Common use of Net Payments; Application Clause in Contracts

Net Payments; Application. (a) All payments hereunder and under the Loan Documents (including, without limitation, repayments and prepayments pursuant to Section 2) shall be made by Borrower to Agent, except as otherwise provided in Section 5.1 in freely transferable U.S. dollars, and in same day funds at the Closing Office without setoff or counterclaim and in such amounts as may be necessary in order that all such payments (after (i) withholding for or on account of any present or future taxes, levies, imposts, duties or other similar charges of whatsoever nature imposed on the amounts described above by any government or any political subdivision or taxing authority thereof, other than any tax (other than such taxes referred to in clause (ii) below) imposed on a Lender pursuant to the income tax laws of the jurisdiction where such Lender's principal or lending office or offices are located (collectively, the "Taxes") and (ii) deduction of an amount equal to any taxes on or measured by the net income payable to such Lender with respect to the amount by which the payments required to be made by this Section 5.4 exceed the amount otherwise specified to be paid under this Agreement and the Notes) shall not be less than the amounts otherwise specified to be paid under this Agreement and the Notes. With respect to each such deduction or withholding imposed in respect of any payment by or on behalf of Borrower, Borrower shall promptly (and in no event later than 30 days thereafter) furnish to Agent such certificates, receipts and other documents as may be required to establish any tax credit, exemption or reduction in rate to which any Lender or holder of a Note may be entitled. Each Lender, other than a Lender organized and existing under the laws of the United States of America or any political subdivision thereof, agrees to furnish Borrower, as soon as practicable after any written request of Borrower to such effect, any executed form reasonably requested by Borrower such as IRS Form W-8BEN or W-8ECI, and any other applicable form as to such Lender's entitlement, if any, to exemption from, or a reduced rate of, or its subjection to, United States withholding tax on amounts payable to it hereunder by Borrower or under the Notes of Borrower and each such Lender undertakes to use its best efforts promptly to notify Borrower of any material change in any information, statement or form so furnished to Borrower; provided, however, that any failure on the part of any Lender to furnish any such information, statements or forms shall in no way affect the obligations of Borrower or the rights of any Lender under the terms of this Agreement or of the Notes.

Net Payments; Application. (a) All payments hereunder and under the Loan Documents (including, without limitation, repayments and prepayments pursuant to Section 2) shall be made by the Borrower to Agent, except as otherwise provided in Section 5.1 the Agent in freely transferable U.S. dollars, dollars and in same day funds at the Closing Office without setoff or counterclaim and in such amounts as may be necessary in order that all such payments (after (i) withholding for or on account of any present or future taxes, levies, imposts, duties or other similar charges of whatsoever nature imposed on the amounts described above by any government or any political subdivision or taxing authority thereof, other than any tax (other than such taxes referred to in clause (ii) below) imposed on a Lender pursuant to the income tax laws of the jurisdiction where such Lender's principal or lending office or offices are located (collectively, the "Taxes") and (ii) deduction of an amount equal to any taxes on or measured by the net income payable to such Lender with respect to the amount by which the payments required to be made by this Section 5.4 5.2 exceed the amount otherwise specified to be paid under this Agreement and the Notes) shall not be less than the amounts otherwise specified to be paid under this Agreement and the Notes. With respect to each such deduction or withholding imposed in respect of any payment by or on behalf of the Borrower, the Borrower shall promptly (and in no event later than 30 days thereafter) furnish to the Agent such certificates, receipts and other documents as may be required to establish any tax credit, exemption or reduction in rate to which any Lender or holder of a Note may be entitled. Each Lender, other than a Lender organized and existing under the laws of the United States of America or any political subdivision thereof, agrees to furnish the Borrower, as soon as practicable after any written request of the Borrower to such effect, any executed form reasonably requested by the Borrower such as IRS Form W-8BEN or W-8ECI, and any other applicable form as to such Lender's entitlement, if any, to exemption from, or a reduced rate of, or its subjection to, United States withholding tax on amounts payable to it hereunder by the Borrower or under the Notes of the Borrower and each such Lender undertakes to use its best efforts promptly to notify the Borrower of any material change in any information, statement or form so furnished to the Borrower; provided, however, that any failure on the part of any Lender to furnish any such information, statements or forms shall in no way affect the obligations of the Borrower or the rights of any Lender under the terms of this Agreement or of the Notes.

