Common use of Manner and Treatment of Payments Clause in Contracts

Manner and Treatment of Payments. (a) Each payment hereunder with respect to the Notes or under any other Loan Document shall be made to the Administrative Agent, at the Administrative Agent's account number 9301035763 at The Chase Manhattan Bank, N.A., (ABA #000-000-000 ref: Geologistics Corporation), for the account of each of the Lenders or the Administrative Agent, as the case may be, in immediately available funds not later than 1:00 p.m., New York time, on the day of payment (which must be a Business Day); PROVIDED, however, that the Company shall provide a minimum of one hour's prior notice of any payments to be made after 11:30 a.m., New York time. All payments received after the deadlines described above on any particular Business Day and of which the Administrative Agent did not receive at least one hour's prior notice, shall be deemed received on the next succeeding Business Day, unless the Company provide to the Administrative Agent reasonably satisfactory evidence that it had initiated on a prior Business Day a wire transfer of funds to be immediately available on the particular Business Day, in which case such payment (whenever received) shall be deemed received on the particular Business Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be paid by the Administrative Agent to the applicable Lender in immediately available funds on the same day received by the Administrative Agent (provided that payments received by the Administrative Agent after 1:00 p.m, New York time on any Business Day, and all payments received after 11:30 a.m., New York time, on any particular Business Day and of which the Administrative Agent did not receive at least one hour's prior notice, shall be deemed to be received on the next Business Day). All payments shall be made in lawful money of the United States of America. (b) Each Lender shall use its best efforts to keep a record of payments received by it with respect to its Note and, subject to Section 8.6(g), such record shall be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, no Lender shall be liable to any party for any failure to keep such a record. (c) Each payment of any amount payable by the Company or any other Party under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority (other than taxes on income, gross receipts or net worth generally applicable to banks or financial institutions). To the extent that the Company is obligated by applicable Law to make any deduction or withholding on account of taxes, assessments or other charges imposed by any Governmental Agency from any amount payable to any Lender under this Agreement, the Company shall make such deduction or withholding and pay the same to the relevant Governmental Agency and pay such additional amount to that Lender as is necessary to result in that Lender's receiving a net after-tax (or after assessment or after-charge) amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such taxes, assessments or other charges, that Lender shall refund such excess to the Company. (d) Each Lender that is organized outside the United States of America shall promptly, and in any event prior to the due date of any payment by the Company hereunder, deliver to the Company an Internal Revenue Service Form 4224 and any other certificate or statement or exemption required by applicable Laws, properly completed and duly executed by such Lender, to establish that such payment is not subject to withholding under the Code because such payment is effectively connected with the conduct by such Lender of a trade or business in the United States of America. Unless the Company and the Administrative Agent have received such Form or other documents satisfactory to them indicating that payments hereunder or under the Notes are not subject to United States withholding tax, the Company or the Administrative Agent shall withhold taxes from such payments at the applicable statutory rate in the case of payments to or for any Lender organized under the Laws of a jurisdiction outside the United States of America and Section 3.5(c) shall not apply thereto.

Manner and Treatment of Payments. (a) Each payment hereunder with respect to or on the Notes or under any other Loan Document shall be made to the Administrative Agent, at the Administrative Agent's account number 9301035763 at The Chase Manhattan Bank, N.A., (ABA #000-000-000 ref: Geologistics Corporation)Office, for the account of each of the Lenders appropriate Banks or the Administrative AgentIssuing Bank, as the case may be, in immediately available funds not later than 1:00 2:00 p.m., New York time, on the day of payment (which must be a Business Banking Day); PROVIDED, however, that the Company shall provide a minimum of one hour's prior notice of any payments to be made after 11:30 a.m., New York time. All payments received after the deadlines described above 2:00 p.m., New York time, on any particular Business Day and of which the Administrative Agent did not receive at least one hour's prior noticeBanking Day, shall be deemed received on the next succeeding Business Day, unless the Company provide to the Administrative Agent reasonably satisfactory evidence that it had initiated on a prior Business Day a wire transfer of funds to be immediately available on the particular Business Day, in which case such payment (whenever received) shall be deemed received on the particular Business Banking Day. The amount of all payments received by the Administrative Agent for the account of each Lender Bank or Issuing Bank shall be promptly paid by the Administrative Agent to the applicable Lender Bank or the Issuing Bank, as the case may be, in immediately available funds on immediately (b) Prior to the same day occurrence of any Event of Default, each payment or prepayment received by the Administrative Agent on account of any Loan or Competitive Advance shall be applied: (i) To the Notes, pro rata in accordance with the aggregate principal Indebtedness owed to each Bank under the Notes, (ii) Notwithstanding clause (i) above, any payment by a Borrower which is designated as a prepayment of a Competitive Advance Note shall be applied to such Competitive Advance Note, provided that payments received by (A) -------- the consent of the affected Bank to such prepayment has been obtained and (B) the payment of all amounts due with respect to the Loan Documents on the date of such prepayment shall have been provided for to the satisfaction of the Administrative Agent after 1:00 p.m, New York time on any Business Day, and all payments received after 11:30 a.m., New York time, on any particular Business Day and Agent, (iii) Any mandatory prepayment of which the Administrative Agent did not receive at least one hour's prior notice, Loans shall be deemed applied first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans as determined by Administrative Agent, in each case in a manner which minimizes the amount of any payments required to be received on the next Business Daymade by Company pursuant to Section 3.8(c). All payments shall be made in lawful money of the United States of America. (bc) Each Lender Bank shall use its best efforts to keep a record of Advances made by it and payments received by it with respect to its Note Notes and, subject to Section 8.6(g10.6(g), such record shall be presumptive evidence of --------------- the amounts owing. Notwithstanding the foregoing sentence, no Lender Bank shall be liable to any party for any failure to keep such a record. (ci) Each payment of any amount payable by any Borrower to or for the Company or account of any other Party Bank under this Agreement or any other Loan Document and by the Company acting in its capacity as guarantor under Article 11 shall be made free and clear of, and without reduction by reason of, any taxes, assessments Taxes or other charges imposed by any Governmental Agency, central bank or comparable authority (other than taxes on income, gross receipts or net worth generally applicable to banks or