Common use of Gross Up for Taxes Clause in Contracts

Gross Up for Taxes. (a) All payments made by Borrowers hereunder or under any Other Document shall be made free and clear of, and without deduction or withholding for, any Indemnified Taxes imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments, excluding (i) taxes imposed on or measured by the recipient Payee’s (or, in the case of a pass-through entity, any of its beneficial owners) net income, including branch profits taxes imposed by the United States, (ii) net income and franchise taxes imposed on such Payee (or, in the case of a pass-through entity, any of its beneficial owners) as a result of a present or former connection between it and the jurisdiction of the Governmental Body imposing such tax, or any political subdivision thereof or therein, other than a connection arising solely from such Payee’s having executed, delivered or performed its obligations or having received a payment or enforced its rights under this Agreement or any Other Document in such jurisdiction, (iii) any tax, or portion thereof, attributable to such Payee’s (or, in the case of a pass-through entity, any of its beneficial owners) failure to comply with Section 3.10(c), (iv) any withholding tax in respect of a payment by a U.S. Borrower to a Payee that is not a United States person as such term is defined in Section 7701(a)(30) of the Code or in respect of a payment by the Canadian Borrower to a Payee that is a non-resident of Canada for purposes of the Income Tax Act (Canada), to the extent, except where such Payee has become a party to this Agreement during the continuance of an Event of Default, such withholding tax: (A) was generally applicable to amounts payable to such Payee at the time it became a party to this Agreement (or which, in the case of Canadian withholding tax, would have applied had an amount been paid or credited on the date such Payee became a party to this Agreement), excluding, in the case of a Payee that is an assignee, any substantially similar withholding taxes that applied at the time immediately prior to the assignment with respect to payments made to the Payee’s assignor; or (B) is attributable to the Payee not acting at arm’s length (for purposes of the Income Tax Act (Canada)) with any of the Borrowers or arises by operation of subsection 214(7) of the Income Tax Act (Canada) or any successor provision thereto, and (v) any taxes that are imposed by reason of Section 1471 or Section 1472 of the Code, together in each of clauses (i)-(v) with all interest, penalties and additions to tax imposed with respect to all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (clauses (i) - (v), collectively “Excluded Taxes”). If any Borrower is required to deduct any Indemnified Taxes from or in respect of any payment hereunder or under any Other Document, (w) the sum payable by such Borrower shall be increased as may be necessary so that after such Borrower has made all required deductions, including deductions applicable to additional sums payable under this Section 3.10(a), such Payee receives an amount equal to the sum it would have received had no such deductions been made, (x) such Borrower shall make all such deductions, (y) such Borrower shall pay the full amount deducted to the relevant Governmental Body in accordance with Applicable Law, and (z) such Borrower shall furnish to the affected Payee, within 45 days, certified copies of tax receipts or other evidence reasonably satisfactory to the Administrative Agent evidencing such payment. If any Indemnified Taxes are paid directly by a Payee, Borrowers shall indemnify, hold such Payee harmless from and reimburse such Payee for such Indemnified Taxes within 30 days of written demand.

