Common use of Net Payments Clause in Contracts

Net Payments. All payments by Borrower under this Agreement and the Notes shall be made without set-off or counterclaim and in such amounts as may be necessary in order that all payments, after deduction or withholding for or on account of any present or future taxes, levies, imposts, duties, or other charges of whatsoever nature imposed by any government or any political subdivision or taxing authority thereof including, without limitation, documentary and intangible taxes (collectively, the “Taxes”) shall not be less than the amounts otherwise specified to be paid under this Agreement and the Note. Notwithstanding anything to the contrary contained herein, Borrower shall not be liable for the payment of any tax on or measured by net income imposed on Agent or Lenders pursuant to the income tax laws of the United States or any political subdivision thereof. Borrower shall pay all Taxes prior to delinquency (and indemnify Agent and Lenders against any liability therefor) and shall promptly (and in any event not later than thirty (30) days thereafter) furnish to Agent any certificates, receipts and other documents which may be required (in the judgment of Agent) to establish any tax credit to which Agent and Lenders may be entitled. The obligations of Borrower under this Article 13.10 shall survive the termination of this Agreement and the repayment of the Facility, but such obligations shall terminate as to any claim or liability for Taxes for which Borrower is responsible pursuant to this Article 13.10 on the same date that any such claim or liability for Taxes is barred by any applicable statute of limitations.

Net Payments. All payments by the Borrower under this Agreement and the Notes Note shall be made without set-off setoff or counterclaim and in such amounts as may be necessary in order that all payments, after deduction or withholding for or on account of any present or future taxes, levies, imposts, duties, duties or other charges of whatsoever nature imposed by any government or any political subdivision or taxing authority thereof including(collectively the "Taxes"), without limitation, documentary and intangible taxes (collectively, the “Taxes”) shall not be less than the amounts otherwise specified to be paid under this Agreement and the Note. Notwithstanding anything to the contrary contained hereinin this Section 9.1, the Borrower shall not be liable for the payment of any tax on or measured by net income imposed on Agent or Lenders pursuant to measured by the net income tax laws or portion thereof of the United States or any political subdivision thereofBank. The Borrower shall pay all Taxes prior to delinquency when due (and indemnify Agent and Lenders the Bank against any liability therefor) and shall promptly (and in any event not later than thirty (30) days thereafter) furnish to Agent the Bank any certificates, receipts and other documents which may be required (in the judgment of Agentthe Bank) to establish any tax credit to which Agent and Lenders the Bank may be entitled. The obligations Bank shall promptly reimburse the Borrower upon receipt by the Bank of any refund or credit paid to the Bank for which and to the extent the Bank has previously been reimbursed by Borrower under this Article 13.10 Section. The obligations of the Borrower under this Section 9.1 shall survive the termination of this Agreement and the repayment of the FacilityNotes. The Bank will cooperate with reasonable requests of the Borrower to seek refunds of amounts payable hereunder and to minimize amounts payable hereunder, but provided that Borrower shall pay the costs and expenses thereof and provided that such obligations request shall terminate as to not require any claim action, in the opinion of the Bank, which would or liability for Taxes for which Borrower is responsible pursuant to this Article 13.10 on may adversely affect the same date that any such claim or liability for Taxes is barred by any applicable statute of limitationsBank.

Net Payments. All payments made by Borrower under this Agreement and the Notes other Loan Documents shall be made without set-off setoff or counterclaim and in such amounts as may be necessary in order that all payments, such payments (after deduction or withholding for or on account of any present or future taxes, levies, imposts, duties, duties or other charges of whatsoever nature imposed by any government or government, any political subdivision or any taxing authority thereof includingauthority, without limitationincluding future taxes made effective retroactively, documentary and intangible taxes other than any tax on or measured by the overall net income of Lender pursuant to the income, bank or franchise tax laws of the United States or the State of California (collectively, the “"Taxes”")) shall not be less than the amounts otherwise specified to be paid under this Agreement and the Noteother Loan Documents. Notwithstanding anything A certificate as to any additional amounts payable to Lender under this Section 1.9 submitted to Borrower by Lender shall show in reasonable detail the contrary contained hereinamount payable and the calculations used to determine in good faith such amount and shall be conclusive absent manifest error. Any amounts payable by Borrower under this Section 1.9 with respect to past payments shall be due within five business days following receipt by Borrower of such certificate from Lender, any such amounts payable with respect to future payments shall be due concurrently with such future payments. With respect to each deduction or withholding for or on account of any Taxes, Borrower shall not be liable for the payment of any tax on or measured by net income imposed on Agent or Lenders pursuant to the income tax laws of the United States or any political subdivision thereof. Borrower shall pay all Taxes prior to delinquency (and indemnify Agent and Lenders against any liability therefor) and shall promptly (and in any event not later than thirty (30) days thereafter) furnish to Agent any Lender such certificates, receipts and other documents which as may be required (in the reasonable judgment of AgentLender) to establish any tax credit to which Agent and Lenders Lender may be entitled. The obligations Without any way affecting any of Borrower its rights under this Article 13.10 shall survive Section 1.9, Lender agrees that, upon its becoming aware that any of the termination of present or future payments due under this Agreement would be subject to deduction for Taxes, it will notify borrower in writing, and Lender further agrees that it will use reasonable efforts not disadvantageous to it (in its sole determination) in order to avoid or minimize, as the repayment case may be, the payment by borrower of the Facility, but such obligations shall terminate as to any claim or liability additional amount for Taxes for which Borrower is responsible pursuant to this Article 13.10 on the same date that any such claim or liability for Taxes is barred by any applicable statute of limitationssection 1.9.

