise Taxes imposed on it (in lieu of net income Taxes), the Borrower (i) shall (A) if so required, withhold or deduct the amount of such Tax from such payment and, in any case, pay such Tax to the appropriate taxing authority in accordance with Applicable Law and (B) indemnify the Administrative Agent and such Lender in accordance with the provisions of Section 8.02(d) against Borrower’s failure so to do and (ii) shall, subject to Section 1.06(b), pay to the Administrative Agent or such Lender, as applicable, (A) such additional amounts as may be necessary so that the net amount received by the Administrative Agent or such Lender with respect to such payment, after withholding or deducting all Taxes required to be withheld or deducted by the Borrower, is equal to the full amount payable under the Loan Documents and (B) an amount equal to all Taxes payable by the Administrative Agent or such Lender as a result of payments made by the Borrower (whether to a taxing authority or to the Administrative Agent or such Lender) pursuant to this Section 1.06(a). If any Tax is withheld or deducted by the Borrower from, or is otherwise payable by the Borrower in connection with, any payment payable to the Administrative Agent or any Lender under the Loan Documents, the Borrower shall, as soon as possible after the date of such payment, furnish to the Administrative Agent or such Lender, as applicable, the original or a certified copy of a receipt for such Tax from the applicable taxing authority. If any payment due to the Administrative Agent or any Lender under the Loan Documents is or is expected to be made without withholding or deducting therefrom, or otherwise paying in connection therewith, any Tax payable by the Borrower to any taxing authority, the Borrower shall, within 30 days after any request from the Administrative Agent or such Lender, as applicable, furnish to the Administrative Agent or such Lender a certificate from such taxing authority, or an opinion of counsel acceptable to the Administrative Agent or such Lender, in either case stating that no Tax payable to such taxing authority was or is, as the case may be, required to be withheld or deducted from, or otherwise paid by the Borrower in connection with, such payment.. (b)

Taxes Payable by the Borrower. If under Applicable Law any Tax is required to be withheld or deducted by the Borrower from, or is otherwise payable by the Borrower in connection with, any payment due hereunder to the Administrative Agent or any Lender under or the Loan Documents, excluding, Agent that is not a "United States Person" (as such term is defined in the case Section 7701(a)(30) of the Administrative Agent and any such Lender, Taxes imposed on or measured by its net income and franchise Taxes imposed on it (in lieu of net income Taxes), Code) the Borrower (i) shall (A) shall, if so required, withhold or deduct the amount of such Tax from such payment and, in any case, pay such Tax to the appropriate taxing authority in accordance with Applicable Law and (B) indemnify the Administrative Agent and such Lender in accordance with the provisions of Section 8.02(d) against Borrower’s failure so to do applicable law and (ii) shallexcept in the case of any Bank Tax, subject to Section 1.06(b), shall pay to such Lender or the Administrative Agent or such Lender, as applicable, (A) such additional amounts as may be necessary so that the net amount received by the Administrative Agent or such Lender or the Agent with respect to such payment, after withholding or deducting all Taxes (other than Bank Taxes) required to be withheld or deducted by the Borrowerdeducted, is equal to the full amount payable under the Loan Documents and (B) an amount equal to all Taxes payable by the Administrative Agent or such Lender as a result of payments made by the Borrower (whether to a taxing authority or to the Administrative Agent or such Lender) pursuant to this Section 1.06(a)hereunder. If any Tax is withheld or deducted by the Borrower from, or is otherwise payable by the Borrower in connection with, any payment payable due to any such Lender or the Administrative Agent or any Lender under the Loan Documentshereunder, the Borrower shall, as soon as possible after the date of such payment, shall furnish to such Lender or the Administrative Agent or such Lender, as applicable, the original or a certified copy of a receipt for such Tax from the applicable taxing authority. If any payment due to the Administrative Agent or any Lender under the Loan Documents is or is expected to be made without withholding or deducting therefrom, or otherwise paying in connection therewith, any Tax payable by the Borrower to any taxing authority, the Borrower shall, authority within 30 days after any request from the Administrative Agent or date of such Lenderpayment (or, as applicable, furnish to the Administrative Agent or if such Lender a certificate from such taxing authority, or an opinion of counsel acceptable to the Administrative Agent or such Lender, in either case stating that no Tax payable to receipt shall not have been made available by such taxing authority was or iswithin such time, as the case may be, required to be withheld or deducted from, or otherwise paid by the Borrower in connection withshall use reasonable efforts to promptly obtain and furnish such receipt). If the Borrower fails to pay any Taxes, other than Bank Taxes, when due to the appropriate taxing authority or fails to remit to any such paymentLender or the Agent the required receipts, the Borrower shall indemnify such Lender or the Agent for any such Taxes, interest, penalties or additions to such Tax that may become payable by such Lender or the Agent as a result of any such failure.