Gross Up for Taxes. (a) All payments made by Borrowers hereunder or under If any Other Document Note Party shall be made free and clear of, and without deduction required by Applicable Law to withhold or withholding for, any Indemnified Taxes imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments, excluding (i) taxes imposed on or measured by the recipient Payee’s (or, in the case of a pass-through entity, any of its beneficial owners) net income, including branch profits taxes imposed by the United States, (ii) net income and franchise taxes imposed on such Payee (or, in the case of a pass-through entity, any of its beneficial owners) as a result of a present or former connection between it and the jurisdiction of the Governmental Body imposing such tax, or any political subdivision thereof or therein, other than a connection arising solely from such Payee’s having executed, delivered or performed its obligations or having received a payment or enforced its rights under this Agreement or any Other Document in such jurisdiction, (iii) any tax, or portion thereof, attributable to such Payee’s (or, in the case of a pass-through entity, any of its beneficial owners) failure to comply with Section 3.10(c), (iv) any withholding tax in respect of a payment by a U.S. Borrower to a Payee that is not a United States person as such term is defined in Section 7701(a)(30) of the Code or in respect of a payment by the Canadian Borrower to a Payee that is a non-resident of Canada for purposes of the Income Tax Act (Canada), to the extent, except where such Payee has become a party to this Agreement during the continuance of an Event of Default, such withholding tax: (A) was generally applicable to amounts payable to such Payee at the time it became a party to this Agreement (or which, in the case of Canadian withholding tax, would have applied had an amount been paid or credited on the date such Payee became a party to this Agreement), excluding, in the case of a Payee that is an assignee, any substantially similar withholding taxes that applied at the time immediately prior to the assignment with respect to payments made to the Payee’s assignor; or (B) is attributable to the Payee not acting at arm’s length (for purposes of the Income Tax Act (Canada)) with any of the Borrowers or arises by operation of subsection 214(7) of the Income Tax Act (Canada) or any successor provision thereto, and (v) deduct any taxes that are imposed by reason of Section 1471 or Section 1472 of the Code, together in each of clauses (i)-(v) with all interest, penalties and additions to tax imposed with respect to all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (clauses (i) - (v), collectively “Excluded Taxes”). If any Borrower is required to deduct any Indemnified Taxes from or in respect of any payment hereunder sum payable under this Agreement or under any Other Documentof the other Note Documents to Agent, or any Purchaser, assignee of any Purchaser, or Participant (each, individually, a “Payee” and collectively, the “Payees”), (wa) the sum payable by to such Borrower Payee or Payees, as the case may be, shall be increased as may be necessary so that that, after such Borrower has made making all required withholding or deductions, including deductions the applicable to additional sums payable under this Section 3.10(a), such Payee or Payees receives an amount equal to the sum it would have received had no such withholding or deductions been mademade (the “Gross-Up Payment”), (xb) such Borrower Note Party shall make all such withholding or deductions, and (yc) such Borrower Note Party shall pay the full amount withheld or deducted to the relevant Governmental Body taxation authority or other authority in accordance with Applicable Law. Notwithstanding the foregoing, and no Note Party shall be obligated to make any portion of the Gross-Up Payment to the extent that (zi) such Borrower shall furnish taxes are U.S. Federal taxes and the obligation to withhold or deduct such taxes existed on the date such Payee became a party to this Agreement or received its interest hereunder or, with respect to payments to a new office for booking the Notes hereunder of such Payee, the date such Payee designated such new office with respect to the affected Notes hereunder; provided, however, that this clause (i) shall not apply to the extent the Gross-Up Payment any Payee, within 45 daysor any Payee acting through a new office, certified copies would be entitled to receive (without regard to this clause (i)) does not exceed the Gross-Up Payment that the person making the transfer or selling the participation, or the Payee making the designation of tax receipts such new office, would have been entitled to receive in the absence of such transfer, participation or other evidence reasonably satisfactory designation, (ii) to the Administrative Agent evidencing extent that the obligation to pay such payment. If any Indemnified Taxes are paid directly by Gross-Up Payment would not have arisen but for a Payee, Borrowers shall indemnify, hold failure of such Payee harmless from to comply with Section 3.10 hereof, (iii) that is attributable to taxes imposed under FATCA (or any amendment thereto or successor version thereof that is substantively comparable to FATCA and reimburse with respect to which compliance is not materially more onerous), or (iv) that are taxes imposed on or measured by net income (however denominated), franchise taxes, or branch profits taxes imposed as a result of such Payee for being organized under the laws of, or having its principal office or lending office located in the jurisdiction imposing such Indemnified Taxes within 30 days tax or as a result of written demandany present or former connection between such Payee and the jurisdiction imposing such tax (other than a connection arising from such Payee having executed, delivered, become a party to, performed its obligations under, received payments under, perfected a security interest under or enforced any Note Document, or sold or assigned an interest in any Note Document).

