Common use of Payments Taxes Clause in Contracts

Payments Taxes. (a) Any and all payments by Guarantor hereunder to Bank shall be made free and clear of and without deduction or withholding for any and all present or future taxes, levies, imposts, deductions, charges or withholdings of whatever nature imposed by any government, political subdivision, bank or taxing authority, and liabilities with respect thereto excluding (i) taxes imposed on or measured by Bank’s income or receipts or minimum tax in lieu thereof, branch profit taxes and franchise taxes, taxes imposed on or measured by Bank’s capital, large federal corporation tax levied or assessed against Bank or other taxes of general application imposed on Bank by the jurisdiction (or any political subdivision thereof) under the laws of which Bank is organized or maintains a lending office or any other jurisdiction in which Bank transacts business, (ii) any tax that is imposed on amounts payable to the Bank pursuant to any law that is in effect at the time the Bank enters into this Agreement (or on amounts payable to any assignee, transferee, or participant in any Indebtedness or obligations under this Agreement (such person, a “Transferee”) pursuant to any law that is in the effect at the time that such Transferee acquires any interest in the Indebtedness or obligations under this Agreement, except to the extent that the transferor of such interest also was subject to such tax), (iii) any such tax attributable to the Bank or any Transferee failing to provide applicable Forms W-8 or any other documents legally required to establish an exemption from such taxes, and (iv) any U.S. federal tax imposed pursuant to Sections 1471-1474 of the Internal Revenue Code, as amended, or any amended or successor version that is substantially comparable (all such excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Excluded Taxes” and all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”), unless such Taxes are required by law or the administration thereof to be deducted or withheld. If Guarantor shall be required by law or the administration thereof to deduct or withhold any such Taxes, from or in respect of any amount payable hereunder, or Bank, including any of its assignees or transferees (each such entity, a “Party”) shall be required to deduct, withhold or remit any Taxes from or out of amounts received by it hereunder, then: (i) the amount payable shall be increased as may be necessary so that after making all required deductions, withholdings or remissions (including deductions, withholdings or remissions applicable to additional amounts paid under this paragraph), each Party shall receive an amount equal to the sum it would have received if no such deduction, withholding or remission were required to be made, and (ii) Guarantor forthwith shall pay the full amount deducted or withheld to the relevant taxation or other authority in accordance with applicable law. (b) Guarantor agrees to pay forthwith any present or future stamp or documentary taxes or any other excise, goods and services, sales or property taxes, charges or similar levies (all such taxes, charges and levies being herein referred to as “Other Taxes”) which arise from any payment made by Guarantor hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Guaranty. (c) Without limiting Bank’s rights hereunder, in the event any taxes, levies, imposts, duties or other charges of whatever nature, other than Excluded Taxes, are assessed against Bank in connection with payments to Bank by Guarantor hereunder or otherwise in connection with this Guaranty, Guarantor shall pay when due and indemnify and hold Bank harmless from such charges, without reducing the net amount of such payments to be made to Bank below that amount which Bank would have received had such taxes or charges had not been assessed. (d) Guarantor further agrees to indemnify each Party for the full amount of Taxes or Other Taxes not deducted or withheld or paid by Guarantor in accordance with any applicable law to the relevant taxation or other authority and any Taxes or Other Taxes imposed by any jurisdiction on the amounts payable by Guarantor under this Guaranty and paid by any Party, and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not any such Taxes or Other Taxes were correctly or legally asserted. Payment under this indemnification shall be made within 15 days from the date Bank makes written demand therefor. A certificate as to the amount of such Taxes or Other Taxes and evidence of payment thereof submitted to Guarantor by Bank shall be prima facie evidence of the amount due from Guarantor to a Party. (e) Guarantor shall furnish to Bank the original or a certified copy of a receipt evidencing any payment of Taxes or Other Taxes made by Guarantor as soon as such receipt becomes available, together with copies of the tax return or other report filed with respect to any such Taxes and/or Other Taxes promptly after such filing, and in any event within 15 days from date of receipt of Bank’s request therefor, accompanied by a certificate of the chief financial officer of Guarantor, which certificate shall indicate the amount of Taxes or Other Taxes, as the case may be, deducted or withheld by Guarantor in respect of payments made hereunder. (f) If requested by Bank at any time, Guarantor shall cause this Guaranty to be registered, notarized or otherwise formalized to the extent at any time required by the applicable laws of England, the applicable laws of any province or other political subdivision of England or the applicable laws of any other country or other jurisdiction in which Guarantor now or in the future maintains any property or assets, and Guarantor shall pay, and indemnify and hold Bank harmless from, any liability for any stamp taxes or any registration, documentation or other types of fees, charges, taxes or fines in connection with any such registration, notarization or formalization. Guarantor shall provide Bank with evidence of such registration within 45 days after Bank’s request for such evidence, which evidence shall be in form and substance satisfactory to Bank. (g) Without prejudice to the survival of any other agreement or obligation of Guarantor hereunder, the obligations of Guarantor under this Section 13 shall survive the termination of this Guaranty and the payment of the Indebtedness.

