Common use of Payments to be Free of Deductions Clause in Contracts

Payments to be Free of Deductions. Each payment payable by the Guarantor to the Guaranteed Party under this Agreement shall be made without any set-off or counterclaim whatsoever and shall be free and clear of and without deduction for any Taxes, levies, imports, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any governmental authority unless the Guarantor is compelled by Law to make such deduction or withholding. If any such obligation is imposed upon the Guarantor with respect to any payment payable by the Guarantor to the Guaranteed Party hereunder, the Guarantor shall pay to the Guaranteed Party, on the date on which the said payment shall become due and payable hereunder, such additional amount as shall be necessary to enable the Guaranteed Party to receive the same net amount which the Guaranteed Party would have received on such due date had no such obligation been imposed upon the Guarantor. If any additional amount is paid by the Guarantor to any Guaranteed Party for or on account of any Taxes, levies, imports, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions pursuant to this Section 10, then, if the Guaranteed Party at its sole discretion determines that it has received or been granted a refund of, credit against or remission for such Taxes, levies, imports, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions, the Guaranteed Party shall, to the extent that it can do so without prejudice to the retention of the amount of such refund, credit or remission, reimburse to the Guarantor such amount as the Guaranteed Party shall, in its sole discretion, determine to be attributable to the relevant Taxes, levies, imports, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions.

Payments to be Free of Deductions. Each payment payable by the Guarantor to the Guaranteed Party Parties under this Agreement shall be made without any set-off or counterclaim whatsoever and shall be free and clear of and without deduction for any Taxes, levies, imports, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any governmental authority unless the Guarantor is compelled by Law to make such deduction or withholding. If any such obligation is imposed upon the Guarantor with respect to any payment payable by the Guarantor to the Guaranteed Party Parties hereunder, the Guarantor shall pay to the Guaranteed PartyParties, on the date on which the said payment shall become due and payable hereunder, such additional amount as shall be necessary to enable the Guaranteed Party Parties to receive the same net amount which the Guaranteed Party Parties would have received on such due date had no such obligation been imposed upon the Guarantor. If any additional amount is paid by the Guarantor to any Guaranteed Party for or on account of any Taxes, levies, imports, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions pursuant to this Section 1011, then, if the such Guaranteed Party at its sole discretion determines that it has received or been granted a refund of, credit against or remission for such Taxes, levies, imports, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions, the such Guaranteed Party shall, to the extent that it can do so without prejudice to the retention of the amount of such refund, credit or remission, reimburse to the Guarantor such amount as the such Guaranteed Party shall, in its sole discretion, determine to be attributable to the relevant Taxes, levies, imports, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions.

Payments to be Free of Deductions. Each payment payable All payments by the Guarantor to the Guaranteed Party --------------------------------- Borrower under this Agreement shall be made without any set-off setoff or counterclaim whatsoever and shall be free and clear of of, and without deduction for for, any Taxestaxes (other than any taxes imposed on or measured by the gross income or profits of the Bank), levies, importsimposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any governmental country or any political subdivision thereof or taxing or other authority therein unless the Guarantor Borrower is compelled by Law law to make such deduction or withholding. If any such obligation is imposed upon the Guarantor Borrower with respect to any payment amount payable by the Guarantor to the Guaranteed Party it hereunder, the Guarantor shall it will pay to the Guaranteed PartyBank, on the date on which the said payment shall become such amount becomes due and payable hereunderhereunder and in Dollars, such additional amount as shall be necessary to enable the Guaranteed Party Bank to receive the same net amount which the Guaranteed Party it would have received on such due date had no such obligation been imposed upon the GuarantorBorrower. If the Bank is at any time, or any permitted assignee of the Bank hereunder (an "Assignee"), is organized under the laws of any jurisdiction other than the United States or any state or other political subdivision thereof, the Bank or the Assignee shall deliver to the Borrower on the date it becomes a party to this Agreement, and at such other times as may be necessary in the determination of the Borrower in its reasonable discretion, such certificates, documents or other evidence, properly completed and duly executed by the Bank or the Assignee (including, without limitation, Internal Revenue Service Form 1001 or Form 4224 or any other certificate or statement of exemption required by Treasury Regulations Section 1.1441-4(a) or Section 1.1441-6(c) or any successor thereto) to establish that the Bank or the Assignee is not subject to deduction or withholding of United States Federal Income Tax under Section 1441 or 1442 of the Internal Revenue Code or otherwise (or under any comparable provisions of any successor statute) with respect to any payments to the Bank or the Assignee of principal, interest, fees or other amounts payable hereunder. Borrower shall not be required to pay any additional amount is paid by to the Guarantor Bank or any Assignee under this Section 2.14 if the Bank or such Assignee shall have failed to satisfy the requirements of the immediately preceding sentence; provided that if the Bank or any Guaranteed Party for or Assignee shall have satisfied such -------- requirements on account the date it became a party to this Agreement, nothing in this Section 2.14 shall relieve Borrower of its obligation to pay any Taxes, levies, imports, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions additional amounts pursuant to this Section 102.14 in the event that, then, if the Guaranteed Party at its sole discretion determines that it has received or been granted as a refund of, credit against or remission for such Taxes, levies, imports, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditionsresult of any change in applicable law, the Guaranteed Party shallBank or such Assignee is no longer properly entitled to deliver certificates, documents or other evidence at a subsequent date establishing the fact that the Bank or the Assignee is not subject to withholding as described in the extent that it can do so without prejudice to the retention of the amount of such refund, credit or remission, reimburse to the Guarantor such amount as the Guaranteed Party shall, in its sole discretion, determine to be attributable to the relevant Taxes, levies, imports, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditionsimmediately preceding sentence.

Payments to be Free of Deductions. Each payment payable to be made by the Guarantor Borrowers to the Guaranteed Party Agent or any Lender under this Agreement Agreement, any Note or any of the other Loan Documents shall be made in accordance with Section 2.8, without any set-off or counterclaim whatsoever and shall be free and clear of and without any deduction of any kind for any Taxes, levies, importsimposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any governmental political subdivision or any taxing or other authority therein, unless the Guarantor is Borrowers are compelled by Law law to make any such deduction or withholding. If any such obligation to deduct or withhold is imposed upon the Guarantor Borrowers with respect to any such payment payable by Borrowers to Agent or any Lender, (i) Borrowers shall be permitted to make the Guarantor deduction or withholding required by law in respect of the said payment and (ii) there shall become and be absolutely due and payable by Borrowers to the Guaranteed Party hereunderAgent, the Guarantor shall pay to the Guaranteed Party, LC Issuer or such Lender on the date on which the said payment shall become due and payable hereunderpayable, and Borrowers hereby promise to pay to Agent, LC Issuer or such Lender on such date, such additional amount as shall be necessary to enable the Guaranteed Party Agent, LC Issuer or such Lender to receive the same net amount which the Guaranteed Party Agent, LC Issuer or such Lender would have received on such due date had no such obligation been imposed upon by law. Anything in this Section 2.9 to the Guarantor. If any additional amount is paid by contrary notwithstanding, the Guarantor to any Guaranteed Party for or on account foregoing provisions of this Section 2.9 shall not apply in the case of any Taxes, levies, imports, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions deductions or conditions pursuant to this Section 10, then, if the Guaranteed Party at its sole discretion determines that it has received withholdings made in respect of Taxes charged upon or been granted a refund of, credit against or remission for such Taxes, levies, imports, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions, the Guaranteed Party shall, by reference to the extent overall net income, profits or gains of Agent, LC Issuer or any Lender. Each Lender that it can do so without prejudice is entitled to an exemption from or reduction in withholding Tax under the retention of jurisdiction in which a Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to Borrowers (with a copy to Agent), at the amount of times prescribed by applicable law, properly completed and executed documentation prescribed by applicable law or reasonably requested by Borrowers as will permit such refund, credit or remission, reimburse to the Guarantor such amount as the Guaranteed Party shall, in its sole discretion, determine payments to be attributable to the relevant Taxes, levies, imports, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions made without withholding or conditionsat a reduced rate.