Gross Up for Taxes. (a) All payments made by Borrowers hereunder or under any Other Document shall be made free and clear of, and without deduction or withholding for, any Indemnified Taxes imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments, excluding (i) taxes imposed on or measured by the recipient Payee’s (or, in the case of a pass-through entity, any of its beneficial owners) net income, including branch profits taxes imposed by the United States, (ii) net income and franchise taxes imposed on such Payee (or, in the case of a pass-through entity, any of its beneficial owners) as a result of a present or former connection between it and the jurisdiction of the Governmental Body imposing such tax, or any political subdivision thereof or therein, other than a connection arising solely from such Payee’s having executed, delivered or performed its obligations or having received a payment or enforced its rights under this Agreement or any Other Document in such jurisdiction, (iii) any tax, or portion thereof, attributable to such Payee’s (or, in the case of a pass-through entity, any of its beneficial owners) failure to comply with Section 3.10(c), (iv) any withholding tax in respect of a payment by a U.S. Borrower to a Payee that is not a United States person as such term is defined in Section 7701(a)(30) of the Code or in respect of a payment by the Canadian Borrower to a Payee that is a non-resident of Canada for purposes of the Income Tax Act (Canada), to the extent, except where such Payee has become a party to this Agreement during the continuance of an Event of Default, such withholding tax: (A) was generally applicable to amounts payable to such Payee at the time it became a party to this Agreement (or which, in the case of Canadian withholding tax, would have applied had an amount been paid or credited on the date such Payee became a party to this Agreement), excluding, in the case of a Payee that is an assignee, any substantially similar withholding taxes that applied at the time immediately prior to the assignment with respect to payments made to the Payee’s assignor; or (B) is attributable to the Payee not acting at arm’s length (for purposes of the Income Tax Act (Canada)) with any of the Borrowers or arises by operation of subsection 214(7) of the Income Tax Act (Canada) or any successor provision thereto, and (v) any taxes that are imposed by reason of Section 1471 or Section 1472 of the Code, together in each of clauses (i)-(v) with all interest, penalties and additions to tax imposed with respect to all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (clauses (i) - (v), collectively “Excluded Taxes”). If any Borrower is shall be required by Applicable Law to withhold or deduct any Indemnified Taxes taxes from or in respect of any payment hereunder sum payable under this Agreement or under any of the Other DocumentDocuments to Agent, or any Lender, assignee of any Lender, or Participant (each, individually, a “Payee” and collectively, the “Payees”), (wa) the sum payable by to such Borrower Payee or Payees, as the case may be, shall be increased as may be necessary so that that, after such Borrower has made making all required withholding or deductions, including deductions the applicable to additional sums payable under this Section 3.10(a), such Payee or Payees receives an amount equal to the sum it would have received had no such withholding or deductions been mademade (the “Gross-Up Payment”), (xb) such Borrower shall make all such withholding or deductions, and (yc) such Borrower shall pay the full amount withheld or deducted to the relevant Governmental Body taxation authority or other authority in accordance with Applicable Law. Notwithstanding the foregoing, no Borrower shall be obligated to make any portion of the Gross-Up Payment to or for the account of a Payee that is attributable to (a) income or franchise taxes imposed on (or measured by) its net income by the jurisdiction under the laws of which such Payee is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction described in clause (a) above, (c) any Tax imposed by FATCA, (d) in the case of a Lender, any withholding Tax that is imposed on amounts payable to such Lender at the time such Lender becomes a party to this Agreement (or designates a new lending office), and (ze) such Borrower shall furnish the applicable Payee’s failure to the affected Payeeproperly claim a complete exemption pursuant to Section 3.11 (collectively, within 45 days, certified copies of tax receipts or other evidence reasonably satisfactory to the Administrative Agent evidencing such payment. If any Indemnified Taxes are paid directly by a Payee, Borrowers shall indemnify, hold such Payee harmless from and reimburse such Payee for such Indemnified Taxes within 30 days of written demand“Excluded Taxes”).

