Common use of Taxes on Payments Clause in Contracts

Taxes on Payments. (a) Except as otherwise expressly provided in this Section 2.12, all payments by the Borrower under this Agreement or any other Credit Document shall be made free and clear of, and without deduction for, any and all present or future federal, state, local and foreign taxes, levies, imposts, duties, deductions, fees, assessments, withholdings, or other charges of whatever nature and all interest, penalties and other liabilities with respect thereto, including withholding taxes imposed by any jurisdiction or any political subdivision thereof, but excluding (i) taxes imposed on a Lender’s overall net income and franchise taxes imposed on such Lender, in each case, by the jurisdiction of such Lender’s Applicable Lending Office or any political subdivision thereof and (ii) any taxes imposed on any “withholdable payment” payable to such recipient as a result of the failure of such recipient to satisfy the applicable requirements of FATCA (all such nonexcluded taxes, levies, imposts, duties, deductions, fees, assessments, withholdings, or other charges of whatever nature and all interest, penalties and other liabilities being referred to herein as “Indemnifiable Taxes”). If Indemnifiable Taxes are imposed in respect of any sum payable hereunder to any Lender, then (i) subject to the penultimate sentence of Section 2.12(e), the sum payable shall be increased by the amount necessary so that after making all required deductions such Lender shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make all required deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other Governmental Authority in accordance with applicable law. For the avoidance of doubt, for purposes of this Section 2.12, “applicable law” includes FATCA.

Taxes on Payments. (a) Except as otherwise expressly provided in this Section 2.12, all All payments by the Borrower under pursuant to this Agreement or any other Credit Document shall be made free and clear of, of and without any deduction for, or withholding for or on account of any present and all present or future federal, state, local and foreign taxes, levies, imposts, duties, deductions, fees, assessments, withholdings, assessments or other governmental charges of whatever nature and all interest, penalties and other liabilities with respect thereto, including withholding taxes imposed by any jurisdiction the United States, or any political subdivision thereofor taxing authority thereof or therein, but excluding (i) taxes imposed on a Lender’s overall its net income income, branch profit taxes and franchise taxes imposed on such Lender, in each case, by the jurisdiction of such Lender’s Applicable Lending Office or any political subdivision thereof and (ii) any taxes imposed on any “withholdable payment” payable to such recipient as a result of the failure of such recipient to satisfy the applicable requirements of FATCA (all such nonexcluded taxes, levies, imposts, duties, deductions, fees, assessments, withholdings, or other charges of whatever nature and all interest, penalties and other liabilities non-excluded taxes being referred to herein as hereinafter called “Indemnifiable Taxes”), except as expressly provided in this Section 8.04. If Indemnifiable any Taxes are imposed in respect of and required by law to be deducted or withheld from any sum amount payable hereunder to any Lender, then the Borrower shall (i) subject to the penultimate sentence of Section 2.12(e), the sum payable shall be increased by increase the amount necessary of such payment so that after making all required deductions such Lender shall will receive an a net amount (after deduction of all Taxes) equal to the sum it would have received had no such deductions been madeamount due hereunder, (ii) pay such Taxes to the Borrower shall make all required deductions appropriate taxing authority for the account of such Lender, and (iii) as promptly as possible thereafter, send such Lender evidence of original or certified receipt showing payment thereof, together with such additional documentary evidence as such Lender may from time to time require. If the Borrower fails to perform its obligations under (ii) or (iii) above, the Borrower shall pay indemnify such Lender for any incremental taxes, interest or penalties that may become payable as a result of any such failure; provided, however, that the full amount deducted Borrower will not be required to the relevant taxing authority or other Governmental Authority in accordance with applicable law. For the avoidance of doubt, for purposes of make any payment to any Lender under this Section 2.128.04 if withholding is required in respect of such Lender by reason of such Lender’s inability or failure to furnish under subsection (c) an extension or renewal of a Form W-8ECI or Form W-8BEN (or successor form), “as applicable, unless such inability results from an amendment to or a change in any applicable law” includes FATCAlaw or regulation or in the interpretation thereof by any regulatory authority (including without limitation any change in an applicable tax treaty), which amendment or change becomes effective after the date hereof.