Net Payments; Application. (a) All payments hereunder and under the Loan Documents Term Notes (including, without limitation, repayments and prepayments pursuant to Section 2) shall be made by the Borrower to Agent, except as otherwise provided in Section 5.1 the Agent in freely transferable U.S. dollars, dollars and in same day funds at the Closing Office without setoff or counterclaim and in such amounts as may be necessary in order that all such payments (after (i) withholding for or on account of any present or future taxes, levies, imposts, duties or other similar charges of whatsoever nature imposed on the amounts described above by any government or any political subdivision or taxing authority thereof, other than any tax (other than such taxes referred to in clause (ii) below) imposed on a Lender pursuant to the income tax laws of the jurisdiction where such Lender's principal or lending office or offices are located (collectively, the "Taxes") and (ii) deduction of an amount equal to any taxes on or measured by the net income payable to such Lender with respect to the amount by which the payments required to be made by this Section 5.4 5.2 exceed the amount otherwise specified to be paid under this Agreement and the Term Notes) shall not be less than the amounts otherwise specified to be paid under this Agreement and the Term Notes. With respect to each such deduction or withholding imposed in respect of any payment by or on behalf of the Borrower, the Borrower shall promptly (and in no event later than 30 days thereafter) furnish to the Agent such certificates, receipts and other documents as may be required to establish any tax credit, exemption or reduction in rate to which any Lender or holder of a Term Note may be entitled. Each Lender, other than a Lender organized and existing under the laws of the United States of America or any political subdivision thereof, agrees to furnish the Borrower, as soon as practicable after any written request of the Borrower to such effect, any executed form reasonably requested by the Borrower such as IRS Form W-8BEN or W-8ECI, and any other applicable form as to such Lender's entitlement, if any, to exemption from, or a reduced rate of, or its subjection to, United States withholding tax on amounts payable to it hereunder by the Borrower or under the Term Notes of Borrower and each such Lender undertakes to use its best efforts promptly to notify the Borrower of any material change in any information, statement or form so furnished to the Borrower; provided, however, that any failure on the part of any Lender to furnish any such information, statements or forms shall in no way affect the obligations of the Borrower or the rights of any Lender under the terms of this Agreement or of the Term Notes. Notwithstanding the foregoing, in the event any Lender fails to furnish any such information, statements or forms to the Borrower, the Borrower shall only pay to such Lender such amounts under this Agreement and the Term Notes as are due without those additions described in clauses (i) and (ii) above that would not have been required had such information, statements or forms been provided in a timely fashion. As promptly as practicable after any Lender becomes aware of the existence or occurrence of an event giving rise to the imposition of United States withholding tax upon amounts payable to it hereunder by the Borrower or under the Term Notes, such Lender shall use its best efforts to transfer its Term Loans to another office of such Lender with a view to avoiding or mitigating the consequences of such tax. If any Lender determines that it is unable to effect such transfer on or before the thirtieth day after the date such Lender becomes aware of the existence or occurrence of an event giving rise to the imposition of United States withholding tax, such Lender shall promptly give notice of such determination to the the Borrower. If the Borrower receives notice of such determination from such Lender, the Borrower may, by notice to such Lender, indicate its intention to prepay the Term Loans owed by it in full (but with all interest accrued to the date of prepayment on the Term Loans and all other amounts then payable to such Lender hereunder) on the tenth Business Day after the date of such notice of intention. On or before the tenth day after receipt of any such notice of intention, such Lender may, by notice to the Borrower, irrevocably elect to receive payments hereunder reduced by the amount of such withholding. If such an election is so made, the Borrower (i) shall cease to be under any further obligation to pay any such additional amount in respect of such withholding and (ii) shall cease to be entitled so to prepay the Term Loan by virtue of being required to make such withholding. Any Lender which is or becomes subject to such withholding tax agrees to use its best efforts to provide to the the Borrower with an affidavit, within 30 days after such Lender files its tax return, setting forth the amount of any tax credit it received with respect thereto.

