Common use of Net Payments Clause in Contracts

Net Payments. All payments made by the Guarantors hereunder will be ------------ made without set-off or counterclaim. All payments by the Guarantors hereunder shall be made free and clear of and without deduction or withholding for any Taxes (as hereinafter defined), except to the extent that such deduction or withholding is required by law. For purposes of this Section 18, "Taxes" shall mean any present or future license, registration or other fees, taxes or other amounts for or on account of levies, imposts, duties, deductions, withholdings or other charges of whatsoever nature, imposed, levied, collected, withheld or assessed by any governmental or taxing authority, excluding income and franchise taxes imposed on a Lender (i) by a jurisdiction under which such Lender is organized or operating in connection with this Guaranty Agreement or any political subdivision thereof or (ii) as a result of a present or former connection between the jurisdiction of the governmental or taxing authority imposing such taxes and the Lender. If the Guarantors shall be required to withhold or deduct Taxes (other than U.S. Taxes as defined in Section 4.05 of the Credit Agreement) from any sum payable hereunder, (i) the sum payable shall be increased as may be necessary so that the amount received is equal to the sum which would have been received had no withholdings or deductions been made, (ii) the Guarantors shall make such necessary withholdings or deductions and (iii) the Guarantors shall pay the full amount withheld or deducted to the relevant authority according to applicable law so that the Lenders shall not be required to make any deduction or payment of Taxes. Notwithstanding anything contained in this Section, the Guarantors shall not be required to make payment hereunder to the extent such amounts relate to any period prior to the date that is 90 days prior to the date that the Guarantors first receive notice from such Lender requesting payment of any such additional amounts.

Net Payments. All payments made by the Guarantors hereunder will be ------------ made without set-off or counterclaim. All payments by the Guarantors hereunder Borrower under this Agreement and/or under any Credit Document shall be made free without setoff or counterclaim and clear of and without in such amounts as may be necessary in order that all such payments (after deduction or withholding for or on account of any Taxes (as hereinafter defined)present or future taxes, except levies, imposts, duties or other charges of whatsoever nature imposed by any Governmental Authority, other than any tax on or measured by the net income of a Bank pursuant to the extent that income tax laws of the jurisdictions where such Bank's principal or lending office is located (collectively, "Taxes")) shall not be less than the amounts otherwise specified to be paid under this Agreement and/or under any Credit Document. If the Borrower is required by law to make any deduction or withholding on account of Taxes from any payment due hereunder or under the Notes, then (a) the Borrower shall timely remit such Taxes to the Governmental Authority imposing the same and (b) the amount payable hereunder or under the Notes will be increased to such amount which, after deduction from such increased amount of all amounts required to be deducted or withheld therefrom, will not be less than the amount otherwise due and payable. Without prejudice to the foregoing, if any Bank or the Agent is required to make any payment on account of Taxes, the Borrower will, upon notification by lawthe Bank or the Agent promptly indemnify such person against such Taxes, together with any interest, penalties and expenses payable or incurred in connection therewith. The Borrower shall also reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income of such Bank pursuant to the laws of the jurisdiction in which the principal office or lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction as such Bank shall determine are payable by such Bank in respect of Taxes paid to or on behalf of such Bank pursuant to this Section 3.04. For purposes of this Section 18Section, the term "Taxes" shall mean includes interest, penalties and expenses payable or incurred in connection therewith. A certificate as to any present additional amounts payable to a Bank under this Section 3.04 submitted to the Borrower by such Bank shall, absent manifest error, be final, conclusive and binding for all purposes upon all parties hereto. With respect to each deduction or future license, registration or other fees, taxes or other amounts withholding for or on account of leviesany Taxes, impoststhe Borrower shall promptly furnish to each Bank such certificates, duties, deductions, withholdings or receipts and other charges of whatsoever nature, imposed, levied, collected, withheld or assessed by any governmental or taxing authority, excluding income and franchise taxes imposed on a Lender (i) by a jurisdiction under which such Lender is organized or operating in connection with this Guaranty Agreement or any political subdivision thereof or (ii) as a result of a present or former connection between the jurisdiction of the governmental or taxing authority imposing such taxes and the Lender. If the Guarantors shall be required to withhold or deduct Taxes (other than U.S. Taxes as defined in Section 4.05 of the Credit Agreement) from any sum payable hereunder, (i) the sum payable shall be increased documents as may be necessary so that required (in the amount received is equal judgment of such Bank) to the sum establish any tax credit to which would have been received had no withholdings or deductions been made, (ii) the Guarantors shall make such necessary withholdings or deductions and (iii) the Guarantors shall pay the full amount withheld or deducted to the relevant authority according to applicable law so that the Lenders shall not Bank may be required to make any deduction or payment of Taxes. Notwithstanding anything contained in this Section, the Guarantors shall not be required to make payment hereunder to the extent such amounts relate to any period prior to the date that is 90 days prior to the date that the Guarantors first receive notice from such Lender requesting payment of any such additional amountsentitled.

Net Payments. (a) All payments made by the Guarantors each Credit Agreement Party hereunder and under any Note will be ------------ made without set-off or counterclaim. All payments by the Guarantors hereunder shall be made free and clear of of, and without deduction or withholding for for, any Indemnified Taxes (as hereinafter defined)or Other Taxes; provided, except that if any Indemnified Taxes are required to the extent that such deduction or withholding is required by law. For purposes of this Section 18, "Taxes" shall mean any present or future license, registration or other fees, taxes or other amounts for or on account of levies, imposts, duties, deductions, withholdings or other charges of whatsoever nature, imposed, levied, collected, be withheld or assessed by deducted from such payments, then the Credit Agreement Parties (other than, with respect to any governmental Loans or taxing authority, excluding income and franchise taxes imposed on a Lender (i) by a jurisdiction under which such Lender is organized or operating in connection with this Guaranty Agreement or any political subdivision thereof or (ii) as a result of a present or former connection between the jurisdiction of the governmental or taxing authority imposing such taxes and the Lender. If the Guarantors shall be required to withhold or deduct Taxes Obligations (other than Obligations constituting U.S. Taxes as defined in Section 4.05 Borrower guarantees of Obligations of the Canadian Borrower) of the U.S. Borrower, the Canadian Credit AgreementParties) from any sum payable hereunder, jointly and severally agree that (i) the sum payable shall be increased as may be necessary so that after making all required deductions or withholding (including deduction or withholdings applicable to additional sums payable under this Section) the Administrative Agent or Lender (as the case may be) receives an amount received is equal to the sum which it would have been received had no such deductions or withholdings or deductions been made, (ii) the Guarantors shall such Credit Agreement Party will make such necessary withholdings deductions or deductions withholdings, and (iii) the Guarantors such Credit Agreement Party shall pay the full amount deducted or withheld or deducted to the relevant authority according Governmental Authority in accordance with applicable law However, no such additional sums shall be payable by the Canadian Borrower with respect to a payment by or on account of any obligation of the Canadian Borrower hereunder to a person (x) with which the Canadian Borrower does not deal with at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment or (y) which is subject to such Indemnified Taxes by reason of its failure to comply with any certification, identification, information, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a precondition to exemption from, or a reduction in the rate of deduction of withholding of, such Indemnified Taxes. In addition, the Credit Agreement Parties shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law. Holdings, the U.S. Borrower or the Canadian Borrower, as the case may be, will furnish to the Administrative Agent within 45 days after the date the payment of any Indemnified Taxes or Other Taxes is due pursuant to applicable law so that the Lenders shall not be required to make any deduction or certified copies of tax receipts evidencing such payment of Taxes. Notwithstanding anything contained in this Sectionby Holdings, the Guarantors shall not be required to make payment hereunder to U.S. Borrower or the extent such amounts relate Canadian Borrower, as the case may be. The Credit Agreement Parties (other than, with respect to any period prior Loans or Obligations (other than Obligations constituting U.S. Borrower guarantees of Obligations of the Canadian Borrower) of the U.S. Borrower, the Canadian Credit Parties) jointly and severally agree to the date that is 90 days prior to the date that the Guarantors first receive notice from indemnify and hold harmless each Lender, and reimburse such Lender requesting payment upon its written request, for the amount of any Indemnified Taxes or Other Taxes so levied or imposed and paid by such additional amountsLender.