Taxes on Payments. (a) Except as otherwise expressly provided All payments in this Section 2.12, all payments by respect of the Borrower under this Agreement or any other Credit Document Loans shall be made free and clear of, of and without any deduction for, or withholding for or on account of any present and all present or future federal, state, local and foreign taxes, levies, imposts, duties, deductions, fees, assessments, withholdings, assessments or other governmental charges of whatever nature and all interest, penalties and other liabilities with respect thereto, including withholding taxes imposed by any jurisdiction the United States, or any political subdivision thereofor taxing authority thereof or therein (“Taxes”), but excluding (iw) taxes imposed on a Lender’s overall net income income, (x) franchise taxes, (y) branch profits taxes, and franchise (z) taxes imposed on under FATCA (all such Lendernon-excluded taxes being hereinafter called “Indemnified Taxes” and all such excluded taxes being hereinafter called “Excluded Taxes”), except as expressly provided in each casethis Section 8.03. If any Indemnified Taxes are imposed and required by law to be deducted or withheld from any amount payable to any Lender or Agent, then the Company shall (i) increase the amount payable so that such Lender or Agent will receive a net amount (after deduction of all Indemnified Taxes) equal to the amount due hereunder, (ii) pay such Indemnified Taxes to the appropriate taxing authority for the account of such Lender or Agent, and (iii) as promptly as possible thereafter, send such Lender or Agent evidence showing payment thereof, together with such additional documentary evidence as such Lender or Agent may from time to time require. If the Company fails to perform its obligations under (ii) or (iii) above, the Company shall indemnify the Administrative Agent and/or such Lender or Agent for such Indemnified Taxes and any incremental taxes, interest or penalties that may become payable as a result of any such failure; provided, however, that the Company will not be required to make any payment to any Lender or Agent under this Section 8.03 if withholding is required in respect of such Lender or Agent by the jurisdiction reason of such Lender’s Applicable Lending Office failure to comply with subsection (c) or any political subdivision thereof and (ii) any taxes imposed on any “withholdable payment” payable to such recipient as a result of the failure of such recipient to satisfy the applicable requirements of FATCA (all such nonexcluded taxes, levies, imposts, duties, deductions, fees, assessments, withholdings, or other charges of whatever nature and all interest, penalties and other liabilities being referred to herein as “Indemnifiable Taxes”). If Indemnifiable Taxes are imposed in respect of any sum payable hereunder to any Lender, then (i) subject to the penultimate sentence of Section 2.12(ed), unless such failure results from an amendment to or a change in any applicable law or regulation or in the sum payable shall be increased interpretation thereof by any regulatory authority (including without limitation any change in an applicable tax treaty), which amendment or change becomes effective after the amount necessary so that after making all required deductions such Lender shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make all required deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other Governmental Authority in accordance with applicable law. For the avoidance of doubt, for purposes of this Section 2.12, “applicable law” includes FATCAdate hereof.