Net Payments. All payments by Borrower under this Agreement and the Notes shall be made without set-off or counterclaim and in such amounts as may be necessary in order that all payments, such payments (after deduction or withholding for or on account of a proportionate share attributable to the transactions contemplated by this Agreement or any present or future taxes, levies, imposts, duties, duties or other charges of whatsoever nature imposed by any government or government, any political subdivision or any taxing authority thereof including, without limitation, documentary and intangible taxes other than any tax on or measured by the overall net income of the Credit Bank pursuant to the income tax laws of the United States or the jurisdiction where the Credit Bank's principal office is located (collectively, the “"Taxes”")) shall not be less than the amounts otherwise specified to be paid under this Agreement Agreement. A certificate as to any additional amounts payable to the Credit Bank under this Section 2.8 submitted to Company by the Credit Bank shall show in reasonable detail the amount payable and the Notecalculations used to determine in good faith such amount and shall be conclusive absent manifest error. Notwithstanding anything Any amounts payable by Company under this Section 2.8 with respect to past payments shall be due within ten days following receipt by Company of such certificate from the Credit Bank; any such amounts payable with respect to future payments shall be due concurrently with such future payments. With respect to each deduction or withholding for or on account of any Taxes, Company shall promptly furnish to the contrary contained herein, Borrower shall not be liable for the payment of any tax on or measured by net income imposed on Agent or Lenders pursuant to the income tax laws of the United States or any political subdivision thereof. Borrower shall pay all Taxes prior to delinquency (and indemnify Agent and Lenders against any liability therefor) and shall promptly (and in any event not later than thirty (30) days thereafter) furnish to Agent any Credit Bank such certificates, receipts and other documents which as may be required (in the reasonable 8 10 judgment of Agentthe Credit Bank) to establish any tax credit to which Agent and Lenders the Credit Bank may be entitled. The obligations Without in any way affecting any of Borrower its rights under this Article 13.10 shall survive Section 2.8, the termination Credit Bank agrees that, upon its becoming aware that any of the present or future payments due it under this Agreement would be subject to deduction for Taxes, it will notify Company in writing and the repayment Credit Bank further agrees that it will use reasonable efforts not disadvantageous to it (in its sole determination) in order to avoid or minimize, as the case may be, the payment by Company of the Facility, but such obligations shall terminate as to any claim or liability additional amounts for Taxes for which Borrower is responsible pursuant to this Article 13.10 on the same date that any such claim or liability for Taxes is barred by any applicable statute of limitationsSection 2.8.

Net Payments. All payments by Borrower under this Credit Agreement and the Notes Revolving Credit Note and/or the Swingline Note shall be made without set-off off, counterclaim, recoupment or counterclaim defense of any kind and in such amounts as may be necessary in order that all such payments, after deduction or withholding for or on account of any present or future taxes, levies, imposts, duties, duties or other charges of whatsoever nature imposed by any government the United States or any political subdivision Governmental Authority, other than franchise taxes or taxing authority thereof includingany tax on or measured by the gross receipts or overall net income of any Lender pursuant to the income tax laws of the United States or any State, without limitationor the jurisdiction where each Lender's principal office is located (collectively "Taxes"), documentary and intangible taxes (collectively, the “Taxes”) shall not be less than the amounts otherwise specified to be paid under this Credit Agreement and the NoteNotes. Notwithstanding anything A certificate as to any additional amounts payable to the contrary contained hereinLenders under this Section 2.12 submitted to the Borrower by the Lenders shall show in reasonable detail an accounting of the amount payable and the calculations used to determine in good faith such amount and shall be conclusive absent manifest or demonstrable error. Any amounts payable by the Borrower under this Section 2.12 with respect to past payments shall be due within ten (10) days following receipt by the Borrower of such certificate from the Lenders; any such amounts payable with respect to future payments shall be due within ten (10) days after demand with such future payments. With respect to each deduction or withholding for or on account of any Taxes, the Borrower shall not be liable for the payment of any tax on or measured by net income imposed on Agent or Lenders pursuant promptly furnish to the income tax laws of the United States or any political subdivision thereof. Borrower shall pay all Taxes prior to delinquency (and indemnify Agent and Lenders against any liability therefor) and shall promptly (and in any event not later than thirty (30) days thereafter) furnish to Agent any such certificates, receipts and other documents which as may be required (in the reasonable judgment of Agentthe Lenders) to establish any tax credit to which Agent and the Lenders may be entitled. The obligations of Borrower under this Article 13.10 shall survive the termination of this Agreement and the repayment of the Facility, but such obligations shall terminate as to any claim or liability for Taxes for which Borrower is responsible pursuant to this Article 13.10 on the same date that any such claim or liability for Taxes is barred by any applicable statute of limitations.

Net Payments. All payments by Borrower under this Agreement and the Notes shall be made without set-off or counterclaim and in such amounts as may be necessary in order that all payments, such payments (after deduction or withholding for or on account of a proportionate share, attributable to the transactions contemplated by this Agreement, of any present or future taxes, levies, imposts, duties, duties or other charges of whatsoever nature imposed by any government or government, any political subdivision or any taxing authority thereof including, without limitation, documentary and intangible taxes other than any tax on or measured by the overall net income of the Credit Bank pursuant to the income tax laws of the United States or the jurisdiction where the Credit Bank’s principal office is located (collectively, the “Taxes”)) shall not be less than the amounts otherwise specified to be paid under this Agreement Agreement. A certificate as to any additional amounts payable to the Credit Bank under this Section 3.3 submitted to the Obligor by the Credit Bank shall show in reasonable detail the amount payable and the Notecalculations used to determine in good faith such amount and shall be conclusive absent manifest error. Notwithstanding anything Any amounts payable by the Obligor under this Section 3.3 with respect to past payments shall be due within ten (10) days following receipt by the Obligor of such certificate from the Credit Bank; any such amounts payable with respect to future payments shall be due concurrently with such future payments. With respect to each deduction or withholding for or on account of any Taxes, the Obligor shall promptly furnish to the contrary contained herein, Borrower shall not be liable for the payment of any tax on or measured by net income imposed on Agent or Lenders pursuant to the income tax laws of the United States or any political subdivision thereof. Borrower shall pay all Taxes prior to delinquency (and indemnify Agent and Lenders against any liability therefor) and shall promptly (and in any event not later than thirty (30) days thereafter) furnish to Agent any Credit Bank such certificates, receipts and other documents which as may be required (in the reasonable judgment of Agentthe Credit Bank) to establish any tax credit to which Agent and Lenders the Credit Bank may be entitled. The obligations Without in any way affecting any of Borrower its rights under this Article 13.10 shall survive Section 3.3, the termination Credit Bank agrees that, upon its becoming aware that any of the present or future payments due to it under this Agreement would be subject to deduction for Taxes, it will notify the Obligor in writing and the repayment Credit Bank further agrees that it will use reasonable efforts not disadvantageous to it (in its sole determination) in order to avoid or minimize, as the case may be, the payment by the Obligor of the Facility, but such obligations shall terminate as to any claim or liability additional amounts for Taxes for which Borrower is responsible pursuant to this Article 13.10 on the same date that any such claim or liability for Taxes is barred by any applicable statute of limitationsSection 3.3.