Net Payments. All payments made by the Guarantors hereunder will be ------------ made without set-off or counterclaim. (a) All payments by the Guarantors hereunder each Borrower under this Agreement and/or under any Credit Document shall be made free without setoff or counterclaim and clear of and without in such amounts as may be necessary in order that all such payments (after deduction or withholding for or on account of any Taxes present or future taxes, levies, imposts, duties or other charges of whatsoever nature imposed by any Governmental Authority, other than any tax (as hereinafter defined)including any franchise tax) imposed on or measured by the net income or net profits of a Bank, except or any tax on or measured by the capital of a Bank, pursuant to the extent that income tax laws of the jurisdictions where such Bank's principal or applicable lending office is located (collectively, "Taxes")) shall not be less than the amounts otherwise specified to be paid under this Agreement and/or under any Credit Document. If any Borrower is required by law to make any deduction or withholding on account of Taxes from any payment due hereunder or under the Notes, then (a) such Borrower shall timely remit such Taxes to the Governmental Authority imposing the same and (b) the amount payable hereunder or under the Notes will be increased to such amount which, after deduction from such increased amount of all amounts required to be deducted or withheld therefrom, will not be less than the amount otherwise due and payable hereunder. Without prejudice to the foregoing, if any Bank or any Agent is required to make any payment on account of Taxes, the Applicable Borrower will, upon notification by lawthe Bank or the Agent promptly indemnify such person against such Taxes, together with any interest, penalties and expenses payable or incurred in connection therewith. Each Borrower shall also reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income or net profits of such Bank pursuant to the laws of the jurisdiction in which the principal office or applicable lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction as such Bank shall determine are payable by such Bank in respect of Taxes paid to or on behalf of such Bank pursuant to this Section 3.04. For purposes of this Section 18Section, the term "Taxes" shall mean includes interest, penalties and expenses payable or incurred in connection therewith. A certificate as to any present additional amounts payable to a Bank under this Section 3.04 submitted to the Borrower by such Bank shall, absent manifest error, be final, conclusive and binding for all purposes upon all parties hereto. With respect to each deduction or future license, registration or other fees, taxes or other amounts withholding for or on account of leviesany Taxes, impoststhe Borrowers shall promptly furnish to each Bank such certificates, duties, deductions, withholdings or receipts and other charges of whatsoever nature, imposed, levied, collected, withheld or assessed by any governmental or taxing authority, excluding income and franchise taxes imposed on a Lender (i) by a jurisdiction under which such Lender is organized or operating in connection with this Guaranty Agreement or any political subdivision thereof or (ii) as a result of a present or former connection between the jurisdiction of the governmental or taxing authority imposing such taxes and the Lender. If the Guarantors shall be required to withhold or deduct Taxes (other than U.S. Taxes as defined in Section 4.05 of the Credit Agreement) from any sum payable hereunder, (i) the sum payable shall be increased documents as may be necessary so that required (in the amount received is equal judgment of such Bank) to the sum establish any tax credit to which would have been received had no withholdings or deductions been made, (ii) the Guarantors shall make such necessary withholdings or deductions and (iii) the Guarantors shall pay the full amount withheld or deducted to the relevant authority according to applicable law so that the Lenders shall not Bank may be required to make any deduction or payment of Taxes. Notwithstanding anything contained in this Section, the Guarantors shall not be required to make payment hereunder to the extent such amounts relate to any period prior to the date that is 90 days prior to the date that the Guarantors first receive notice from such Lender requesting payment of any such additional amountsentitled.

Net Payments. (a) All payments made by the Guarantors hereunder will be ------------ made without set-off or counterclaim. All payments by the Guarantors hereunder on account of any Credit Party under any Credit Document shall be made free and clear of of, and without deduction or withholding for for, any Taxes, except as required by applicable law. If any Taxes are required to be withheld or deducted from such payments, then the Credit Parties jointly and severally agree that (as hereinafter defined), except i) to the extent that such deduction or withholding is required by law. For purposes of this Section 18, "Taxes" shall mean any present or future license, registration or other fees, taxes or other amounts for or on account of leviesan Indemnified Tax or Other Tax, imposts, duties, deductions, withholdings or other charges of whatsoever nature, imposed, levied, collected, withheld or assessed by any governmental or taxing authority, excluding income and franchise taxes imposed on a Lender (i) by a jurisdiction under which such Lender is organized or operating in connection with this Guaranty Agreement or any political subdivision thereof or (ii) as a result of a present or former connection between the jurisdiction of the governmental or taxing authority imposing such taxes and the Lender. If the Guarantors shall be required to withhold or deduct Taxes (other than U.S. Taxes as defined in Section 4.05 of the Credit Agreement) from any sum payable hereunder, (i) the sum payable shall be increased as may be necessary so that after making all required deductions or withholding (including deduction or withholdings applicable to additional sums payable under this Section 5.01), the Administrative Agent or Lender (as the case may be) receives an amount received is equal to the sum which it would have been received had no such deductions or withholdings or deductions been made, (ii) the Guarantors shall applicable withholding agent will make such necessary withholdings deductions or deductions withholdings, and (iii) the Guarantors applicable withholding agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law. In addition, the Credit Parties shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law. The Credit Parties will furnish to the Administrative Agent within 45 days after the date the payment by any of them of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the applicable Credit Party. The Credit Parties jointly and severally agree to indemnify and hold harmless the Administrative Agent and each Lender, and reimburse the Administrative Agent and each Lender, within 10 Business Days of written request therefor, for the amount of any Indemnified Taxes (including any Indemnified Taxes imposed on amounts payable under this Section 5.01) payable or paid by the Administrative Agent or such Lender or required to be withheld or deducted from a payment to the Administrative Agent or such Lender, and any Other Taxes, and any reasonable out-of-pocket expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant authority according to applicable law so that the Lenders shall not be required to make any deduction or payment of Taxes. Notwithstanding anything contained in this Section, the Guarantors shall not be required to make payment hereunder to the extent such amounts relate to any period prior to the date that is 90 days prior to the date that the Guarantors first receive notice from such Lender requesting payment of any such additional amountsGovernmental Authority.