Taxes on Payments. (a) Except as otherwise expressly provided in this Section 2.12, all All payments by the Borrower under pursuant to this Agreement or any other Credit Document shall be made free and clear of, of and without any deduction for, or withholding for or on account of any present and all present or future federal, state, local and foreign taxes, levies, imposts, duties, deductions, fees, assessments, withholdingsassessments or governmental charges imposed on the Administrative Agent or any Lender by the United States, or other charges any political subdivision or taxing authority thereof or therein (“Taxes”), excluding, in the case of whatever nature the Administrative Agent and all interesteach Lender, penalties (w) Taxes imposed on its net income, branch profit taxes and other liabilities with respect thereto, including withholding taxes franchise or similar Taxes imposed in lieu of net income Taxes by any the jurisdiction (or any political subdivision thereof) under the laws of which it is organized or doing business (other than solely pursuant to this Agreement) or in which its principal office is located or, but excluding in the case of any Lender, in which its Applicable Lending Office is located, (ix) taxes imposed on a Lender’s overall net income and franchise taxes imposed on backup withholding tax that is required by Section 3406 of the Internal Revenue Code (or any successor provision thereto) to be withheld from amounts payable to the Administrative Agent or such Lender, in each case, by the jurisdiction of (y) any withholding tax that is attributable to such Lender’s Applicable Lending Office or any political subdivision thereof failure to comply with Sections 8.04(d) and (iih) and Taxes or special assessments of any taxes kind measured by or imposed on any “withholdable payment” payable to such recipient as a result of the failure extent and nature of the Administrative Agent’s or such recipient Lender’s activities, assets, liabilities, leverage, other exposures to satisfy the applicable requirements of risk, or other similar factors and (z) Taxes imposed pursuant to FATCA (all such nonexcluded taxes, levies, imposts, duties, deductions, fees, assessments, withholdings, or other charges of whatever nature and all interest, penalties and other liabilities non-excluded Taxes being referred to herein as hereinafter called “Indemnifiable Indemnified Taxes”), except as expressly provided in this Section 8.04. If Indemnifiable any Indemnified Taxes are imposed in respect of and required by law to be deducted or withheld from any sum amount payable hereunder by the Borrower or the Administrative Agent (the “Withholding Agent”) to the Administrative Agent or to any Lender, then (i) subject to the penultimate sentence of Section 2.12(e), the sum payable shall be increased by the amount necessary so that after making all required deductions such Lender shall receive an amount equal to the sum it would have received had no such deductions been made, (ii1) the Borrower shall make increase the amount of such payment so that the Administrative Agent or such Lender, as the case may be, will receive a net amount (after deduction of all required deductions Indemnified Taxes) equal to the amount due hereunder, (2) the Withholding Agent shall pay such Indemnified Taxes to the appropriate Governmental Authority for the account of the Administrative Agent or such Lender, as the case may be, and (iii3) as promptly as possible thereafter, the Withholding Agent shall send the Administrative Agent or such Lender, as the case may be, evidence of original or certified copy of a receipt showing payment thereof, together with such additional documentary evidence as such Lender may from time to time reasonably require. If the Borrower fails to perform its obligations under (2) or (3) above, the Borrower shall pay indemnify the full amount deducted to the relevant taxing authority Administrative Agent or other Governmental Authority in accordance with applicable law. For the avoidance such Lender for any incremental taxes, interest or penalties that may become payable as a result of doubt, for purposes of this Section 2.12, “applicable law” includes FATCAany such failure.

Taxes on Payments. (a) Except as otherwise expressly provided in this Section 2.122.13, any and all payments by the Borrower Borrowers in respect of principal or interest on any Loan, fee, or other Obligation or other amount due to any Lender under this Agreement or any other Credit Document shall be made free and clear of, and without deduction for, any and all present or future United States federal, state, state or local and foreign taxes, levies, imposts, duties, deductions, fees, assessments, charges or withholdings, or other charges of whatever nature and all interest, penalties and other liabilities with respect thereto, including withholding taxes imposed by the United States, any jurisdiction under the laws of which a Borrower is organized, and other jurisdiction or any political subdivision thereof, but excluding (i) taxes imposed on a such Lender’s overall net income and franchise taxes imposed on such Lender, in each case, Lender by the United States or the jurisdiction of such Lender’s Applicable Lending Office or any political subdivision thereof and (ii) any branch profits taxes imposed on any “withholdable payment” payable to such recipient as a result of Lender by the failure United States or by the jurisdiction of such recipient to satisfy the applicable requirements of FATCA Lender’s Applicable Lending Office or any political subdivision thereof (all such nonexcluded taxes, levies, imposts, duties, deductions, feescharges, assessments, withholdings, or other charges of whatever nature withholdings and all interest, penalties and other liabilities being referred to herein as “Indemnifiable Taxes”). If Indemnifiable a Borrower shall be required by law to deduct any Taxes are imposed from or in respect of any sum payable hereunder to any Lender, then (i) subject to the penultimate last sentence of Section 2.12(e2.13(f), the sum payable shall be increased by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.13) such Lender shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the such Borrower shall make all required deductions and (iii) the such Borrower shall pay the full amount deducted to the relevant taxing authority or other Governmental Authority in accordance with applicable law. For law (other than with respect to income taxes for which such Lender(s) are entitled to receive a credit from the avoidance of doubt, for purposes of this Section 2.12, “applicable law” includes FATCArelevant taxing authority).