Taxes Payable by the Borrower. If under Applicable Law any Tax is required to be withheld or deducted by the Borrower from, or is otherwise payable by the Borrower in connection with, any payment to the Administrative Agent Agent, the Issuing Bank or any Lender Bank under the Loan Documents, excluding, in the case of the Administrative Agent and any such Lender, Taxes imposed on or measured by its net income and franchise Taxes imposed on it (in lieu of net income Taxes), the Borrower (i) shall (A) shall, if so required, withhold or deduct the amount of such Tax from such payment and, in any case, pay such Tax to the appropriate taxing authority in accordance with Applicable Law and (B) indemnify the Administrative Agent and such Lender in accordance with the provisions of Section 8.02(d) against Borrower’s failure so to do and (ii) shall, subject to Section 1.06(b), shall pay to the Administrative Agent or such LenderBank, as applicable, (A) such additional amounts as may be necessary so that the net amount received by the Administrative Agent or such Lender Bank with respect to such payment, after withholding or deducting all Taxes required to be withheld or deducted by the Borrowerdeducted, is equal to the full amount payable under the Loan Documents and (B) an amount equal to all Taxes payable by the Administrative Agent or such Lender as a result of payments made by the Borrower (whether to a taxing authority or to the Administrative Agent or such Lender) pursuant to this Section 1.06(a)Documents. If any Tax is withheld or deducted by the Borrower from, or is otherwise payable by the Borrower in connection with, any payment payable to the Administrative Agent Agent, the Issuing Bank or any Lender Bank under the Loan Documents, the Borrower shall, as soon as possible after the date of such payment, furnish to the Administrative Agent or such LenderBank, as applicable, the original or a certified copy of a receipt for such Tax from the applicable taxing authority. If any payment due to the Administrative Agent Agent, the Issuing Bank or any Lender Bank under the Loan Documents is or is expected to be made without withholding or deducting therefrom, or otherwise paying in connection therewith, any Tax payable by the Borrower to any taxing authority, the Borrower shall, within 30 days after any request from the Administrative Agent Agent, the Issuing Bank or such LenderBank, as applicable, furnish to the Administrative Agent Agent, the Issuing Bank or such Lender Bank a certificate from such taxing authority, or an opinion of counsel acceptable to the Administrative Agent Agent, the Issuing Bank or such LenderBank, in either case stating that no Tax payable to such taxing authority was or is, as the case may be, required to be withheld or deducted from, or otherwise paid by the Borrower in connection with, such payment.