Net Payments; Application. (a) All payments hereunder and under the other Loan Documents (including, without limitation, prepayments and repayments and prepayments pursuant to Section 2) shall be made by Borrower the Borrowers to Agentthe Bank in immediately available, except as otherwise provided in Section 5.1 in freely transferable U.S. dollarstransferable, and in freely convertible same day funds Dollars at the Closing Office without setoff or counterclaim and in such amounts as may be necessary in order that all such payments (after (i) withholding for or on account of any present or future taxes, levies, imposts, duties or other similar charges of whatsoever nature imposed on the amounts described above by any government or any political subdivision or taxing authority thereof, other than any tax (other than such taxes referred to in clause (ii) below) imposed on a Lender the Bank pursuant to the income tax laws of the jurisdiction where such Lenderthe Bank's principal or lending office or offices are located (collectively, the "Taxes") and (ii) deduction of an amount equal to any taxes on or measured by the net income payable to such Lender the Bank with respect to the amount by which the payments required to be made by this Section 5.4 5.2 exceed the amount otherwise specified to be paid under this Agreement and the NotesNote) shall not be less than the amounts otherwise specified to be paid under this Agreement and the NotesNote. With respect to each such deduction or withholding imposed in respect of any payment by or on behalf of Borrowerwithholding, Borrower the Borrowers shall promptly (and in no event later than 30 days thereafter) furnish to Agent the Bank such certificates, receipts and other documents as may be required to establish any tax credit, exemption or reduction in rate to which the Bank or any Lender or holder of a Note may be entitled. Each LenderThe Bank, other than not being a Lender bank organized and existing under the laws of the United States of America or any political subdivision thereof, agrees to furnish Borrowerthe Borrowers, as soon as practicable after any written request of Borrower the Borrowers to such effect, any executed form reasonably requested by Borrower the Borrowers such as IRS Form W-8BEN or W-8ECI, and any other applicable form as to such Lenderthe Bank's entitlement, if any, to exemption from, or a reduced rate of, or its subjection to, United States to withholding tax on amounts payable to it hereunder by Borrower or under the Notes of Borrower Note and each such Lender the Bank undertakes to use its best efforts promptly to notify Borrower the Borrowers of any material change in any information, statement or form so furnished to Borrowerthe Borrowers; provided, however, that any failure on the part of any Lender the Bank to furnish any such information, statements or forms shall in no way affect the obligations of Borrower or the rights of any Lender under the terms of this Agreement or of the NotesNote. Notwithstanding the foregoing, in the event the Bank fails to furnish any such information, statements or forms, the Borrowers shall only pay to the Bank such amounts under this Agreement and the Note as are due without those additions described in clauses (i) and (ii) above that would not have been required had such information, statements or forms been provided in a timely fashion. As promptly as practicable after the Bank becomes aware of the existence or occurrence of an event giving rise to the imposition of withholding tax upon amounts payable to it hereunder or under the Note, the Bank shall use its best efforts to transfer its Loans or Commitment to another office of the Bank with a view to avoiding or mitigating the consequences of such tax. If the Bank determines that it is unable to effect such transfer on or before the thirtieth day after the date the Bank becomes aware of the existence or occurrence of an event giving rise to the imposition of withholding tax, the Bank shall promptly give notice of such determination to the Borrowers. If either Borrower receives notice of such determination from the Bank, the Borrowers may, by notice to the Bank, indicate their intention to prepay the affected Loan in full (but with all premiums, if any, provided for in this Agreement and with interest accrued to the date of prepayment on such Loan and all other amounts then payable to the Bank hereunder) on the tenth Business Day after the date of such notice of intention. On or before the tenth day after receipt of any such notice of intention, the Bank may, by notice to the Borrowers, irrevocably elect to receive payments hereunder reduced by the amount of such withholding. If such an election is so made, the Borrowers (i) shall cease to be under any further obligation to pay any such additional amount in respect of such withholding and (ii) shall cease to be entitled so to prepay the Loan by virtue of being required to make such withholding. If the Bank has become subject to such withholding tax, it shall use its best efforts to provide the Borrowers with an affidavit, within 30 days after the Bank files its tax return, setting forth the amount of any tax credit it received with respect thereto.