Gross Up for Taxes. (a) All payments made by Borrowers hereunder or under If any Other Document Note Party shall be made free and clear of, and without deduction required by Applicable Law to withhold or withholding for, any Indemnified Taxes imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments, excluding (i) taxes imposed on or measured by the recipient Payee’s (or, in the case of a pass-through entity, any of its beneficial owners) net income, including branch profits taxes imposed by the United States, (ii) net income and franchise taxes imposed on such Payee (or, in the case of a pass-through entity, any of its beneficial owners) as a result of a present or former connection between it and the jurisdiction of the Governmental Body imposing such tax, or any political subdivision thereof or therein, other than a connection arising solely from such Payee’s having executed, delivered or performed its obligations or having received a payment or enforced its rights under this Agreement or any Other Document in such jurisdiction, (iii) any tax, or portion thereof, attributable to such Payee’s (or, in the case of a pass-through entity, any of its beneficial owners) failure to comply with Section 3.10(c), (iv) any withholding tax in respect of a payment by a U.S. Borrower to a Payee that is not a United States person as such term is defined in Section 7701(a)(30) of the Code or in respect of a payment by the Canadian Borrower to a Payee that is a non-resident of Canada for purposes of the Income Tax Act (Canada), to the extent, except where such Payee has become a party to this Agreement during the continuance of an Event of Default, such withholding tax: (A) was generally applicable to amounts payable to such Payee at the time it became a party to this Agreement (or which, in the case of Canadian withholding tax, would have applied had an amount been paid or credited on the date such Payee became a party to this Agreement), excluding, in the case of a Payee that is an assignee, any substantially similar withholding taxes that applied at the time immediately prior to the assignment with respect to payments made to the Payee’s assignor; or (B) is attributable to the Payee not acting at arm’s length (for purposes of the Income Tax Act (Canada)) with any of the Borrowers or arises by operation of subsection 214(7) of the Income Tax Act (Canada) or any successor provision thereto, and (v) deduct any taxes that are imposed by reason of Section 1471 or Section 1472 of the Code, together in each of clauses (i)-(v) with all interest, penalties and additions to tax imposed with respect to all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (clauses (i) - (v), collectively “Excluded Taxes”). If any Borrower is required to deduct any Indemnified Taxes from or in respect of any payment hereunder sum payable under this Agreement or under any Other Documentof the other Note Documents to Agent, or any Purchaser, assignee of any Purchaser, or Participant (each, individually, a “Payee” and collectively, the “Payees”), (wa) the sum payable by to such Borrower Payee or Payees, as the case may be, shall be increased as may be necessary so that that, after such Borrower has made making all required withholding or deductions, including deductions the applicable to additional sums payable under this Section 3.10(a), such Payee or Payees receives an amount equal to the sum it would have received had no such withholding or deductions been mademade (the “Gross-Up Payment”), (xb) such Borrower Note Party shall make all such withholding or deductions, and (yc) such Borrower Note Party shall pay the full amount withheld or deducted to the relevant Governmental Body taxation authority or other authority in accordance with Applicable Law. Notwithstanding the foregoing, and no Note Party shall be obligated to make any portion of the Gross-Up Payment to the extent that (zi) such Borrower shall furnish taxes are U.S. Federal taxes and the obligation to withhold or deduct such taxes existed on the date such Payee became a party to this Agreement or received its interest hereunder or, with respect to payments to a new office for booking the Notes hereunder of such Payee, the date such Payee designated such new office with respect to the affected Notes hereunder; provided, however, that this clause (i) shall not apply to the extent the Gross-Up Payment any Payee, within 45 daysor any Payee acting through a new office, certified copies would be entitled to receive (without regard to this clause (i)) does not exceed the Gross-Up Payment that the person making the transfer or selling the participation, or the Payee making the designation of tax receipts such new office, would have been entitled to receive in the absence of such transfer, participation or other evidence reasonably satisfactory designation, (ii) to the Administrative Agent evidencing extent that the obligation to pay such payment. If any Indemnified Taxes are paid directly by Gross-Up Payment would not have arisen but for a Payee, Borrowers shall indemnify, hold failure of such Payee harmless from to comply with Section 3.10 hereof, (iii) that is attributable to taxes imposed under FATCA (or any amendment thereto or successor version thereof that is substantively comparable to FATCA and reimburse with respect to which compliance is not materially more onerous), or (iv) that are taxes imposed on or measured by net income (however denominated), franchise taxes, or branch profits taxes imposed as a result of such Payee for being organized under the laws of, or having its principal office or lending office located in the jurisdiction imposing such Indemnified Taxes within 30 days tax or as a result of written demand.any present or former connection between such Payee and the jurisdiction imposing such tax (other than a connection arising from such Payee having executed, delivered, become a party to, performed its obligations under, received payments under, perfected a security interest under or enforced any Note Document, or sold or assigned an interest in any Note Document). 60358086_160358086_13