Payments to be Free of Deductions. (a) Each payment payable by the Guarantor Company to the Guaranteed Party Administrator, any Co-Administrative Agent or any Bank under this Agreement or any other Credit Document shall be made in accordance with Section 1.11 hereof, in Dollars, without any set-off or counterclaim whatsoever and shall be free and clear of and without any deduction for any Taxestaxes, levies, importsimposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions withholdings of any nature kind, now or hereafter imposed or levied by any governmental authority unless the Guarantor is compelled by Law to make such deduction or withholdingGovernmental Authority. If any amounts are so levied or imposed, the Company agrees to pay such obligation is imposed upon the Guarantor with respect to any payment payable by the Guarantor amounts in full to the Guaranteed Party hereunderrelevant Governmental Authority in accordance with applicable law and as set forth in paragraph (b) below, the Guarantor shall pay to the Guaranteed Party, on the date on which the said payment shall become due and payable hereunder, such additional amount amounts as shall may be necessary to enable the Guaranteed Party to receive the same net amount which the Guaranteed Party would have received on such so that every payment of all amounts due date had no such obligation been imposed upon the Guarantor. If hereunder or under any additional amount is paid by the Guarantor to any Guaranteed Party Note, after withholding or deduction for or on account of any Taxesamounts imposed or levied by any Governmental Authority, levieswill not be less than the amount provided for herein or in such Note. (b) Each Bank that is not organized under the laws of the United States or any state thereof (a "Foreign Bank") shall provide to the Company and the Administrator on or prior to the Effective Date in the case of each Foreign Bank signatory hereto, importson the date of any assignment pursuant to which it becomes a Bank in the case of each other Foreign Bank, dutiesand at such other times as required by United States law or as the Company or the Administrator shall reasonably request (if either such form is applicable), chargestwo duly completed signed copies of either (A) Internal Revenue Service Form W-ECI (or any successor form), feescertifying that all payments to be made to such Foreign Bank under this Agreement or any Note will be effectively connected to a United States trade or business (a "Form W-8ECI Certification") or (B) Internal Revenue Service Form W-8BEN (or any successor form), deductionscertifying that such Foreign Bank is entitled to the benefits of a provision of a tax convention or treaty to which the United States is a party which exempts from United States withholding tax, withholdingsin whole, compulsory loansall payments to be made to such Foreign Bank under this Agreement or any other Credit Document (a "Form W-8BEN Certification"). Each Foreign Bank agrees that it shall promptly upon a change of its lending office or the selection of any additional lending office, restrictions to the extent the forms previously delivered by it pursuant to this section are no longer effective, and promptly upon the Company's or conditions the Administrator's reasonable request after the occurrence of any other event (including the passage of time) requiring the delivery of a Form W-8BEN or Form W-8ECI in addition to or in replacement of the forms previously delivered, deliver to the Company and the Administrator, as applicable, if and to the extent it is properly entitled to do so, a properly completed and executed Form W-8BEN, Form 8ECI, Form W-9, as applicable (or any successor forms thereto). Each Foreign Bank shall also deliver to the Company and the Administrator, to the extent applicable, such other additional or supplemental forms as may at any time be required as a result of changes in applicable law, rule, regulation or treaty or the circumstances of such Foreign Bank in order to confirm or maintain in effect its entitlement to an exemption from United States withholding tax on any payments hereunder; provided, that the circumstances of such Foreign Bank at the relevant time and applicable law permit it to do so. If a Foreign Bank determines, as a result of (1) applicable law, rule, regulation, treaty, or any official application thereof, or (2) its circumstances, that it is unable to submit any form or certificate that it is obligated to submit pursuant to this Section 101.12(b), thenor that it is required to withdraw or cancel any such form or certificate previously submitted, it shall promptly notify the Company and the Administrator of such fact (a "Withholding Notice"). In the event that the withholding or deduction from any payment to be made by the Company hereunder is required in respect of any taxes (excluding franchise taxes and taxes imposed on or measured by any Bank's net income or receipts) pursuant to any applicable law, rule or regulation, then the Company will pay the full amount required to be deducted or withheld to the United States Internal Revenue Service or other applicable Governmental Authority within the time allowed for such payment under applicable law and deliver to the Administrator and the Banks within thirty (30) days after it has made such payment either (x) a receipt issued by such Governmental Authority evidencing its receipt of such payment, or (y) if the Guaranteed Party at its sole discretion determines that Company cannot obtain such a receipt after using reasonable diligence under the circumstances, a certificate duly executed by a principal financial officer of the Company stating the amount and date of such payment and the Bank to which it has relates. In the event such taxes are directly asserted against the Administrator or any Bank with respect to any payment received by the Administrator or been granted a refund of, credit against or remission for such Taxes, levies, imports, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditionsBank hereunder, the Guaranteed Party shallAdministrator or such Bank may pay such taxes and the Company will promptly pay such additional amount (including any penalties, interest or expenses) as is necessary in order that the net amount received by such person after the payment of such taxes (including any taxes on such additional amount) shall equal the amount such person would have received had not such taxes been asserted. If the Company fails to pay any taxes when due to the extent that it can do so without prejudice appropriate taxing authority or fails to remit to the retention Administrator, for the account of the amount respective Banks, the receipt required by clause (x) above or certificate required by clause (y) above, the Company shall indemnify each of the Banks for any incremental taxes (excluding franchise taxes and taxes imposed on or measured by any Bank's net income or receipts), interest or penalties that may become payable by any Bank as a result of any such refund, credit or remission, reimburse to the Guarantor such amount as the Guaranteed Party shall, in its sole discretion, determine to be attributable to the relevant Taxes, levies, imports, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditionsfailure.