Net Payments. All payments by Borrower under this Agreement and Credit Agreement, the Notes Revolving Credit Note, the Swingline Note and/or a L/C Reimbursement Obligation shall be made without set-off off, counterclaim, recoupment or counterclaim defense of any kind (other than prior payment) and in such amounts as may be necessary in order that all such payments, after deduction or withholding for or on account of any present or future taxes, levies, imposts, duties, duties or other charges of whatsoever nature imposed by any government the United States or any political subdivision Governmental Authority, other than franchise taxes or taxing authority thereof includingany tax on or measured by the gross receipts or overall net income of any Lender pursuant to the income tax laws of the United States or any State, without limitationor the jurisdiction where each Lender's principal office is located (collectively "Taxes"), documentary and intangible taxes (collectively, the “Taxes”) shall not be less than the amounts otherwise specified to be paid under this Credit Agreement and the Revolving Credit Note. Notwithstanding anything A certificate as to any additional amounts payable to the contrary contained herein, Borrower Lenders under this Section 2.12 submitted to the Borrowers by the Lenders shall not certify that such payments were actually incurred by the applicable Lenders and shall show in reasonable detail an accounting of the amount payable and the calculations used to determine in good faith such amount and shall be liable conclusive absent manifest or demonstrable error. Any amounts payable by the Borrowers under this Section 2.12 with respect to past payments shall be due within ten (10) days following receipt by the Borrowers of such certificate from the Lenders; any such amounts payable with respect to future payments shall be due within ten (10) days after demand for the payment such future payments. With respect to each deduction or withholding for or on account of any tax on or measured by net income imposed on Agent or Lenders pursuant Taxes, the Borrowers shall promptly furnish to the income tax laws of the United States or any political subdivision thereof. Borrower shall pay all Taxes prior to delinquency (and indemnify Agent and Lenders against any liability therefor) and shall promptly (and in any event not later than thirty (30) days thereafter) furnish to Agent any such certificates, receipts and other documents which as may be required (in the reasonable judgment of Agentthe Lenders) to establish any tax credit to which Agent and the Lenders may be entitled. The obligations of Borrower under this Article 13.10 shall survive the termination of this Agreement and the repayment of the Facility, but such obligations shall terminate as to any claim or liability for Taxes for which Borrower is responsible pursuant to this Article 13.10 on the same date that any such claim or liability for Taxes is barred by any applicable statute of limitations.

Net Payments. All payments by the Borrower under this Agreement and the Notes Note shall be made without set-off or counterclaim and in such amounts as may be necessary in order that all payments, after deduction or withholding for or on account of any present or future taxes, levies, imposts, duties, or other charges of whatsoever nature imposed by any government or any political subdivision or taxing authority thereof including, without limitation, documentary and intangible taxes (collectively, the “"Taxes”") shall not be less than the amounts otherwise specified to be paid under this Agreement and the Note. Notwithstanding anything to the contrary contained hereinin this Paragraph , the Borrower shall not be liable for the payment of any tax on or measured by net income imposed on Agent or Lenders the Bank pursuant to the income tax laws of the United States or any of the United States or any political subdivision thereof. The Borrower shall pay all Taxes prior to delinquency when due (and indemnify Agent and Lenders the Bank against any liability therefor) and shall promptly (and in any event not later than thirty ([30) ] days thereafter) furnish to Agent the Bank any certificates, receipts and other documents which may be required (in the judgment of AgentBank) to establish any tax credit to which Agent and Lenders the Bank may be entitled. The obligations of the Borrower under this Article 13.10 Paragraph shall survive the termination of this Agreement and the repayment of the FacilityLoan, but such obligations shall terminate as to any claim or liability for Taxes for which the Borrower is responsible pursuant to this Article 13.10 Paragraph on the same date that any such claim or liability for Taxes is barred by any applicable statute of limitations.