Gross Up for Taxes. (a) All payments made by Borrowers hereunder or under If any Other Document Loan Party shall be made free and clear of, and without deduction required by Applicable Law to withhold or withholding for, any Indemnified Taxes imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments, excluding (i) taxes imposed on or measured by the recipient Payee’s (or, in the case of a pass-through entity, any of its beneficial owners) net income, including branch profits taxes imposed by the United States, (ii) net income and franchise taxes imposed on such Payee (or, in the case of a pass-through entity, any of its beneficial owners) as a result of a present or former connection between it and the jurisdiction of the Governmental Body imposing such tax, or any political subdivision thereof or therein, other than a connection arising solely from such Payee’s having executed, delivered or performed its obligations or having received a payment or enforced its rights under this Agreement or any Other Document in such jurisdiction, (iii) any tax, or portion thereof, attributable to such Payee’s (or, in the case of a pass-through entity, any of its beneficial owners) failure to comply with Section 3.10(c), (iv) any withholding tax in respect of a payment by a U.S. Borrower to a Payee that is not a United States person as such term is defined in Section 7701(a)(30) of the Code or in respect of a payment by the Canadian Borrower to a Payee that is a non-resident of Canada for purposes of the Income Tax Act (Canada), to the extent, except where such Payee has become a party to this Agreement during the continuance of an Event of Default, such withholding tax: (A) was generally applicable to amounts payable to such Payee at the time it became a party to this Agreement (or which, in the case of Canadian withholding tax, would have applied had an amount been paid or credited on the date such Payee became a party to this Agreement), excluding, in the case of a Payee that is an assignee, any substantially similar withholding taxes that applied at the time immediately prior to the assignment with respect to payments made to the Payee’s assignor; or (B) is attributable to the Payee not acting at arm’s length (for purposes of the Income Tax Act (Canada)) with any of the Borrowers or arises by operation of subsection 214(7) of the Income Tax Act (Canada) or any successor provision thereto, and (v) deduct any taxes that are imposed by reason of Section 1471 or Section 1472 of the Code, together in each of clauses (i)-(v) with all interest, penalties and additions to tax imposed with respect to all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (clauses (i) - (v), collectively “Excluded Taxes”). If any Borrower is required to deduct any Indemnified Taxes from or in respect of any payment hereunder sum payable under this Agreement or under any of the Other DocumentDocuments to Agent, or any Lender, assignee of any Lender, or Participant (each, individually, a “Payee” and collectively, the “Payees”), (wa) the sum payable by to such Borrower Payee or Payees, as the case may be, shall be increased as may be necessary so that that, after such Borrower has made making all required withholding or deductions, including deductions the applicable to additional sums payable under this Section 3.10(a), such Payee or Payees receives an amount equal to the sum it would have received had no such withholding or deductions been mademade (the “Gross-Up Payment”), (xb) such Borrower Loan Party shall make all such withholding or deductions, and (yc) such Borrower shall pay the full amount withheld or deducted to the relevant Governmental Body taxation authority or other authority in accordance with Applicable Law. Notwithstanding the foregoing, and (z) such no Borrower shall furnish be obligated to make any portion of the Gross-Up Payment to the affected extent that (i) taxes are U.S. Federal taxes and the obligation to withhold or deduct such taxes existed on the date such Payee became a party to this Agreement or received its interest hereunder or, with respect to payments to a new lending office of such Payee, within 45 days, certified copies of tax receipts or other evidence reasonably satisfactory the date such Payee designated such new lending office with respect to the Administrative Agent evidencing such payment. If Advances hereunder; provided, however, that this clause (i) shall not apply to the extent the Gross-Up Payment any Indemnified Taxes are paid directly by a Payee, Borrowers shall indemnifyor any Payee acting through a new lending office, hold would be entitled to receive (without regard to this clause (i)) does not exceed the Gross-Up Payment that the person making the transfer or selling the participation, or the Payee making the designation of such new lending office, would have been entitled to receive in the absence of such transfer, participation or designation, (ii) the obligation to pay such Gross-Up Payment would not have arisen but for a failure of by such Payee harmless from to comply with Section 3.11 hereof, or (iii) that is attributable to taxes imposed under FATCA (or any amendment thereto or successor version thereof that is substantively comparable to FATCA and reimburse with respect to which compliance is not materially more onerous) or (iv) that are taxes imposed on or measured by net income (however denominated), franchise taxes, or branch profits taxes imposed as a result of any Payee being organized under the laws of, or having its principal office or lending office located in the jurisdiction imposing such tax or as a result of any present or former connection between such Payee for and the jurisdiction imposing such Indemnified Taxes within 30 days of written demandtax (other than a connection arising solely from such Payee having executed, delivered, become a party to, performed its obligations under, received payments under, perfected a security interest under or enforced any Other Document).