Payments to be Free of Deductions. Each payment payable by the Guarantor a Borrower to the Guaranteed Party Agent or any Lender under this Agreement Agreement, any Revolving Credit Note, or any of the other Loan Documents shall be made in accordance with Section 2.8 hereof, without any set-off or counterclaim whatsoever and shall be free and clear of and without any deduction of any kind for any Taxestaxes, levies, importsimposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any governmental political subdivision or any taxing or other authority therein, unless the Guarantor a Borrower is compelled by Law law to make any such deduction or withholding. If In the event that any such obligation to deduct or withhold is imposed upon the Guarantor a Borrower with respect to any such payment payable by a Borrower to Agent or any Lender, (a) each Borrower shall be permitted to make the Guarantor deduction or withholding required by law in respect of the said payment, and (b) there shall become and be absolutely due and payable by such Borrower to the Guaranteed Party hereunder, the Guarantor shall pay to the Guaranteed Party, Agent or such Lender on the date on which the said payment shall become due and payable hereunderand each Borrower hereby promises to pay to Agent or such Lender on such date, such additional amount as shall be necessary to enable the Guaranteed Party Agent or such Lender to receive the same net amount which the Guaranteed Party Agent or such Lender would have received on such due date had no such obligation been imposed upon by law. Anything in this Section 2.9 to the Guarantor. If any additional amount is paid by contrary notwithstanding, the Guarantor to any Guaranteed Party for or on account foregoing provisions of this Section 2.9 shall not apply in the case of any Taxesdeductions or withholdings made in respect of taxes charged upon or by reference to the overall net income, levies, imports, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions profits or conditions gains of Agent or any Lender. Borrowers shall have no obligation to make any payment pursuant to this Section 10, then, if 2.9 with respect to any Lender who is not a party hereto on the Guaranteed Party at its sole discretion determines that Closing Date unless (i) no such payments would be payable to any such Lender on the date it has received or been granted becomes a refund of, credit against or remission for party hereto and no such Taxes, levies, imports, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions, the Guaranteed Party shall, to the extent that it can do so without prejudice to the retention of the amount of such refund, credit or remission, reimburse to the Guarantor such amount as the Guaranteed Party shall, in its sole discretion, determine payments could be reasonably expected to be attributable payable to such Lender and (ii) if such Lender is organized under the relevant Taxeslaws of a foreign jurisdiction, levies, imports, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions such jurisdiction is exempt from United States withholding tax and such Lender has provided any Borrower with an Internal Revenue Form 4224 or conditionsForm 1001 or other certificate of document required under United States law to establish entitlement to such exemption.

Payments to be Free of Deductions. Each payment payable All payments by the Guarantor to the Guaranteed Party Borrower under this Agreement shall be made without any set-off setoff or counterclaim whatsoever and shall be free and clear of of, and without deduction for for, any Taxestaxes (other than any taxes imposed on or measured by the gross income or profits of the Bank or applicable Lending Office thereof), levies, importsimposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any governmental country or any political subdivision thereof or taxing or other authority therein unless the Guarantor Borrower is compelled by Law law to make such deduction or withholding. If any such obligation is imposed upon the Guarantor Borrower with respect to any payment amount payable by the Guarantor to the Guaranteed Party it hereunder, the Guarantor shall it will pay to the Guaranteed PartyBank, on the date on which the said payment shall become such amount becomes due and payable hereunderhereunder and in Dollars, such additional amount as shall be necessary to enable the Guaranteed Party Bank to receive the same net amount which the Guaranteed Party it would have received on such due date had no such obligation been imposed upon the GuarantorBorrower. If the Bank is at any time, or any permitted assignee of the Bank hereunder (an "Assignee"), is organized under the laws of any jurisdiction other than the United States or any state or other political subdivision thereof, the Bank or the Assignee shall deliver to the Borrower on the date it becomes a party to this Agreement, and at such other times as may be necessary in the determination of the Borrower in its reasonable discretion, such certificates, documents or other evidence, properly completed and duly executed by the Bank or the Assignee (including, without limitation, Internal Revenue Service Form 1001 or Form 4224 or any other certificate or statement of exemption required by Treasury Regulations Section 1.1441-4(a) or Section 1.1441-6(c) or any successor thereto) to establish that the Bank or the Assignee is not subject to deduction or withholding of United States Federal Income Tax under Section 1441 or 1442 of the Internal Revenue Code or otherwise (or under any comparable provisions of any successor statute) with respect to any payments to the Bank or the Assignee of principal, interest, fees or other amounts payable hereunder. Borrower shall not be required to pay any additional amount is paid by to the Guarantor Bank or any Assignee under this Section 2.14 if the Bank or such Assignee shall have failed to satisfy the requirements of the immediately preceding sentence; PROVIDED that if the Bank or any Guaranteed Party for or Assignee shall have satisfied such requirements on account the date it became a party to this Agreement, nothing in this Section 2.14 shall relieve Borrower of its obligation to pay any Taxes, levies, imports, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions additional amounts pursuant to this Section 102.14 in the event that, then, if the Guaranteed Party at its sole discretion determines that it has received or been granted as a refund of, credit against or remission for such Taxes, levies, imports, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditionsresult of any change in applicable law, the Guaranteed Party shallBank or such Assignee is no longer properly entitled to deliver certificates, documents or other evidence at a subsequent date establishing the fact that the Bank or the Assignee is not subject to withholding as described in the extent that it can do so without prejudice to the retention of the amount of such refund, credit or remission, reimburse to the Guarantor such amount as the Guaranteed Party shall, in its sole discretion, determine to be attributable to the relevant Taxes, levies, imports, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditionsimmediately preceding sentence.

Payments to be Free of Deductions. (a) Each payment payable by the Guarantor Borrowers to the Guaranteed Party Administrator, any Co-Administrative Agent or any Bank under this Agreement or any other Credit Document shall be made in accordance with Section 1.10 hereof, in Dollars or the applicable Alternative Currency, without any set-off or counterclaim whatsoever and shall be free and clear of and without any deduction for any Taxestaxes, levies, importsimposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions withholdings of any nature kind, now or hereafter imposed or levied by any governmental authority unless the Guarantor is compelled by Law to make such deduction or withholdingGovernmental Authority. If any amounts are so levied or imposed, each Borrower agrees to pay such obligation is imposed upon the Guarantor with respect to any payment payable by the Guarantor amounts in full to the Guaranteed Party hereunderrelevant Governmental Authority in accordance with applicable law and as set forth in paragraph (b) below, the Guarantor shall pay to the Guaranteed Party, on the date on which the said payment shall become due and payable hereunder, such additional amount amounts as shall may be necessary to enable the Guaranteed Party to receive the same net amount which the Guaranteed Party would have received on such so that every payment of all amounts due date had no such obligation been imposed upon the Guarantor. If hereunder or under any additional amount is paid by the Guarantor to any Guaranteed Party Note, after withholding or deduction for or on account of any Taxesamounts imposed or levied by any Governmental Authority, levieswill not be less than the amount provided for herein or in such Note. (b) Each Bank that is not organized under the laws of the United States or any state thereof (a “Foreign Bank”) shall provide to the Company and the Administrator on or prior to the Effective Date in the case of each Foreign Bank signatory hereto, importson the date of any assignment pursuant to which it becomes a Bank in the case of each other Foreign Bank, dutiesand at such other times as required by United States law or as the NYDOCS/1204419.6 Company or the Administrator shall reasonably request (if either such form is applicable), chargestwo duly completed signed copies of either (A) Internal Revenue Service Form W-ECI (or any successor form), feescertifying that all payments to be made to such Foreign Bank under this Agreement or any Note will be effectively connected to a United States trade or business (a “Form W-8ECI Certification”) or (B) Internal Revenue Service Form W-8BEN (or any successor form), deductionscertifying that such Foreign Bank is entitled to the benefits of a provision of a tax convention or treaty to which the United States is a party which exempts from United States withholding tax, withholdingsin whole, compulsory loansall payments to be made to such Foreign Bank under this Agreement or any other Credit Document (a “Form W-8BEN Certification”). Each Foreign Bank agrees that it shall, restrictions promptly upon a change of its lending office or conditions the selection of any additional lending office, to the extent the forms previously delivered by it pursuant to this section are no longer effective, and promptly upon the Company’s or the Administrator’s reasonable request after the occurrence of any other event (including the passage of time) requiring the delivery of a Form W-8BEN or Form W-8ECI in addition to or in replacement of the forms previously delivered, deliver to the Company and the Administrator, as applicable, if and to the extent it is properly entitled to do so, a properly completed and executed Form W-8BEN, Form W-8ECI, Form W-9, as applicable (or any successor forms thereto). Each Foreign Bank shall also deliver to the Company and the Administrator, to the extent applicable, such other additional or supplemental forms as may at any time be required as a result of changes in applicable law, rule, regulation or treaty or the circumstances of such Foreign Bank in order to confirm or maintain in effect its entitlement to an exemption from United States withholding tax on any payments hereunder; provided, that the circumstances of such Foreign Bank at the relevant time and applicable law permit it to do so. If a Foreign Bank determines, as a result of (1) applicable law, rule, regulation, treaty, or any official application thereof, or (2) its circumstances, that it is unable to submit any form or certificate that it is obligated to submit pursuant to this Section 101.13(b), thenor that it is required to withdraw or cancel any such form or certificate previously submitted, it shall promptly notify the Company and the Administrator of such fact (a “Withholding Notice”). In the event that the withholding or deduction from any payment to be made by the Company hereunder is required in respect of any taxes (excluding franchise taxes and taxes imposed on or measured by any Bank’s net income or receipts) pursuant to any applicable law, rule or regulation, then the Company will pay the full amount required to be deducted or withheld to the United States Internal Revenue Service or other applicable Governmental Authority within the time allowed for such payment under applicable law and deliver to the Administrator and the Banks within thirty (30) days after it has made such payment either (x) a receipt issued by such Governmental Authority evidencing its receipt of such payment, or (y) if the Guaranteed Party at its sole discretion determines that Company cannot obtain such a receipt after using reasonable diligence under the circumstances, a certificate duly executed by a principal financial officer of the Company stating the amount and date of such payment and the Bank to which it has relates. In the event such taxes are directly asserted against the Administrator or any Bank with respect to any payment received by the Administrator or been granted a refund of, credit against or remission for such Taxes, levies, imports, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditionsBank hereunder, the Guaranteed Party shallAdministrator or such Bank may pay such taxes and the Company will promptly pay such additional amount (including any penalties, interest or expenses) as is necessary in order that the net amount received by such person after the payment of such taxes (including any taxes on such additional amount) shall equal the amount such person would have received had not such taxes been asserted. If the Company fails to pay any taxes when due to the extent that it can do so without prejudice appropriate taxing authority or fails to remit to the retention Administrator, for the account of the amount respective Banks, the receipt required by clause (x) above or certificate required by clause (y) above, the Company shall indemnify each of the Banks for any incremental taxes (excluding franchise taxes and taxes imposed on or measured by any Bank’s net income or receipts), interest or penalties that may become payable by any Bank as a result of any such refund, credit or remission, reimburse to the Guarantor such amount as the Guaranteed Party shall, in its sole discretion, determine to be attributable to the relevant Taxes, levies, imports, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditionsfailure.