Net Payments. All payments by Borrower to the Bank under this Agreement and the Notes Note shall be made without set-off or counterclaim and in such amounts as may be necessary in order that all payments, such payments (after deduction or withholding for or on account of any present or future taxes, levies, imposts, duties, duties or other charges of whatsoever nature imposed on the Bank or its Lending Office by any government Governmental Person, other than any tax on or measured by the overall net income of the Bank pursuant to the income tax laws of any political subdivision jurisdiction to which the Bank or taxing authority thereof includingits Lending Office is subject except solely as a result of its execution, without limitation, documentary and intangible taxes delivery or performance of this Agreement (collectively, the “Taxes”"TAXES")) shall not be less than the amounts otherwise specified to be paid under this Agreement and the NoteAgreement. Notwithstanding anything A certificate as to any additional amounts payable to the contrary contained herein, Borrower Bank under this Section 3.05 submitted to the Company by the Bank shall not show the amount payable and in reasonable detail the calculations and methods used to determine in good faith such amount and shall be liable conclusive absent manifest error. Any amounts payable by the Company under this Section 3.05 with respect to past payments shall be due within 15 days following receipt by the Company of such certificate from the Bank; any such amounts payable with respect to future payments shall be due concurrently with such future payments. With respect to each deduction or withholding for the payment or on account of any tax on or measured by net income imposed on Agent or Lenders pursuant Taxes, the Company shall promptly furnish to the income tax laws of the United States or any political subdivision thereof. Borrower shall pay all Taxes prior to delinquency (and indemnify Agent and Lenders against any liability therefor) and shall promptly (and in any event not later than thirty (30) days thereafter) furnish to Agent any Bank such certificates, receipts and other documents which as may be required (in the reasonable judgment of Agentthe Bank) to establish any tax credit to which Agent and Lenders the Bank may be entitled. The obligations Without in any way affecting any of Borrower its rights under this Article 13.10 shall survive Section 3.05, the termination Bank agrees that, upon its becoming aware that any of the present or future payments due it under this Agreement would be subject to deduction for Taxes, it will notify the Company in writing, and the repayment Bank further agrees that it will use reasonable efforts not disadvantageous to it (in its sole determination) in order to avoid or minimize (as the case may be) the payment by the Company of the Facility, but such obligations shall terminate as to any claim or liability additional amounts for Taxes for which Borrower is responsible pursuant to this Article 13.10 on the same date that any such claim or liability for Taxes is barred by any applicable statute of limitationsSection 3.05.

Net Payments. All payments by Borrower under this Agreement and the Notes shall be ------------ made without set-off or counterclaim and in such amounts as may be necessary in order that all payments, such payments (after deduction or withholding for or on account of a proportionate share attributable to the transactions contemplated by this Agreement of any present or future taxes, levies, imposts, duties, duties or other charges of whatsoever nature imposed by any government or government, any political subdivision or any taxing authority thereof including, without limitation, documentary and intangible taxes other than any tax on or measured by the overall net income of the Credit Bank pursuant to the income tax laws of the United States or the jurisdiction where the Credit Bank's principal office is located (collectively, the “"Taxes”")) shall not be less than the amounts otherwise specified to be paid under this Agreement Agreement. A certificate as to any additional amounts payable to the Credit Bank under this Section 2.8 submitted to Borrower by the Credit Bank shall show in reasonable detail the amount payable and the Notecalculations used to determine in good faith such amount and shall be presumptive absent manifest error. Notwithstanding anything Any amounts payable by Borrower under this Section 2.8 with respect to past payments shall be due within thirty days following receipt by Borrower of such certificate from the contrary contained hereinCredit Bank; any such amounts payable with respect to future payments shall be due concurrently with such future payments. With respect to each deduction or withholding for or on account of any Taxes, Borrower shall not be liable for the payment of any tax on or measured by net income imposed on Agent or Lenders pursuant promptly furnish to the income tax laws of the United States or any political subdivision thereof. Borrower shall pay all Taxes prior to delinquency (and indemnify Agent and Lenders against any liability therefor) and shall promptly (and in any event not later than thirty (30) days thereafter) furnish to Agent any Credit Bank such certificates, receipts and other documents which as may be required (in the reasonable judgment of Agentthe Credit Bank) to establish any tax credit to which Agent and Lenders the Credit Bank may be entitled. The obligations Without in any way affecting any of Borrower its rights under this Article 13.10 shall survive Section 2.8, the termination Credit Bank agrees that, upon its becoming aware that any of the present or future payments due it under this Agreement would be subject to deduction for Taxes, it will notify Borrower in writing and the repayment Credit Bank further agrees that it will use reasonable efforts not disadvantageous to it (in its sole determination) in order to avoid or minimize, as the case may be, the payment by Borrower of the Facility, but such obligations shall terminate as to any claim or liability additional amounts for Taxes for which Borrower is responsible pursuant to this Article 13.10 on the same date that any such claim or liability for Taxes is barred by any applicable statute of limitationsSection 2.8.

Net Payments. All payments by the Borrower under this Agreement and the Notes Note shall be made without set-off setoff or counterclaim and in such amounts as may be necessary in order that all payments, after deduction or withholding for or on account of any present or future taxes, levies, imposts, duties, or other charges of whatsoever nature imposed by any government or any political subdivision or taxing authority thereof including, without limitation, documentary and intangible taxes (collectively, the “"Taxes”) "), shall not be less than the amounts otherwise specified to be paid under this Agreement and the Note. Notwithstanding anything to the contrary contained hereinin this Section 13.10, the Borrower shall not be liable for the payment of any tax on or measured by net income imposed on Agent or Lenders the Lender pursuant to the income tax laws of the United States or any of the United States or any political subdivision thereof. The Borrower shall pay all Taxes prior to delinquency when due (and indemnify Agent and Lenders the Lender against any liability therefor) and shall promptly (and in any event not later than thirty (30) 30 days thereafter) furnish to Agent the Lender any 31 certificates, receipts receipts, and other documents which may be required (in the judgment of Agentthe Lender) to establish any tax credit to which Agent and Lenders the Lender may be entitled. The obligations of the Borrower under this Article Section 13.10 shall survive the termination of this Agreement and the repayment of the FacilityRevolving Credit Loans, but such obligations shall terminate as to any claim or liability for Taxes for which the Borrower is responsible pursuant to this Article Section 13.10 on the same date that any such claim or liability for Taxes is barred by any applicable statute of limitations.