Gross Up for Taxes. (a) All payments made by Borrowers hereunder or under any Other Document shall be made free and clear of, and without deduction or withholding for, any Indemnified Taxes imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments, excluding (i) taxes imposed on or measured by the recipient Payee’s (or, in the case of a pass-through entity, any of its beneficial owners) net income, including branch profits taxes imposed by the United States, (ii) net income and franchise taxes imposed on such Payee (or, in the case of a pass-through entity, any of its beneficial owners) as a result of a present or former connection between it and the jurisdiction of the Governmental Body imposing such tax, or any political subdivision thereof or therein, other than a connection arising solely from such Payee’s having executed, delivered or performed its obligations or having received a payment or enforced its rights under this Agreement or any Other Document in such jurisdiction, (iii) any tax, or portion thereof, attributable to such Payee’s (or, in the case of a pass-through entity, any of its beneficial owners) failure to comply with Section 3.10(c), (iv) any withholding tax in respect of a payment by a U.S. Borrower to a Payee that is not a United States person as such term is defined in Section 7701(a)(30) of the Code or in respect of a payment by the Canadian Borrower to a Payee that is a non-resident of Canada for purposes of the Income Tax Act (Canada), to the extent, except where such Payee has become a party to this Agreement during the continuance of an Event of Default, such withholding tax: (A) was generally applicable to amounts payable to such Payee at the time it became a party to this Agreement (or which, in the case of Canadian withholding tax, would have applied had an amount been paid or credited on the date such Payee became a party to this Agreement), excluding, in the case of a Payee that is an assignee, any substantially similar withholding taxes that applied at the time immediately prior to the assignment with respect to payments made to the Payee’s assignor; or (B) is attributable to the Payee not acting at arm’s length (for purposes of the Income Tax Act (Canada)) with any of the Borrowers or arises by operation of subsection 214(7) of the Income Tax Act (Canada) or any successor provision thereto, and (v) any taxes that are imposed by reason of Section 1471 or Section 1472 of the Code, together in each of clauses (i)-(v) with all interest, penalties and additions to tax imposed with respect to all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (clauses (i) - (v), collectively “Excluded Taxes”). If any Borrower is or any Guarantor shall be required by Applicable Law to withhold or deduct any Indemnified Taxes taxes from or in respect of any payment hereunder sum payable under this Agreement or under any of the Other DocumentDocuments to Agent, or any Lender, assignee of any Lender, or Participant (each, individually, a “Payee” and collectively, the “Payees”), (wi) the sum payable by to such Borrower Payee or Payees, as the case may be, shall be increased as may be necessary so that that, after such Borrower has made making all required withholding or deductions, including deductions the applicable to additional sums payable under this Section 3.10(a), such Payee or Payees receives an amount equal to the sum it would have received had no such withholding or deductions been mademade (the “Gross-Up Payment”), (xii) such Borrower or such Guarantor shall make all such withholding or deductions, and (yiii) such Borrower or Guarantor shall pay the full amount withheld or deducted to the relevant Governmental Body taxation authority or other authority in accordance with Applicable Law. Notwithstanding the foregoing, and no Borrower or Guarantor shall be obligated to make any portion of the Gross-Up Payment that is attributable to (zx) such Borrower shall furnish withholding taxes which are in excess of taxes that are imposed on the payments made under this Agreement or Other Documents to a Payee organized under the affected Payeelaws of the United States that is eligible for a maximum benefit provided by an applicable income tax treaty with the United States, within 45 days, certified copies of tax receipts or other evidence reasonably satisfactory (y) to any withholding or deductions that would not have been paid or claimed had the Administrative Agent evidencing such payment. If any Indemnified Taxes are paid directly by applicable Payee or Payees properly claimed a Payee, Borrowers shall indemnify, hold such Payee harmless from and reimburse such Payee for such Indemnified Taxes within 30 days of written demandreduction in or a complete exemption with respect thereto pursuant to Section 3.10(b) hereof.