Payments to be Free of Deductions. Each payment payable All payments by the Guarantor to the Guaranteed Party Borrower under this Agreement shall be made without any set-off setoff or counterclaim whatsoever and shall be free and clear of of, and without deduction for for, any Taxestaxes (other than any taxes imposed on or measured by the gross income or profits of the Bank), levies, importsimposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any governmental country or any political subdivision thereof or taxing or other authority therein unless the Guarantor Borrower is compelled by Law law to make such deduction or withholding. If any such obligation is imposed upon the Guarantor Borrower with respect to any payment amount payable by the Guarantor to the Guaranteed Party it hereunder, the Guarantor shall it will pay to the Guaranteed PartyBank, on the date on which the said payment shall become such amount becomes due and payable hereunderhereunder and in Dollars, such additional amount as shall be necessary to enable the Guaranteed Party Bank to receive the same net amount which the Guaranteed Party it would have received on such due date had no such obligation been imposed upon the GuarantorBorrower. If the Bank is at any time, or any permitted assignee of the Bank hereunder (an "Assignee"), is organized under the laws of any jurisdiction other than the United States or any state or other political subdivision thereof, the Bank or the Assignee shall deliver to the Borrower on the date it becomes a party to this Agreement, and at such other times as may be necessary in the determination of the Borrower in its reasonable discretion, such certificates, documents or other evidence, properly completed and duly executed by the Bank or the Assignee (including, without limitation, Internal Revenue Service Form 1001 or Form 4224 or any other certificate or statement of exemption required by Treasury Regulations Section 1.1441-4(a) or Section 1.1441-6(c) or any successor thereto) to establish that the Bank or the Assignee is not subject to deduction or withholding of United States Federal Income Tax under Section 1441 or 1442 of the Internal Revenue Code or otherwise (or under any comparable provisions of any successor statute) with respect to any payments to the Bank or the Assignee of principal, interest, fees or other amounts payable hereunder. Borrower shall not be required to pay any additional amount is paid by to the Guarantor Bank or any Assignee under this Section 2.14 if the Bank or such Assignee shall have failed to satisfy the requirements of the immediately preceding sentence; provided that if the Bank or any Guaranteed Party for or Assignee shall have satisfied such requirements on account the date it became a party to this Agreement, nothing in this Section 2.14 shall relieve Borrower of its obligation to pay any Taxes, levies, imports, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions additional amounts pursuant to this Section 102.14 in the event that, then, if the Guaranteed Party at its sole discretion determines that it has received or been granted as a refund of, credit against or remission for such Taxes, levies, imports, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditionsresult of any change in applicable law, the Guaranteed Party shallBank or such Assignee is no longer properly entitled to deliver certificates, documents or other evidence at a subsequent date establishing the fact that the Bank or the Assignee is not subject to withholding as described in the extent that it can do so without prejudice to the retention of the amount of such refund, credit or remission, reimburse to the Guarantor such amount as the Guaranteed Party shall, in its sole discretion, determine to be attributable to the relevant Taxes, levies, imports, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditionsimmediately preceding sentence.