Net Payments. All payments by Borrower under this Agreement and Term Loan Agreement, the Notes Term Note and/or any other Term Loan Document shall be made without set-off or counterclaim and in such amounts as may be necessary in order that all such payments, after deduction or withholding for or on account of any present or future taxes, levies, imposts, duties, duties or other charges of whatsoever nature imposed by any government the United States or any political subdivision Governmental Authority, other than franchise taxes or taxing authority thereof includingany tax on or measured by the gross receipts or overall net income of any Term Lender pursuant to the income tax laws of the United States or any State, without limitationor the jurisdiction where Term Lender's principal office is located (collectively "Taxes"), documentary and intangible taxes (collectively, the “Taxes”) shall not be less than the amounts otherwise specified to be paid under this Term Loan Agreement and the Term Note. Notwithstanding anything A certificate as to any additional amounts payable to the contrary contained hereinTerm Lender under this Section 2.11 submitted to the Borrower by the Term Lender shall show in reasonable detail an accounting of the amount payable and the calculations used to determine in good faith such amount and shall be conclusive absent manifest or demonstrable error. Any amounts payable by the Borrower under this Section 2.11 with respect to past payments shall be due within ten (10) days following receipt by the Borrower of such certificate from the Term Lender; any such amounts payable with respect to future payments shall be due within ten (10) days after demand with such future payments. With respect to each deduction or withholding for or on account of any Taxes, the Borrower shall not be liable for the payment of any tax on or measured by net income imposed on Agent or Lenders pursuant promptly furnish to the income tax laws of the United States or any political subdivision thereof. Borrower shall pay all Taxes prior to delinquency (and indemnify Agent and Lenders against any liability therefor) and shall promptly (and in any event not later than thirty (30) days thereafter) furnish to Agent any Term Lender such certificates, receipts and other documents which as may be required (in the reasonable judgment of Agentthe Term Lender) to establish any tax credit to which Agent and Lenders the Term Lender may be entitled. The obligations of Borrower under this Article 13.10 shall survive the termination of this Agreement and the repayment of the Facility, but such obligations shall terminate as to any claim or liability for Taxes for which Borrower is responsible pursuant to this Article 13.10 on the same date that any such claim or liability for Taxes is barred by any applicable statute of limitations.

Net Payments. All payments by Borrower under this Agreement and the Notes shall ------------ be made without set-off or counterclaim and in such amounts as may be necessary in order that all payments, such payments (after deduction or withholding for or on account of any present or future taxes, levies, imposts, duties, duties or other charges of whatsoever nature imposed by any government or government, any political subdivision or any taxing authority thereof includingauthority, without limitation, documentary and intangible taxes other than any tax on or measured by the overall net income of the Bank pursuant to the income tax laws of the United States or the jurisdiction where the Bank's principal office is located (collectively, the “"Taxes”") shall not be less than the amounts otherwise specified to be paid under ------ this Agreement Agreement. A certificate as to any additional amounts payable to the Bank under this Section 4.06 submitted to the Company by the Bank shall show in ------------ reasonable detail the amount payable and the Notecalculations used to determine in good faith such amount and shall be presumptively correct absent manifest error. Notwithstanding anything Any amounts payable by the Company under this Section 4.06 with respect to past ------------ payments shall be due within twenty (20) days following receipt by the Company of such certificate from the Bank; any such amounts payable with respect to future payments shall be due concurrently with such future payments. With respect to each deduction or withholding for or on account of any taxes, the Company shall promptly furnish to the contrary contained herein, Borrower shall not be liable for the payment of any tax on or measured by net income imposed on Agent or Lenders pursuant to the income tax laws of the United States or any political subdivision thereof. Borrower shall pay all Taxes prior to delinquency (and indemnify Agent and Lenders against any liability therefor) and shall promptly (and in any event not later than thirty (30) days thereafter) furnish to Agent any Bank such certificates, receipts and other documents which as may be required (in the reasonable judgment of Agentthe Bank) to establish any tax credit to which Agent and Lenders the Bank may be entitled. The obligations Without in any way affecting any of Borrower its rights under this Article 13.10 shall survive Section 4.06, the termination Bank agrees that, upon ------------ its becoming aware that any of the present or future payments due it under this Agreement would be subject to deduction for Taxes, it will notify the Company in writing and the repayment Bank further agrees that it will use reasonable efforts not disadvantageous to it (in its sole determination) in order to avoid or minimize, as the case may be, the payment by the Company of the Facility, but such obligations shall terminate as to any claim or liability additional amounts for Taxes for which Borrower is responsible pursuant to this Article 13.10 on the same date that any such claim or liability for Taxes is barred by any applicable statute of limitations.Section 4.06. ------------

Net Payments. All payments by the Borrower under this Agreement and the Notes Note shall be made without set-off setoff or counterclaim and in such amounts as may be necessary in order that all payments, after deduction or withholding for or on account of any present or future taxes, levies, imposts, duties, or other charges of whatsoever nature imposed by any government or any political subdivision or taxing authority thereof including, without limitation, documentary and intangible taxes (collectively, the “"Taxes”) "), shall not be less than the amounts otherwise specified to be paid under this Agreement and the Note. Notwithstanding anything to the contrary contained hereinin this Section 13.10, the Borrower shall not be liable for the payment of any tax on or measured by net income imposed on Agent or Lenders the Lender pursuant to the income tax laws of the United States or any of the United States or any political subdivision thereof. The Borrower shall pay all Taxes prior to delinquency when due (and indemnify Agent and Lenders the Lender against any liability therefor) and shall promptly (and in any event not later than thirty (30) 30 days thereafter) furnish to Agent the Lender any certificates, receipts receipts, and other documents which may be required (in the judgment of Agentthe Lender) to establish any tax credit to which Agent and Lenders the Lender may be entitled. The obligations of the Borrower under this Article Section 13.10 shall survive the termination of this Agreement and the repayment of the FacilityRevolving Credit Loans, but such obligations shall terminate as to any claim or liability for Taxes for which the Borrower is responsible pursuant to this Article Section 13.10 on the same date that any such claim or liability for Taxes is barred by any applicable statute of limitations.