Net Payments. (a) All payments made by the Guarantors hereunder any Borrower hereunder, or by any Guarantor on behalf of any Borrower, or under any Note will be ------------ made without set-off setoff, counterclaim or counterclaimother defense. All Except as provided in Section 4.04(b), all such payments by the Guarantors hereunder shall will be made free and clear of of, and without deduction or withholding for any Taxes (as hereinafter defined)for, except to the extent that such deduction or withholding is required by law. For purposes of this Section 18, "Taxes" shall mean any present or future licensetaxes, registration or other fees, taxes or other amounts for or on account of levies, imposts, duties, deductionsfees, withholdings assessments or other charges of whatsoever nature, imposed, levied, collected, withheld whatever nature now or assessed hereafter imposed by any governmental jurisdiction or taxing authority, excluding income and franchise taxes imposed on a Lender (i) by a jurisdiction under which such Lender is organized or operating in connection with this Guaranty Agreement or any political subdivision thereof or (ii) as a result of a present or former connection between the jurisdiction of the governmental or taxing authority imposing thereof or therein with respect to such taxes payments (but excluding any Excluded Taxes) and the Lenderall interest, penalties or similar liabilities with respect thereto (all such nonexcluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If the Guarantors shall be required to withhold any Taxes are so levied or deduct Taxes (other than U.S. Taxes as defined in Section 4.05 of the Credit Agreement) from any sum payable hereunderimposed, (i) the sum payable shall be increased as may be by the amount necessary so that the amount received is equal to the sum which would have been received had no every payment of all amounts due under this Agreement or under any Note, after withholdings or deductions been madefor or on account of Taxes will not be less than the amount provided for herein or in such Note, (ii) the Guarantors applicable Borrower or Guarantor, shall make such necessary withholdings or deductions and (iii) the Guarantors applicable Borrower or Guarantor, shall pay the full amount withheld or deducted of such Taxes to the relevant taxing authority according to in accordance with applicable law so that the Lenders shall not be required to make law. If any deduction or payment amounts are payable in respect of Taxes. Notwithstanding anything contained in this Section, the Guarantors shall not be required to make payment hereunder Taxes pursuant to the extent preceding sentence, each of the Borrowers agrees to reimburse each Bank lending to such Borrower, upon the written request of such Bank, for taxes relating to such amounts relate to any period prior imposed on or measured by the net income or net profits of such Bank pursuant to the date that laws of the jurisdiction in which the principal office or applicable lending office of such Bank is 90 days prior located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office or applicable lending office of such Bank is located and for any withholding of taxes as such Bank shall determine are payable by, or withheld from, such Bank in respect of such amounts so paid to or on behalf of such Bank pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Bank pursuant to this sentence. The applicable Borrower or Guarantor will furnish to the Administrative Agent within 45 days after the date that the Guarantors first receive notice from such Lender requesting payment of any Taxes is due certified copies of tax receipts, if any, issued by such additional amountstaxing authority, or other evidence reasonably acceptable to the Administrative Agent evidencing such payment by such Borrower or Guarantor (or, if such Borrower or Guarantor has not received such certified copies of tax receipts within such time period, then such Borrower or Guarantor shall furnish such certified copies of tax receipts to the Administrative Agent within 15 days after such Borrower or Guarantor has received such certified copies of tax receipts). Each Borrower agrees to indemnify and hold harmless each Bank lending to such Borrower, and reimburse such Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank, other than penalties, additions to tax, interest and expenses arising as a result of the willful misconduct or gross negligence of such Bank. Such indemnification shall be made within 30 days after the date upon which such Bank makes written demand therefor, which demand shall identify the nature and amount of Taxes for which indemnification is sought and shall include a copy of any written assessment thereof (provided that if such Bank determines that such assessment contains any confidential information, such Bank shall be entitled to redact such confidential information from such assessment). In addition, the Company agrees to pay any present and future stamp, documentary taxes or any other excise, property, transfer or similar taxes, and any charges relating thereto, arising from any payment made hereunder or from the execution, delivery enforcement or registration of, or otherwise in connection with, this Agreement.

Net Payments. All payments made by the Guarantors Borrowers hereunder will be ------------ made without set-off or counterclaim. All payments by the Guarantors Borrowers hereunder shall be made free and clear of and without deduction or withholding for any Taxes (as hereinafter defined), except to the extent that such deduction or withholding is required by law. For purposes of this Section 184.04, "Taxes" shall mean any present or future license, registration or other fees, taxes or other amounts for or on account of levies, imposts, duties, deductions, withholdings or other charges of whatsoever nature, imposed, levied, collected, withheld or assessed by any governmental or taxing authority, excluding income and franchise taxes imposed on a Lender (i) by a jurisdiction under which such Lender is organized or operating in connection with this Guaranty Agreement or any political subdivision thereof or (ii) as a result of a present or former connection between the jurisdiction of the governmental or taxing authority imposing such taxes and the Lender. If the Guarantors Borrowers shall be required to withhold or deduct Taxes (other than U.S. Taxes as defined in Section 4.05 of the Credit Agreement4.05) from any sum payable hereunder, (i) the sum payable shall be increased as may be necessary so that the amount received is equal to the sum which would have been received had no withholdings or deductions been made, (ii) the Guarantors Borrowers shall make such necessary withholdings or deductions and (iii) the Guarantors Borrowers shall pay the full amount withheld or deducted to the relevant authority according to applicable law so that the Lenders shall not be required to make any deduction or payment of Taxes. Notwithstanding anything contained in this Section, the Guarantors shall not be required to make payment hereunder to the extent such amounts relate to any period prior to the date that is 90 days prior to the date that the Guarantors first receive notice from such Lender requesting payment of any such additional amounts.or