Payments Taxes. (a) The Guarantor hereby agrees, in furtherance of the foregoing provisions of this Guaranty and not in limitation of any other right which any Guaranteed Party or any other Person may have against the Guarantor by virtue hereof, upon the failure of the Borrower to pay any of the Guaranteed Obligations when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under §362(a) of the Bankruptcy Code or any comparable provision under Irish law), the Guarantor shall forthwith pay, or cause to be paid, in cash, to the Administrative Agent an amount equal to the amount of the Guaranteed Obligations then due as aforesaid (including interest which, but for the filing of a petition in any Insolvency Proceeding with respect to the Borrower, would have accrued on such Guaranteed Obligations, whether or not a claim is allowed against the Borrower for such interest in any such Insolvency Proceeding). The Guarantor shall make each payment hereunder, unconditionally in full without set-off, counterclaim or other defense, on the day when due in Dollars, in immediately available funds, to the Administrative Agent at such office of the Administrative Agent and to such account as the Administrative Agent shall specify in writing to the Guarantor. (b) Any and all payments by the Guarantor hereunder to Bank or for the account of any Guaranteed Party under the Guarantor Documents shall be made free and clear of and without deduction or withholding for any and all present or future taxes, duties, levies, imposts, deductions, charges assessments, fees, withholdings or withholdings of whatever nature imposed by any government, political subdivision, bank or taxing authoritysimilar charges, and all liabilities with respect thereto excluding (i) taxes imposed on thereto, now or measured hereafter imposed, levied, collected, withheld or assessed by Bank’s income or receipts or minimum tax any Governmental Authority, excluding, in lieu thereof, branch profit taxes and franchise taxesthe case of any Guaranteed Party, taxes imposed on or measured by Bank’s capitalits overall net income, large federal corporation tax levied or assessed against Bank or other and franchise taxes of general application imposed on Bank it, by the jurisdiction (or any political subdivision thereof) under the laws Laws of which Bank such Guaranteed Party is organized or maintains a lending office or any other jurisdiction in which Bank transacts business, (ii) any tax that is imposed on amounts payable to the Bank pursuant to any law that is in effect at the time the Bank enters into this Agreement (or on amounts payable to any assignee, transferee, or participant in any Indebtedness or obligations under this Agreement (such person, a “Transferee”) pursuant to any law that is in the effect at the time that such Transferee acquires any interest in the Indebtedness or obligations under this Agreement, except to the extent that the transferor of such interest also was subject to such tax), (iii) any such tax attributable to the Bank or any Transferee failing to provide applicable Forms W-8 or any other documents legally required to establish an exemption from such taxes, and (iv) any U.S. federal tax imposed pursuant to Sections 1471-1474 of the Internal Revenue Code, as amended, or any amended or successor version that is substantially comparable (all such non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, withholdings and liabilities being hereinafter referred to as “Excluded Taxes” and all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”), unless such Taxes are required by law or the administration thereof to be deducted or withheld. If the Guarantor shall be required by law or the administration thereof any Laws to deduct or withhold any such Taxes, Taxes from or in respect of any amount sum payable hereunder, or Bank, including under the Guarantor Documents to any of its assignees or transferees (each such entity, a “Party”) shall be required to deduct, withhold or remit any Taxes from or out of amounts received by it hereunder, then: Guaranteed Party then (i) the amount sum payable shall be increased as may be necessary so that after making all required deductions, withholdings or remissions deductions (including deductions, withholdings or remissions deductions applicable to additional amounts paid sums payable under this paragraphSection), each of the Administrative Agent and such other Guaranteed Party shall receive receives an amount equal to