financial institutions)Other Taxes. To the extent that a Borrower or the Company acting in its capacity as guarantor under Article 11 is obligated by applicable Law Laws to make any deduction or withholding on account of taxesTaxes or Other Taxes, assessments or other charges imposed by any Governmental Agency from any amount payable to any Lender Bank under this Agreement, the Company such Borrower shall (i) make such deduction or withholding and pay the same to the relevant Governmental Agency and (ii) pay such additional amount to that Lender as is necessary to result in that LenderBank's receiving a net after-tax receiving, after all required deductions (or after assessment or after-chargeincluding deductions applicable to additional sums payable under this Section 3.12(d)) an amount equal to the amount to which that Lender Bank would have been entitled under this Agreement or other Loan Document absent such deduction or withholding. deduction. (ii) If and when receipt of such a payment under this Section 3.12(d) results in an excess payment or credit to that Lender Bank on account of such taxes, assessments the relevant Taxes or other chargesOther Taxes, that Lender Bank shall refund such excess to the Companysuch Borrower. (diii) Each Lender that is Bank organized under the laws of a jurisdiction outside the United States of America shall promptlyStates, and in any event on or prior to the due date Closing Date in the case of any payment by each Bank listed on the Company hereunder, deliver signature pages hereof and on or prior to the Company an date on which it becomes a Bank in the case of each other Bank, but in no event less than ten (10) Banking Days prior to the next succeeding Interest Payment Date, and from time to time thereafter if requested in writing by any Borrower, shall provide any Borrower and the Administrative Agent with Internal Revenue Service Form 4224 and 1001 or 4224, as appropriate, or any other certificate or statement or exemption required successor form prescribed by applicable Lawsthe Internal Revenue Service, properly completed and duly executed by such Lender, to establish certifying that such payment Bank is not subject entitled to benefits under an income tax treaty to which the United States is a party which exempts the Bank from withholding under tax or reduces the Code because rate of withholding tax in payments of interest for the account of such payment Bank or certifying that the income receivable pursuant to this Agreement and the other Loan Documents is effectively connected with the conduct by such Lender of a trade or business in the United States of America. Unless the Company and the Administrative Agent have received such Form States; provided, however that -------- should a Bank, which is otherwise exempt from or other documents satisfactory to them indicating that payments hereunder or under the Notes are not subject to United States a reduced rate of withholding tax, become subject to Taxes because of its failure to deliver a form required hereunder, each Borrower shall take such steps as such Bank shall reasonably request to assist such Bank to recover such Taxes. (iv) For any period with respect to which a Bank has failed to provide the Company Borrower or the Administrative Agent with the appropriate form pursuant to Section 3.12(d)(iii) (unless such failure is due to a change in treaty, law or regulation occurring subsequent to the date on which such form originally was required to be provided), such Bank shall withhold taxes from such payments at not be entitled to indemnification under Section 3.12(d)(i) with respect to Taxes imposed by the applicable statutory rate United States. (v) If a Borrower or the Company acting in the case of payments its capacity as guarantor under Article 11 is required to pay additional amounts to or for the account of any Lender organized under Bank pursuant to this Section 3.12, then such Bank will change the Laws jurisdiction of a jurisdiction outside its applicable lending office if, in the United States judgment of America such Bank, such change (i) will eliminate or reduce any such additional payment that may thereafter accrue and Section 3.5(c(ii) shall is not apply theretootherwise disadvantageous to such Bank.

Manner and Treatment of Payments. (a) All payments to be made by Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. (b) Each payment hereunder with respect (except payments pursuant to Sections 3.9, 3.10, 12.3, 12.11 and 12.22) or on the Notes or under any other Loan Document shall be made to the Administrative Agent, at the Administrative Agent's account number 9301035763 at The Chase Manhattan Bank, N.A., (ABA #000-000-000 ref: Geologistics Corporation)Office, for the account of each of the Lenders or the Administrative Agent, as the case may be, in immediately available funds not later than 1:00 11:00 a.m. (other than payments with respect to Swing Line Loans, which must be received by 3:00 p.m., New York ) (California time, ) on the day of payment (which must be a Business Day); PROVIDED, however, that the Company shall provide a minimum of one hour's prior notice of any payments to be made after 11:30 a.m., New York time. All payments received after the deadlines described above such time, on any particular Business Day and of which the Administrative Agent did not receive at least one hour's prior noticeDay, shall be deemed received on the next succeeding Business Day, unless the Company provide to the Administrative Agent reasonably satisfactory evidence that it had initiated on a prior Business Day a wire transfer of funds to be immediately available on the particular Business Day, in which case such payment (whenever received) shall be deemed received on the particular Business Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds on the same day and, if such payment was received by the Administrative Agent by 11:00 a.m. (provided California time) on a Business Day and not so made available to the account of a Lender on that payments received by Business Day, the Administrative Agent after 1:00 p.m, New York time on any Business Day, and all payments received after 11:30 a.m., New York time, on any particular Business Day and shall reimburse that Lender for the cost to such Lender of which funding the Administrative Agent did not receive amount of such payment at least one hour's prior notice, shall be deemed to be received on the next Business Day)Federal Funds Rate. All payments shall be made in lawful money of the United States of America. (b) Each Lender shall use its best efforts to keep a record America without setoff, counterclaim, recoupment or deduction of payments received by it with respect to its Note and, subject to Section 8.6(g), such record shall be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, no Lender shall be liable to any party for any failure to keep such a recordkind. (c) Unless Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent hereunder, that Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then: (i) if Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to Borrower to the date such amount is recovered by the Administrative Agent (the "Compensation Period") at a rate per annum equal to the Federal Funds Rate from time to time in effect. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender's Advance included in the applicable Advance. If such Lender does not pay such amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent may make a demand therefor upon Borrower, and Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Pro Rata Shares of the Commitments or to prejudice any rights which the Administrative Agent or Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest error. (d) Each payment or prepayment on account of any Loan shall be applied pro rata according to the outstanding Advances made by each Lender comprising such Loan. (e) The Advances made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts and records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error. Any failure to so record or any error in so doing shall not, however, limit or otherwise affect the obligation of the Borrower to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records maintained by the Administrative Agent, the accounts and records maintained by the Administrative Agent shall prevail. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) one or more Notes, which shall evidence such Lender's Loans in addition to such accounts and records. (f) Each payment of any amount payable by the Company Borrower or any other Party under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Government Agency, central bank or comparable authority authority, excluding (other than i) taxes imposed on income, or measured in whole or in part by its overall income or gross receipts or net worth generally applicable to banks or financial institutionsand franchise taxes imposed on it (including United States backup withholding taxes). To the extent that the Company is obligated , by applicable Law to make (A) any deduction or withholding on account of taxes, assessments or other charges imposed by any Governmental Agency from any amount payable to any Lender under this Agreement, the Company shall make such deduction or withholding and pay the same to the relevant Governmental Agency and pay such additional amount to that Lender as is necessary to result in that Lender's receiving a net after-tax jurisdiction (or after assessment or after-chargepolitical subdivision thereof) amount equal to the amount to in which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such taxes, assessments or other charges, that Lender shall refund such excess to the Company. (d) Each Lender that it is organized outside the United States of America shall promptly, and or maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in any event prior to the due date of any payment by the Company hereunder, deliver to the Company an Internal Revenue Service Form 4224 and any other certificate or statement or exemption required by applicable Laws, properly completed and duly executed by such Lender, to establish that such payment which it is not subject to withholding under the Code because such payment is effectively connected with the conduct by such Lender of a trade or business in the United States of America. Unless the Company and the Administrative Agent have received such Form or other documents satisfactory to them indicating that payments hereunder or under the Notes are not subject to United States withholding tax, the Company or the Administrative Agent shall withhold taxes from such payments at the applicable statutory rate in the case of payments to or for any Lender organized under the Laws of a jurisdiction outside the United States of America and Section 3.5(c) shall not apply thereto."doing business,"

Manner and Treatment of Payments. (a) Each payment hereunder with respect to the Domestic Notes or under any other Loan Document (to the extent that the same relate to the Domestic Commitment) shall be made to the Administrative Agent, at the Administrative Agent's account number 9301035763 at The Chase Manhattan Bank, N.A., (ABA #000-000-000 ref: Geologistics CorporationInternational Logistics Limited), for the account of each of the Lenders or the Administrative Agent, as the case may be, in immediately available funds not later than 1:00 p.m., New York time, on the day of payment (which must be a Business Day); PROVIDED, however, that the Company relevant Borrowers shall provide a minimum of one hour's prior notice of any payments to be made after 11:30 a.m., New York time. Each payment hereunder with respect to the UK Note or under any other Loan Document (to the extent that the same relate to the UK Commitment) shall be made to ING Bank, n.v. (London Branch) at an account number designated by ING Bank, n.v., in immediately available funds not later than 12:00 noon, London local time, on the day of payment (which must be a Business Day); PROVIDED, however, that LEP UK shall provide a minimum of one hour's prior notice to ING UK (with a copy to the Administrative Agent) of any payments to be made after 11:00 a.m., London local time. In addition thereto, all collected funds in the UK Collection Account shall, at 12:00 noon, London local time on each Business Day, be credited to the Loans under the UK Note (effective on the same Business Day). ING UK shall provide to the Administrative Agent, on the same Business Day, a report of all payments with respect to the UK Note as aforesaid. All payments received after the deadlines described above on any particular Business Day and of which the Administrative Agent did not receive at least one hour's prior notice, shall be deemed received on the next succeeding Business Day, unless the Company relevant Borrowers provide to the Administrative Agent reasonably satisfactory evidence that it had initiated on a prior Business Day a wire transfer of funds to be immediately available on the particular Business Day, in which case such payment (whenever received) shall be deemed received on the particular Business Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be paid by the Administrative Agent to the applicable Lender in immediately available funds on the same day received by the Administrative Agent (provided that payments received by the Administrative Agent after 1:00 p.m, New York time on any Business Day, and all payments received after 11:30 a.m., New York time, on any particular Business Day and of which the Administrative Agent did not receive at least one hour's prior notice, shall be deemed to be received on the next Business Day). All payments shall be made in lawful money of the United States of America. (b) Each Lender shall use its best efforts to keep a record of Advances made by it and payments received by it with respect to each of its Note Notes and, subject to Section 8.6(g11.6(g), such record shall be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, no Lender shall be liable to any party for any failure to keep such a record. (c) Each payment of any amount payable by the Company Borrowers or any other Party under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority (other than taxes on income, gross receipts or net worth generally applicable to banks or financial institutions). To the extent that the Company any Borrower is obligated by applicable Law to make any deduction or withholding on account of taxes, assessments or other charges imposed by any Governmental Agency from any amount payable to any Lender under this Agreement, the Company that Borrower shall make such deduction or withholding and pay the same to the relevant Governmental Agency and pay such additional amount to that Lender as is necessary to result in that Lender's receiving a net after-tax (or after assessment or after-charge) amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such taxes, assessments or other charges, that Lender shall refund such excess to the Companyrelevant Borrowers. (d) Each Lender that is organized outside the United States of America shall promptly, and in any event prior to the due date of any payment by the Company or the Borrowers hereunder, deliver to the Company an Internal Revenue Service Form 4224 and any other certificate or statement or exemption required by applicable Laws, properly completed and duly executed by such Lender, to establish that such payment is not subject to withholding under the Code because such payment is effectively connected with the conduct by such Lender of a trade or business in the United States of America. Unless the Company and the Administrative Agent have received such Form or other documents satisfactory to them indicating that payments hereunder or under the Notes are not subject to United States withholding tax, the Company or the Administrative Agent shall withhold taxes from such payments at the applicable statutory rate in the case of payments to or for any Lender organized under the Laws of a jurisdiction outside the United States of America and Section 3.5(c3.8(c) shall not apply thereto.