Taxes Payable by the Borrower. (i) If under Applicable Law any Tax is required to be withheld or deducted by the Borrower from, or is otherwise payable by the Borrower in connection with, any payment to the Administrative Agent Agent, any Issuing Bank or any Lender under the Loan Documents, excluding, in the case of the Administrative Agent and any such Lender, Taxes imposed on or measured by its net income and franchise Taxes imposed on it (in lieu of net income Taxes), the Borrower (iA) shall (A) 1), if so required, withhold or deduct the amount of such Tax from such payment and, in any case, pay such Tax to the appropriate taxing authority in accordance with Applicable Law and (B2) indemnify the Administrative Agent Agent, such Issuing Bank and such Lender in accordance with the provisions of Section 8.02(d9.02(d) against Borrower’s its failure so to do and (iiB) shall, subject to Section 1.06(b1.13(iii), pay to the Administrative Agent Agent, such Issuing Bank or such Lender, as applicable, (A1) such additional amounts as may be necessary so that the net amount received by the Administrative Agent Agent, such Issuing Bank or such Lender with respect to such payment, after withholding or deducting all Taxes required to be withheld or deducted by the Borrower, is equal to the full amount payable under the Loan Documents and (B2) an amount equal to all Taxes payable by the Administrative Agent Agent, such Issuing Bank or such Lender as a result of payments made by the Borrower (whether to a taxing authority or to the Administrative Agent Agent, such Issuing Bank or such Lender) Lender pursuant to this Section 1.06(a1.13(i). If any Tax is withheld or deducted by the Borrower from, or is otherwise payable by the Borrower in connection with, any payment payable to the Administrative Agent Agent, any Issuing Bank or any Lender under the Loan Documents, the Borrower shall, as soon as possible after the date of such payment, furnish to the Administrative Agent Agent, such Issuing Bank or such Lender, as applicable, the original or a certified copy of a receipt for such Tax from the applicable taxing authority. If any payment due to the Administrative Agent Agent, any Issuing Bank or any Lender under the Loan Documents is or is expected to be made without withholding or deducting therefrom, or otherwise paying in connection therewith, any Tax payable by the Borrower to any taxing authority, the Borrower shall, within 30 thirty (30) days after any request from the Administrative Agent Agent, such Issuing Bank or such Lender, as applicable, furnish to the Administrative Agent Agent, such Issuing Bank or such Lender a certificate from such taxing authority, or an opinion of counsel acceptable to the Administrative Agent Agent, such Issuing Bank or such Lender, in either case stating that no Tax payable to such taxing authority was or is, as the case may be, required to be withheld or deducted from, or otherwise paid by the Borrower in connection with, such payment.

Taxes Payable by the Borrower. If under Applicable Law any Tax ----- ----------------------------- (other than Bank Taxes) is required to be withheld or deducted by the Borrower from, or is otherwise payable by the Borrower in connection with, any payment to the Administrative Agent or any Lender Bank under the Loan Documents, excluding, in the case of the Administrative Agent and any such Lender, Taxes imposed on or measured by its net income and franchise Taxes imposed on it (in lieu of net income Taxes), the Borrower (i) shall (A) shall, if so required, withhold or deduct the amount of such Tax from such payment and, in any case, pay such Tax to the appropriate taxing authority in accordance with Applicable Law and (B) indemnify the Administrative Agent and such Lender in accordance with the provisions of Section 8.02(d) against Borrower’s failure so to do and (ii) shall, subject to Section 1.06(b), shall pay to the Administrative Agent or such LenderBank, as applicable, (A) such additional amounts as may be necessary so that the net amount received by the Administrative Agent or such Lender Bank with respect to such payment, after withholding or deducting all such Taxes required to be withheld or deducted by the Borrowerdeducted, is equal to the full amount payable under the Loan Documents and (B) an amount equal to all Taxes payable by the Administrative Agent or such Lender as a result of payments made by the Borrower (whether to a taxing authority or to the Administrative Agent or such Lender) pursuant to this Section 1.06(a)Documents. If any such Tax is withheld or deducted by the Borrower from, or is otherwise payable by the Borrower in connection with, any payment payable to the Administrative Agent or any Lender Bank under the Loan Documents, the Borrower shall, as soon as possible after the date of such payment, furnish to the Administrative Agent or such LenderBank, as applicable, the original or a certified copy of a receipt for such Tax from the applicable taxing authority. If any payment due to the Administrative Agent or any Lender Bank under the Loan Documents is or is expected to be made without withholding or deducting therefrom, or otherwise paying in connection therewith, any such Tax payable by the Borrower to any taxing authority, the Borrower shall, within 30 days after any request from the Administrative Agent or such LenderBank, as applicable, furnish to the Administrative Agent or such Lender Bank a certificate from such taxing authority, or an opinion of counsel acceptable to the Administrative Agent or such LenderBank, in either case stating that no Tax payable to such taxing authority was or is, as the case may be, required to be withheld or deducted from, or otherwise paid by the Borrower in connection with, such payment.