Net Payments; Application. (a) All payments hereunder and under the Loan Documents Notes (including, without limitation, repayments and prepayments pursuant to Section 2) shall be made by the Borrower to Agent, except as otherwise provided in Section 5.1 the Agent in freely transferable U.S. dollars, dollars and in same day funds at the Closing Office without setoff or counterclaim and in such amounts as may be necessary in order that all such payments (after (i) withholding for or on account of any present or future taxes, levies, imposts, duties or other similar charges Taxes of whatsoever nature imposed on the amounts described above by any government or any political subdivision or taxing authority thereof, other than any tax taxes (other than such taxes referred to in clause (ii) below) to the extent that they are imposed on the net income of a Lender Bank pursuant to the income tax laws of the taxing jurisdiction where such LenderBank's principal or lending office or offices are located (collectively, the "Taxes") and (ii) deduction of an amount equal to any taxes Taxes on or measured by the net income payable to such Lender Bank with respect to the amount by which the payments required to be made by this Section 5.4 5.2 exceed the amount otherwise specified to be paid under this Agreement and the Notes) shall not be less than the amounts otherwise specified to be paid under this Agreement and the Notes. With respect to each such deduction or withholding imposed in respect of any payment by or on behalf of Borrowerwithholding, the Borrower shall promptly (and in no event later than 30 days thereafter) furnish to the Agent such certificates, receipts and other documents as may be required to establish any tax credit, exemption or reduction in rate to which any Lender Bank or holder of a Note may be entitled. Each LenderBank, other than a Lender Bank organized and existing under the laws of the United States of America or any political subdivision thereof, agrees to furnish the Borrower, as soon as practicable after any written request of the Borrower to such effect, any executed form reasonably requested by the Borrower such as IRS Form W-8BEN 4224 or W-8ECI1001, and any other applicable form as to such LenderBank's entitlement, if any, to exemption from, or a reduced rate of, or its subjection to, United States withholding tax on amounts payable to it hereunder by Borrower or under the Notes of Borrower and each such Lender Bank undertakes to use its best efforts promptly to notify the Borrower of any material change in any information, statement or form so furnished to the Borrower; providedPROVIDED, howeverHOWEVER, that any failure on the part of any Lender Bank to furnish any such information, statements or forms shall in no way affect the obligations of the Borrower or the rights of any Lender Bank under the terms of this Agreement or of the Notes. Notwithstanding the foregoing, in the event any Bank fails to furnish any such information, statements or forms, the Borrower shall only pay to such Bank such amounts under this Agreement and the Notes as are due without those additions described in clauses (i) and (ii) above that would not have been required had such information, statements or forms been provided in a timely fashion. As promptly as practicable after any Bank becomes aware of the existence or occurrence of an event giving rise to the imposition of United States withholding tax upon amounts payable to it hereunder or under the Notes, such Bank shall use its best efforts to transfer its Revolving Credit Loan Commitment or Loans to another office of such Bank with a view to avoiding or mitigating the consequences of such tax. If any Bank determines that it is unable to effect such transfer on or before the thirtieth day after the date such Bank becomes aware of the existence or occurrence of an event giving rise to the imposition of United States withholding tax, such Bank shall promptly give notice of such determination to the Borrower. If the Borrower receives notice of such determination from such Bank, the Borrower may, by notice to such Bank, indicate its intention to prepay the Loan in full (but with all interest accrued to the date of prepayment on the Loans and all other amounts then payable to such Bank hereunder) on the 45th day after the date of such notice of intention. On or before the tenth day after receipt of any such notice of intention, such Bank may, by notice to the Borrower, irrevocably elect to receive payments hereunder reduced by the amount of such withholding. If such an election is so made, the Borrower (i) shall cease to be under any further obligation to pay any such additional amount in respect of such withholding and (ii) shall cease to be entitled so to prepay the Loan by virtue of being required to make such withholding. Any Bank which is or becomes subject to such withholding tax agrees to use its best efforts to provide the Borrower with an affidavit, within 30 days after such Bank files its tax return, setting forth the amount of any tax credit it received with respect thereto.