Manner and Treatment of Payments. (a) Each payment hereunder with respect to or on the Notes or under any other Loan Document in Dollars shall be made to the Administrative Agent, at the Administrative Agent's account number 9301035763 at The Chase Manhattan Bank, N.A., (ABA #000-000-000 ref: Geologistics Corporation)’s Office, for the account of each of the Lenders or the Administrative Agent, as the case may beappropriate Banks, in immediately available funds funds, without any set-off or counterclaim, not later than 1:00 2:00 p.m., New York time, on the day of payment (which must be a Business Day); PROVIDED, however, that the Company shall provide a minimum of one hour's prior notice of any payments to be made after 11:30 a.m., New York time. All payments received after the deadlines described above 2:00 p.m., New York time, on any particular Business Day and of which the Administrative Agent did not receive at least one hour's prior noticeDay, shall be deemed received on the next succeeding Business Day, unless the Company provide to the Administrative Agent reasonably satisfactory evidence that it had initiated on a prior Business Day a wire transfer of funds to be immediately available on the particular Business Day, in which case such payment (whenever received) shall be deemed received on the particular Business Day. The amount of all payments received by the Administrative Agent for the account of each Lender Bank shall be promptly paid by the Administrative Agent to the applicable Lender Bank, in immediately available funds on funds. All payments of principal and interest shall be made in Dollars. (b) Prior to the same day occurrence of any Event of Default, each payment or prepayment received by the Administrative Agent (provided that payments received by the Administrative Agent after 1:00 p.m, New York time on account of any Business Day, and all payments received after 11:30 a.m., New York time, on any particular Business Day and of which the Administrative Agent did not receive at least one hour's prior notice, Loan shall be deemed applied to be received on the next Business Day). All payments shall be made Loans, pro rata in lawful money of accordance with the United States of Americaaggregate principal amount thereof owed to each Bank. (bc) Each Lender Bank shall use its best efforts to keep a record of Advances made by it and payments received by it with respect to its Note Loans and, subject to Section 8.6(g11.9(g), such record shall be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, no Lender Bank shall be liable to any party for any failure to keep such a record. (ci) Each payment of any amount payable Any and all payments by the Company Borrower to or for the account of the Administrative Agent or any other Party Bank under this Agreement or any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect thereto (collectively, “Taxes”), excluding, in the case of the Administrative Agent and each Bank, (A) any Taxes imposed on or measured by its overall net income, franchise taxes imposed on it (in lieu of net income Taxes) and branch profits taxes, in each case, (1) imposed by the jurisdiction (or any political subdivision thereof) under the Laws of which the Administrative Agent or such Bank, as the case may be, is organized or maintains a lending office or (2) that are Other Connection Taxes, (B) any Taxes attributable to the Administrative Agent’s or such Bank’s failure or inability to provide the forms set forth in Section 11.25(a), (b) or (c), as applicable, other than as a result of a change in applicable law after the date such Person became a party to this Agreement, (C) United States interest withholding Taxes imposed on amounts payable to or for the account of a Foreign Bank with respect to an applicable interest in a Loan or Commitment pursuant to a Law in effect on the date on which such Foreign Bank becomes a party to this Agreement; provided, however, that, if at the date of the Assignment Agreement pursuant to which a Foreign Bank assignee becomes a party to this Agreement, the assignor (if it had been a Foreign Bank) was entitled to payments under this Section 3.9(d)(i) or (iii) in respect of United States interest withholding Tax paid at such date, then, to such extent, notwithstanding (B) and (C) above, the term Indemnified Taxes shall include (in addition to withholding Taxes that may be imposed in the future or other amounts otherwise includable in Indemnified Taxes) United States interest withholding Tax, if any, applicable with respect to the Foreign Bank assignee on such date and (D) United States federal withholding Taxes imposed under FATCA (all such non-excluded Taxes being hereinafter referred to as “Indemnified Taxes”). If the Borrower or the Administrative Agent shall be required by any Laws to deduct any Taxes from or in respect of any sum payable under any Loan Document to the Administrative Agent or any Bank, as applicable, (i) if such Taxes are Indemnified Taxes, then the sum payable by the Borrower shall be increased as necessary so that after all such required deductions are made (including deductions applicable to additional sums payable under this Section 3.9(d)), each of the Administrative Agent and such Bank 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, (iii) the Borrower or the Administrative Agent, as applicable, shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Laws, and (iv) if the Borrower pays such amount under clause (iii) of this Section 3.9(d)(i),within 30 days after the date of such payment, the Borrower shall furnish to the Administrative Agent (which shall forward the same to such Bank) the original or a certified copy of a receipt evidencing payment thereof (to the extent available). (ii) In addition, the Borrower agrees to pay any and all present or future stamp, court or documentary Taxes and any other excise or property Taxes or charges or similar levies which arise from any payment made under any Loan Document or from the execution, delivery, performance, enforcement or registration of, and without reduction by reason ofor otherwise with respect to, any taxesLoan Document, assessments except any such Taxes imposed as a result of a grant of a participation, designation of a new lending office, transfer or assignment (other than an assignment pursuant to a request by the Borrower under Section 3.16) (hereinafter referred to as “Other Taxes”). (iii) The Borrower agrees to indemnify the Administrative Agent and each Bank for (A) the full amount of Indemnified Taxes and Other Taxes (including any Indemnified Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section 3.9) paid by the Administrative Agent and such Bank and (B) any interest, penalties or additions to tax arising therefrom or with respect thereto, in each case whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Agency. Payment under this Section 3.9(d)(iii) shall be made within 30 days after the date the Bank or the Administrative Agent makes a written demand therefor. (iv) If the Borrower is required to pay additional amounts to or for the account of any Bank pursuant to this Section 3.9, then such Bank will change the jurisdiction of its applicable lending office if, in the judgment of such Bank, such change (A) will eliminate or reduce any such additional payment that may thereafter accrue and (B) is not otherwise disadvantageous to such Bank. (v) If the Administrative Agent or any Bank determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified or reimbursed by the Borrower or, with respect to which the Borrower has paid an additional or indemnification amount hereunder, the Administrative Agent or such Bank shall pay to the Borrower (within thirty (30) days after such Person became aware it received such refund) an amount equal to such refund. In the event such indemnified party is required by the relevant Governmental Agency to repay any portion of such refund, then such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party such portion of any refund previously paid over to such indemnifying party (plus any penalties, interest or other charges imposed by any such Governmental