the sum it would have received if had no such deduction, withholding or remission were required to be deductions been made, and (ii) the Guarantor forthwith shall make such deductions, (iii) the Guarantor shall pay the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable lawLaws, and (iv) within 30 days after the date of such payment, the Guarantor shall furnish to the Administrative Agent (which shall forward the same to such Guaranteed Party) the original or a certified copy of a receipt evidencing payment thereof. (bc) In addition, the Guarantor agrees to pay forthwith any and all present or future stamp stamp, court or documentary taxes or and any other excise, goods and services, sales excise or property taxes, taxes or charges or similar levies (all such taxes, charges and levies being herein referred to as “Other Taxes”) which arise from any payment made by under the Guarantor hereunder Documents or from the execution, delivery delivery, performance, enforcement or registration of, or otherwise with respect to, this Guaranty. the Guarantor Documents (c) Without limiting Bank’s rights hereunder, in the event any taxes, levies, imposts, duties or other charges of whatever nature, other than Excluded hereinafter referred to as “Other Taxes, are assessed against Bank in connection with payments to Bank by Guarantor hereunder or otherwise in connection with this Guaranty, Guarantor shall pay when due and indemnify and hold Bank harmless from such charges, without reducing the net amount of such payments to be made to Bank below that amount which Bank would have received had such taxes or charges had not been assessed”). (d) If the Guarantor further shall be required to deduct or pay any Taxes or Other Taxes from or in respect of any sum payable under the Guarantor Documents to any Guaranteed Party, the Guarantor shall also pay to the Administrative Agent or to such Guaranteed Party, as the case may be, at the time interest is paid, such additional amount that the Administrative Agent or such Guaranteed Party specifies is necessary to preserve the after-tax yield (after factoring in all taxes, including taxes imposed on or measured by net income) that the Administrative Agent or such Guaranteed Party would have received if such Taxes or Other Taxes had not been imposed. (e) The Guarantor agrees to indemnify the Administrative Agent and each other Guaranteed Party for (i) the full amount of Taxes or and Other Taxes not deducted or withheld or paid by Guarantor in accordance with any applicable law to the relevant taxation or other authority and (including any Taxes or Other Taxes imposed or asserted by any jurisdiction on the amounts payable by Guarantor under this Guaranty and Section) paid by any the Administrative Agent and such Guaranteed Party, (ii) amounts payable under Section 9(d) and (iii) any liability (including additions to tax, penalties, interest and expenses) arising therefrom or with respect thereto, in each case whether or not any such Taxes or Other Taxes were correctly or legally assertedimposed or asserted by the relevant Governmental Authority. Payment under this indemnification subsection (e) shall be made within 15 30 days from after the date Bank the Guaranteed Party or the Administrative Agent makes written a demand therefor. A certificate as to Such demand for payment shall include a schedule setting out in reasonable detail the calculation of the amount of such liability for Taxes or Other Taxes and evidence of payment thereof submitted asserted by the Guaranteed Party or Administrative Agent to Guarantor by Bank be due, but no Guaranteed Party shall be prima facie evidence of the amount due from Guarantor obliged to a Party. (e) Guarantor shall furnish to Bank the original disclose its tax returns or a certified copy of a receipt evidencing any payment of Taxes or Other Taxes made by Guarantor as soon as such receipt becomes available, together with copies of the tax return or other report filed with respect to any such Taxes and/or Other Taxes promptly after such filing, and in any event within 15 days from date of receipt of Bank’s request therefor, accompanied by a certificate of the chief financial officer of Guarantor, which certificate shall indicate the amount of Taxes or Other Taxes, as the case may be, deducted or withheld by Guarantor in respect of payments made hereunderworking papers. (f) If requested by Bank at any time, Guarantor shall cause this Guaranty to be registered, notarized