Net Payments; Application. (a) All payments hereunder and under the Loan Documents (including, without limitation, repayments and prepayments pursuant to Section 2) shall be made by Borrower to Agent, except as otherwise provided in Section 5.1 this Agreement in freely transferable U.S. dollars, and in same day funds at the Closing Office without setoff or counterclaim and in such amounts as may be necessary in order that all such payments (after (i) withholding for or on account of any present or future taxes, levies, imposts, duties or other similar charges of whatsoever nature imposed on the amounts described above by any government or any political subdivision or taxing authority thereof, other than any tax (other than such taxes referred to in clause (ii) below) imposed on a Lender pursuant to the income tax laws of the jurisdiction where such Lender's ’s principal or lending office or offices are located (collectively, the "“Taxes"”) and (ii) deduction of an amount equal to any taxes on or measured by the net income payable to such Lender with respect to the amount by which the payments required to be made by this Section 5.4 exceed the amount otherwise specified to be paid under this Agreement and the Notes) shall not be less than the amounts otherwise specified to be paid under this Agreement and the Notes. With respect to each such deduction or withholding imposed in respect of any payment by or on behalf of Borrower, Borrower shall promptly (and in no event later than 30 thirty (30) days thereafter) furnish to Agent such certificates, receipts and other documents as may be required to establish any tax credit, exemption or reduction in rate to which any Lender or holder of a Note may be entitled. Each Lender, other than a Lender organized and existing under the laws of the United States of America or any political subdivision thereof, agrees to furnish Borrower, as soon as practicable after any written request of Borrower to such effect, any executed form reasonably requested by Borrower such as IRS Form W-8BEN or W-8ECI, and any other applicable form as to such Lender's ’s entitlement, if any, to exemption from, or a reduced rate of, or its subjection to, United States withholding tax on amounts payable to it hereunder by Borrower or under the Notes of Borrower and each such Lender undertakes to use its best efforts promptly to notify Borrower of any material change in any information, statement or form so furnished to Borrower; provided, however, that any failure on the part of any Lender to furnish any such information, statements or forms shall in no way affect the obligations of Borrower or the rights of any Lender under the terms of this Agreement or of the Notes.

Net Payments; Application. (a) All payments hereunder and under the Loan Documents (including, without limitation, repayments and prepayments pursuant to Section 2) shall be made by Borrower to Agent, except as otherwise provided in Section 5.1 in freely transferable U.S. dollars, and in same day funds at the Closing Office without setoff or counterclaim and in such amounts as may be necessary in order that all such payments (after (i) withholding for or on account of any present or future taxes, levies, imposts, duties or other similar charges of whatsoever nature imposed on the amounts described above by any government or any political subdivision or taxing authority thereof, other than any tax (other than such taxes referred to in clause (ii) below) imposed on a Lender pursuant to the income tax laws of the jurisdiction where such Lender's ’s principal or lending office or offices are located (collectively, the "“Taxes"”) and (ii) deduction of an amount equal to any taxes on or measured by the net income payable to such Lender with respect to the amount by which the payments required to be made by this Section 5.4 5.3 exceed the amount otherwise specified to be paid under this Agreement and the Notes) shall not be less than the amounts otherwise specified to be paid under this Agreement and the Notes. With respect to each such deduction or withholding imposed in respect of any payment by or on behalf of Borrower, Borrower shall promptly (and in no event later than 30 days thereafter) furnish to Agent such certificates, receipts and other documents as may be required to establish any tax credit, exemption or reduction in rate to which any Lender or holder of a Note may be entitled. Each Lender, other than a Lender organized and existing under the laws of the United States of America or any political subdivision thereof, agrees to furnish Borrower, as soon as practicable after any written request of Borrower to such effect, any executed form reasonably requested by Borrower such as IRS Form W-8BEN or W-8ECI, and any other applicable form as to such Lender's ’s entitlement, if any, to exemption from, or a reduced rate of, or its subjection to, United States withholding tax on amounts payable to it hereunder by Borrower or under the Notes of Borrower and each such Lender undertakes to use its best efforts promptly to notify Borrower of any material change in any information, statement or form so furnished to Borrower; provided, however, that any failure on the part of any Lender to furnish any such information, statements or forms shall in no way affect the obligations of Borrower or the rights of any Lender under the terms of this Agreement or of the Notes.