Agency, central bank or comparable authority (other than taxes on income, gross receipts or net worth generally applicable Agency with respect to banks or financial institutionssuch portion of such refund). To Notwithstanding anything to the contrary in this Section 3.9(d)(v), in no event will the Administrative Agent or any Bank be required to pay any amount to the Borrower pursuant to this Section 3.9(d)(v) to the extent that such payment would place the Company is obligated by applicable Law to make any deduction Administrative Agent or withholding on account of taxes, assessments or other charges imposed by any Governmental Agency from any amount payable to any Lender under this Agreement, the Company shall make such deduction or withholding and pay the same to the relevant Governmental Agency and pay such additional amount to that Lender as is necessary to result Bank in that Lender's receiving a less favorable net after-tax (Tax position than the Administrative Agent or after assessment or after-charge) amount equal to the amount to which that Lender such Bank would have been entitled under this Agreement absent in if the indemnification payments or additional amounts giving rise to such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such taxes, assessments or other charges, that Lender shall refund such excess to the Companyhad never been paid. (d) Each Lender that is organized outside the United States of America shall promptly, and in any event prior to the due date of any payment by the Company hereunder, deliver to the Company an Internal Revenue Service Form 4224 and any other certificate or statement or exemption required by applicable Laws, properly completed and duly executed by such Lender, to establish that such payment is not subject to withholding under the Code because such payment is effectively connected with the conduct by such Lender of a trade or business in the United States of America. Unless the Company and the Administrative Agent have received such Form or other documents satisfactory to them indicating that payments hereunder or under the Notes are not subject to United States withholding tax, the Company or the Administrative Agent shall withhold taxes from such payments at the applicable statutory rate in the case of payments to or for any Lender organized under the Laws of a jurisdiction outside the United States of America and Section 3.5(c) shall not apply thereto.

Manner and Treatment of Payments. (a) Each payment hereunder with respect (except payments pursuant to Sections 3.7, 3.8, 11.3, 11.11 and 11.22) or on the Notes Notes, on the Swing Line Documents or under any other Loan Document shall be made to the Administrative Agent, at the Administrative Agent's account number 9301035763 at The Chase Manhattan Bank, N.A., (ABA #000-000-000 ref: Geologistics Corporation)Office, for the account of each of the Lenders or the Administrative Agent, as the case may be, in immediately available funds not later than 1:00 p.m., New York time, 11:00 a.m. on the day of payment (which must be a Business Banking Day); PROVIDED, however, that the Company shall provide a minimum of one hour's prior notice of any payments to be made after 11:30 a.m., New York time. All payments received after the deadlines described above 11:00 a.m. on any particular Business Day and of which the Administrative Agent did not receive at least one hour's prior noticeBanking Day, shall be deemed received on the next succeeding Business Day, unless the Company provide to the Administrative Agent reasonably satisfactory evidence that it had initiated on a prior Business Day a wire transfer of funds to be immediately available on the particular Business Day, in which case such payment (whenever received) shall be deemed received on the particular Business Banking Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds on the same day and, if such payment was received by the Administrative Agent (provided by 11:00 a.m. on a Banking Day and not so made available to the account of a Lender on that payments received by Banking Day, the Administrative Agent after 1:00 p.m, New York time on any Business Day, and all payments received after 11:30 a.m., New York time, on any particular Business Day and shall reimburse that Lender for the cost to such Lender of which funding the Administrative Agent did not receive amount of such payment at least one hour's prior notice, shall be deemed to be received on the next Business Day)Federal Funds Rate. All payments shall be made in lawful money of the United States of America. (b) Each payment or prepayment on account of any Loan (other than Swing Line Advances) shall be applied pro rata according to the outstanding Advances made by each Lender comprising such Loan. (c) Each Lender shall use its best efforts to keep a record of Advances made by it and payments received by it with respect to each of its Note Notes and, subject to Section 8.6(g10.6(g), such record shall shall, as against Borrower, be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, no Lender shall be liable to any party Obligor for any failure to keep such a record. (cd) Each payment of any amount payable by the Company Borrower or any other Party Obligor under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority authority, EXCLUDING, in the case of each Lender, the Administrative Agent and each Eligible Assignee, and any Affiliate or LIBOR Office thereof, (i) taxes imposed on or measured in whole or in part by its overall net income, gross income or gross receipts or capital and franchise taxes imposed on it, (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America (other than withholding taxes and taxes based on incomegross income resulting from or attributable to any change in any law, rule or regulation or any change in the interpretation or administration of any law, rule or regulation by any Governmental Agency) or (iii) any withholding taxes or other taxes based on gross receipts income imposed by the United States of America for any period with respect to which it has failed to provide Borrower with the appropriate form or net worth generally forms required by Section 11.21, to the extent such forms are then required by applicable Laws (all such non-excluded taxes, assessments or other charges being hereinafter referred to banks or financial institutionsas "Taxes"). To the extent that the Company Borrower is obligated by applicable Law Laws to make any deduction or withholding on account of taxes, assessments or other charges imposed by any Governmental Agency Taxes from any amount payable to any Lender under this Agreement, the Company Borrower shall (i) make such deduction or withholding and pay the same to the relevant Governmental Agency and (ii) pay such additional amount to that Lender as is necessary to result in that Lender's receiving a net after-tax (or after assessment or after-charge) Tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such taxes, assessments or other chargesTaxes, that Lender shall promptly refund such excess to the CompanyBorrower. (d) Each Lender that is organized outside the United States of America shall promptly, and in any event prior to the due date of any payment by the Company hereunder, deliver to the Company an Internal Revenue Service Form 4224 and any other certificate or statement or exemption required by applicable Laws, properly completed and duly executed by such Lender, to establish that such payment is not subject to withholding under the Code because such payment is effectively connected with the conduct by such Lender of a trade or business in the United States of America. Unless the Company and the Administrative Agent have received such Form or other documents satisfactory to them indicating that payments hereunder or under the Notes are not subject to United States withholding tax, the Company or the Administrative Agent shall withhold taxes from such payments at the applicable statutory rate in the case of payments to or for any Lender organized under the Laws of a jurisdiction outside the United States of America and Section 3.5(c) shall not apply thereto.