or otherwise formalized to the extent at any time required Any payments by the applicable laws Guarantor hereunder the application of Englandwhich is not otherwise provided for herein, the applicable laws of any province or other political subdivision of England or the applicable laws of any other country or other jurisdiction in which Guarantor now or shall be applied in the future maintains any property or assets, and Guarantor shall pay, and indemnify and hold Bank harmless from, any liability for any stamp taxes or any registration, documentation or other types order specified in Clause 26.5 of fees, charges, taxes or fines in connection with any such registration, notarization or formalization. Guarantor shall provide Bank with evidence of such registration within 45 days after Bank’s request for such evidence, which evidence shall be in form and substance satisfactory to Bankthe Credit Agreement. (g) Without prejudice to the survival of any other agreement or obligation of Guarantor hereunder, the obligations of Guarantor under The agreements in this Section 13 9 shall survive the termination of this Guaranty and the payment of all Guaranteed Obligations. (h) The provisions of Clauses 12.4 and 15.1 of the IndebtednessCredit Agreement shall apply to this Section 9.

Payments Taxes. (a) Any and all payments by Guarantor hereunder to Bank shall be made free and clear of and without deduction or withholding for any and all present or future taxes, levies, imposts, deductions, charges or withholdings of whatever nature imposed by any government, political subdivision, bank or taxing authority, and liabilities with respect thereto excluding (i) taxes imposed on or measured by Bank’s 's income or receipts or minimum tax in lieu thereof, branch profit taxes and franchise taxes, taxes imposed on or measured by Bank’s 's capital, large federal corporation tax levied or assessed against Bank or other taxes of general application imposed on Bank by the jurisdiction (or any political subdivision thereof) under the laws of which Bank is organized or maintains a lending office or any other jurisdiction in which Bank transacts businessbusiness , (ii) any tax that is imposed on amounts payable to the Bank pursuant to any law that is in effect at the time the Bank enters into this Agreement (or on amounts payable to any assignee, transferee, or participant in any Indebtedness or obligations under this Agreement (such person, a “"Transferee”") pursuant to any law that is in the effect at the time that such Transferee acquires any interest in the Indebtedness or obligations under this Agreement, except to the extent that the transferor of such interest also was subject to such tax), (iii) any such tax attributable to the Bank or any Transferee failing to provide applicable Forms W-8 or any other documents legally required to establish an exemption from such taxes, and (iv) any U.S. federal tax imposed pursuant to Sections 1471-1474 of the Internal Revenue Code, as amended, or any amended or successor version that is substantially comparable (all such excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “"Excluded Taxes” " and all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “"Taxes”"), unless such Taxes are required by law or the administration thereof to be deducted or withheld. If Guarantor shall be required by law or the administration thereof to deduct or withhold any such Taxes, from or in respect of any amount payable hereunder, or Bank, including any of its assignees or transferees (each such entity, a “"Party”") shall be required to deduct, withhold or remit any Taxes from or out of amounts received by it hereunder, then: (i) the amount payable shall be increased as may be necessary so that after making all required deductions, withholdings or remissions (including deductions, withholdings or remissions applicable to additional amounts paid under this paragraph), each Party shall receive an amount equal to the sum it would have received if no such deduction, withholding or remission were required to be made, and (ii) Guarantor forthwith shall pay the full amount deducted or withheld to the relevant taxation or other authority in accordance with applicable law. (b) Guarantor agrees to pay forthwith any present or future stamp or documentary taxes or any other excise, goods and services, sales or property taxes, charges or similar levies (all such taxes, charges and levies being herein referred to as “"Other