Payments to be Free of Deductions. Each payment payable (a) All payments by Borrowers on the Guarantor to the Guaranteed Party under this Agreement Liabilities (including LIBOR Advances) shall be made without any set-off or counterclaim whatsoever counterclaim, and shall be free and clear of and without deduction for any Taxestaxes, levies, importsimposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any governmental country or any political subdivision thereof or taxing or other authority therein (unless the Guarantor any Borrower is compelled required by Law law to make such deduction or withholding. If any such obligation is ), excluding, in the case of Agent and each Lender, taxes that are imposed upon the Guarantor with respect to any payment payable on its overall net income by the Guarantor to the Guaranteed Party hereunder, the Guarantor shall pay to the Guaranteed Party, United States and taxes that are imposed on the date on which the said payment shall become due its overall net income (and payable hereunder, such additional amount as shall be necessary to enable the Guaranteed Party to receive the same net amount which the Guaranteed Party would have received on such due date had no such obligation been franchise taxes imposed upon the Guarantor. If any additional amount is paid in lieu thereof) by the Guarantor to state or foreign jurisdiction under the laws of which such Person is organized or any Guaranteed Party for or on account of any Taxespolitical subdivision thereof (all such non-excluded taxes, levies, importsimposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions in respect of payments on the Liabilities being hereinafter referred to as "Taxes"). If any such obligation is imposed upon any Borrower with respect to any amount payable by it hereunder, Borrowers shall pay to Agent for their benefit and the benefits of the Lenders on the date on which such amount becomes due and payable hereunder and in United States Dollars, such additional amount as shall be necessary to enable Agent and each Lender to receive the same net amount which it would have received on such due date had no such obligation been imposed upon Borrowers. If any Borrower shall be required by law to make such deduction or withholding it will deliver to Agent or such Lender, as applicable, tax receipts or other appropriate evidence of payment. In addition, Borrowers shall pay any present or future stamp, documentary, excise, property, intangible, mortgage recording or similar taxes, charges or levies that arise from any payment made by any Borrower on the Liabilities or from the execution, delivery or registration of, performance under, or otherwise with respect to, this Agreement or the other Financing Agreements (hereinafter referred to as "Other Taxes"). Borrowers shall, after demand by Agent or any Lender, jointly and severally indemnify such Person for and hold such Person harmless against the full amount of Taxes and Other Taxes, and for the full amount of taxes of any kind imposed or asserted by any jurisdiction on amounts payable under this Section 2.14, imposed on or paid by Lender and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto. (b) Each Lender, and/or transferee that is organized under the laws of a jurisdiction outside the United States (a "Non-U.S. Lender") agrees that it shall, no later than the date hereof (or, in the case of a Lender which becomes a party hereto after the date hereof, promptly after the date upon which such Lender becomes a party hereto) deliver to Borrower Representative two properly completed and duly executed copies of whichever of the following forms is applicable: (i) Internal Revenue Service Form W-8BEN, certifying that such Non-U.S. Lender is entitled to benefits under an income tax treaty to which the United States is a party that reduces to zero the rate of withholding on payments of interest; (ii) Internal Revenue Service Form W-8ECI; (iii) Internal Revenue Service Form W-8IMY (including all appropriate attachments); (iv) in the case of a Non-U.S. Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (A) a certificate to the effect that such Non-U.S. Lender is not (1) a "bank" within the meaning of Section 881(c)(3)(A) of the Code, (2) a "10 percent shareholder" of Borrower Representative within the meaning of Section 881(c)(3)(B) of the Code, or (3) a "controlled foreign corporation" described in Section 881(c)(3)(C) of the Code and (B) duly completed copies of Internal Revenue Service Form W-8BEN; or (v) any other form or certificate required by any taxing authority (including any certificate required by Section 871(h) of the Code), certifying that such Non-U.S. Lender is entitled to an exemption from tax on payments pursuant to this Agreement or any other Financing Agreement, and such Non-U.S. Lender agrees that it shall promptly notify Borrower Representative in the event any such representation is no longer accurate. Such forms shall be delivered by each Non-U.S. Lender on or before the date it becomes a party to this Agreement and on or before the date, if any, such Non-U.S. Lender changes its applicable lending office by designating a different lending office (a "New Lending Office"). Notwithstanding any other provision of this Section 2.14, a Non-U.S. Lender shall not be required to deliver any form pursuant to this Section 102.14 that such Non-U.S. Lender is not legally able to deliver. (c) Borrowers shall not be required to indemnify any Non-U.S. Lender, thenor pay any additional amounts to any Non-U.S. Lender, if the Guaranteed Party at its sole discretion determines that it has received or been granted a refund of, credit against or remission for such Taxes, levies, imports, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions, the Guaranteed Party shall, in respect of United States Federal withholding tax pursuant to this Agreement to the extent that it can do so without prejudice (i) the obligation to withhold amounts with respect to United States Federal withholding tax existed on the date such Non-U.S. Lender became a party to this Agreement (or in the case of a transferee on the date such Person became a transferee hereunder) or, with respect to payments to a New Lending Office, the date such Non-U.S. Lender designated such New Lending Office with respect to a Loan; provided, however, that this clause (i) shall not apply to the retention of extent the amount indemnity payment or additional amounts any transferee, or any Lender through a New Lending Office, would be entitled to receive (without regard to this clause (i)) do not exceed the indemnity payment or additional amounts that the Person making the assignment or transfer to transferee, or Lender making the designation of such refundNew Lending Office, credit would have been entitled to receive in the absence of such assignment, transfer or remissiondesignation, reimburse or (ii) the obligation to pay such additional amounts would not have arisen but for a failure by such Non-U.S. Lender to comply with the Guarantor such amount as the Guaranteed Party shall, provisions in its sole discretion, determine to be attributable to the relevant Taxes, levies, imports, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditionsparagraph (d) above.

Payments to be Free of Deductions. Each payment payable All payments by the Guarantor to the Guaranteed Party Borrower under this Agreement shall be made without any set-off setoff or counterclaim whatsoever and shall be free and clear of of, and without deduction for for, any Taxestaxes (other than any taxes imposed on or measured by the gross income or profits of the Bank), levies, importsimposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any governmental country or any political subdivision thereof or taxing or other authority therein unless the Guarantor Borrower is compelled by Law law to make such deduction or withholding. If any such obligation is imposed upon the Guarantor Borrower with respect to any payment amount payable by the Guarantor to the Guaranteed Party it hereunder, the Guarantor shall it will pay to the Guaranteed PartyBank, on the date on which the said payment shall become such amount becomes due and payable hereunderhereunder and in Dollars, such additional amount as shall be necessary to enable the Guaranteed Party Bank to receive the same net amount which the Guaranteed Party it would have received on such due date had no such obligation been imposed upon the GuarantorBorrower. If the Bank is at any time, or any permitted assignee of the Bank hereunder (an "Assignee"), is organized under the laws of any jurisdiction other than the United States or any state or other political subdivision thereof, the Bank or the Assignee shall deliver to the Borrower on the date it becomes a party to this Agreement, and at such other times as may be necessary in the determination of the Borrower in its reasonable discretion, such certificates, documents or other evidence, properly completed and duly executed by the Bank or the Assignee (including, without limitation, Internal Revenue Service Form 1001 or Form 4224 or any other certificate or statement of exemption required by Treasury Regulations Section 1.1441-4(a) or Section 1.1441-6(c) or any successor thereto) to establish that the Bank or the Assignee is not subject to deduction or withholding of United States Federal Income Tax under Section 1441 or 1442 of the Internal Revenue Code or otherwise (or under any comparable provisions of any successor statute) with respect to any payments to the Bank or the Assignee of principal, interest, fees or other amounts payable hereunder. Borrower shall not be required to pay any additional amount is paid by to the Guarantor Bank or any Assignee under this Section 2.13 if the Bank or such Assignee shall have failed to satisfy the requirements of the immediately preceding sentence; provided that if the Bank or any Guaranteed Party for or Assignee shall have satisfied such requirements on account the date it became a party to this Agreement, nothing in this Section 2.13 shall relieve Borrower of its obligation to pay any Taxes, levies, imports, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions additional amounts pursuant to this Section 102.13 in the event that, then, if the Guaranteed Party at its sole discretion determines that it has received or been granted as a refund of, credit against or remission for such Taxes, levies, imports, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditionsresult of any change in applicable law, the Guaranteed Party shallBank or such Assignee is no longer properly entitled to deliver certificates, documents or other evidence at a subsequent date establishing the fact that the Bank or the Assignee is not subject to withholding as described in the extent that it can do so without prejudice to the retention of the amount of such refund, credit or remission, reimburse to the Guarantor such amount as the Guaranteed Party shall, in its sole discretion, determine to be attributable to the relevant Taxes, levies, imports, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditionsimmediately preceding sentence.