Manner and Treatment of Payments. (a) Each payment hereunder with respect to or on the Notes or under any other Loan Document shall be made to the Administrative Agent, at the Administrative Agent's account number 9301035763 at The Chase Manhattan Bank, N.A., (ABA #000-000-000 ref: Geologistics Corporation)’s Office, for the account of each of the Lenders or the Administrative Agent, as the case may be, in immediately available funds not later than 1:00 p.m., New York time, 12:00 p.m. on the day of payment (which must be a Business Day); PROVIDED, however, that the Company shall provide a minimum of one hour's prior notice of any payments to be made after 11:30 a.m., New York time. All payments received after the deadlines described above 12:00 p.m. on any particular Business Day and of which the Administrative Agent did not receive at least one hour's prior noticeDay, shall be deemed received on the next succeeding Business Day, unless the Company provide to the Administrative Agent reasonably satisfactory evidence that it had initiated on a prior Business Day a wire transfer of funds to be immediately available on the particular Business Day, in which case such payment (whenever received) shall be deemed received on the particular Business Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds on the same day and, if such payment was received by the Administrative Agent (provided by 12:00 p.m. on a Business Day and not so made available to the account of a Lender on that payments received by Business Day, the Administrative Agent after 1:00 p.m, New York time on any Business Day, and all payments received after 11:30 a.m., New York time, on any particular Business Day and shall reimburse that Lender for the cost to such Lender of which funding the Administrative Agent did not receive amount of such payment at least one hour's prior notice, shall be deemed to be received on the next Business Day)Federal Funds Rate. All payments shall be made in lawful money of the United States of America. (b) Each payment or prepayment on account of any Loan shall be applied pro rata according to the outstanding Advances made by each Lender comprising such Loan. (c) Each Lender shall use its best efforts to keep a record of Advances made by it and payments received by it with respect to each of its Note Notes and, subject to Section 8.6(g10.6(g), such record shall shall, as against Borrower, be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, no Lender shall be liable to any party Obligor for any failure to keep such a record. (cd) Each payment of any amount payable by the Company Borrower or any other Party Obligor under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority authority, excluding, in the case of each Lender, the Administrative Agent and each Eligible Assignee, and any Affiliate or LIBOR Office thereof, (i) taxes imposed on or measured in whole or in part by its overall net income, gross income or gross receipts or capital and franchise taxes imposed on it, (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America (other than withholding taxes and taxes based on incomegross income resulting solely from or attributable to any change in any law, rule or regulation or any change in the interpretation or administration of any law, rule or regulation by any Governmental Agency) or (iii) any withholding taxes or other taxes based on gross receipts income imposed by the United States of America for any period with respect to which it has failed to provide Borrower with the appropriate form or net worth generally forms required by Section 11.21, to the extent such forms are then required by applicable Laws (all such non-excluded taxes, assessments or other charges being hereinafter referred to banks or financial institutionsas “Taxes”). To the extent that the Company Borrower is obligated by applicable Law Laws to make any deduction or withholding on account of taxes, assessments or other charges imposed by any Governmental Agency Taxes from any amount payable to any Lender under this Agreement, the Company Borrower shall (i) make such deduction or withholding and pay the same to the relevant Governmental Agency and (ii) pay such additional amount to that Lender as is necessary to result in that Lender's ’s receiving a net after-tax (or after assessment or after-charge) Tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such taxes, assessments or other chargesTaxes, that Lender shall promptly refund such excess to the CompanyBorrower. (d) Each Lender that is organized outside the United States of America shall promptly, and in any event prior to the due date of any payment by the Company hereunder, deliver to the Company an Internal Revenue Service Form 4224 and any other certificate or statement or exemption required by applicable Laws, properly completed and duly executed by such Lender, to establish that such payment is not subject to withholding under the Code because such payment is effectively connected with the conduct by such Lender of a trade or business in the United States of America. Unless the Company and the Administrative Agent have received such Form or other documents satisfactory to them indicating that payments hereunder or under the Notes are not subject to United States withholding tax, the Company or the Administrative Agent shall withhold taxes from such payments at the applicable statutory rate in the case of payments to or for any Lender organized under the Laws of a jurisdiction outside the United States of America and Section 3.5(c) shall not apply thereto.