Taxes”') which arise from any payment made by Guarantor hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Guaranty. (c) Without limiting Bank’s 's rights hereunder, in the event any taxes, levies, imposts, duties or other charges of whatever nature, other than Excluded Taxes, are assessed against Bank in connection with payments to Bank by Guarantor hereunder or otherwise in connection with this Guaranty, Guarantor shall pay when due and indemnify and hold Bank harmless from such charges, without reducing the net amount of such payments to be made to Bank below that amount which Bank would have received had such taxes or charges had not been assessed. (d) Guarantor further agrees to indemnify each Party for the full amount of Taxes or Other Taxes not deducted or withheld or paid by Guarantor in accordance with any applicable law to the relevant taxation or other authority and any Taxes or Other Taxes imposed by any jurisdiction on the amounts payable by Guarantor under this Guaranty and paid by any Party, and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not any such Taxes or Other Taxes were correctly or legally asserted. Payment under this indemnification shall be made within 15 days from the date Bank makes written demand therefor. A certificate as to the amount of such Taxes or Other Taxes and evidence of payment thereof submitted to Guarantor by Bank shall be prima facie evidence of the amount due from Guarantor to a Party. (e) Guarantor shall furnish to Bank the original or a certified copy of a receipt evidencing any payment of Taxes or Other Taxes made by Guarantor as soon as such receipt becomes available, together with copies of the tax return or other report filed with respect to any such Taxes and/or Other Taxes promptly after such filing, and in any event within 15 days from date of receipt of Bank’s 's request therefor, accompanied by a certificate of the chief financial officer of Guarantor, which certificate shall indicate the amount of Taxes or Other Taxes, as the case may be, deducted or withheld by Guarantor in respect of payments made hereunder. (f) If requested by Bank at any time, Guarantor shall cause this Guaranty to be registered, notarized or otherwise formalized to the extent at any time required by the applicable laws of England, the applicable laws of any province or other political subdivision of England or the applicable laws of any other country or other jurisdiction in which Guarantor now or in the future maintains any property or assets, and Guarantor shall pay, and indemnify and hold Bank harmless from, any liability for any stamp taxes or any registration, documentation or other types of fees, charges, taxes or fines in connection with any such registration, notarization or formalization. Guarantor shall provide Bank with evidence of such registration within 45 days after Bank’s 's request for such evidence, which evidence shall be in form and substance satisfactory to Bank. (g) Without prejudice to the survival of any other agreement or obligation of Guarantor hereunder, the obligations of Guarantor under this Section 13 shall survive the termination of this Guaranty and the payment of the Indebtedness.

Payments Taxes. (a) The Guarantor hereby agrees, in furtherance of the foregoing provisions of this Guaranty and not in limitation of any other right which any Guaranteed Party or any other Person may have against the Guarantor by virtue hereof, upon the failure of the Borrower to pay any of the Guaranteed Obligations when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under §362(a) of the Bankruptcy Code or any comparable provision under Irish law), the Guarantor shall forthwith pay, or cause to be paid, in cash, to the Administrative Agent an amount equal to the amount of the Guaranteed Obligations then due as aforesaid (including interest which, but for the filing of a petition in any Insolvency Proceeding with respect to the Borrower, would have accrued on such Guaranteed Obligations, whether or not a claim is allowed against the Borrower for such interest in any such Insolvency Proceeding). The Guarantor shall make each payment hereunder, unconditionally in full without set-off, counterclaim or other defense, on the day when due in Dollars, in immediately available funds, to the Administrative Agent at such office of the Administrative Agent and to such account as the Administrative Agent shall specify in writing to the Guarantor. (b) Any and all payments by the Guarantor