Net Payments. All payments made by the Guarantors hereunder will be ------------ made without set-off or counterclaim. (a) All payments by the Guarantors Borrower hereunder to or for the benefit of any Lender, the Issuing Bank, the Syndication Agent or the Agent shall be made without setoff, counterclaim or other defense. Except as provided in Section 4.9(b), all such payments will be made free and clear of of, and without with- out deduction or withholding for any Taxes (as hereinafter defined)for, except to the extent that such deduction or withholding is required by law. For purposes of this Section 18, "Taxes" shall mean any present or future licensetaxes, registration or other fees, taxes or other amounts for or on account of levies, imposts, duties, deductionsfees, withholdings assessments, or other charges of whatsoever nature, imposed, levied, collected, withheld whatever nature now or assessed hereafter imposed by any governmental jurisdiction or taxing authority, excluding income and franchise taxes imposed on a Lender (i) by a jurisdiction under which such Lender is organized or operating in connection with this Guaranty Agreement or any political subdivision thereof or (ii) as a result of a present or former connection between the jurisdiction of the governmental or taxing authority imposing thereof or therein with respect to such taxes and payments (but excluding any tax imposed on or measured by the net income or profits of the Lender, the Issuing Bank, the Syndication Agent or the Agent, as the case may be, pursuant to the laws of the jurisdictions in which it is domiciled) together with all interest, penalties or similar liabilities with respect thereto (collectively, "Covered Taxes"). If the Guarantors Borrower shall be required by law to withhold or deduct any Covered Taxes (other than U.S. Taxes as defined in Section 4.05 of the Credit Agreement) from any sum payable hereunderhereunder to any Lender, the Issuing Bank, the Syndication Agent or the Agent, (iA) the sum payable shall be increased as may be necessary so that after making all required deductions of Covered Taxes (including deductions of Covered Taxes applicable to additional sums payable under this Section 4.9) such Lender, the Issuing Bank, the Syndication Agent or the Agent, as the case may be, receives an amount received is equal to the sum which it would have been received had no withholdings or such deductions been made, (iiB) the Guarantors Borrower shall make such necessary withholdings or deductions deduc- tions and (iiiC) the Guarantors Borrower shall pay the full amount withheld or so deducted to the relevant taxation authority according or other authority in accordance with applic- able law. The Borrower shall furnish to the Agent within forty-five (45) days after the date the payment of any Covered Taxes is due certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless the Lender, the Issuing Bank, the Syndication Agent and the Agent and reimburse each of them, as the case may be, for the amount of any Covered Taxes so levied or imposed and paid by them. (b) Each Foreign Lender shall deliver to the Agent and the Borrower (i) two valid, duly completed copies of IRS Form 1001 or 4224 or successor applicable law so form, as the case may be, and any other required form, certify- ing in each case that such Foreign Lender is entitled to receive payments under this Credit Agreement or the Lenders Revolving Notes payable to it without deduction or withholding of any United States federal income taxes or with such withholding imposed at a reduced rate (the "Reduced Rate"), and (ii) a valid, duly completed IRS Form W-8 or W-9 or successor applicable form, as the case may be, to establish an exemption from United States backup with- holding tax. Each such Foreign Lender shall not be also deliver to the Agent and the Borrower two further copies of said Form 1001 or 4224 and W-8 or W-9, or successor applicable forms, or other manner of required certification, as the case may be, on or before the date that any such form expires or becomes obsolete or otherwise is required to make be resubmitted as a condition to obtaining an exemption from a required withholding of United States federal income tax or entitlement to having such withholding imposed at the Reduced Rate or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower and the Agent, and such extensions or renewals thereof as may reasonably be requested by the Borrower and the Agent, certifying (i) in the case of a Form 1001 or 4224 that such Foreign Lender is entitled to receive payments under this Credit Agreement or the Revolving Notes payable to it without deduction or payment withholding of Taxes. Notwithstanding anything contained any United States federal income taxes, unless in this Sectionany such case any change in a tax treaty to which the United States is a party, or any change in law or regulation of the Guarantors shall not be required to make payment hereunder to United States or official interpret- ation thereof has occurred after the extent such amounts relate to any period Closing Date and prior to the date that is 90 days prior to the date that the Guarantors first receive notice from such Lender requesting payment of on which any such additional amountsdelivery would otherwise be required that renders all such forms inapplicable or that would prevent such Foreign Lender from duly completing and delivering any such form with respect to it, and such Foreign Lender advises the Borrower and the Agent that it is not capable of receiving payments without any deduction or withholding at the Reduced Rate, or (ii) in the case of a Form W-8 or W-9, establishing an exemption from United States backup withholding tax.

Net Payments. All (a) Any and all payments made by or on behalf of the Guarantors hereunder will be ------------ made without set-off Borrower or counterclaim. All payments by the Guarantors hereunder any Guarantor under this Agreement or any other Credit Document shall be made free and clear of of, and without deduction or withholding for any Taxes (as hereinafter defined), except to the extent that such deduction or withholding is required by law. For purposes of this Section 18, "Taxes" shall mean any present or future license, registration or other fees, taxes or other amounts for or on account of leviesof, imposts, duties, deductions, withholdings any Indemnified Taxes or other charges of whatsoever nature, imposed, levied, collected, withheld or assessed by any governmental or taxing authority, excluding income and franchise taxes imposed on a Lender (i) by a jurisdiction under which such Lender is organized or operating in connection with this Guaranty Agreement Other Taxes; provided that if the Borrower or any political subdivision thereof Guarantor or (ii) as a result of a present or former connection between the jurisdiction of the governmental or taxing authority imposing such taxes and the Lender. If the Guarantors Term Agent shall be required by applicable Requirements of Law to deduct or withhold or deduct any Taxes (other than U.S. Taxes as defined in Section 4.05 of the Credit Agreement) from any sum payable hereundersuch payments, then (i) the sum payable Borrower or such Guarantor or the Term Agent shall make such deductions or withholdings as are reasonably determined by the Borrower, such Guarantor or the Term Agent to be increased as may be necessary so that the amount received is equal to the sum which would have been received had no withholdings or deductions been maderequired by any applicable Requirement of Law, (ii) the Guarantors Borrower, such Guarantor or the Term Agent, as applicable, shall make such necessary withholdings timely pay the full amount deducted or deductions withheld to the relevant Governmental Authority within the time allowed and in accordance with applicable Requirements of Law and (iii) the Guarantors shall pay the full amount withheld or deducted to the relevant authority according to applicable law so that the Lenders shall not be required to make any deduction or payment of Taxes. Notwithstanding anything contained in this Section, the Guarantors shall not be required to make payment hereunder to the extent withholding or deduction is required to be made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower or such amounts relate Guarantor shall be increased as necessary so that, after making all required deductions and withholdings (including deductions or withholdings applicable to additional sums payable under this Section 4.3), the Term Agent or any period prior Lender, as the case may be, receives an amount equal to the date that is 90 days prior sum it would have received had no such deductions or withholdings on account of Indemnified Taxes or Other Taxes been made. Whenever any Indemnified Taxes or Other Taxes are payable by the Borrower or such Guarantor, as promptly as possible thereafter, the Borrower or Guarantor shall send to the date that Term Agent for its own account or for the Guarantors first receive notice from account of such Lender requesting Lender, as the case may be, a certified copy of an official receipt (or other evidence acceptable to such Lender, acting reasonably) received by the Borrower or such Guarantor showing payment thereof. After any payment of Taxes by any Credit Party to a Governmental Authority as provided in this Section 4.3, such additional amountsCredit Party shall deliver to the Term Agent a copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by laws to report such payment or other evidence of such payment.

Net Payments. All (i) Except as otherwise provided herein, all payments made by the Guarantors Borrower hereunder to a Bank will be ------------ made without set-off setoff or counterclaim. All In addition, all payments made by the Guarantors Borrower hereunder to a Bank also shall be made free and clear of and without deduction or withholding for any Taxes (as hereinafter defined), except to the extent that such deduction or withholding is required by law. For purposes of this Section 18, "Taxes" shall mean any present and all current or future licensetaxes, registration or other fees, taxes or other amounts for or on account of levies, imposts, duties, deductions, withholdings charges or other charges withholdings, and all liabilities with respect thereto excluding: (A) taxes imposed on or measured by all or part of whatsoever nature, imposed, levied, collected, withheld the gross or assessed by net income (but not including any governmental such tax in the nature of a withholding tax) of such Bank or taxing authority, excluding income and franchise taxes imposed on a Lender (i) such Bank by a the jurisdiction under the laws of which such Lender Bank is organized or operating in connection with this Guaranty Agreement has its applicable lending office or any political subdivision thereof or thereof, (iiB) as a result taxes that are imposed on such Bank with respect to transactions unrelated to this Credit Agreement and (C) in the case of a present Bank that is a Non-U.S. Person or former connection between that has participated all or any part of its interests and obligations under the jurisdiction terms of this Credit Agreement to a Participant that is a Non-U.S. Person, taxes imposed upon income effectively connected with such Bank's or such Participant's conduct of a business in the governmental United States or taxing authority imposing taxes that would not have been imposed absent the failure of such taxes Bank or such Participant to provide the documentation required by Section 2.21 or Section 10.03(c)(ii) hereof, respectively (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings, and the Lenderliabilities collectively or individually referred to herein as "Taxes"). If the Guarantors Borrower shall be required to withhold or deduct Taxes (other than U.S. Taxes as defined in Section 4.05 of the Credit Agreement) from any sum payable to a Bank hereunder, (i) the sum payable shall be increased as may be necessary so that the amount received is equal to the sum which would have been received had no withholdings or deductions been made, (ii) the Guarantors Borrower shall make such necessary withholdings or deductions deductions, and (iii) the Guarantors Borrower shall pay the full amount withheld or deducted to the relevant authority according to applicable law so that the Lenders such Bank shall not be required to make any deduction or payment of Taxes. Notwithstanding anything contained in this Section, the Guarantors shall not be required to make payment hereunder to the extent such amounts relate to any period prior to the date that is 90 days prior to the date that the Guarantors first receive notice from such Lender requesting payment of any such additional amounts.