Payments to be Free of Deductions. Each payment payable All payments by the Guarantor to the Guaranteed Party Borrower under this Agreement shall be made without any set-off setoff or counterclaim whatsoever and shall be free and clear of of, and without deduction for for, any Taxestaxes (other than any taxes imposed on or measured by the gross income or profits of any Bank), levies, importsimposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any governmental country or any political subdivision thereof or taxing or other authority therein unless the Guarantor Borrower is compelled by Law law to make such deduction or withholding. If any such obligation is imposed upon the Guarantor Borrower with respect to any payment amount payable by the Guarantor to the Guaranteed Party it hereunder, the Guarantor shall it will pay to the Guaranteed PartyAgent, on the date on which the said payment shall become such amount becomes due and payable hereunderhereunder and in Dollars, such additional amount as shall be necessary to enable the Guaranteed Party each Bank to receive the same net amount which the Guaranteed Party it would have received on such due date had no such obligation been imposed upon the GuarantorBorrower. If any Bank, or any permitted assignee of such Bank hereunder (an "Assignee"), at any time, is organized under the laws of any jurisdiction other than the United States or any state or other political subdivision thereof, such Bank or the Assignee shall deliver to the Borrower and the Agent on the date it becomes a party to this Agreement, and at such other times as may be necessary in the determination of the Borrower in its reasonable discretion, such certificates, documents or other evidence, properly completed and duly executed by such Bank or the Assignee (including, without limitation, Internal Revenue Service Form 1001 or Form 4224 or any other certificate or statement of exemption required by Treasury Regulations Section 1.1441-4(a) or Section 1.1441-6(c) or any successor thereto) to establish that such Bank or the Assignee is not subject to deduction or withholding of United States Federal Income Tax under Section 1441 or 1442 of the Internal Revenue Code or otherwise (or under any comparable provisions of any successor statute) with respect to any payments to such Bank or the Assignee of principal, interest, fees or other amounts payable hereunder. The Borrower shall not be required to pay any additional amount is paid by to such Bank or any Assignee under this Section 2.14 if such Bank or such Assignee shall have failed to satisfy the Guarantor requirements of the immediately preceding sentence; provided that any Bank or any Assignee shall have satisfied such requirements on the date it became a party to this Agreement, nothing in this Section 2.14 shall relieve the Borrower of its obligation to pay any Guaranteed Party for or on account of any Taxes, levies, imports, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions additional amounts pursuant to this Section 102.14 in the event that, thenas a result of any change in applicable law, if such Bank or such Assignee is no longer properly entitled to deliver certificates, documents or other evidence at a subsequent date establishing the Guaranteed Party at its sole discretion determines fact that it has received such Bank or been granted a refund of, credit against or remission for such Taxes, levies, imports, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions, Assignee is not subject to withholding as described in the Guaranteed Party shall, to the extent that it can do so without prejudice to the retention of the amount of such refund, credit or remission, reimburse to the Guarantor such amount as the Guaranteed Party shall, in its sole discretion, determine to be attributable to the relevant Taxes, levies, imports, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditionsimmediately preceding sentence.

Payments to be Free of Deductions. (a) Each payment payable by the Guarantor Borrowers to the Guaranteed Party Administrator, any Co-Administrative Agent or any Bank under this Agreement or any other Credit Document shall be made in accordance with Section 1.6 hereof, in Dollars or the applicable Alternative Currency, without any set-off or counterclaim whatsoever and shall be free and clear of and without any deduction for any Taxestaxes, levies, importsimposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions withholdings of any nature kind, now or hereafter imposed or levied by any governmental authority unless the Guarantor is compelled by Law to make such deduction or withholdingGovernmental Authority. If any amounts are so levied or imposed, each Borrower agrees to pay such obligation is imposed upon the Guarantor with respect to any payment payable by the Guarantor amounts in full to the Guaranteed Party hereunderrelevant Governmental Authority in accordance with applicable law and as set forth in paragraph (b) below, the Guarantor shall pay to the Guaranteed Party, on the date on which the said payment shall become due and payable hereunder, such additional amount amounts as shall may be necessary to enable the Guaranteed Party to receive the same net amount which the Guaranteed Party would have received on such so that every payment of all amounts due date had no such obligation been imposed upon the Guarantor. If hereunder or under any additional amount is paid by the Guarantor to any Guaranteed Party Note, after withholding or deduction for or on account of any Taxesamounts imposed or levied by any Governmental Authority, levieswill not be less than the amount provided for herein or in such Note. (b) Each Bank that is not organized under the laws of the United States or any state thereof (a “Foreign Bank”) shall provide to the Company and the Administrator on or prior to the Effective Date in the case of each Foreign Bank signatory hereto, importson the date of any assignment pursuant to which it becomes a Bank in the case of each other Foreign Bank, dutiesand at such other times as required by United States law or as the Company or the Administrator shall reasonably request (if either such form is applicable), chargestwo duly completed signed copies of either (A) Internal Revenue Service Form W-ECI (or any successor form), feescertifying that all payments to be made to such Foreign Bank under this Agreement or any Note will be effectively connected to a United States trade or business (a “Form W-8ECI Certification”) or (B) Internal Revenue Service Form W-8BEN (or any successor form), deductionscertifying that such Foreign Bank is entitled to the benefits of a provision of a tax convention or treaty to which the United States is a party which exempts from United States withholding tax, withholdingsin whole, compulsory loansall payments to be made to such Foreign Bank under this Agreement or any other Credit Document (a “Form W-8BEN Certification”). Each Foreign Bank agrees that it shall, restrictions promptly upon a change of its lending office or conditions the selection of any additional lending office, to the extent the forms previously delivered by it pursuant to this section are no longer effective, and promptly upon the Company’s or the Administrator’s reasonable request after the occurrence of any other event (including the passage of time) requiring the delivery of a Form W-8BEN or Form W-8ECI in addition to or in replacement of the forms previously delivered, deliver to the Company and the Administrator, as applicable, if and to the extent it is properly entitled to do so, a properly completed and executed Form W-8BEN, Form W-8ECI, Form W-9, as applicable (or any successor forms thereto). Each Foreign Bank shall also deliver to the Company and the Administrator, to the extent applicable, such other additional or supplemental forms as may at any time be required as a result of changes in applicable law, rule, regulation or treaty or the circumstances of such Foreign Bank in order to confirm or maintain in effect its entitlement to an exemption from United States withholding tax on any payments hereunder; provided, that the circumstances of such Foreign Bank at the relevant time and applicable law permit it to do so. If a Foreign Bank determines, as a result of (1) applicable law, rule, regulation, treaty, or any official application thereof, or (2) its circumstances, that it is unable to submit any form or certificate that it is obligated to submit pursuant to this Section 101.7(b), thenor that it is required to withdraw or cancel any such form or certificate previously submitted, it shall promptly notify the Company and the Administrator of such fact (a “Withholding Notice”). In the event that the withholding or deduction from any payment to be made by the Company hereunder is required in respect of any taxes (excluding franchise taxes and taxes imposed on or measured by any Bank’s net income or receipts) pursuant to any applicable law, rule or regulation, then the Company will pay the full amount required to be deducted or withheld to the United States Internal Revenue Service or other applicable Governmental Authority within the time allowed for such payment under applicable law and deliver to the Administrator and the Banks within thirty (30) days after it has made such payment either (x) a receipt issued by such Governmental Authority evidencing its receipt of such payment, or (y) if the Guaranteed Party at its sole discretion determines that Company cannot obtain such a receipt after using reasonable diligence under the circumstances, a certificate duly executed by a principal financial officer of the Company stating the amount and date of such payment and the Bank to which it has relates. In the event such taxes are directly asserted against the Administrator or any Bank with respect to any payment received by the Administrator or been granted a refund of, credit against or remission for such Taxes, levies, imports, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditionsBank hereunder, the Guaranteed Party shallAdministrator or such Bank may pay such taxes and the Company will promptly pay such additional amount (including any penalties, interest or expenses) as is necessary in order that the net amount received by such person after the payment of such taxes (including any taxes on such additional amount) shall equal the amount such person would have received had not such taxes been asserted. If the Company fails to pay any taxes when due to the extent that it can do so without prejudice appropriate taxing authority or fails to remit to the retention Administrator, for the account of the amount respective Banks, the receipt required by clause (x) above or certificate required by clause (y) above, the Company shall indemnify each of the Banks for any incremental taxes (excluding franchise taxes and taxes imposed on or measured by any Bank’s net income or receipts), interest or penalties that may become payable by any Bank as a result of any such refund, credit or remission, reimburse to the Guarantor such amount as the Guaranteed Party shall, in its sole discretion, determine to be attributable to the relevant Taxes, levies, imports, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditionsfailure.