Taxes Payable by the Borrower. If under Applicable Law any Tax is required to be withheld or deducted by the Borrower from, or is otherwise payable by the Borrower in connection with, any payment to the Administrative any Agent or any Lender Bank under the Loan Documents, excluding, in the case of the Administrative Agent and any such Lender, Taxes imposed on or measured by its net income and franchise Taxes imposed on it (in lieu of net income Taxes), the Borrower (i) shall (A) shall, if so required, withhold or deduct the amount of such Tax from such payment and, in any case, pay such Tax to the appropriate taxing authority in accordance with Applicable Law and (B) indemnify the Administrative Agent and such Lender in accordance with the provisions of Section 8.02(d) against Borrower’s failure so to do and (ii) shall, subject to Section 1.06(b), shall pay to the Administrative such Agent or such LenderBank, as applicable, (A) such additional amounts as may be necessary so that the net amount received by the Administrative such Agent or such Lender Bank with respect to such payment, after withholding or deducting all Taxes required to be withheld or deducted by the Borrowerdeducted, is equal to the full amount payable under the Loan Documents and (B) an amount equal to all Taxes payable by the Administrative Agent or such Lender as a result of payments made by the Borrower (whether to a taxing authority or to the Administrative Agent or such Lender) pursuant to this Section 1.06(a)Documents. If any Tax is withheld or deducted by the Borrower from, or is otherwise payable by the Borrower in connection with, any payment payable to the Administrative any Agent or any Lender Bank under the Loan Documents, the Borrower shall, as soon as possible possible, and in any event within five days, after the date of such payment, furnish to the Administrative such Agent or such LenderBank, as applicable, the original or a certified copy of a receipt for such Tax from the applicable taxing authority. If any payment due to the Administrative any Agent or any Lender Bank under the Loan Documents is or is expected to be made without withholding or deducting therefrom, or otherwise paying in connection therewith, any Tax payable by the Borrower to any taxing authority, the Borrower shall, within 30 days after any request from the Administrative such Agent or such LenderBank, as applicable, furnish to the Administrative such Agent or such Lender Bank a certificate from such taxing authority, or an opinion of counsel acceptable to the Administrative such Agent or such LenderBank, in either case stating that no Tax payable to such taxing authority was or is, as the case may be, required to be withheld or deducted from, or otherwise paid by the Borrower in connection with, such payment.

Taxes Payable by the Borrower. If under Applicable Law Law, any Tax is required to be withheld or deducted by the Borrower from, or is otherwise payable by the Borrower in connection with, any payment to the Administrative Agent Agent, the Issuing Bank or any Lender Bank under the Loan Documents, excluding, in the case of the Administrative Agent and any such Lender, Taxes imposed on or measured by its net income and franchise Taxes imposed on it (in lieu of net income Taxes), the Borrower (iA) shall (A) 1), if so required, withhold or deduct the amount of such Tax from such payment and, in any case, pay such Tax to the appropriate taxing authority in accordance with Applicable Law and (B2) indemnify the Administrative Agent Agent, the Issuing Bank and such Lender Bank in accordance with the provisions of Section 8.02(d9.02(d) against Borrower’s its failure so to do and (iiB) shall, subject to Section 1.06(b), shall pay to the Administrative Agent Agent, the Issuing Bank or such LenderBank, as applicable, (A) such additional amounts as may be necessary so that the net amount received by the Administrative Agent Agent, the Issuing Bank or such Lender Bank with respect to such payment, after withholding or deducting all Taxes required to be withheld or deducted by the Borrower, is equal to the full amount payable under the Loan Documents and (B) an amount equal to all Taxes payable by the Administrative Agent or such Lender as a result of payments made by the Borrower (whether to a taxing authority or to the Administrative Agent or such Lender) pursuant to this Section 1.06(a)Documents. If any Tax is withheld or deducted by the Borrower from, or is otherwise payable by the Borrower in connection with, any payment payable to the Administrative Agent Agent, the Issuing Bank or any Lender Bank under the Loan Documents, the Borrower shall, as soon as possible after the date of such payment, furnish to the Administrative Agent Agent, the Issuing Bank or such LenderBank, as applicable, the original or a certified copy of a receipt for such Tax from the applicable taxing authority. If any payment due to the Administrative Agent Agent, the Issuing Bank or any Lender Bank under the Loan Documents is or is expected to be made without withholding or deducting therefrom, or otherwise paying in connection therewith, any Tax payable by the Borrower to any taxing authority, the Borrower shall, within 30 days after any request from the Administrative Agent Agent, the Issuing Bank or such LenderBank, as applicable, furnish to the Administrative Agent Agent, the Issuing Bank or such Lender Bank a certificate from such taxing authority, or an opinion of counsel acceptable to the Administrative Agent Agent, the Issuing Bank or such LenderBank, in either case stating that no Tax payable to such taxing authority was or is, as the case may be, required to be withheld or deducted from, or otherwise paid by the Borrower in connection with, such payment.

