Common use of Payment of Assessments Clause in Contracts

Payment of Assessments. (a) Any and all payments by the Borrowers hereunder or under any Note or other document evidencing any obligations shall be made free and clear of and without reduction for any and all taxes, levies, imposts, deductions, charges, withholdings, and all stamp or documentary taxes, excise taxes, ad valorem taxes and other taxes imposed on the value of the Collateral, charges or levies which arise from the execution, delivery or registration, or from payment or performance under, or otherwise with respect to, any of the Financing Documents or the Revolving Credit Commitments and all other liabilities with respect thereto excluding, in the case of each Lender and the Administrative Agent, taxes imposed on its income, capital, profits or gains and franchise taxes imposed on it by (i) the United States, except certain withholding taxes contemplated pursuant to Section 2.8.4(b)(iii), (ii) the Governmental Authority of the jurisdiction in which such Applicable Lending Office is located or any political subdivision thereof, (iii) the Governmental Authority in which such Person is organized, managed and controlled or any political subdivision thereof or (iv) any political subdivision of the United States, unless such taxes are imposed solely as a result of such Lender's performance of any of the Financing Documents in such political subdivision and such Lender would not otherwise be subject to tax by such political subdivision (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Assessments"). (b) If a Borrower shall be required by law to withhold or deduct any Assessments from or in respect of any sum payable hereunder or under any such Note or document to any Lender or the Administrative Agent, (i) the sum payable to such Lender or the Administrative Agent shall be increased as may be necessary so that after making all required withholding or deductions (including withholding or deductions applicable to additional sums payable under this Section 2.8) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such withholding or deductions been made, (ii) such Borrower shall make such withholding or deductions, and (iii) such Borrower shall pay the full amount withheld or deducted to the relevant taxation authority or other authority in accordance with applicable law.