Taxes on Payments. (a) Except as otherwise expressly provided in this Section 2.12, all All payments made by the Borrower under this Agreement or any and the other Credit Document Documents shall be made free and clear of, and without deduction foror withholding for or on account of, any and all present or future federalincome, state, local and foreign stamp or other taxes, levies, imposts, duties, deductionscharges, fees, assessments, deductions or withholdings, now or other charges of whatever nature and all interesthereafter imposed, penalties and other liabilities with respect theretolevied, including withholding taxes imposed collected, withheld or assessed by any jurisdiction or any political subdivision thereof, but excluding Governmental Authority (i) except net income taxes and franchise taxes in lieu of net income taxes imposed on a Lender’s overall net income and franchise taxes imposed on such Lender, in each case, by the jurisdiction of such Lender’s Applicable Lending Office Agent or any political subdivision thereof and (ii) any taxes imposed on any “withholdable payment” payable to such recipient Bank as a result of a present or former connection between the failure jurisdiction of the Governmental Authority imposing such recipient to satisfy tax on Agent or such Bank, excluding a connection arising solely from Agent or such Bank having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or the applicable requirements of FATCA other Credit Documents) (all such nonexcluded non-excluded taxes, levies, imposts, duties, deductionscharges, fees, assessments, withholdings, or other charges of whatever nature deductions and all interest, penalties and other liabilities withholdings being referred to herein as “Indemnifiable Taxes”hereinafter called "TAXES"). If Indemnifiable any Taxes are imposed in respect of required to be withheld from any sum amounts payable to Agent or any Bank hereunder to any Lender, then (i) subject to or under the penultimate sentence of Section 2.12(e)other Credit Documents, the sum amounts so payable to Agent or such Bank shall be increased by the amount necessary so that after making all required deductions such Lender shall receive an amount equal to the sum it would have received had no extent necessary to yield to Agent or such deductions been madeBank (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Credit Documents. Whenever any Taxes are payable by Borrower, (ii) the as promptly as possible thereafter, Borrower shall make all required deductions and (iii) send to Agent for its own account or for the account of such Bank, as the case may be, a certified copy of an original official receipt received by Borrower shall showing payment thereof. If Borrower fails to pay the full amount deducted any Taxes when due to the relevant appropriate taxing authority or fails to remit to Agent the required receipts or other Governmental Authority in accordance with applicable lawrequired documentary evidence, Borrower shall indemnify Agent and the Banks for any incremental taxes, interest or penalties that may become payable by Agent or any Bank as a result of any such failure. For The obligations of Borrower under this SUBPARAGRAPH 2.10(a) shall survive the avoidance payment and performance of doubt, for purposes the Obligations and the termination of this Section 2.12, “applicable law” includes FATCAAgreement.

Taxes on Payments. (a) Except as otherwise expressly provided in this Section 2.122.13, any and all payments by the Borrower in respect of principal or interest on any Loan, fee, or other Obligation or other amount due to any Lender under this Agreement or any other Credit Document shall be made free and clear of, and without deduction for, any and all present or future United States federal, state, state or local and foreign taxes, levies, imposts, duties, deductions, fees, assessments, charges or withholdings, or other charges of whatever nature and all interest, penalties and other liabilities with respect thereto, including withholding taxes imposed by the United States, any jurisdiction under the laws of which the Borrower is organized, and other jurisdiction or any political subdivision thereof, but excluding (i) taxes imposed on a such Lender’s overall net income and franchise taxes imposed on such Lender, in each case, Lender by the United States or the jurisdiction of such Lender’s Applicable Lending Office or any political subdivision thereof and (ii) any branch profits taxes imposed on any “withholdable payment” payable to such recipient as a result of Lender by the failure United States or by the jurisdiction of such recipient to satisfy the applicable requirements of FATCA Lender’s Applicable Lending Office or any political subdivision thereof (all such nonexcluded taxes, levies, imposts, duties, deductions, feescharges, assessments, withholdings, or other charges of whatever nature withholdings and all interest, penalties and other liabilities being referred to herein as “Indemnifiable Taxes”). If Indemnifiable the Borrower shall be required by law to deduct any Taxes are imposed from or in respect of any sum payable hereunder to any Lender, then (i) subject to the penultimate last sentence of Section 2.12(e2.13(f), the sum payable shall be increased by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.13) such Lender shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make all required deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other Governmental Authority in accordance with applicable law. For the avoidance of doubt, for purposes of this Section 2.12, “applicable law” includes FATCA.