Net Payments. All payments made by the Guarantors Borrowers hereunder will be ------------ made without set-off or counterclaim. All payments by the Guarantors Borrowers hereunder shall be made free and clear of and without deduction or withholding for any Taxes (as hereinafter defined), except to the extent that such deduction or withholding is required by law. For purposes of this Section 184.04, "Taxes" shall mean any present or future license, registration or other fees, taxes or other amounts for or on account of levies, imposts, duties, deductions, withholdings or other charges of whatsoever nature, imposed, levied, collected, withheld or assessed by any governmental or taxing authority, excluding income and franchise taxes imposed on a Lender (i) by a jurisdiction under which such Lender is organized or operating in connection with this Guaranty Agreement or any political subdivision thereof or (ii) as a result of a present or former connection between the jurisdiction of the governmental or taxing authority imposing such taxes and the Lender. If the Guarantors Borrowers shall be required to withhold or deduct Taxes (other than U.S. Taxes as defined in Section 4.05 of the Credit Agreement4.05) from any sum payable hereunder, (i) the sum payable shall be increased as may be necessary so that the amount received is equal to the sum which would have been received had no withholdings or deductions been made, (ii) the Guarantors Borrowers shall make such necessary withholdings or deductions and (iii) the Guarantors Borrowers shall pay the full amount withheld or deducted to the relevant authority according to applicable law so that the Lenders shall not be required to make any deduction or payment of Taxes. Notwithstanding anything contained in this Section, the Guarantors Borrowers shall not be required to make payment hereunder to the extent such amounts relate to any period prior to the date that is 90 days prior to the date that the Guarantors Borrowers first receive notice from such Lender requesting payment of any such additional amounts. Each Lender making a request for compensation under this Section shall use reasonable efforts to change its Eurodollar lending office with a view to mitigate amounts payable hereunder so long as any such change is not unduly burdensome to the Lender.

Net Payments. (a) All payments made by the Guarantors hereunder Borrower hereunder, under any Note or any other Credit Document, will be ------------ made without set-off setoff, counterclaim or counterclaimother defense. All Except as provided for in this Section 5.4(a), all such payments by the Guarantors hereunder shall will be made free and clear of of, and without deduction or withholding for for, any Taxes taxes. If any applicable law (as hereinafter defined)determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any tax from any such payment by a Withholding Agent, except then the applicable Withholding Agent shall be entitled to the extent that make such deduction or withholding is required by and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law. For purposes of this Section 18, "Taxes" shall mean If any present Taxes are so levied or future license, registration or other fees, taxes or other amounts for or on account of levies, imposts, duties, deductions, withholdings or other charges of whatsoever nature, imposed, levied, collected, withheld or assessed by any governmental or taxing authority, excluding income the Borrower agrees to timely pay the full amount of such Taxes and franchise taxes imposed on a Lender such additional amounts (iafter payment of all Taxes) by a jurisdiction under which such Lender is organized or operating in connection with this Guaranty Agreement or any political subdivision thereof or (ii) as a result of a present or former connection between the jurisdiction of the governmental or taxing authority imposing such taxes and the Lender. If the Guarantors shall be required to withhold or deduct Taxes (other than U.S. Taxes as defined in Section 4.05 of the Credit Agreement) from any sum payable hereunder, (i) the sum payable shall be increased as may be necessary so that every payment of all amounts due hereunder, under any Note or under any other Credit Document, after withholding or deduction for or on account of any Taxes, will not be less than the amount received is equal to the sum which would have been received had no withholdings provided for herein or deductions been madein such Note or in such other Credit Document, (ii) the Guarantors shall make such necessary withholdings or deductions and (iii) the Guarantors shall pay the full amount withheld or deducted to the relevant authority according to applicable law so provided, however, that the Lenders Borrower shall not be required to make increase any deduction or payment of Taxes. Notwithstanding anything contained in this Section, the Guarantors shall not be required such amounts payable to make payment hereunder any Lender with respect to any Taxes to the extent such Taxes are (i) attributable to such Lender’s failure to comply with the requirements of Section 5.4(b) or (ii) United States withholding taxes that exceed the United States withholding taxes imposed on amounts relate payable to any period prior such Lender at the time the Lender becomes a party to this Agreement (other than pursuant to an assignment request by the Borrower under Section 2.13) or designates a new lending office, except to the date that is 90 days prior extent that, pursuant to this Section 5.4, amounts with respect to such taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office (Taxes and all such non-excluded taxes described in this Section 5.4(a) being hereinafter referred to as “Indemnified Taxes”). The Borrower will furnish to the Administrative Agent as soon as practicable after the date that the Guarantors first receive notice from such Lender requesting payment of any Taxes, or any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts evidencing such additional amounts.payment by the Borrower. The Borrower will indemnify and hold harmless the Administrative Agent and each Lender, and reimburse the Administrative Agent or such Lender within 10 days after its request, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 5.4) levied or imposed and payable or paid or required to be withheld or deducted by the Administrative Agent or such Lender and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. LEGAL02/35396801v7