Taxes Payable by the Borrower. If under Applicable Law any Tax is required to be withheld or deducted by the Borrower from, or is otherwise payable by the Borrower in connection with, any payment due to the Administrative Agent or any Lender under the Loan Documents, excluding, that is not a "United States Person" (as such term is defined in the case Section 7701(a)(30) of the Administrative Agent and any such Lender, Taxes imposed on or measured by its net income and franchise Taxes imposed on it (in lieu of net income TaxesCode), the Borrower (i) shall (A) shall, if so required, withhold or deduct the amount of such Tax from such payment and, in any case, pay such Tax to the appropriate taxing authority in accordance with Applicable applicable Law and (B) indemnify the Administrative Agent and such Lender in accordance with the provisions of Section 8.02(d) against Borrower’s failure so to do and (ii) shallexcept in the case of any Bank Tax, subject to Section 1.06(b), shall pay to such Lender or the Administrative Agent or such Lender, as applicable, (A) such additional amounts as may be necessary so that the net amount received by the Administrative Agent or such Lender Person with respect to such payment, after withholding or deducting all Taxes required to be withheld or deducted by the Borrowerdeducted, is equal to the full amount payable under the Loan Documents and (B) an amount equal to all Taxes payable by the Administrative Agent or such Lender as a result of payments made by the Borrower (whether to a taxing authority or to the Administrative Agent or such Lender) pursuant to this Section 1.06(a)hereunder. If any Tax is withheld or deducted by the Borrower from, or is otherwise payable by the Borrower in connection with, any payment payable due to any Lender or the Administrative Agent or any Lender under the Loan Documentshereunder, the Borrower shall, as soon as possible after the date of such payment, shall furnish to the Administrative Agent or such Lender, as applicable, Person the original or a certified copy of a receipt (if any) for such Tax from the applicable taxing authority. If any authority or other evidence of payment due thereof satisfactory to the Administrative Agent or any Lender under the Loan Documents is or is expected to be made without withholding or deducting therefrom, or otherwise paying in connection therewith, any Tax payable by the Borrower to any taxing authority, the Borrower shall, such Person within 30 days after the date of such payment (or, if such receipt shall not have been made available by such taxing authority within such time, the Borrower shall use reasonable efforts to promptly obtain and furnish such receipt). If the Borrower fails to pay any request from such Taxes when due to the appropriate taxing authority or fail to remit to any Lender or the Administrative Agent the required receipts or such Lender, as applicable, furnish to the Administrative Agent or such Lender a certificate from such taxing authority, or an opinion other evidence of counsel acceptable to the Administrative Agent or such Lender, in either case stating that no Tax payable payment thereof satisfactory to such taxing authority was or isPerson, as the case may be, required to be withheld or deducted from, or otherwise paid by the Borrower in connection withshall indemnify such Person for any Taxes, interest, penalties or additions to Tax that may become payable such paymentPerson as a result of any such failure.

