Common use of No Deduction for Certain Taxes Clause in Contracts

No Deduction for Certain Taxes. Any and all payments by any Credit Party under any of the Credit Documents to the Administrative Agent, the Issuing Lender, or a Lender shall be made, in accordance with Section 2.11, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges, or withholdings, and all liabilities with respect thereto, excluding, in the case of the Administrative Agent, the Issuing Lender, or a Lender, (i) taxes imposed on or measured by its income or profits (however denominated) and franchise (or margin) taxes imposed on it by the jurisdiction (or any political subdivision thereof) (A) under the laws of which (or under the laws of a political subdivision of which) it is organized or in which its principal executive office is located or, in the case of a Lender, the laws of which (or under the laws of a political subdivision of which) such Lender’s applicable Lending Office is located, or (B) as a result of a present or former connection between it and the jurisdiction (or any political subdivision thereof) imposing such tax (other than any such connection arising solely from it having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Credit Document); (ii) branch profits taxes imposed by the United States of America or any similar taxes imposed by any jurisdiction described in (i); (iii) in the case of a Lender other than a Lender that becomes a party to this Agreement or any other Credit Document pursuant to an Assignment and Acceptance, any taxes imposed by the United States of America by means of withholding at the source, if and to the extent such United States withholding taxes are in effect on the date a Lender becomes a Lender hereunder; (iv) in the case of any Lender that becomes a party to this Agreement or any other Credit Document pursuant to an Assignment and Acceptance, any taxes imposed by the United States of America by means of withholding at the source, except to the extent that, pursuant to this Section 2.12, amounts with respect to such taxes were payable to such Lender’s assignor immediately before such Lender became a party to this Agreement or such Credit Document with respect to its applicable ownership interest in the Commitments; and (v) any U.S. withholding taxes imposed under FATCA (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings, and liabilities being hereinafter referred to as “Taxes”). Except as provided in Section 2.12(f), if the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to the Administrative Agent, the Issuing Lender, or any Lender, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.12), such Lender receives an amount equal to the sum it would have received had no such deductions been made; (ii) the Borrower or the Administrative Agent, as applicable, shall make such deductions; and (iii) the Borrower or the Administrative Agent, as applicable, shall pay the full amount deducted to the relevant Governmental Authority or other authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by any Credit Party under any of the Credit Documents to the Administrative Agent, the Issuing Lender, or a Lender Borrower shall be made, in accordance with Section 2.112.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, each Issuing Lender, and the Administrative Agent, each of the Issuing Lender, following: (a) income or a Lender, (i) franchise taxes imposed on (or measured by by) its net income or profits (however denominated) and franchise (or margin) taxes imposed on it by the United States of America or such other jurisdiction (or any political subdivision thereof) (A) under the laws of which (or under the laws of a political subdivision of which) it such recipient is organized or in which its principal executive office is located or, in the case of a any Lender, the laws of in which (or under the laws of a political subdivision of which) such Lender’s its applicable Lending Office lending office is located, or (Bb) as a result of a present or former connection between it and the jurisdiction (or any political subdivision thereof) imposing such tax (other than any such connection arising solely from it having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Credit Document); (ii) branch profits taxes imposed by the United States of America or any similar taxes tax imposed by any other jurisdiction described in which the Borrower or any Guarantor is located, (i); (iiic) in the case of a Foreign Lender (other than a Lender that becomes a party to this Agreement or any other Credit Document an assignee pursuant to an Assignment and Acceptancea request by the Borrower under Section 2.15(a)), any taxes withholding tax that is imposed by the United States of America by means of withholding on amounts payable to such Foreign Lender at the source, if and to the extent time such United States withholding taxes are in effect on the date a Foreign Lender becomes a Lender hereunder; (iv) in the case of any Lender that becomes a party to this Agreement (or any other Credit Document pursuant designates a new lending office) or is attributable to an Assignment and Acceptance, any taxes imposed by the United States of America by means of withholding at the sourcesuch Foreign Lender's failure to comply with Section 2.14(d), except to the extent thatthat such Foreign Lender (or its assignor, pursuant if any) was entitled, at the time of designation of a new lending office (or assignment), to this Section 2.12, receive additional amounts with respect to such taxes were payable withholding tax pursuant to such Lender’s assignor immediately before such Lender became a party to clauses (a) or (c) of this Agreement or such Credit Document with respect to its applicable ownership interest in the Commitments; Section 2.14, and (vd) any U.S. United States withholding taxes tax that is imposed under FATCA FATCA. (all such nonexcluded non-excluded taxes, levies, imposts, deductions, charges, withholdings, withholdings and liabilities being hereinafter referred to as “"Taxes”"). Except as provided in Section 2.12(f), if If the Borrower shall be required by law applicable Legal Requirement to deduct any Taxes from or in respect of any sum payable to the Administrative Agentany Lender, the any Issuing Lender, or any Lender, the Administrative Agent: (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.122.14), such Lender Lender, such Issuing Lender, or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; (ii) the Borrower or the Administrative Agent, as applicable, shall make such deductions; and (iii) the Borrower or the Administrative Agent, as applicable, shall pay the full amount deducted to the relevant Governmental Authority taxation authority or other authority in accordance with applicable law.