Net Payments; Application. (a) All payments hereunder and under the Loan Documents (including, without limitation, repayments and prepayments pursuant to Section 2) shall be made by Borrower to Agent, except as otherwise provided in Section 5.1 in freely transferable U.S. dollars, and in same day funds at the Closing Office without setoff or counterclaim and in such amounts as may be necessary in order that all such payments (after (i) withholding for or on account of any present or future taxes, levies, imposts, duties or other similar charges of whatsoever nature imposed on the amounts described above by any government or any political subdivision or taxing authority thereof, other than any tax (other than such taxes referred to in clause (ii) below) imposed on a Lender pursuant to the income tax laws of the jurisdiction where such Lender's ’s principal or lending office or offices are located (collectively, the "“Taxes"”) and (ii) deduction of an amount equal to any taxes on or measured by the net income payable to such Lender with respect to the amount by which the payments required to be made by this Section 5.4 exceed the amount otherwise specified to be paid under this Agreement and the Notes) shall not be less than the amounts otherwise specified to be paid under this Agreement and the Notes. With respect to each such deduction or withholding imposed in respect of any payment by or on behalf of Borrower, Borrower shall promptly (and in no event later than 30 days thereafter) furnish to Agent such certificates, receipts and other documents as may be required to establish any tax credit, exemption or reduction in rate to which any Lender or holder of a Note may be entitled. Each Lender, other than a Lender organized and existing under the laws of the United States of America or any political subdivision thereof, agrees to furnish Borrower, as soon as practicable after any written request of Borrower to such effect, any executed form reasonably requested by Borrower such as IRS Form W-8BEN or W-8ECI, and any other applicable form as to such Lender's ’s entitlement, if any, to exemption from, or a reduced rate of, or its subjection to, United States withholding tax on amounts payable to it hereunder by Borrower or under the Notes of Borrower and each such Lender undertakes to use its best efforts promptly to notify Borrower of any material change in any information, statement or form so furnished to Borrower; provided, however, that any failure on the part of any Lender to furnish any such information, statements or forms shall in no way affect the obligations of Borrower or the rights of any Lender under the terms of this Agreement or of the Notes.

Net Payments; Application. (a) All payments hereunder and under the other Loan Documents (including, without limitation, prepayments and repayments and prepayments pursuant to Section 2) shall be made by the Borrower to Agentthe Lender in immediately available, except as otherwise provided in Section 5.1 in freely transferable U.S. dollarstransferable, and in freely convertible same day funds Dollars (except if and to the extent provided otherwise by this Agreement) at the Closing Office without setoff or counterclaim and in such amounts as may be necessary in order that all such payments (after (i) withholding for or on account of any present or future taxes, levies, imposts, duties or other similar charges of whatsoever nature imposed on the amounts described above by any government or any political subdivision or taxing authority thereof, other than any tax (other than such taxes referred to in clause (ii) below) imposed on a the Lender pursuant to the income tax laws of the jurisdiction where such the Lender's ’s principal or lending office or offices are located (collectively, the "“Taxes"”) and (ii) deduction of an amount equal to any taxes on or measured by the net income payable to such the Lender with respect to the amount by which the payments required to be made by this Section 5.4 5.2 exceed the amount otherwise specified to be paid under this Agreement and the NotesNote) shall not be less than the amounts otherwise specified to be paid under this Agreement and the NotesNote. With respect to each such deduction or withholding imposed in respect of any payment by or on behalf of Borrowerwithholding, the Borrower shall promptly (and in no event later than 30 days thereafter) furnish to Agent the Lender such certificates, receipts and other documents as may be required to establish any tax credit, exemption or reduction in rate to which any the Lender or holder of a Note may be entitled. Each Lender, other than a The Lender organized and existing under the laws of the United States of America or any political subdivision thereof, agrees to furnish the Borrower, as soon as practicable after any written request of the Borrower to such effect, any executed form reasonably requested by the Borrower such as IRS Internal Revenue Service Form W-8BEN or Form W-8ECI, and any other applicable US or UK form as to such the Lender's ’s entitlement, if any, to exemption from, or a reduced rate of, or its subjection to, United States to US or UK withholding tax on amounts payable to it hereunder by Borrower or under the Notes of Borrower Note and each such the Lender undertakes to use its best efforts promptly to notify the Borrower of any material change in any information, statement