Net Payments. The provisions of this Section 16.2 and all references to "Guarantor" contained in this Section 16.2 shall apply only to such Persons, if any, which become a Guarantor pursuant to Section 16.7 and are organized and existing in a jurisdiction outside the United States. All payments of principal of and premium, if any, interest and any other amounts on, or in respect of, the Securities of any series or any Coupon appertaining thereto shall be made by the Guarantors hereunder will be ------------ made Guarantor without set-off withholding or counterclaim. All payments by the Guarantors hereunder shall be made free and clear of and without deduction at source for, or withholding for any Taxes (as hereinafter defined)on account of, except to the extent that such deduction or withholding is required by law. For purposes of this Section 18, "Taxes" shall mean any present or future licensetaxes, registration or other fees, taxes or other amounts for or on account of levies, imposts, duties, deductions, withholdings assessments or other governmental charges of whatsoever nature, imposed, levied, collected, withheld whatever nature imposed or assessed levied by or on behalf of the jurisdiction in which the Guarantor or any governmental or taxing authority, excluding income and franchise taxes imposed on a Lender (i) by a jurisdiction under which such Lender successor is organized or operating in connection with this Guaranty Agreement resident for tax purposes (each, a "Relevant Taxing Jurisdiction") or any political subdivision or taxing authority thereof or therein, unless such taxes, fees, duties, assessments or governmental charges are required to be withheld or deducted by (i) the laws or any related regulations or rulings of a Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein or (ii) as an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a result ruling by a court of competent jurisdiction or by a present or former connection between the jurisdiction of the governmental or taxing authority imposing such taxes and the Lenderin a Relevant Taxing Jurisdiction or any political subdivision thereof). If any withholding or deduction is required in any Relevant Taxing Jurisdiction, the Guarantors shall be required Guarantor shall, subject to withhold certain limitations and exceptions set forth below, pay to the Holder of any such Security or deduct Taxes (other than U.S. Taxes as defined in Section 4.05 of the Credit Agreement) from any sum payable hereunder, (i) the sum payable shall be increased Coupon appertaining thereto such Additional Amounts as may be necessary so that the every net payment of principal, premium, if any, interest or any other amount received is equal made to the sum which would have been received had no withholdings such Holder, after such withholding or deductions been madededuction, (ii) the Guarantors shall make such necessary withholdings or deductions and (iii) the Guarantors shall pay the full amount withheld or deducted to the relevant authority according to applicable law so that the Lenders shall not be required less than the amount provided for in such Security, any Coupons appertaining thereto and this Indenture to make any deduction or payment of Taxes. Notwithstanding anything contained in this Sectionbe then due and payable; provided, the Guarantors shall not be required to make payment hereunder to the extent such amounts relate to any period prior to the date that is 90 days prior to the date however, that the Guarantors first receive notice from such Lender requesting payment foregoing obligation to pay Additional Amounts will not apply on account of any such additional amounts.tax, fee, duty, assessment or governmental charge which is payable:

Net Payments. All payments made by any Guarantor un-der this Agreement, and the Guarantors hereunder will be ------------ made without set-off or counterclaim. All payments by the Guarantors hereunder other Financing Agreements shall be made free and clear of and without deduction or withholding for any Taxes (as hereinafter defined), except to the extent that such deduction or withholding is required by law. For purposes of this Section 18, "Taxes" shall mean any present or future license, registration or other fees, taxes or other amounts reduction for or on account of of, any pre-sent or future income or other taxes, levies, imposts, duties, charges, fees, deductions, withholdings withholdings, now or other charges of whatsoever nature, here-after imposed, levied, collected, withheld or assessed by any governmental country (or by any political subdivision or taxing authorityauthority thereof or therein, excluding including England) other than taxes of the Commonwealth of Puerto Rico measured by or based upon the overall net income and franchise taxes imposed on a of the Lender (isuch taxes being called "Taxes"). If any Taxes are required to be withheld from any amounts payable to the Lender hereunder or any other Financing Agreement, the amounts so payable to the Lender shall be increased to the extent necessary to yield to the Lender (after payment of all Taxes) by a jurisdiction interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement or such other Financing Agreement. It is understood and agreed that the Guarantor shall be obligated to so "gross-up" with respect to payments to the Lender under which such Lender is organized or operating in connection with this Guaranty Agreement the Loans and Letter of Credit Accommodations even though the Guarantor claims an exemption from the payment or withholding of Taxes imposed under the laws of England or any political subdivision governmental agency or body thereof with respect to such payments to the Lender. Whenever any Tax is payable by Guarantor, as promptly as possible thereafter, Guarantor shall send to the Lend-er, a certified copy of an original official receipt showing payment thereof. If the Guarantor fails to pay any Taxes when due to the appropriate taxing authority or (ii) fails to remit to the Lender the required re-ceipts or other required documentary evidence, the Guarantor shall indemnify the Lender for any incremental taxes, interest or penalties that may become payable by the Lender as a result of a present or former connection between the jurisdiction of the governmental or taxing authority imposing any such taxes and the Lenderfailure. If the Guarantors shall be any Taxes are required to withhold or deduct Taxes (other than U.S. Taxes as defined in Section 4.05 of the Credit Agreement) be withheld from any sum amounts payable hereunder, (i) the sum payable shall be increased as may be necessary so that the amount received is equal to the sum which would have been received had no withholdings Lender hereunder or deductions been madeany other Financing Agreement, (ii) the Guarantors shall make such necessary withholdings or deductions and (iii) the Guarantors shall pay the full amount withheld or deducted to the relevant authority according to applicable law so that the Lenders Lender may, but shall not be required to, on behalf of Guarantor, increase the amounts payable to make any deduction or payment of Taxes. Notwithstanding anything contained in this Section, the Guarantors shall not be required to make payment hereunder Lender to the extent necessary to yield to Lender (after payment of all Taxes) interest or any such other amounts relate to any period prior payable hereunder at the rates or in the amounts specified in this Agreement or other Financing Agreement and Lender may, on behalf of the Guarantor, so "gross-up" payments to the date that is 90 days prior to Lender under or in connection with the date that the Guarantors first receive notice from such Lender requesting payment Loans and Letter of any such additional amountsCredit Accommodations.

Net Payments. All (a) Any and all payments made by or on behalf of the Guarantors hereunder will be ------------ made without set-off Borrower or counterclaim. All payments by the Guarantors hereunder any Guarantor under this Agreement or any other Credit Document shall be made free and clear of of, and without deduction or withholding for any Taxes (as hereinafter defined), except to the extent that such deduction or withholding is required by law. For purposes of this Section 18, "Taxes" shall mean any present or future license, registration or other fees, taxes or other amounts for or on account of leviesof, imposts, duties, deductions, withholdings any Indemnified Taxes or other charges of whatsoever nature, imposed, levied, collected, withheld or assessed by any governmental or taxing authority, excluding income and franchise taxes imposed on a Lender (i) by a jurisdiction under which such Lender is organized or operating in connection with this Guaranty Agreement Other Taxes; provided that if the Borrower or any political subdivision thereof Guarantor or (ii) as a result of a present or former connection between the jurisdiction of the governmental or taxing authority imposing such taxes and the Lender. If the Guarantors Administrative Agent shall be required by applicable Requirements of Law to deduct or withhold or deduct any Taxes (other than U.S. Taxes as defined in Section 4.05 of the Credit Agreement) from any sum payable hereundersuch payments, then (i) the sum payable Borrower or such Guarantor or the Administrative Agent shall make such deductions or withholdings as are reasonably determined by the Borrower, such Guarantor or the Administrative Agent to be increased as may be necessary so that the amount received is equal to the sum which would have been received had no withholdings or deductions been maderequired by any applicable Requirement of Law, (ii) the Guarantors Borrower, such Guarantor or the Administrative Agent, as applicable, shall make such necessary withholdings timely pay the full amount deducted or deductions withheld to the relevant Governmental Authority within the time allowed and in accordance with applicable Requirements of Law, and (iii) the Guarantors shall pay the full amount withheld or deducted to the relevant authority according to applicable law so that the Lenders shall not be required to make any deduction or payment of Taxes. Notwithstanding anything contained in this Section, the Guarantors shall not be required to make payment hereunder to the extent withholding or deduction is required to be made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower or such amounts relate Guarantor shall be increased as necessary so that, after making all required deductions and withholdings (including deductions or withholdings applicable to additional sums payable under this Section 5.4), the Administrative Agent or any period prior Lender, as the case may be, receives an amount equal to the date that is 90 days prior sum it would have received had no such deductions or withholdings on account of Indemnified Taxes or Other Taxes been made. Whenever any Indemnified Taxes or Other Taxes are payable by the Borrower or such Guarantor, as promptly as possible thereafter, the Borrower or Guarantor shall send to the date that Administrative Agent for its own account or for the Guarantors first receive notice from account of such Lender requesting Lender, as the case may be, a certified copy of an official receipt (or other evidence acceptable to such Lender, acting reasonably) received by the Borrower or such Guarantor showing payment thereof. After any payment of Taxes by any Credit Party or the Administrative Agent to a Governmental Authority as provided in this Section 5.4, the Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrower, as the case may be, a copy of a receipt issued by such additional amountsGovernmental Authority evidencing such payment, a copy of any return required by laws to report such payment or other evidence of such payment reasonably satisfactory to the Borrower or the Administrative Agent, as the case may be.