Payments to be Free of Deductions. Each payment payable by the Guarantor a Borrower to the Guaranteed Party Agent or any Lender under this Agreement Agreement, any Note, or any of the other Loan Documents shall be made in accordance with Section 2.7 hereof, without any set-off or counterclaim whatsoever and shall be free and clear of and without any deduction of any kind for any Taxestaxes, levies, importsimposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any governmental political subdivision or any taxing or other authority therein, unless the Guarantor a Borrower is compelled by Law law to make any such deduction or withholding. If In the event that any such obligation to deduct or withhold is imposed upon the Guarantor a Borrower with respect to any such payment payable by a Borrower to Agent or any Lender,(a) each Borrower shall be permitted to make the Guarantor deduction or withholding required by law in respect of the said payment, and (b) there shall become and be absolutely due and payable by such Borrower to the Guaranteed Party hereunder, the Guarantor shall pay to the Guaranteed Party, Agent or such Lender on the date on which the said payment shall become due and payable hereunderand each Borrower hereby promises to pay to Agent or such Lender on such date, such additional amount as shall be necessary to enable the Guaranteed Party Agent or such Lender to receive the same net amount which the Guaranteed Party Agent or such Lender would have received on such due date had no such obligation been imposed upon by law. Anything in this Section 2.8 to the Guarantor. If any additional amount is paid by contrary notwithstanding, the Guarantor to any Guaranteed Party for or on account foregoing provisions of this Section 2.8 shall not apply in the case of any Taxesdeductions or withholdings made in respect of taxes charged upon or by reference to the overall net income, levies, imports, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions profits or conditions gains of Agent or any Lender. Borrowers shall have no obligation to make any payment pursuant to this Section 10, then, if 2.8 with respect to any Lender who is not a party hereto on the Guaranteed Party at its sole discretion determines that Closing Date unless (i) no such payments would be payable to any such Lender on the date it has received or been granted becomes a refund of, credit against or remission for party hereto and no such Taxes, levies, imports, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions, the Guaranteed Party shall, to the extent that it can do so without prejudice to the retention of the amount of such refund, credit or remission, reimburse to the Guarantor such amount as the Guaranteed Party shall, in its sole discretion, determine payments could be reasonably expected to be attributable payable to such Lender and (ii) if such Lender is organized under the relevant Taxeslaws of a foreign jurisdiction, levies, imports, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions such jurisdiction is exempt from United States withholding tax and such Lender has provided any Borrower with an Internal Revenue Form 4224 or conditionsForm 1001 or other certificate of document required under United States law to establish entitlement to such exemption.

Payments to be Free of Deductions. Each payment payable All payments by the Guarantor to the Guaranteed Party Borrower under this Agreement shall be made without any set-off or counterclaim whatsoever and shall be free and clear of and without deduction for any Taxestaxes, levies, importsimposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any governmental country or any political subdivision thereof or taxing or other authority therein unless the Guarantor Borrower is compelled by Law law to make such deduction or withholding. If any such obligation is imposed upon the Guarantor Borrower with respect to any payment amount payable by the Guarantor to the Guaranteed Party it hereunder, the Guarantor shall Borrower will pay to the Guaranteed PartyAdministrative Agent for the accounts of the Banks, on the date on which the said payment shall become amount becomes due and payable hereunder, such additional amount as shall be necessary to enable the Guaranteed Party each Bank, in such Bank’s good faith determination after consideration of any recoveries with respect to such amount, to receive the same net amount which the Guaranteed Party it would have received on such due date had no such obligation been imposed upon the Guarantor. If any Borrower; provided, however, that no such additional amount is need be paid as a result of any withholding tax described in Section s 1441, 1442 or 3406 of the Code, or any comparable or succeeding provision of any legislation that amends, supplements or replaces any such Section , or as a result of any tax, levy, impost, duty, charge, fee, deduction or withholding that results from any noncompliance by a Bank with any federal, state or foreign law or from any failure by a Bank to file or furnish any report, return, statement or form the filing of which would eliminate such tax, impost, duty, deduction or withholding. The Borrower will deliver promptly to the Banks certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantor to any Guaranteed Party for or on account of any Taxes, levies, imports, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions pursuant to this Section 10, then, if the Guaranteed Party at its sole discretion determines that it has received or been granted a refund of, credit against or remission for such Taxes, levies, imports, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions, the Guaranteed Party shall, to the extent that it can do so without prejudice to the retention of the amount of such refund, credit or remission, reimburse to the Guarantor such amount as the Guaranteed Party shall, in its sole discretion, determine to be attributable to the relevant Taxes, levies, imports, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditionsBorrower hereunder.

Payments to be Free of Deductions. Each payment payable (a) All payments by the Guarantor to the Guaranteed Party Borrower under this Agreement shall be made without any set-off or counterclaim whatsoever and shall be free and clear of and without deduction for any Taxes, levies, imports, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any governmental country or any political subdivision thereof or taxing or other authority therein unless the Guarantor Borrower is compelled by Law law to make such deduction or withholding. If any such obligation is imposed upon the Guarantor Borrower with respect to any payment amount payable by the Guarantor to the Guaranteed Party it hereunder, the Guarantor shall Borrower will pay to the Guaranteed PartyBank, on the date on which the said payment shall become amount becomes due and payable hereunder, such additional amount as shall be necessary to enable the Guaranteed Party Bank to receive the same net amount which the Guaranteed Party it would have received on such due date had no such obligation been imposed upon the Guarantor. If Borrower. (b) In the event that the Bank actually receives from any such taxing or other authority any credit, repayment, relief or rebate in respect of any such deduction or withholding for which the Borrower has paid it an additional amount is paid by the Guarantor to any Guaranteed Party for or on account of any Taxes, levies, imports, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions pursuant to this Section 10, then, if the Guaranteed Party at its sole discretion determines that it has received or been granted a refund of, credit against or remission for such Taxes, levies, imports, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditionsClause 4.6(a) above, the Guaranteed Party shallBank will promptly after the date of such credit, repayment, relief or rebate pay to the extent that it can do so without prejudice to the retention of Borrower the amount of such refundcredit, credit repayment, relief or remissionrebate, reimburse less the aggregate amount of any costs or expenses which the Bank shall have sustained or incurred in connection with or as a result of the obtaining of such credit, repayment, relief or rebate, but not including the normal expenses incurred by the Bank in filing those tax forms it would otherwise have been required to file without regard to such credit, repayment, relief or rebate and provided that if the Bank has made a payment to the Guarantor Borrower pursuant to this Clause 4.6 (b) on the basis of any credit, repayment, relief or rebate which is subsequently disallowed, then the Borrower shall repay, immediately upon demand, the amount of such amount as payment. Nothing herein contained shall interfere with the Guaranteed Party shallright of the Bank to arrange its tax affairs in whatever manner it thinks fit and, in particular, it shall not be under any obligation to claim relief from tax on its sole discretioncorporate profits or from any similar tax liability, determine or to claim such relief in priority to any other claims of relief, credits or deductions available to it or to disclose details of its tax affairs. (c) The Bank hereby represents to the Borrower that it is on the date hereof a Qualifying Bank and agrees to advise the Borrower promptly if at any time it ceases to be attributable a Qualifying Bank. (d) If the Bank is not or ceases to be a Qualifying Bank then (save in circumstances where the Bank has ceased to be a Qualifying Bank by reason of any change in law, regulation or double taxation treaty or its application or interpretation, in each case taking effect after the date of this Agreement), the Borrower shall not be liable to pay to the relevant TaxesBank under this Clause 4.6 any amount in respect of taxes levied or imposed by any taxing authority of or in the United Kingdom in excess of the amount the Borrower would have been obliged to pay if the Bank had been, leviesor had not ceased to be, imports, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditionsa Qualifying Bank.