Taxes Payable by the Borrower. If under Applicable Law any Tax is required to be ----------------------------- withheld or deducted by the Borrower from, or is otherwise payable by the Borrower in connection with, any payment due hereunder to the Administrative Agent or any Lender under or the Loan Documents, excluding, Agent that is not a "United ------ States Person" (as such term is defined in the case Section 7701(a)(30) of the Administrative Agent and any such Lender, Taxes imposed on or measured by its net income and franchise Taxes imposed on it (in lieu of net income Taxes), Code) the ------------- Borrower (i) shall (A) shall, if so required, withhold or deduct the amount of such Tax from such payment and, in any case, pay such Tax to the appropriate taxing authority in accordance with Applicable Law and (B) indemnify the Administrative Agent and such Lender in accordance with the provisions of Section 8.02(d) against Borrower’s failure so to do applicable law and (ii) shallexcept in the case of any Bank Tax, subject to Section 1.06(b), shall pay to such Lender or the Administrative Agent or such Lender, as applicable, (A) such additional amounts as may be necessary so that the net amount received by the Administrative Agent or such Lender or the Agent with respect to such payment, after withholding or deducting all Taxes (other than Bank Taxes) required to be withheld or deducted by the Borrowerdeducted, is equal to the full amount payable under the Loan Documents and (B) an amount equal to all Taxes payable by the Administrative Agent or such Lender as a result of payments made by the Borrower (whether to a taxing authority or to the Administrative Agent or such Lender) pursuant to this Section 1.06(a)hereunder. If any Tax is withheld or deducted by the Borrower from, or is otherwise payable by the Borrower in connection with, any payment payable due to any such Lender or the Administrative Agent or any Lender under the Loan Documentshereunder, the Borrower shall, as soon as possible after the date of such payment, shall furnish to such Lender or the Administrative Agent or such Lender, as applicable, the original or a certified copy of a receipt for such Tax from the applicable taxing authority. If any payment due to the Administrative Agent or any Lender under the Loan Documents is or is expected to be made without withholding or deducting therefrom, or otherwise paying in connection therewith, any Tax payable by the Borrower to any taxing authority, the Borrower shall, authority within 30 days after any request from the Administrative Agent or date of such Lenderpayment (or, as applicable, furnish to the Administrative Agent or if such Lender a certificate from such taxing authority, or an opinion of counsel acceptable to the Administrative Agent or such Lender, in either case stating that no Tax payable to receipt shall not have been made available by such taxing authority was or iswithin such time, as the case may be, required to be withheld or deducted from, or otherwise paid by the Borrower in connection withshall use reasonable efforts to promptly obtain and furnish such receipt). If the Borrower fails to pay any Taxes, other than Bank Taxes, when due to the appropriate taxing authority or fails to remit to any such paymentLender or the Agent the required receipts, the Borrower shall indemnify such Lender or the Agent for any such Taxes, interest, penalties or additions to such Tax that may become payable by such Lender or the Agent as a result of any such failure.

Taxes Payable by the Borrower. If under Applicable Law Law, any Tax is required to be withheld or deducted by the Borrower from, or is otherwise payable by the Borrower in connection with, any payment to the Administrative Agent or any Lender Bank under the Loan Documents, excluding, in the case of the Administrative Agent and any such Lender, Taxes imposed on or measured by its net income and franchise Taxes imposed on it (in lieu of net income Taxes), the Borrower (i) shall (A) if so required, withhold or deduct the amount of such Tax from such payment and, in any case, pay such Tax to the appropriate taxing authority in accordance with Applicable Law and (B) indemnify the Administrative Agent and such Lender Bank in accordance with the provisions of Section 8.02(d9.02(a) against Borrower’s its failure so to do and (ii) shall, subject to Section 1.06(b1.13(d)(ii), pay to the Administrative Agent or such LenderBank, as applicable, (A) such additional amounts as may be necessary so that the net amount received by the Administrative Agent or such Lender Bank with respect to such payment, after withholding or deducting all Taxes required to be withheld or deducted by the Borrower, is equal to the full amount payable under the Loan Documents and (B) an amount equal to all Taxes payable by the Administrative Agent or such Lender as a result of payments made by the Borrower (whether to a taxing authority or to the Administrative Agent or such Lender) pursuant to this Section 1.06(a)Documents. If any Tax is withheld or deducted by the Borrower from, or is otherwise payable by the Borrower in connection with, any payment payable to the Administrative Agent or any Lender Bank under the Loan Documents, the Borrower shall, as soon as possible promptly after the date of such payment, furnish to the Administrative Agent or such LenderBank, as applicable, the original or a certified copy of a receipt for such Tax from the applicable taxing authority. If any payment due to the Administrative Agent or any Lender Bank under the Loan Documents is or is expected to be made without withholding or deducting therefrom, or otherwise paying in connection therewith, any Tax payable by the Borrower to any taxing authority, the Borrower shall, within 30 days after any request from the Administrative Agent or such LenderBank, as applicable, furnish to the Administrative Agent or such Lender Bank a certificate from such taxing authority, or an opinion of counsel acceptable to the Administrative Agent or such LenderBank, in either case stating that no Tax payable to such taxing authority was or is, as the case may be, required to be withheld or deducted from, or otherwise paid by the Borrower in connection with, such payment.