or form so furnished to the Borrower; provided, however, that any failure on the part of any the Lender to furnish any such information, statements or forms shall in no way affect the obligations of Borrower or the rights of any Lender under the terms of this Agreement or of the NotesNote. Notwithstanding the foregoing, in the event the Lender fails to furnish any such information, statements or forms, the Borrower shall only pay to the Lender such amounts under this Agreement and the Note as are due without those additions described in clauses (i) and (ii) above that would not have been required had such information, statements or forms been provided in a timely fashion. As promptly as practicable after the Lender becomes aware of the existence or occurrence of an event giving rise to the imposition of US or UK withholding tax upon amounts payable to it hereunder or under the Note, the Lender shall use its best efforts to transfer its Loans or Revolving Credit Loan Commitment to another office of the Lender with a view to avoiding or mitigating the consequences of such tax. If the Lender determines that it is unable to effect such transfer on or before the thirtieth day after the date the Lender becomes aware of the existence or occurrence of an event giving rise to the imposition of US or UK withholding tax, the Lender shall promptly give notice of such determination to the Borrower. If the Borrower receives notice of such determination from the Lender, the Borrower may, by notice to the Lender, indicate its intention to prepay the affected Loan in full (but with all premiums, if any, provided for in this Agreement and with interest accrued to the date of prepayment on such Loan and all other amounts then payable to the Lender hereunder) on the tenth Business Day after the date of such notice of intention. On or before the tenth day after receipt of any such notice of intention, the Lender may, by notice to the Borrower, irrevocably elect to receive payments hereunder reduced by the amount of such withholding. If such an election is so made, the Borrower (i) shall cease to be under any further obligation to pay any such additional amount in respect of such withholding and (ii) shall cease to be entitled so to prepay the Loan by virtue of being required to make such withholding. Any Lender which is or becomes subject to such withholding tax agrees to use its best efforts to provide the Borrower with an affidavit, within 30 days after the Lender files its tax return, setting forth the amount of any tax credit it received with respect thereto.

Net Payments; Application. (a) All payments hereunder and under the Loan Documents (including, without limitation, repayments and prepayments pursuant to Section 2) shall be made by Borrower Borrowers to Agent, except as otherwise provided in Section 5.1 this Agreement in freely transferable U.S. dollars, and in same day funds at the Closing Office without setoff or counterclaim and in such amounts as may be necessary in order that all such payments (after (i) withholding for or on account of any present or future taxes, levies, imposts, duties or other similar charges of whatsoever nature imposed on the amounts described above by any government or any political subdivision or taxing authority thereof, other than any tax (other than such taxes referred to in clause (ii) below) imposed on a Lender pursuant to the income tax laws of the jurisdiction where such Lender's ’s principal or lending office or offices are located (collectively, the "“Taxes"”) and (ii) deduction of an amount equal to any taxes on or measured by the net income payable to such Lender with respect to the amount by which the payments required to be made by this Section 5.4 exceed the amount otherwise specified to be paid under this Agreement and the Notes) shall not be less than the amounts otherwise specified to be paid under this Agreement and the Notes. With respect to each such deduction or withholding imposed in respect of any payment by or on behalf of BorrowerBorrowers, Borrower Borrowers shall promptly (and in no event later than 30 days thereafter) furnish to Agent such certificates, receipts and other documents as may be required to establish any tax credit, exemption or reduction in rate to which any Lender or holder of a Note may be entitled. Each Lender, other than a Lender organized and existing under the laws of the United States of America or any political subdivision thereof, agrees to furnish BorrowerBorrowers, as soon as practicable after any written request of Borrower Borrowers to such effect, any executed form reasonably requested by Borrower Borrowers such as IRS Form W-8BEN or W-8ECI, and any other applicable form as to such Lender's ’s entitlement, if any, to exemption from, or a reduced rate of, or its subjection to, United States withholding tax on amounts payable to it hereunder by Borrower Borrowers or under the Notes of Borrower Borrowers and each such Lender undertakes to use its best efforts promptly to notify Borrower Borrowers of any material change in any information, statement or form so furnished to BorrowerBorrowers; provided, however, that any failure on the part of any Lender to furnish any such information, statements or forms shall in no way affect the obligations of Borrower Borrowers or the rights of any Lender under the terms of this Agreement or of the Notes.