Net Payments. All payments by the Borrower under this Agreement and the Notes Line Note shall be made without set-off or counterclaim and in such amounts as may be necessary in order that all payments, after deduction or withholding for or on account of any present or future taxes, levies, imposts, duties, or other charges of whatsoever nature imposed by any government or any political subdivision or taxing authority thereof including, without limitation, documentary and intangible taxes (collectively, the “"Taxes”) "), shall not be less than the amounts otherwise specified to be paid under this Agreement and the Line Note. Notwithstanding anything to the contrary contained hereinin this Section 11.10, the Borrower shall not be liable for the payment of any tax on or measured by net income imposed on Agent or Lenders the Lender pursuant to the income tax laws of the United States or any of the United States or any political subdivision thereof. The Borrower shall pay all Taxes prior to delinquency when due (and indemnify Agent and Lenders the Lender against any liability therefor) and shall promptly (and in any event not later than thirty (30) 30 days thereafter) furnish to Agent the Lender any certificates, receipts and other documents which may be required (in the judgment of Agentthe Lender) to establish any tax credit to which Agent and Lenders the Lender may be entitled. The obligations of the Borrower under this Article 13.10 Section 11.10 shall survive the termination of this Agreement and the repayment of the FacilityLoan, but such obligations shall terminate as to any claim or liability for Taxes for which the Borrower is responsible pursuant to this Article 13.10 Section 11.10 on the same date that any such claim or liability for Taxes is barred by any applicable statute of limitations.

Net Payments. All payments by Borrower under this Agreement and Credit Agreement, the Notes and/or the L/C Reimbursement Obligation shall be made without set-off off, counterclaim, recoupment or counterclaim defense of any kind and in such amounts as may be necessary in order that all such payments, after deduction or withholding for or on account of any present or future taxes, levies, imposts, duties, duties or other charges of whatsoever nature imposed by any government the United States or any political subdivision Governmental Authority, other than franchise taxes or taxing authority thereof includingany tax on or measured by the gross receipts or overall net income of any Lender pursuant to the income tax laws of the United States or any State or any Governmental Authority, without limitationor the jurisdiction where each Lender's principal office is located (collectively "Taxes"), documentary and intangible taxes (collectively, the “Taxes”) shall not be less than the amounts otherwise specified to be paid under this Credit Agreement and the NoteNotes. Notwithstanding anything A certificate as to any additional amounts payable to the contrary contained herein, Borrower shall not be liable for the payment of any tax on or measured by net income imposed on Agent or Lenders pursuant under this Section 2.15 submitted to the income tax laws Borrower by the Lenders shall show in reasonable detail an accounting of the United States or any political subdivision thereof. Borrower shall pay all Taxes prior amount payable and the calculations used to delinquency (and indemnify Agent and Lenders against any liability therefor) determine in good faith such amount and shall promptly (and in any event not later than be conclusive absent manifest or demonstrable error. Any amounts payable by the Borrower under this Section 2.15 with respect to past payments shall be due within thirty (30) days thereafterfollowing receipt by the Borrower of such certificate from the Lenders; any such amounts payable with respect to future payments shall be due within thirty (30) days after demand with such future payments. With respect to each deduction or withholding for or on account of any Taxes, the Borrower shall promptly furnish to Agent any the Lenders such certificates, receipts and other documents which as may be required (in the reasonable judgment of Agentthe Lenders) to establish any tax credit to which Agent and the Lenders may be entitled. The obligations of Borrower under this Article 13.10 shall survive the termination of this Agreement and the repayment of the Facility, but such obligations shall terminate as to any claim or liability for Taxes for which Borrower is responsible pursuant to this Article 13.10 on the same date that any such claim or liability for Taxes is barred by any applicable statute of limitations.

Net Payments. All payments by Borrower under this Credit Agreement and the Notes Revolving Credit Note, the Swingline Note and/or a L/C Reimbursement Obligation shall be made without set-off off, counterclaim, recoupment or counterclaim defense of any kind and in such amounts as may be necessary in order that all such payments, after deduction or withholding for or on account of any present or future taxes, levies, imposts, duties, duties or other charges of whatsoever nature imposed by any government the United States or any political subdivision Governmental Authority, other than franchise taxes or taxing authority thereof includingany tax on or measured by the gross receipts or overall net income of any Lender pursuant to the income tax laws of the United States or any State, without limitationor the jurisdiction where each Lender's principal office is located (collectively "Taxes"), documentary and intangible taxes (collectively, the “Taxes”) shall not be less than the amounts otherwise specified to be paid under this Credit Agreement and the NoteNotes. Notwithstanding anything A certificate as to any additional amounts payable to the contrary contained hereinLenders under this Section 2.12 submitted to the Borrower by the Lenders shall show in reasonable detail an accounting of the amount payable and the calculations used to determine in good faith such amount and shall be conclusive absent manifest or demonstrable error. Any amounts payable by the Borrower under this Section 2.12 with respect to past payments shall be due within ten (10) days following receipt by the Borrower of such certificate from the Lenders; any such amounts payable with respect to future payments shall be due within ten (10) days after demand with such future payments. With respect to each deduction or withholding for or on account of any Taxes, the Borrower shall not be liable for the payment of any tax on or measured by net income imposed on Agent or Lenders pursuant promptly furnish to the income tax laws of the United States or any political subdivision thereof. Borrower shall pay all Taxes prior to delinquency (and indemnify Agent and Lenders against any liability therefor) and shall promptly (and in any event not later than thirty (30) days thereafter) furnish to Agent any such certificates, receipts and other documents which as may be required (in the reasonable judgment of Agentthe Lenders) to establish any tax credit to which Agent and the Lenders may be entitled. The obligations of Borrower under this Article 13.10 shall survive the termination of this Agreement and the repayment of the Facility, but such obligations shall terminate as to any claim or liability for Taxes for which Borrower is responsible pursuant to this Article 13.10 on the same date that any such claim or liability for Taxes is barred by any applicable statute of limitations.