Payments to be Free of Deductions. Each payment payable All payments by the Guarantor to the Guaranteed Party Borrower under this Agreement shall be made without any set-off setoff or counterclaim whatsoever and shall be free and clear of of, and without deduction for for, any Taxestaxes (other than any taxes imposed on or measured by the gross income or profits of the Lender), levies, importsimposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any governmental country or any political subdivision thereof or taxing or other authority therein unless the Guarantor Borrower is compelled by Law law to make such deduction or withholding. If any such obligation is imposed upon the Guarantor Borrower with respect to any payment amount payable by the Guarantor it hereunder, it will pay (subject to Applicable Law) to the Guaranteed Party hereunder, the Guarantor shall pay to the Guaranteed PartyLender, on the date on which the said payment shall become such amount becomes due and payable hereunderhereunder and in Dollars, such additional amount as shall be necessary to enable the Guaranteed Party Lender to receive the same net amount which the Guaranteed Party it would have received on such due date had no such obligation been imposed upon the GuarantorBorrower. If the Lender is at any time, or any permitted assignee of the Lender hereunder (an “Assignee”), is organized under the laws of any jurisdiction other than the United States or any state or other political subdivision thereof, the Lender or the Assignee shall deliver to the Borrower on the date it becomes a party to this Agreement, and at such other times as may be necessary in the determination of the Borrower in its reasonable discretion, such certificates, documents or other evidence, properly completed and duly executed by the Lender or the Assignee (including, without limitation, Internal Revenue Service Form 1001 or Form 4224 or any other certificate or statement of exemption required by Treasury Regulations Section 1.1441-4(a) or Section 1.1441-6(c) or any successor thereto) to establish that the Lender or the Assignee is not subject to deduction or withholding of United States Federal Income Tax under Section 1441 or 1442 of the Internal Revenue Code or otherwise (or under any comparable provisions of any successor statute) with respect to any payments to the Lender or the Assignee of principal, interest, fees or other amounts payable hereunder. Borrower shall not be required to pay any additional amount is paid by to the Guarantor Lender or any Assignee under this Section if the Lender or such Assignee shall have failed to satisfy the requirements of the immediately preceding sentence; provided that if the Lender or any Guaranteed Party for or Assignee shall have satisfied such requirements on account the date it became a party to this Agreement, nothing in this Section shall relieve Borrower of its obligation to pay any Taxes, levies, imports, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions additional amounts pursuant to this Section 10in the event that, then, if the Guaranteed Party at its sole discretion determines that it has received or been granted as a refund of, credit against or remission for such Taxes, levies, imports, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditionsresult of any change in applicable law, the Guaranteed Party shallLender or such Assignee is no longer properly entitled to deliver certificates, documents or other evidence at a subsequent date establishing the fact that the Lender or the Assignee is not subject to withholding as described in the extent that it can do so without prejudice to the retention of the amount of such refund, credit or remission, reimburse to the Guarantor such amount as the Guaranteed Party shall, in its sole discretion, determine to be attributable to the relevant Taxes, levies, imports, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditionsimmediately preceding sentence.

Payments to be Free of Deductions. Each payment payable All payments by the Guarantor to the Guaranteed Party Borrower under this Agreement shall be made without any set-off setoff or counterclaim whatsoever and shall be free and clear of of, and without deduction for for, any Taxestaxes (other than any taxes imposed on or measured by the gross income or profits of any Bank or applicable Lending Office thereof), levies, importsimposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any governmental country or any political subdivision thereof or taxing or other authority therein unless the Guarantor Borrower is compelled by Law law to make such deduction or withholding. If any such obligation is imposed upon the Guarantor Borrower with respect to any payment amount payable by the Guarantor to the Guaranteed Party it hereunder, the Guarantor shall it will pay to the Guaranteed PartyAgent, on the date on which the said payment shall become such amount becomes due and payable hereunderhereunder and in Dollars, such additional amount as shall be necessary to enable the Guaranteed Party each Bank to receive the same net amount which the Guaranteed Party it would have received on such due date had no such obligation been imposed upon the GuarantorBorrower. If If, at any time, any Bank, or any permitted assignee of such Bank hereunder (an "Assignee"), is organized under the laws of any jurisdiction other than the United States or any state or other political subdivision thereof, such Bank or the Assignee shall deliver to the Borrower, through the Agent, on the date it becomes a party to this Agreement, and at such other times as may be necessary in the determination of the Borrower in its reasonable discretion, such certificates, documents or other evidence, properly completed and duly executed by such Bank or the Assignee (including, without limitation, Internal Revenue Service Form 1001 or Form 4224 or any other certificate or statement of exemption required by Treasury Regulations Section 1.1441-4(a) or Section 1.1441-6(c) or any successor thereto) to establish that such Bank or the Assignee is not subject to deduction or withholding of United States Federal Income Tax under Section 1441 or 1442 of the Internal Revenue Code or otherwise (or under any comparable provisions of any successor statute) with respect to any payments to such Bank or the Assignee of principal, interest, fees or other amounts payable hereunder. The Borrower shall not be required to pay any additional amount is paid by to such Bank or any Assignee under this Section 2.14 if such Bank or such Assignee shall have failed to satisfy the Guarantor requirements of the immediately preceding sentence; PROVIDED that if any Bank or any Assignee shall have satisfied such requirements on the date it became a party to this Agreement, nothing in this Section 2.14 shall relieve Borrower of its obligation to pay any Guaranteed Party for or on account of any Taxes, levies, imports, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions additional amounts pursuant to this Section 102.14 in the event that, thenas a result of any change in applicable law, if such Bank or such Assignee is no longer properly entitled to deliver certificates, documents or other evidence at a subsequent date establishing the Guaranteed Party at its sole discretion determines fact that it has received such Bank or been granted a refund of, credit against or remission for such Taxes, levies, imports, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions, the Guaranteed Party shall, Assignee is not subject to withholding as described in the extent that it can do so without prejudice to the retention of the amount of such refund, credit or remission, reimburse to the Guarantor such amount as the Guaranteed Party shall, in its sole discretion, determine to be attributable to the relevant Taxes, levies, imports, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditionsimmediately preceding sentence.