Taxes on Payments. (a) Except as otherwise expressly provided in this Section 2.12, all payments by the Borrower under this Agreement or any other Credit Document shall be made free and clear of, and without deduction for, any and all present or future federal, state, local and foreign taxes, levies, imposts, duties, deductions, fees, assessments, withholdings, or other charges of whatever nature imposed by any Governmental Authority and all interest, penalties and other liabilities with respect thereto, including withholding taxes imposed by any jurisdiction or any political subdivision thereof, but excluding (i) taxes imposed on a Lender’s overall net income and franchise taxes imposed on such Lender, in each case, by the jurisdiction under the laws of which such Lender is organized or in which such Lender’s principal office or Applicable Lending Office is located or any political subdivision thereof and (ii) any taxes the branch profits tax imposed on any “withholdable payment” payable to such recipient as a result under section 884 of the failure of such recipient to satisfy the applicable requirements of FATCA IRC (all such nonexcluded taxes, levies, imposts, duties, deductions, fees, assessments, withholdings, or other charges of whatever nature imposed by any Governmental Authority and all interest, penalties and other liabilities being referred to herein as “Indemnifiable Taxes”). If Indemnifiable Taxes are imposed in respect of any sum payable hereunder to any Lender, then (i) subject to the penultimate sentence of Section 2.12(e), the sum payable shall be increased by the amount necessary so that after making all required deductions such Lender shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make all required deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other Governmental Authority in accordance with applicable law. For In addition, the avoidance of doubtBorrower agrees to pay any present or future stamp or documentary taxes and any excise, for purposes of transfer, sales and use, value added or property taxes, charges or similar levies that arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Section 2.12, Agreement or any other Credit Document (hereinafter referred to as “applicable law” includes FATCAOther Taxes”).

Taxes on Payments. (a) Except as otherwise expressly provided in this Section 2.12, all All payments made by the Borrower Borrowers under the Note or this Agreement or any other Credit Document shall be made free and clear of, and without deduction foror withholding for or on account of, any and all present future income, stamp or future federal, state, local and foreign other taxes, levies, imposts, duties, deductions, fees, assessments, withholdingscharges, or other charges withholdings imposed, assessed, levied or collected by the United States of whatever nature and all interest, penalties and other liabilities with respect thereto, including withholding taxes imposed by any jurisdiction America or any political subdivision thereofor taxing authority thereof or therein, but excluding (i) taxes imposed on a Lender’s overall net income and franchise taxes imposed on such Lender, in each case, of the Lender by the jurisdiction United States of such Lender’s Applicable Lending Office America or any state or any political subdivision or taxing authority thereof and (ii) any taxes imposed on any “withholdable payment” payable to such recipient as a result of the failure of such recipient to satisfy the applicable requirements of FATCA or therein (all such nonexcluded non-excluded taxes, levies, imposts, dutiesdeduction, deductions, fees, assessments, withholdings, charges or other charges of whatever nature and all interest, penalties and other liabilities withholdings being referred to herein as “Indemnifiable Taxes”hereinafter called "TAXES"). If Indemnifiable any Taxes are imposed in respect of required to be withheld from any sum amounts so payable hereunder to any Lender, then (i) subject to the penultimate sentence of Section 2.12(e)Lender hereunder or under the Note, the sum amounts so payable to the Lender shall be increased to the extent necessary to yield to the Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in the Note or this Agreement. Whenever any Tax is paid by the amount necessary so that after making all required deductions such Lender Borrowers, as promptly as possible thereafter, the Borrowers shall receive an amount equal send to the sum it would have Lender a certified copy of any original official receipt received had no such deductions been made, (ii) by the Borrower shall make all required deductions and (iii) Borrowers showing payment thereof. If the Borrower shall Borrowers fail to pay the full amount deducted any Taxes when due to the relevant appropriate taxing authority authority, the Borrowers shall indemnify the Lender for any incremental taxes, interest or other Governmental Authority in accordance with applicable law. For penalties that may become payable by the avoidance Lender as a result of doubt, for purposes of this Section 2.12, “applicable law” includes FATCAany such failure.