hereunder to Bank or for the account of any Guaranteed Party under the Guaranty Documents shall be made free and clear of and without deduction or withholding for any and all present or future taxes, duties, levies, imposts, deductions, charges assessments, fees, withholdings or withholdings of whatever nature imposed by any government, political subdivision, bank or taxing authoritysimilar charges, and all liabilities with respect thereto excluding (i) taxes imposed on thereto, now or measured hereafter imposed, levied, collected, withheld or assessed by Bank’s income or receipts or minimum tax any Governmental Authority, excluding, in lieu thereof, branch profit taxes and franchise taxesthe case of any Guaranteed Party, taxes imposed on or measured by Bank’s capitalits overall net income, large federal corporation tax levied or assessed against Bank or other and franchise taxes of general application imposed on Bank it, by the jurisdiction (or any political subdivision thereof) under the laws Laws of which Bank such Guaranteed Party is organized or maintains a lending office or any other jurisdiction in which Bank transacts business, (ii) any tax that is imposed on amounts payable to the Bank pursuant to any law that is in effect at the time the Bank enters into this Agreement (or on amounts payable to any assignee, transferee, or participant in any Indebtedness or obligations under this Agreement (such person, a “Transferee”) pursuant to any law that is in the effect at the time that such Transferee acquires any interest in the Indebtedness or obligations under this Agreement, except to the extent that the transferor of such interest also was subject to such tax), (iii) any such tax attributable to the Bank or any Transferee failing to provide applicable Forms W-8 or any other documents legally required to establish an exemption from such taxes, and (iv) any U.S. federal tax imposed pursuant to Sections 1471-1474 of the Internal Revenue Code, as amended, or any amended or successor version that is substantially comparable (all such non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, withholdings and liabilities being hereinafter referred to as “Excluded Taxes” and all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”), unless such Taxes are required by law or the administration thereof to be deducted or withheld. If the Guarantor shall be required by law or the administration thereof any Laws to deduct or withhold any such Taxes, Taxes from or in respect of any amount sum payable hereunder, or Bank, including under the Guaranty Documents to any of its assignees or transferees (each such entity, a “Party”) shall be required to deduct, withhold or remit any Taxes from or out of amounts received by it hereunder, then: Guaranteed Party then (i) the amount sum payable shall be increased as may be necessary so that after making all required deductions, withholdings or remissions deductions (including deductions, withholdings or remissions deductions applicable to additional amounts paid sums payable under this paragraphSection), each of the Administrative Agent and such other Guaranteed Party shall receive receives an amount equal to the sum it would have received if had no such deduction, withholding or remission were required to be deductions been made, and (ii) the Guarantor forthwith shall make such deductions, (iii) the Guarantor shall pay the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable lawLaws, and (iv) within 30 days after the date of such payment, the Guarantor shall furnish to the Administrative Agent (which shall forward the same to such Guaranteed Party) the original or a certified copy of a receipt evidencing payment thereof. (bc) In addition, the Guarantor agrees to pay forthwith any and all present or future stamp stamp, court or documentary taxes or and any other excise, goods and services, sales excise or property taxes, taxes or charges or similar levies (all such taxes, charges and levies being herein referred to as “Other Taxes”) which arise from any payment made by Guarantor hereunder under the Guaranty Documents or from the execution, delivery delivery, performance, enforcement or registration of, or otherwise with respect to, this Guaranty. the Guaranty Documents (c) Without limiting Bank’s rights hereunder, in the event any taxes, levies, imposts, duties or other charges of whatever nature, other than Excluded hereinafter referred to as “Other Taxes, are assessed against Bank in