Taxes Payable by the Borrower. If under Applicable Law any Tax is required to be withheld or deducted by the Borrower from, or is otherwise payable by the Borrower in connection with, any payment to the Administrative Agent Agent, any Bank or any Lender Issuing Bank under the Loan Documents, excluding, in the case of the Administrative Agent and any such Lender, Taxes imposed on or measured by its net income and franchise Taxes imposed on it (in lieu of net income Taxes), the Borrower (i) shall (A) if so required, withhold or deduct the amount of such Tax from such payment and, in any case, pay such Tax to the appropriate taxing authority in accordance with Applicable Law and (B) indemnify the Administrative Agent Agent, such Bank and such Lender Issuing Bank in accordance with the provisions of Section 8.02(d11.02(d) against Borrower’s its failure so to do and (ii) shall, subject to Section 1.06(b2.13(c), pay to the Administrative Agent Agent, such Bank or such LenderIssuing Bank, as applicable, (A) such additional amounts as may be necessary so that the net amount received by the Administrative Agent Agent, such Bank or such Lender Issuing Bank with respect to such payment, after withholding or deducting all Taxes required to be withheld or deducted by the Borrower, is equal to the full amount payable under the Loan Documents and (B) an amount equal to all Taxes payable by the Administrative Agent or such Lender as a result of payments made by the Borrower (whether to a taxing authority or to the Administrative Agent or such Lender) pursuant to this Section 1.06(a)Documents. If any Tax is withheld or deducted by the Borrower from, or is otherwise payable by the Borrower in connection with, any payment payable to the Administrative Agent Agent, any Bank or any Lender Issuing Bank under the Loan Documents, the Borrower shall, as soon as possible after the date of such payment, furnish to the Administrative Agent Agent, such Bank or such LenderIssuing Bank, as applicable, the original or a certified copy of a receipt for such Tax from the applicable taxing authority. If any payment due to the Administrative Agent Agent, any Bank or any Lender Issuing Bank under the Loan Documents is or is expected to be made without withholding or deducting therefrom, or otherwise paying in connection therewith, any Tax payable by the Borrower to any taxing authority, the Borrower shall, within 30 days after any request from the Administrative Agent Agent, such Bank or such LenderIssuing Bank, as applicable, furnish to the Administrative Agent Agent, such Bank or such Lender Issuing Bank a certificate from such taxing authority, or an opinion of counsel acceptable to the Administrative Agent Agent, such Bank or such LenderIssuing Bank, in either case stating that no Tax payable to such taxing authority was or is, as the case may be, required to be withheld or deducted from, or otherwise paid by the Borrower in connection with, such payment.