Net Payments. All payments by Borrower under this Agreement and Credit Agreement, the Notes Revolving Credit Note, the Swingline Note and/or a L/C Reimbursement Obligation shall be made without set-off off, counterclaim, recoupment or counterclaim defense of any kind and in such amounts as may be necessary in order that all such payments, after deduction or withholding for or on account of any present or future taxes, levies, imposts, duties, duties or other charges of whatsoever nature imposed by any government the United States or any political subdivision Governmental Authority, other than franchise taxes or taxing authority thereof includingtax on or measured by the gross receipts or overall net income of any Lender pursuant to the income tax laws of the United States or any State, without limitationor the jurisdiction where each Lender's principal office is located (collectively "Taxes"), documentary and intangible taxes (collectively, the “Taxes”) shall not be less than the amounts otherwise specified to be paid under this Credit Agreement and the Revolving Credit Note. Notwithstanding anything A certificate as to any additional amounts payable to the contrary contained herein, Borrower Lenders under this Section 2.12 submitted to the Borrowers by the Lenders shall not certify that such payments were actually incurred by the applicable Lenders and shall show in reasonable detail an accounting of the amount payable and the calculations used to determine in good faith such amount and shall be liable conclusive absent manifest or demonstrable error. Any amounts payable by the Borrowers under this Section 2.12 with respect to past payments shall be due within ten (10) days following receipt by the Borrowers of such certificate from the Lenders; any such amounts payable with respect to future payments shall be due within ten (10) days after demand for the payment such future payments. With respect to each deduction or withholding for or on account of any tax on or measured by net income imposed on Agent or Lenders pursuant Taxes, the Borrowers shall promptly furnish to the income tax laws of the United States or any political subdivision thereof. Borrower shall pay all Taxes prior to delinquency (and indemnify Agent and Lenders against any liability therefor) and shall promptly (and in any event not later than thirty (30) days thereafter) furnish to Agent any such certificates, receipts and other documents which as may be required (in the reasonable judgment of Agentthe Lenders) to establish any tax credit to which Agent and the Lenders may be entitled. The obligations of Borrower under this Article 13.10 shall survive the termination of this Agreement and the repayment of the Facility, but such obligations shall terminate as to any claim or liability for Taxes for which Borrower is responsible pursuant to this Article 13.10 on the same date that any such claim or liability for Taxes is barred by any applicable statute of limitations.

Net Payments. (a) All payments by Borrower under this Agreement and the Notes shall be made without set-off setoff or counterclaim and in such amounts as may be necessary in order that all payments, such payments (after deduction or withholding for or on account of any present or future taxes, levies, imposts, duties, duties or other charges of whatsoever nature imposed by any government or any political subdivision or taxing authority thereof including(herein collectively called the "Taxes") other than any Taxes on or measured by the net income, without limitation, documentary and intangible taxes (collectively, net worth or shareholders' capital of a Bank or a Participant pursuant to the “Taxes”income tax laws of the jurisdiction where such Bank's principal or lending office is located or where such Participant's principal or participating office is located) shall not be less than the amounts otherwise specified to be paid under this Agreement Agreement; provided that if any Bank or any Participant fails to comply with the applicable provisions of Section 10.06(g) hereof or paragraph (b) of this Section 2.11, as the case may be, then, all such payments to such Bank or to any Bank which has sold a participation pursuant to Section 10.06(b) hereof shall be net of any amounts the Company is required to withhold under applicable law. For a Bank to be entitled to compensation pursuant to this Section 2.11 (i) in the case of compensation for United States Federal income or withholding Taxes in respect of any Interest Period, such Bank must notify the Company within 30 days after the end of such Interest Period and (ii) in the case of compensation for any United States Tax other than a United States Federal income or withholding Tax in respect of any Interest Period, such Bank must notify the Company within 30 days after such Bank receives a written claim for such Tax from any government, political subdivision or taxing authority with respect to such Interest Period. A certificate as to any additional amounts payable to any Bank under this Section 2.11 submitted to the Company by such Bank shall show in reasonable detail the amount payable and the Notecalculations used to determine such amount and shall be conclusive and binding upon the parties hereto, in the absence of manifest error. Notwithstanding anything With respect to the contrary contained herein, Borrower shall not be liable each deduction or withholding for the payment or on account of any tax on or measured by net income imposed on Agent or Lenders pursuant to Taxes, the income tax laws of the United States or any political subdivision thereof. Borrower shall pay all Taxes prior to delinquency (and indemnify Agent and Lenders against any liability therefor) and Company shall promptly (and in any event not later than thirty (30) 45 days thereafter) furnish to Agent any each Bank such certificates, receipts and (b) Each Bank that is not incorporated under the laws of the United States or any State thereof agrees to file with the Administrative Agent and other documents which may be required the Company, in duplicate, (i) on or before the later of (A) the Effective Date and (B) the date such Bank becomes a Bank under this Agreement and (ii) thereafter, for each taxable year of such Bank (in the judgment case of Agenta Form 4224) or for each third taxable year of such Bank (in the case of any other form) during which interest or fees arising under this Agreement are received, unless not legally able to establish do so as a result of a change in United States income tax law enacted, or treaty promulgated, after the date specified in the preceding clause (i), on or prior to the immediately following due date of any payment by the Company hereunder (or at any other time as required under United States income tax credit law), a properly completed and executed copy of either Internal Revenue Service Form 4224 or Internal Revenue Service Form 1001 and Internal Revenue Service Form W-8 or Internal Revenue Service Form W-9 and any additional form necessary for claiming complete exemption from United States withholding taxes (or such other form as is required to claim complete exemption from United States withholding taxes), if and as provided by the Code, regulations or other pronouncements of the United States Internal Revenue Service, and the Bank warrants to the Company that the form so filed will be true and complete; provided that such Bank's failure to complete and execute such Form 4224 or Form 1001, or Form W-8 or Form W-9, as the case may be, and any such additional form (or any successor form or forms) shall not relieve the Company of any of its obligations under this Agreement, except as otherwise provided in this Section 2.11. In the event that the Company is required, or has been notified by the relevant taxing authority that it will be required, to either withhold or make payment of Taxes with respect to any payments to be made by the Company under this Agreement to any transferor Bank and such requirement or notice arises as a result of the sale of a participation by such transferor Bank pursuant to Section 10.06(b) hereof, such transferor Bank shall, upon request by the Company, accompanied by a certificate setting forth in reasonable detail the basis for such request, provide to the Company copies of all tax forms required to be provided to such transferor Bank pursuant to Section 10.06(g) hereof by the Participant which Agent and Lenders may be entitledpurchased such participation. The obligations obligation of Borrower under this Article 13.10 each transferor Bank to provide to the Company such tax forms shall survive the termination of this Agreement and or, if earlier, the repayment termination of the Facility, but Revolving Credit Commitment of such obligations transferor Bank. (c) In the event that any Affected Bank shall terminate as have given notice that it is entitled to any claim or liability for Taxes for which Borrower is responsible compensation pursuant to this Article 13.10 Section 2.11, the Company may at any time thereafter exercise any one or more of the following options: (i) The Company may request one or more of the non-Affected Banks to take over all (but not part) of each or any Affected Bank's then outstanding Loan(s) and to assume all (but not part) of each or any Affected Bank's Revolving Credit Commitment and obligations hereunder. If one or more Banks shall so agree in writing with respect to an Affected Bank, (x) the Revolving Credit Commitment of each Assenting Bank and the obligations of such Assenting Bank under this Agreement shall be increased by its respective Allocable Share of the Revolving Credit Commitment and of the obligations of such Affected Bank under this Agreement, and (y) each Assenting Bank shall make Loans to the Company, according to such Assenting Bank's respective Allocable Share, in an aggregate principal amount equal to the outstanding principal amount of the Loan(s) of such Affected Bank, on a date mutually acceptable to the same date that any such claim or liability for Taxes is barred by any applicable statute of limitations.Assenting