Manner and Treatment of Payments. (a) Each Except as set forth in the next sentence, each payment hereunder with respect to or on the Notes or under any other Loan Document in Dollars shall be made to the Administrative Agent, at the Administrative Agent's account number 9301035763 at The Chase Manhattan Bank, N.A., (ABA #000-000-000 ref: Geologistics Corporation)Office, for the account of each of the Lenders appropriate Banks or the Administrative AgentIssuing Bank, as the case may be, in immediately available funds funds, without any set-off or counterclaim, not later than 1:00 2:00 p.m., New York time, on the day of payment (which must be a Business Banking Day); PROVIDED, however, that . Each Borrower shall make each payment hereunder with respect to amounts denominated in the Company shall provide a minimum Alternative Currency not later than 2:00 p.m. (local time) (at the Alternative Currency Payment Office) on the day when due in such currency to the Administrative Agent in same day funds by deposit of one hoursuch funds to the Administrative Agent's prior notice of any payments to be made after 11:30 a.m., New York timeaccount maintained at the Alternative Currency Payment Office. All payments received after 2:00 p.m., New York time or local time (as the deadlines described above case may be), on any particular Business Day and of which the Administrative Agent did not receive at least one hour's prior noticeBanking Day, shall be deemed received on the next succeeding Business Day, unless the Company provide to the Administrative Agent reasonably satisfactory evidence that it had initiated on a prior Business Day a wire transfer of funds to be immediately available on the particular Business Day, in which case such payment (whenever received) shall be deemed received on the particular Business Banking Day. The amount of all payments received by the Administrative Agent for the account of each Lender Bank or Issuing Bank shall be promptly paid by the Administrative Agent to the applicable Lender Bank or the Issuing Bank, as the case may be, in immediately available funds on funds. All payments of principal and interest shall be made in the same day currency of the applicable Advance. All other payments shall be made in Dollars. (b) Prior to the occurrence of any Event of Default, each payment or prepayment received by the Administrative Agent (provided that payments received by the Administrative Agent after 1:00 p.m, New York time on account of any Business Day, and all payments received after 11:30 a.m., New York time, on any particular Business Day and of which the Administrative Agent did not receive at least one hour's prior notice, Loan shall be deemed applied: (i) To the Loans, pro rata in accordance with the aggregate principal amount thereof owed to each Bank, (ii) Any mandatory prepayment of Loans shall be applied first to Base Rate Advances to the full extent thereof before application to EURO Rate Advances as determined by Administrative Agent, in each case in a manner which minimizes the amount of any payments required to be received on the next Business Daymade by Company pursuant to Section 3.8(c). All payments shall be made in lawful money of the United States of America. (bc) Each Lender Bank shall use its best efforts to keep a record of Advances made by it and payments received by it with respect to its Note Loans and, subject to Section 8.6(g10.6(g), such record shall be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, no Lender Bank shall be liable to any party for any failure to keep such a record. (ci) Each payment Any and all payments by any Borrower to or for the account of any amount payable by the Company Administrative Agent or any other Party Bank under this Agreement or any other Loan Document and by the Company acting in its capacity as guarantor under Article 11 shall be made free and clear ofof and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and without reduction all liabilities with respect thereto, excluding, in the case of the Administrative Agent and each Bank, taxes imposed on or measured by reason ofits overall net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which the Administrative Agent or such Bank, as the case may be, is organized or maintains a lending office and, if the forms provided by a Foreign Bank pursuant to Section 13.27(a) at the time such Foreign Bank first becomes a party to this Agreement indicate a United States interest withholding tax rate in excess of zero, withholding tax at such rate shall be considered excluded from Taxes unless and until such Foreign Bank provides new forms certifying that a lesser rate applies, whereupon withholding tax at such lesser rate only shall be considered excluded from Taxes for periods governed by such forms (all such non-excluded taxes, assessments duties, levies, imposts, deductions, assessments, fees, withholdings or other charges imposed similar charges, and liabilities being hereinafter referred to as "TAXES"). If any Borrower or the Company acting in its capacity as guarantor under Article 11 shall be required by any Governmental AgencyLaws to deduct any Taxes from or in respect of any sum payable under any Loan Document to the Administrative Agent or any Bank, central bank or comparable authority (other than taxes on income, gross receipts or net worth generally i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to banks or financial institutions). To the extent that the Company is obligated by applicable Law to make any deduction or withholding on account of taxes, assessments or other charges imposed by any Governmental Agency from any amount additional sums payable to any Lender under this AgreementSection 3.12(d)), each of the Administrative Agent and such Bank receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower or the Company shall make such deduction deductions, (iii) such Borrower or withholding the Company shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Laws, and pay (iv) within 30 days after the date of such payment, such Borrower or the Company shall furnish to the Administrative Agent (which shall forward the same to such Bank) the original or a certified copy of a receipt evidencing payment thereof (to the extent available). (ii) In addition, any Borrower or the Company acting in its capacity as guarantor under Article 11 agrees to pay any and all present or future stamp, court or documentary taxes and any other excise or property taxes or charges or similar levies which arise from any payment made under any Loan Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Loan Document (hereinafter referred to as "OTHER TAXES"). (iii) If any Borrower or the Company acting in its capacity as guarantor under Article 11 shall be required to deduct or pay any Taxes or Other Taxes from or in respect of any sum payable under any Loan Document to the Administrative Agent or any Bank, such Borrower or the Company shall also pay to the Administrative Agent or to such Bank, as the case may be, at the time interest is paid, such additional amount that the Administrative Agent or such Bank specifies is necessary to preserve the after-tax yield (after factoring in all taxes, including taxes imposed on or measured by net income) that the Administrative Agent or such Bank would have received if such Taxes or Other Taxes had not been imposed. (iv) Each Borrower and the Company acting in its capacity as guarantor under Article 11 agrees to indemnify the Administrative Agent and each Bank for (i) the full amount of Taxes and Other Taxes (including