Taxes on Payments. (a) Except as otherwise expressly provided All payments in this Section 2.12, all payments by respect of the Borrower under this Agreement or any other Loans and the Letter of Credit Document Liabilities shall be made free and clear of, of and without any deduction for, or withholding for or on account of any present and all present or future federal, state, local and foreign taxes, levies, imposts, duties, deductions, fees, assessments, withholdings, assessments or other governmental charges of whatever nature and all interest, penalties and other liabilities with respect thereto, including withholding taxes imposed by any jurisdiction the United States, or any political subdivision thereofor taxing authority thereof or therein, but excluding (iw) taxes imposed on a Lender’s overall net income and income, (x) franchise taxes and (y) taxes imposed on under FATCA (all such Lendernon-excluded taxes being hereinafter called “Taxes” and all such excluded taxes being hereinafter called “Excluded Taxes”), except as expressly provided in each casethis Section 8.03. If any Taxes are imposed and required by law to be deducted or withheld from any amount payable to any Lender or Agent, then the Company shall (i) increase the amount payable so that such Lender or Agent will receive a net amount (after deduction of all Taxes) equal to the amount due hereunder, (ii) pay such Taxes to the appropriate taxing authority for the account of such Lender or Agent, and (iii) as promptly as possible thereafter, send such Lender or Agent evidence showing payment thereof, together with such additional documentary evidence as such Lender or Agent may from time to time require. If the Company fails to perform its obligations under (ii) or (iii) above, the Company shall indemnify the Administrative Agent and/or such Lender or Agent for such Taxes and any incremental taxes, interest or penalties that may become payable as a result of any such failure; provided, however, that the Company will not be required to make any payment to any Lender or Agent under this Section 8.03 if withholding is required in respect of such Lender or Agent by the jurisdiction reason of such Lender’s Applicable Lending Office inability or any political subdivision thereof and failure to furnish under subsection (iic) any taxes imposed on any “withholdable payment” payable to such recipient as a result duly completed extension or renewal of the failure of such recipient to satisfy the applicable requirements of FATCA a Form W-8BEN or Form W-8ECI (all such nonexcluded taxes, levies, imposts, duties, deductions, fees, assessments, withholdings, or other charges of whatever nature and all interest, penalties and other liabilities being referred to herein as “Indemnifiable Taxes”). If Indemnifiable Taxes are imposed in respect of any sum payable hereunder to any Lender, then (i) subject to the penultimate sentence of Section 2.12(esuccessor form), as applicable, unless such inability results from an amendment to or a change in any applicable law or regulation or in the sum payable shall be increased interpretation thereof by any regulatory authority (including without limitation any change in an applicable tax treaty), which amendment or change becomes effective after the amount necessary so that after making all required deductions such Lender shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make all required deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other Governmental Authority in accordance with applicable law. For the avoidance of doubt, for purposes of this Section 2.12, “applicable law” includes FATCAdate hereof.

Taxes on Payments. (a) Except as otherwise expressly provided in this Section 2.122.13, any and all payments by the Borrower Borrowers in respect of principal or interest on any Loan, fee, or other Obligation or other amount due to any Lender under this Agreement or any other Credit Document shall be made free and clear of, and without deduction for, any and all present or future United States federal, state, state or local and foreign taxes, levies, imposts, duties, deductions, fees, assessments, charges or withholdings, or other charges of whatever nature and all interest, penalties and other liabilities with respect thereto, including withholding taxes imposed by the United States, any jurisdiction under the laws of which any Borrower is organized, and other jurisdiction or any political subdivision thereof, but excluding (i) net income taxes and franchise taxes in lieu of net income taxes imposed on a Lender’s overall net income and franchise taxes imposed on such Lender, in each case, by the jurisdiction of such Lender’s Applicable Lending Office Administrative Agent or any political subdivision thereof and (ii) any taxes imposed on any “withholdable payment” payable to such recipient as a result of the failure of such recipient to satisfy the applicable requirements of FATCA Lender (all such nonexcluded taxes, levies, imposts, duties, deductions, feescharges, assessments, withholdings, or other charges of whatever nature withholdings and all interest, penalties and other liabilities being referred to herein as “Indemnifiable Taxes”). If Indemnifiable the Borrowers shall be required by law to deduct any Taxes are imposed from or in respect of any sum payable hereunder to any Lender, then (i) subject to the penultimate last sentence of Section 2.12(e2.13(f), the sum payable shall be increased by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.13) such Lender shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower Borrowers shall make all required deductions and (iii) the Borrower Borrowers shall pay the full amount deducted to the relevant taxing authority or other Governmental Authority in accordance with applicable law. For the avoidance of doubt, for purposes of this Section 2.12, “applicable law” includes FATCA.