Net Payments. All payments made by the Guarantors Borrower hereunder will be ------------ made without set-off or counterclaim. All payments by the Guarantors Borrower hereunder shall be made free and clear of and without deduction or withholding for any Taxes (as hereinafter defined), except to the extent that such deduction or withholding is required by law. For purposes of this Section 184.04, "Taxes" shall mean any present or future license, registration or other fees, taxes or other amounts for or on account of levies, imposts, duties, deductions, withholdings or other charges of whatsoever nature, imposed, levied, collected, withheld or assessed by any governmental or taxing authority, excluding income and franchise taxes imposed on a Lender (i) by a jurisdiction under which such Lender is organized or operating in connection with this Guaranty Agreement or any political subdivision thereof or (ii) as a result of a present or former connection between the jurisdiction of the governmental or taxing authority imposing such taxes and the Lender. If the Guarantors Borrower shall be required to withhold or deduct Taxes (other than U.S. Taxes as defined in Section 4.05 of the Credit Agreement4.05) from any sum payable hereunder, (i) the sum payable shall be increased as may be necessary so that the amount received is equal to the sum which would have been received had no withholdings or deductions been made, (ii) the Guarantors Borrower shall make such necessary withholdings or deductions and (iii) the Guarantors Borrower shall pay the full amount withheld or deducted to the relevant authority according to applicable law so that the Lenders shall not be required to make any deduction or payment of Taxes. Notwithstanding anything contained in this Section, the Guarantors shall not be required to make payment hereunder to the extent such amounts relate to any period prior to the date that is 90 days prior to the date that the Guarantors first receive notice from such Lender requesting payment of any such additional amounts.

Net Payments. All payments made to the Banks and the Agent by the Guarantors hereunder Borrowers hereunder, under any Note or under any other Loan Document will be ------------ made without set-off set off, counterclaim or counterclaimother defense. All such payments by the Guarantors hereunder shall will be made free and clear of of, and without deduction or withholding for any Taxes (as hereinafter defined)for, except to the extent that such deduction or withholding is required by law. For purposes of this Section 18, "Taxes" shall mean any present or future licensetaxes, registration or other fees, taxes or other amounts for or on account of levies, imposts, duties, deductionsfees, withholdings assessments or other charges of whatsoever whatever nature, now or hereafter imposed, levied, collected, withheld or assessed by any governmental or taxing authority, excluding income and franchise taxes imposed on a Lender (i) by a jurisdiction under which such Lender is organized or operating in connection with this Guaranty Agreement or any political subdivision thereof or (ii) as a result of a present or former connection between the jurisdiction of the governmental or taxing authority imposing thereof or therein (but excluding, except as provided below, any Bank Taxes (as defined herein)), and all interest, penalties or similar liabilities with respect thereto (collectively, together with any amounts payable pursuant to the next sentence, "Taxes"). The Borrowers shall also reimburse each Bank, upon the written request of such taxes and Bank, for Taxes imposed on or measured by the Lendergross or net income of such Bank pursuant to the laws of the United States of America (or any State or political subdivision thereof), or the jurisdiction (or any political subdivision or taxing authority thereof) in which the principal office or applicable lending office of such Bank is located (collectively, "Bank Taxes") as such Bank shall determine are payable by such Bank due to the amount of Taxes paid to or on behalf of such Bank pursuant to this or the preceding sentence. If any Taxes are so levied or imposed, each Borrower agrees to pay the Guarantors shall be required to withhold or deduct Taxes (other than U.S. Taxes as defined in Section 4.05 full amount of the Credit Agreement) from any sum payable hereundersuch Taxes, (i) the sum payable shall be increased and such additional amounts as may be necessary so that every payment of all amounts due hereunder, under any Note or under any other Loan Document, after withholding or deduction for or on account of any Taxes, will not be less than the amount received is equal provided for herein or in such Note. Each Borrower will furnish to the sum which would have been received had no withholdings Agent upon request certified copies of tax receipts evidencing such payment by such Borrower. The Borrowers will, on a joint and several basis, indemnify and hold harmless the Agent and each Bank, and reimburse the Agent or deductions been madesuch Bank upon its written request, (ii) for the Guarantors shall make such necessary withholdings or deductions and (iii) the Guarantors shall pay the full amount withheld or deducted to the relevant authority according to applicable law so that the Lenders shall not be required to make any deduction or payment of Taxes. Notwithstanding anything contained in this Section, the Guarantors shall not be required to make payment hereunder to the extent such amounts relate to any period prior to the date that is 90 days prior to the date that the Guarantors first receive notice from such Lender requesting payment of any Taxes so levied or imposed and paid or withheld by such additional amountsBank.

Net Payments. All (a) Any and all payments made by or on behalf of the Guarantors hereunder will be ------------ made without set-off Borrower or counterclaim. All payments by the Guarantors hereunder any Guarantor under this Agreement or any other Credit Document shall be made free and clear of of, and without deduction or withholding for any Taxes (as hereinafter defined), except to the extent that such deduction or withholding is required by law. For purposes of this Section 18, "Taxes" shall mean any present or future license, registration or other fees, taxes or other amounts for or on account of leviesof, imposts, duties, deductions, withholdings any Indemnified Taxes or other charges of whatsoever nature, imposed, levied, collected, withheld or assessed by any governmental or taxing authority, excluding income and franchise taxes imposed on a Lender (i) by a jurisdiction under which such Lender is organized or operating in connection with this Guaranty Agreement Other Taxes; provided that if the Borrower or any political subdivision thereof Guarantor or (ii) as a result of a present or former connection between the jurisdiction of the governmental or taxing authority imposing such taxes and the Lender. If the Guarantors Administrative Agent shall be required by applicable Requirements of Law to deduct or withhold or deduct any Taxes (other than U.S. Taxes as defined in Section 4.05 of the Credit Agreement) from any sum payable hereundersuch payments, then (i) the sum payable Borrower or such Guarantor or the Administrative Agent shall make such deductions or withholdings as are reasonably determined by the Borrower, such Guarantor or the Administrative Agent to be increased as may be necessary so that the amount received is equal to the sum which would have been received had no withholdings or deductions been maderequired by any applicable Requirement of Law, (ii) the Guarantors Borrower, such Guarantor or the Administrative Agent, as applicable, shall make such necessary withholdings timely pay the full amount deducted or deductions withheld to the relevant Governmental Authority within the time allowed and in accordance with applicable Requirements of Law, and (iii) the Guarantors shall pay the full amount withheld or deducted to the relevant authority according to applicable law so that the Lenders shall not be required to make any deduction or payment of Taxes. Notwithstanding anything contained in this Section, the Guarantors shall not be required to make payment hereunder to the extent withholding or deduction is required to be made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower or such amounts relate Guarantor shall be increased as necessary so that after making all required deductions and withholdings (including deductions or withholdings applicable to additional sums payable under this Section 5.4) the Administrative Agent, any period prior Letter of Credit Issuer or any Lender, as the case may be, receives an amount equal to the date that is 90 days prior sum it would have received had no such deductions or withholdings been made. Whenever any Indemnified Taxes or Other Taxes are payable by the Borrower or such Guarantor, as promptly as possible thereafter, the Borrower or Guarantor shall send to the date that Administrative Agent for its own account or for the Guarantors first receive notice from account of such Lender requesting Letter of Credit Issuer or Lender, as the case may be, a certified copy of an official receipt (or other evidence acceptable to such Letter of Credit Issuer or Lender, acting reasonably) received by the Borrower or such Guarantor showing payment thereof. After any payment of 84 Taxes by any Credit Party or the Administrative Agent to a Governmental Authority as provided in this Section 5.4, the Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrower, as the case may be, a copy of a receipt issued by such additional amountsGovernmental Authority evidencing such payment, a copy of any return required by laws to report such payment or other evidence of such payment reasonably satisfactory to the Borrower or the Administrative Agent, as the case may be.