Net Payments; Application. (a) All payments hereunder and under the other Loan Documents (including, without limitation, prepayments and repayments and prepayments pursuant to Section 2) shall be made by the Borrower to Agentthe Agent or the Issuer, as the case may be, in immediately available, freely transferable, freely convertible same day Dollars (except if and to the extent provided otherwise by this Agreement) at the Closing Office (or as otherwise provided in Section 5.1 in freely transferable U.S. dollars, and in same day funds at the Closing Office 3A.3) without setoff or counterclaim and in such amounts as may be necessary in order that all such payments (after (i) withholding for or on account of any present or future taxes, levies, imposts, duties or other similar charges of whatsoever nature imposed on the amounts described above by any government or any political subdivision or taxing authority thereof, other than any tax (other than such taxes referred to in clause (ii) below) imposed on a Lender Bank pursuant to the income tax laws of the jurisdiction where such LenderBank's principal or lending office or offices are located (collectively, the "Taxes") and (ii) deduction of an amount equal to any taxes on or measured by the net income payable to such Lender Bank with respect to the amount by which the payments required to be made by this Section 5.4 5.2 exceed the amount otherwise specified to be paid under this Agreement and the Notes) shall not be less than the amounts otherwise specified to be paid under this Agreement and the Notes. With respect to each such deduction or withholding imposed in respect of any payment by or on behalf of Borrowerwithholding, the Borrower shall promptly (and in no event later than 30 days thereafter) furnish to the Agent such certificates, receipts and other documents as may be required to establish any tax credit, exemption or reduction in rate to which any Lender Bank or holder of a Note may be entitled. Each LenderBank, other than a Lender Bank organized and existing under the laws of the United States of America or any political subdivision thereof, agrees to furnish the Borrower, as soon as practicable after any written request of the Borrower to such effect, any executed form reasonably requested by the Borrower such as IRS Internal Revenue Service Form W-8BEN or W-8ECIForm W-8CI, and any other applicable US or UK form as to such LenderBank's entitlement, if any, to exemption from, or a reduced rate of, or its subjection to, United States to US or UK withholding tax on amounts payable to it hereunder by Borrower or under the Notes of Borrower and each such Lender Bank undertakes to use its best efforts promptly to notify the Borrower of any material change in any information, statement or form so furnished to the Borrower; provided, however, that any failure on the part of any Lender Bank to furnish any such information, statements or forms shall in no way affect the obligations of Borrower or the rights of any Lender under the terms of this Agreement or of the Notes. Notwithstanding the foregoing, in the event any Bank fails to furnish any such information, statements or forms, the Borrower shall only pay to such Bank such amounts under this Agreement and the Notes as are due without those additions described in clauses (i) and (ii) above that would not have been required had such information, statements or forms been provided in a timely fashion. As promptly as practicable after any Bank becomes aware of the existence or occurrence of an event giving rise to the imposition of US or UK withholding tax upon amounts payable to it hereunder or under the Notes, such Bank shall use its best efforts to transfer its Loans or Revolving Credit Loan Commitment to another office of such Bank with a view to avoiding or mitigating the consequences of such tax. If any Bank determines that it is unable to effect such transfer on or before the thirtieth day after the date such Bank becomes aware of the existence or occurrence of an event giving rise to the imposition of US or UK withholding tax, such Bank shall promptly give notice of such determination to the Borrower. If the Borrower receives notice of such determination from such Bank, the Borrower may, by notice to such Bank, indicate its intention to prepay the affected Loan in full (but with all premiums, if any, provided for in this Agreement and with interest accrued to the date of prepayment on such Loan and all other amounts then payable to such Bank hereunder) on the tenth Business Day after the date of such notice of intention. On or before the tenth day after receipt of any such notice of intention, such Bank may, by notice to the Borrower, irrevocably elect to receive payments hereunder reduced by the amount of such withholding. If such an election is so made, the Borrower (i) shall cease to be under any further obligation to pay any such additional amount in respect of such withholding and (ii) shall cease to be entitled so to prepay the Loan by virtue of being required to make such withholding. Any Bank which is or becomes subject to such withholding tax agrees to use its best efforts to provide the Borrower with an affidavit, within 30 days after such Bank files its tax return, setting forth the amount of any tax credit it received with respect thereto.