connection with payments to Bank by Guarantor hereunder or otherwise in connection with this Guaranty, Guarantor shall pay when due and indemnify and hold Bank harmless from such charges, without reducing the net amount of such payments to be made to Bank below that amount which Bank would have received had such taxes or charges had not been assessed”). (d) If the Guarantor further shall be required to deduct or pay any Taxes or Other Taxes from or in respect of any sum payable under the Guaranty Documents to any Guaranteed Party, the Guarantor shall also pay to the Administrative Agent or to such Guaranteed Party, as the case may be, at the time interest is paid, such additional amount that the Administrative Agent or such Guaranteed Party specifies is necessary to preserve the after-tax yield (after factoring in all taxes, including taxes imposed on or measured by net income) that the Administrative Agent or such Guaranteed Party would have received if such Taxes or Other Taxes had not been imposed. (e) The Guarantor agrees to indemnify the Administrative Agent and each other Guaranteed Party for (i) the full amount of Taxes or and Other Taxes not deducted or withheld or paid by Guarantor in accordance with any applicable law to the relevant taxation or other authority and (including any Taxes or Other Taxes imposed or asserted by any jurisdiction on the amounts payable by Guarantor under this Guaranty and Section) paid by any the Administrative Agent and such Guaranteed Party, (ii) amounts payable under Section 9(d) and (iii) any liability (including additions to tax, penalties, interest and expenses) arising therefrom or with respect thereto, in each case whether or not any such Taxes or Other Taxes were correctly or legally assertedimposed or asserted by the relevant Governmental Authority. Payment under this indemnification subsection (e) shall be made within 15 30 days from after the date Bank the Guaranteed Party or the Administrative Agent makes written a demand therefor. A certificate as to Such demand for payment shall include a schedule setting out in reasonable detail the calculation of the amount of such liability for Taxes or Other Taxes and evidence of payment thereof submitted asserted by the Guaranteed Party or Administrative Agent to Guarantor by Bank be due, but no Guaranteed Party shall be prima facie evidence of the amount due from Guarantor obliged to a Party. (e) Guarantor shall furnish to Bank the original disclose its tax returns or a certified copy of a receipt evidencing any payment of Taxes or Other Taxes made by Guarantor as soon as such receipt becomes available, together with copies of the tax return or other report filed with respect to any such Taxes and/or Other Taxes promptly after such filing, and in any event within 15 days from date of receipt of Bank’s request therefor, accompanied by a certificate of the chief financial officer of Guarantor, which certificate shall indicate the amount of Taxes or Other Taxes, as the case may be, deducted or withheld by Guarantor in respect of payments made hereunderworking papers. (f) If requested by Bank at any time, Guarantor shall cause this Guaranty to be registered, notarized or otherwise formalized to the extent at any time required Any payments by the applicable laws Guarantor hereunder the application of Englandwhich is not otherwise provided for herein, the applicable laws of any province or other political subdivision of England or the applicable laws of any other country or other jurisdiction in which Guarantor now or shall be applied in the future maintains any property or assets, and Guarantor shall pay, and indemnify and hold Bank harmless from, any liability for any stamp taxes or any registration, documentation or other types order specified in Clause 26.5 of fees, charges, taxes or fines in connection with any such registration, notarization or formalization. Guarantor shall provide Bank with evidence of such registration within 45 days after Bank’s request for such evidence, which evidence shall be in form and substance satisfactory to Bankthe Credit Agreement. (g) Without prejudice to the survival of any other agreement or obligation of Guarantor hereunder, the obligations of Guarantor under The agreements in this Section 13 9 shall survive the termination of this Guaranty and the payment of all Guaranteed Obligations. (h) The provisions of Clauses 12.4 and 15.1 of the IndebtednessCredit Agreement shall apply to this Section 9.