Net Payments. All (a) Any and all payments made by or on behalf of the Guarantors hereunder will be ------------ made without set-off Borrower or counterclaim. All payments by the Guarantors hereunder any Guarantor under this Agreement or any other Credit Document shall be made free and clear of of, and without deduction or withholding for any Taxes (as hereinafter defined), except to the extent that such deduction or withholding is required by law. For purposes of this Section 18, "Taxes" shall mean any present or future license, registration or other fees, taxes or other amounts for or on account of leviesof, imposts, duties, deductions, withholdings any Indemnified Taxes or other charges of whatsoever nature, imposed, levied, collected, withheld or assessed by any governmental or taxing authority, excluding income and franchise taxes imposed on a Lender (i) by a jurisdiction under which such Lender is organized or operating in connection with this Guaranty Agreement Other Taxes; provided that if the Borrower or any political subdivision thereof Guarantor or (ii) as a result of a present or former connection between the jurisdiction of the governmental or taxing authority imposing such taxes and the Lender. If the Guarantors Administrative Agent shall be required by applicable Requirements of Law to deduct or withhold or deduct any Taxes (other than U.S. Taxes as defined in Section 4.05 of the Credit Agreement) from any sum payable hereundersuch payments, then (i) the sum payable Borrower or such Guarantor or the Administrative Agent shall make such deductions or withholdings as are reasonably determined by the Borrower, such Guarantor or the Administrative Agent to be increased as may be necessary so that the amount received is equal to the sum which would have been received had no withholdings or deductions been maderequired by any applicable Requirement of Law, (ii) the Guarantors Borrower, such Guarantor or the Administrative Agent, as applicable, shall make such necessary withholdings timely pay the full amount deducted or deductions withheld to the relevant Governmental Authority within the time allowed and in accordance with applicable Requirements of Law, and (iii) the Guarantors shall pay the full amount withheld or deducted to the relevant authority according to applicable law so that the Lenders shall not be required to make any deduction or payment of Taxes. Notwithstanding anything contained in this Section, the Guarantors shall not be required to make payment hereunder to the extent withholding or deduction is required to be made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower or such amounts relate Guarantor shall be increased as necessary so that, after making all required deductions and withholdings (including deductions or withholdings applicable to additional sums payable under this Section 5.4), the Administrative Agent or any period prior Lender, as the case may be, receives an amount equal to the date that is 90 days prior sum it would have received had no such deductions or withholdings on account of Indemnified Taxes or Other Taxes been made. Whenever any Indemnified Taxes or Other Taxes are payable by the Borrower or such Guarantor, as promptly as possible thereafter, the Borrower or Guarantor shall send to the date that Administrative Agent for its own account or for the Guarantors first receive notice from account of such Lender requesting Lender, as the case may be, a certified copy of an official receipt (or other evidence acceptable to such Lender, acting reasonably) received by the Borrower or such Guarantor showing payment thereof. After any payment of Taxes by any Credit Party or the Administrative Agent to a Governmental Authority as provided in this Section 5.4, the Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrower, as the case may be, a copy of a receipt issued by such additional amounts.Governmental Authority evidencing such payment, a copy of any return required by laws to report such payment or other evidence of such payment reasonably satisfactory to the Borrower or the Administrative Agent, as the case may be. [CREDIT AGREEMENT]

Net Payments. All payments made by under this Credit Agreement and the Guarantors hereunder will Revolving Credit Note and/or the Swingline Note shall be ------------ made without set-off off, counterclaim, recoupment or counterclaim. All payments by the Guarantors hereunder shall defense of any kind and in such amounts as may be made free and clear of and without necessary in order that all such payments, after deduction or withholding for any Taxes (as hereinafter defined), except to the extent that such deduction or withholding is required by law. For purposes of this Section 18, "Taxes" shall mean any present or future license, registration or other fees, taxes or other amounts for or on account of any future taxes, levies, imposts, duties, deductions, withholdings duties or other charges of whatsoever naturenature imposed by the United States or any Governmental Authority, imposed, levied, collected, withheld or assessed by any governmental or taxing authority, excluding income and other than franchise taxes imposed on a Lender (i) by a jurisdiction under which such Lender is organized or operating in connection with this Guaranty Agreement or any political subdivision thereof tax on or (ii) as a result measured by the gross receipts or overall net income of a present any Lender pursuant to the income tax laws of the United States or former connection between any State, or the jurisdiction where each Lender's principal office is located (collectively "Taxes"), shall not be less than the amounts otherwise specified to be paid under this Credit Agreement and the Notes. A certificate as to any additional amounts payable to the Lenders under this Section 2.12 submitted to the Borrower by the Lenders shall show in reasonable detail an accounting of the governmental or taxing authority imposing such taxes amount payable and the Lender. If the Guarantors calculations used to determine in good faith such amount and shall be required conclusive absent manifest or demonstrable error. Any amounts payable by the Borrower under this Section 2.12 with respect to withhold or deduct Taxes (other than U.S. Taxes as defined in Section 4.05 of the Credit Agreement) from any sum payable hereunder, (i) the sum payable past payments shall be increased 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 promptly furnish to the Lenders such certificates, receipts and other documents as may be necessary so that required (in the amount received is equal reasonable judgment of the Lenders) to the sum establish any tax credit to which would have been received had no withholdings or deductions been made, (ii) the Guarantors shall make such necessary withholdings or deductions and (iii) the Guarantors shall pay the full amount withheld or deducted to the relevant authority according to applicable law so that the Lenders shall not may be required to make any deduction or payment of Taxes. Notwithstanding anything contained in this Section, the Guarantors shall not be required to make payment hereunder to the extent such amounts relate to any period prior to the date that is 90 days prior to the date that the Guarantors first receive notice from such Lender requesting payment of any such additional amountsentitled.