No Deduction for Certain Taxes. Any and all payments by any Credit Party under any of the Credit Documents to the Administrative Agent, the Issuing Lender, or a Lender shall be made, in accordance with Section 2.11, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges, or withholdings, and all liabilities with respect thereto, excluding, in the case of the Administrative Agent, the Issuing Lender, or a Lender, (i) taxes imposed on or measured by its income or profits (however denominated) and franchise (or margin) taxes imposed on it by the jurisdiction (or any political subdivision thereof) under (A) under the laws of which (or under the laws of a political subdivision of which) it the Administrative Agent, the Issuing Lender, or such Lender is organized or in which its principal executive office is located orlocated, (B) in the case of a each Lender, the laws of which (or under the laws of a political subdivision of which) such Lender’s applicable Lending Office is located, or and (BC) the laws of which, taxes are imposed as a result of a present or former connection between it such recipient and the jurisdiction (or any political subdivision thereof) imposing such tax Tax (other than any connections arising from such connection arising solely from it recipient having executed, delivered or delivered, become a party to, performed its obligations or received a payment under, or enforcedreceived payments under, this Agreement or received perfected a security interest under, engaged in any other Credit transaction pursuant to or enforced any Loan Document); , or sold or assigned an interest in any Loan or Loan Document, (ii) branch profits taxes imposed by the United States of America or any similar taxes imposed by any jurisdiction described in (i); (iii) in the case of a Lender other than a Lender that becomes a party to this Agreement or any other Credit Document pursuant to an Assignment and Acceptance, any taxes imposed by the United States of America by means of withholding at the source, if and to the extent such United States withholding taxes are in effect on the date a Lender becomes a Lender hereunder; (iv) in the case of any Lender that becomes a party to this Agreement hereunder or any other Credit Document pursuant to an Assignment and Acceptance, any taxes imposed by the United States of America by means of withholding at the source, except to the extent that, pursuant to this Section 2.12, amounts with respect to such taxes were payable to such Lender’s assignor immediately before such Lender became a party to this Agreement or such Credit Document with respect to its applicable ownership interest in the Commitments; and (v) any U.S. withholding taxes imposed under FATCA (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings, and liabilities being hereinafter referred to as “Taxes”). Except as provided in Section 2.12(f), if the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to the Administrative Agent, the Issuing Lender, or any Lender, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.12), such Lender receives an amount equal to the sum changes it would have received had no such deductions been made; (ii) the Borrower or the Administrative Agent, as applicable, shall make such deductionslending office; and (iii) the Borrower or the Administrative Agent, as applicable, shall pay the full amount deducted to the relevant Governmental Authority or other authority in accordance with applicable law.any U.S. federal

No Deduction for Certain Taxes. Any and all payments by or on behalf of any Credit Party under or with respect to any of the Credit Documents to the Administrative Agent, the Issuing Lender, Agent or a Lender shall be made, in accordance with Section 2.112.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges, or withholdings, and all liabilities with respect theretoTaxes, excluding, in the case of the Administrative Agent, the Issuing Lender, Agent or a Lender, (i) taxes Taxes imposed on or measured by its net income or profits (however denominated) and franchise (or margin) taxes Taxes imposed on it by the jurisdiction (or any political subdivision thereof) (A) under the laws of which (or under the laws of a political subdivision of which) it is organized or in which its principal executive office is located or, in the case of a Lender, the laws of which (or under the laws of a political subdivision of which) such Lender’s applicable Lending Office is located, or (B) as a result of a present or former connection between it and the jurisdiction (or any political subdivision thereof) imposing such tax Tax (other than any such connection arising solely from it having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Credit Document); (ii) branch profits taxes Taxes imposed by the United States of America or any -30- NY\6260051.12 similar taxes Taxes imposed by any jurisdiction described in (i); (iii) in the case of a Lender other than a Lender that becomes a party to this Agreement or any other Credit Document pursuant to an Assignment and Acceptance, any taxes Taxes imposed by the United States of America by means of withholding at the source, if and source pursuant to the extent such United States withholding taxes are a law in effect on the date a Lender becomes a Lender hereunder; (iv) in the case of any Lender that becomes a party to this Agreement or any other Credit Document pursuant to an Assignment and Acceptance, any taxes Taxes imposed by the United States of America by means of withholding at the source, except to the extent that, pursuant to this Section 2.122.11, amounts with respect to such taxes Taxes were payable to such Lender’s assignor immediately before such Lender became a party to this Agreement or such Credit Document with respect to its applicable ownership interest in the Commitments; and (v) any U.S. federal withholding taxes Taxes imposed under FATCA (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings, and liabilities Taxes being hereinafter referred to as “Indemnified Taxes”). Except as provided in Section 2.12(f2.11(f), if the Borrower shall be required by law to deduct any Indemnified Taxes from or in respect of any sum payable to the Administrative Agent, the Issuing Lender, Agent or any Lender, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions of Indemnified Taxes applicable to additional sums payable under this Section 2.122.11), such Lender receives an amount equal to the sum it would have received had no such deductions been made; (ii) the Borrower or the Administrative Agent, as applicable, shall make such deductions; and (iii) the Borrower or the Administrative Agent, as applicable, shall pay the full amount deducted to the relevant Governmental Authority or other authority in accordance with applicable law.