Payments Taxes. (a) Any and all payments by Guarantor hereunder to Bank shall be made free and clear of and without deduction or withholding for any and all present or future taxes, levies, imposts, deductions, charges or withholdings of whatever nature imposed by any government, political subdivision, bank or taxing authority, and liabilities with respect thereto excluding (i) taxes imposed on or measured by Bank’s 's income or receipts or minimum tax in lieu thereof, branch profit taxes and franchise taxes, taxes imposed on or measured by Bank’s 's capital, large federal corporation tax levied or assessed against Bank or other taxes of general application imposed on Bank by the jurisdiction (or any political subdivision thereof) under the laws of which Bank is organized or maintains a lending office or any other jurisdiction in which Bank transacts businessbusiness , (ii) any tax that is imposed on amounts payable to the Bank pursuant to any law that is in effect at the time the Bank enters into this Agreement (or on amounts payable to any assignee, transferee, or participant in any Indebtedness or obligations under this Agreement (such person, a “"Transferee”") pursuant to any law that is in the effect at the time that such Transferee acquires any interest in the Indebtedness or obligations under this Agreement, except to the extent that the transferor of such interest also was subject to such tax), (iii) any such tax attributable to the Bank or any Transferee failing to provide applicable Forms W-8 or any other documents legally required to establish an exemption from such taxes, and (iv) any U.S. federal tax imposed pursuant to Sections 1471-1474 of the Internal Revenue Code, as amended, or any amended or successor version that is substantially comparable (all such excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “"Excluded Taxes” " and all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “"Taxes”"), unless such Taxes are required by law or the administration thereof to be deducted or withheld. If Guarantor shall be required by law or the administration thereof to deduct or withhold any such Taxes, from or in respect of any amount payable hereunder, or Bank, including any of its assignees or transferees (each such entity, a “"Party”") shall be required to deduct, withhold or remit any Taxes from or out of amounts received by it hereunder, then: (i) the amount payable shall be increased as may be necessary so that after making all required deductions, withholdings or remissions (including deductions, withholdings or remissions applicable to additional amounts paid under this paragraph), each Party shall receive an amount equal to the sum it would have received if no such deduction, withholding or remission were required to be made, and (ii) Guarantor forthwith shall pay the full amount deducted or withheld to the relevant taxation or other authority in accordance with applicable law. (b) Guarantor agrees to pay forthwith any present or future stamp or documentary taxes or any other excise, goods and services, sales or property taxes, charges or similar levies (all such taxes, charges and levies being herein referred to as “Other Taxes”) which arise from any payment made by Guarantor hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Guaranty. (c) Without limiting Bank’s rights hereunder, in the event any taxes, levies, imposts, duties or other charges of whatever nature, other than Excluded Taxes, are assessed against Bank in connection with payments to Bank by Guarantor hereunder or otherwise in connection with this Guaranty, Guarantor shall pay when due and indemnify and hold Bank harmless from such charges, without reducing the net amount of such payments to be made to Bank below that amount which Bank would have received had such taxes or charges had not been assessed. (d) Guarantor further agrees to indemnify each Party for the full amount of Taxes or Other Taxes not deducted or withheld or paid by Guarantor in accordance with any applicable law to the relevant taxation or other authority and any Taxes or Other Taxes imposed by any jurisdiction on the amounts payable by Guarantor under this Guaranty and paid by any Party, and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not any such Taxes or Other Taxes were correctly or legally asserted. Payment under this indemnification shall be made within 15 days from the date Bank makes written demand therefor. A certificate as to the amount of such Taxes or Other Taxes and evidence of payment thereof submitted to Guarantor by Bank shall be prima facie evidence of the amount due from Guarantor to a Party. (e) Guarantor shall furnish to Bank the original or a certified copy of a receipt evidencing any payment of Taxes or Other Taxes made by Guarantor as soon as such receipt becomes available, together with copies of the tax return or other report filed with respect to any such Taxes and/or Other Taxes promptly after such filing, and in any event within 15 days from date of receipt of Bank’s request therefor, accompanied by a certificate of the chief financial officer of Guarantor, which certificate shall indicate the amount of Taxes or Other Taxes, as the case may be, deducted or withheld by Guarantor in respect of payments made hereunder. (f) If requested by Bank at any time, Guarantor shall cause this Guaranty to be registered, notarized or otherwise formalized to the extent at any time required by the applicable laws of England, the applicable laws of any province or other political subdivision of England or the applicable laws of any other country or other jurisdiction in which Guarantor now or in the future maintains any property or assets, and Guarantor shall pay, and indemnify and hold Bank harmless from, any liability for any stamp taxes or any registration, documentation or other types of fees, charges, taxes or fines in connection with any such registration, notarization or formalization. Guarantor shall provide Bank with evidence of such registration within 45 days after Bank’s request for such evidence, which evidence shall be in form and substance satisfactory to Bank. (g) Without prejudice to the survival of any other agreement or obligation of Guarantor hereunder, the obligations of Guarantor under this Section 13 shall survive the termination of this Guaranty and the payment of the Indebtedness.