Net Payments. All payments by Borrower under this Credit Agreement and the Notes C/T Note shall be made without set-off off, counterclaim, recoupment or counterclaim defense of any kind and in such amounts as may be necessary in order that all such payments, after deduction or withholding for or on account of any present or future taxes, levies, imposts, duties, duties or other charges of whatsoever nature imposed by any government the United States or any political subdivision Governmental Authority, other than franchise taxes or taxing authority thereof includingany tax on or measured by the gross receipts or overall net income of any Lender pursuant to the income tax laws of the United States or any State or any Governmental Authority, without limitationor the jurisdiction where each Lender's principal office is located (collectively "Taxes"), documentary and intangible taxes (collectively, the “Taxes”) shall not be less than the amounts otherwise specified to be paid under this Credit Agreement and the C/T Note. Notwithstanding anything A certificate as to any additional amounts payable to the contrary contained herein, Borrower shall not be liable for the payment of any tax on or measured by net income imposed on Agent or Lenders pursuant under this Section 2.15 submitted to the income tax laws Borrower by the Lenders shall show in reasonable detail an accounting of the United States or any political subdivision thereof. Borrower shall pay all Taxes prior amount payable and the calculations used to delinquency (and indemnify Agent and Lenders against any liability therefor) determine in good faith such amount and shall promptly (and in any event not later than be conclusive absent manifest or demonstrable error. Any amounts payable by the Borrower under this Section 2.15 with respect to past payments shall be due within thirty (30) days thereafterfollowing receipt by the Borrower of such certificate from the Lenders; any such amounts payable with respect to future payments shall be due within thirty (30) days after demand with such future payments. With respect to each deduction or withholding for or on account of any Taxes, the Borrower shall promptly furnish to Agent any the Lenders such certificates, receipts and other documents which as may be required (in the reasonable judgment of Agentthe Lenders) to establish any tax credit to which Agent and the Lenders may be entitled. The obligations of Borrower under this Article 13.10 shall survive the termination of this Agreement and the repayment of the Facility, but such obligations shall terminate as to any claim or liability for Taxes for which Borrower is responsible pursuant to this Article 13.10 on the same date that any such claim or liability for Taxes is barred by any applicable statute of limitations.

Net Payments. All payments by the Borrower under this Agreement and the Notes shall be made without set-off setoff or counterclaim and in such amounts as may be necessary in order that all payments, after deduction or withholding for or on account of any present or future taxes, levies, imposts, duties, duties or other charges of whatsoever nature imposed by any government or any political subdivision or taxing authority thereof including(collectively the "Taxes"), without limitation, documentary and intangible taxes (collectively, the “Taxes”) shall not be less than the amounts otherwise specified to be paid under this Agreement and the Note. Notwithstanding anything to the contrary contained hereinin this Section 9.1, the Borrower shall not be liable for the payment of any tax on or measured by net income imposed on Agent or Lenders pursuant to measured by the net income tax laws or portion thereof of the United States or any political subdivision thereofBank. The Borrower shall pay all Taxes prior to delinquency when due (and indemnify Agent and Lenders the Bank against any liability therefor) and shall promptly (and in any event not later than thirty (30) days thereafter) furnish to Agent the Bank any certificates, receipts and other documents which may be required (in the judgment of Agentthe Bank) to establish any tax credit to which Agent and Lenders the Bank may be entitled. The obligations Bank shall promptly reimburse the Borrower upon receipt by the Bank of any refund or credit paid to the Bank for which and to the extent the Bank has previously been reimbursed by Borrower under this Article 13.10 Section. The obligations of the Borrower under this Section 9.1 shall survive the termination of this Agreement and the repayment of the FacilityNotes. The Bank will cooperate with reasonable requests of the Borrower to seek refund of amounts owed hereunder, but or to minimize amounts owed hereunder, provided that Borrower shall pay the costs thereof and provided that such obligations shall terminate as to any claim action, in the opinion of the Bank, will not or liability for Taxes for which Borrower is responsible pursuant to this Article 13.10 on may not adversely affect the same date that any such claim or liability for Taxes is barred by any applicable statute of limitationsBank.