Taxes Payable by the Borrower. If under Applicable Law any Tax is required to be withheld or deducted by the Borrower from, or is otherwise payable by the Borrower in connection with, any payment to the Administrative Agent Agent, any Bank or any Lender Issuing Bank under the Loan Documents, excluding, in the case of the Administrative Agent and any such Lender, Taxes imposed on or measured by its net income and franchise Taxes imposed on it (in lieu of net income Taxes), the Borrower (iI) shall (A) if so required, withhold or deduct the amount of such Tax from such payment and, in any case, pay such Tax to the appropriate taxing authority in accordance with Applicable Law and (B) indemnify the Administrative Agent Agent, such Bank and such Lender Issuing Bank in accordance with the provisions of Section 8.02(d11.02(d) against Borrower’s its failure so to do and (ii) shall, subject to Section 1.06(b2.13(c), pay to the Administrative Agent Agent, such Bank or such LenderIssuing Bank, as applicable, (A) such additional amounts as may be necessary so that the net amount received by the Administrative Agent Agent, such Bank or such Lender Issuing Bank with respect to such payment, after withholding or deducting all Taxes required to be withheld or deducted by the Borrower, is equal to the full amount payable under the Loan Documents and (B) an amount equal to all Taxes payable by the Administrative Agent or such Lender as a result of payments made by the Borrower (whether to a taxing authority or to the Administrative Agent or such Lender) pursuant to this Section 1.06(a)Documents. If any Tax is withheld or deducted by the Borrower from, or is otherwise payable by the Borrower in connection with, any payment payable to the Administrative Agent Agent, any Bank or any Lender Issuing Bank under the Loan Documents, the Borrower shall, as soon as possible after the date of such payment, furnish to the Administrative Agent Agent, such Bank or such LenderIssuing Bank, as applicable, the original or a certified copy of a receipt for such Tax from the applicable taxing authority. If any payment due to the Administrative Agent Agent, any Bank or any Lender Issuing Bank under the Loan Documents is or is expected to be made without withholding or deducting therefrom, or otherwise paying in connection therewith, any Tax payable by the Borrower to any taxing authority, the Borrower shall, within 30 days after any request from the Administrative Agent Agent, such Bank or such LenderIssuing Bank, as applicable, furnish to the Administrative Agent Agent, such Bank or such Lender Issuing Bank a certificate from such taxing authority, or an opinion of counsel acceptable to the Administrative Agent Agent, such Bank or such LenderIssuing Bank, in either case stating that no Tax payable to such taxing authority was or is, as the case may be, required to be withheld or deducted from, or otherwise paid by the Borrower in connection with, such payment.

Taxes Payable by the Borrower. If under Applicable Law any Tax is required to be withheld or deducted by the Borrower from, or is otherwise payable by the Borrower in connection with, any payment to the Administrative Agent or any Lender Bank under the Loan Documents, excluding, in the case of the Administrative Agent and any such Lender, Taxes imposed on or measured by its net income and franchise Taxes imposed on it (in lieu of net income Taxes), the Borrower (iA) shall (A) 1), if so required, withhold or deduct the amount of such Tax from such payment and, in any case, pay such Tax to the appropriate taxing authority in accordance with Applicable Law and (B2) indemnify the Administrative Agent and such Lender Bank in accordance with the provisions of Section 8.02(d10.02(d) against Borrower’s its failure so to do and (iiB) shall, subject to Section 1.06(b2.13(a)(iii), pay to the Administrative Agent or such LenderBank, as applicable, (A) such additional amounts as may be necessary so that the net amount received by the Administrative Agent or such Lender Bank with respect to such payment, after withholding or deducting all Taxes required to be withheld or deducted by the Borrower, is equal to the full amount payable under the Loan Documents and (B) an amount equal to all Taxes payable by the Administrative Agent or such Lender as a result of payments made by the Borrower (whether to a taxing authority or to the Administrative Agent or such Lender) pursuant to this Section 1.06(a)Documents. If any Tax is withheld or deducted by the Borrower from, or is otherwise payable by the Borrower in connection with, any payment payable to the Administrative Agent or any Lender Bank under the Loan Documents, the Borrower shall, as soon as possible after the date of such payment, furnish to the Administrative Agent or such LenderBank, as applicable, the original or a certified copy of a receipt for such Tax from the applicable taxing authority. If any payment due to the Administrative Agent or any Lender Bank under the Loan Documents is or is expected to be made without withholding or deducting therefrom, or otherwise paying in connection therewith, any Tax payable by the Borrower to any taxing authority, the Borrower shall, within 30 days after any request from the Administrative Agent or such LenderBank, as applicable, furnish to the Administrative Agent or such Lender Bank a certificate from such taxing authority, or an opinion of counsel acceptable to the Administrative Agent or such LenderBank, in either case stating that no Tax payable to such taxing authority was or is, as the case may be, required to be withheld or deducted from, or otherwise paid by the Borrower in connection with, such payment.