any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section 3.12) paid by the Administrative Agent and such Bank, (ii) amounts payable under Section 3.12(d)(iii) and (iii) any liability (including additions to tax, penalties, interest and expenses) arising therefrom or with respect thereto, in each case whether or not such Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Agency and pay such additional amount to that Lender as is necessary to result in that Lender's receiving a net after-tax (or after assessment or after-charge) amount equal to the amount to which that Lender would have been entitled Agency. Payment under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such taxes, assessments or other charges, that Lender Section 3.12(d)(iv) shall refund such excess to be made within 30 days after the Company. (d) Each Lender that is organized outside date the United States of America shall promptly, and in any event prior to the due date of any payment by the Company hereunder, deliver to the Company an Internal Revenue Service Form 4224 and any other certificate or statement or exemption required by applicable Laws, properly completed and duly executed by such Lender, to establish that such payment is not subject to withholding under the Code because such payment is effectively connected with the conduct by such Lender of a trade or business in the United States of America. Unless the Company and the Administrative Agent have received such Form or other documents satisfactory to them indicating that payments hereunder or under the Notes are not subject to United States withholding tax, the Company Bank or the Administrative Agent shall withhold taxes from such payments at makes a demand therefor. (v) If a Borrower or the applicable statutory rate Company acting in the case of payments its capacity as guarantor under Article 11 is required to pay additional amounts to or for the account of any Lender organized under Bank pursuant to this Section 3.12, then such Bank will change the Laws jurisdiction of a jurisdiction outside its applicable lending office if, in the United States judgment of America such Bank, such change (i) will eliminate or reduce any such additional payment that may thereafter accrue and Section 3.5(c(ii) shall is not apply theretootherwise disadvantageous to such Bank.

Manner and Treatment of Payments. (a) Each payment hereunder with respect (except payments pursuant to Sections 3.7, 3.8, 11.3, 11.11 and 11.22) or on the Notes or under any other Loan Document shall be made to the Administrative Agent, at the Administrative Agent's account number 9301035763 at The Chase Manhattan Bank, N.A., (ABA #000-000-000 ref: Geologistics Corporation)Office, for the account of each of the Lenders or the Administrative Agent, as the case may be, in immediately available funds not later than 1:00 12:00 noon (other than payments with respect to Swing Line Loans, which must be paid directly to the Swing Line Lender and received by 3:00 p.m.), New York Los Angeles time, on the day of payment (which must be a Business Day); PROVIDED, however, that the Company shall provide a minimum of one hour's prior notice of any payments to be made after 11:30 a.m., New York time. All payments received after the deadlines described above such time, on any particular Business Day and of which the Administrative Agent did not receive at least one hour's prior noticeDay, shall be deemed received on the next succeeding Business Day, unless the Company provide to the Administrative Agent reasonably satisfactory evidence that it had initiated on a prior Business Day a wire transfer of funds to be immediately available on the particular Business Day, in which case such payment (whenever received) shall be deemed received on the particular Business Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds on the same day and, if such payment was received by the Administrative Agent (provided by 12:00 noon, Los Angeles time, on a Business Day and not so made available to the account of a Lender on that payments received by Business Day, the Administrative Agent after 1:00 p.m, New York time on any Business Day, and all payments received after 11:30 a.m., New York time, on any particular Business Day and shall reimburse that Lender for the cost to such Lender of which funding the Administrative Agent did not receive amount of such payment at least one hour's prior notice, shall be deemed to be received on the next Business Day)Federal Funds Rate. All payments shall be made in lawful money of the United States of America. (b) Each payment or prepayment on account of any Loan shall be applied pro rata according to the outstanding Advances made by each Lender comprising such Loan. (c) Each Lender shall use its best efforts to keep a record (which may be in tangible or electronic or other intangible form) of Advances made by it and payments received by it with respect to each of its Note and, subject to Section 8.6(g), Notes and such record shall shall, as against Borrower and the Co-Borrowers, be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, no the failure by any Lender shall be liable to any party for any failure to keep such a recordrecord shall not affect Borrower's and the Co-Borrowers' joint and several obligations to pay the Obligations. (cd) Each payment of any amount payable by the Company Borrower or any other Party under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority authority, excluding (other than i) taxes imposed on or measured in whole or in part by overall net income, gross receipts income or net worth generally applicable to banks or financial institutions). To the extent that the Company is obligated by applicable Law to make any deduction or withholding gross receipts, (ii) franchise taxes imposed on account of taxes, assessments or other charges imposed by any Governmental Agency from any amount payable to any Lender under this Agreement, the Company shall make such deduction or withholding and pay the same to the relevant Governmental Agency and pay such additional amount to that Lender as is necessary to result in that Lender's receiving a net after-tax by (A) any jurisdiction (or after assessment or after-chargepolitical subdivision thereof) amount equal to the amount to in which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such taxes, assessments or other charges, that Lender shall refund such excess to the Company. (d) Each Lender that it is organized outside the United States of America shall promptly, and or maintains its principal office or LIBOR Lending Office or (B) any jurisdiction (or political subdivision thereof) in any event prior to the due date of any payment by the Company hereunder, deliver to the Company an Internal Revenue Service Form 4224 and any other certificate or statement or exemption required by applicable Laws, properly completed and duly executed by such Lender, to establish that such payment which it is not subject to withholding under the Code because such payment is effectively connected with the conduct by such Lender of a trade or business in the United States of America. Unless the Company and the Administrative Agent have received such Form or other documents satisfactory to them indicating that payments hereunder or under the Notes are not subject to United States withholding tax, the Company or the Administrative Agent shall withhold taxes from such payments at the applicable statutory rate in the case of payments to or for any Lender organized under the Laws of a jurisdiction outside the United States of America and Section 3.5(c) shall not apply thereto."doing business,"