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

Payments to be Free of Deductions. Each payment to be made by Borrower under this Agreement, any Note, or any of the other Loan Documents shall be made in accordance with SECTION 2.11 hereof, without set-off, deduction or counterclaim whatsoever, and free and clear of taxes, levies, imposts, duties, charges, fees, deduction, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any governmental or taxing authority, unless Borrower is compelled by law to make any such deduction or withholding. In the event that any such obligation to deduct or withhold is imposed upon Borrower with respect to any such payment: (a) Borrower shall be permitted to make the deduction or withholding required by law in respect of the said payment, and (b) there shall become and be absolutely due and payable by Borrower to Agent or such Lender on the date on which the said payment shall be due and payable, and Borrower hereby promises to pay to Agent or such Lender on such date, such additional amount as shall be necessary to enable Agent or such Lender to receive the same net amount which Agent or such Lender would have received on such due date had no such obligation been imposed by law. Notwithstanding any provision of this SECTION 2.12 to the contrary, the foregoing provisions of this SECTION 2.12 shall not apply in the case of any deductions or withholding made (y) in respect of taxes charged upon or by reference to the overall net income, profits or gains of Agent or any Lender, or (z) failure by a Lender to comply with SECTION 2.22.

Payments to be Free of Deductions. Each payment payable by the Guarantor to be made by Borrower the Guaranteed Party under this Agreement, any Note, or any of the other Loan Documents Agreement shall be made in accordance with SECTION 2.11 hereof, without any set-off, deduction off or counterclaim whatsoever, whatsoever and shall be free and clear of taxesand without deduction for any Taxes, levies, impostsimports, duties, charges, fees, deductiondeductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any governmental or taxing authority, authority unless Borrower the Guarantor is compelled by law Law to make any such deduction or withholding. In the event that If any such obligation to deduct or withhold is imposed upon Borrower the Guarantor with respect to any such payment: (a) Borrower shall be permitted to make the deduction or withholding required by law in respect of the said payment, and (b) there shall become and be absolutely due and payment payable by Borrower the Guarantor to Agent or such Lender the Guaranteed Party hereunder, the Guarantor shall pay to the Guaranteed Party, on the date on which the said payment shall be become due and payable, and Borrower hereby promises to pay to Agent or such Lender on such datepayable hereunder, such additional amount as shall be necessary to enable Agent or such Lender the Guaranteed Party to receive the same net amount which Agent or such Lender 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 law. Notwithstanding the Guarantor to any provision 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 2.12 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 contrary, the foregoing provisions of this SECTION 2.12 shall not apply in the case of any deductions or withholding made (y) in respect of taxes charged upon or by reference extent that it can do so without prejudice to the overall net incomeretention of the amount of such refund, profits credit or gains of Agent 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 any Lender, or (z) failure by a Lender to comply with SECTION 2.22conditions.

Payments to be Free of Deductions. Each payment to be made by Borrower Borrowers to Agent or any Lender under this Agreement, any Note, Note or any of the other Loan Documents shall be made in accordance with SECTION 2.11 hereofSection 2.8, without set-off, deduction off or counterclaim whatsoever, and free and clear of taxesand without any deduction of any kind for any Taxes, levies, imposts, duties, charges, fees, deductiondeductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any governmental political subdivision or any taxing authorityor other authority therein, unless Borrower is Borrowers are compelled by law to make any such deduction or withholding. In the event that If any such obligation to deduct or withhold is imposed upon Borrower Borrowers with respect to any such payment: payment payable by Borrowers to Agent or any Lender, (ai) Borrower Borrowers shall be permitted to make the deduction or withholding required by law in respect of the said payment, payment and (bii) there shall become and be absolutely due and payable by Borrower Borrowers to Agent Agent, LC Issuer or such Lender on the date on which the said payment shall be become due and payable, and Borrower Borrowers hereby promises promise to pay to Agent Agent, LC Issuer or such Lender on such date, such additional amount as shall be necessary to enable Agent Agent, LC Issuer or such Lender to receive the same net amount which Agent Agent, LC Issuer or such Lender would have received on such due date had no such obligation been imposed by law. Notwithstanding any provision of Anything in this SECTION 2.12 Section 2.9 to the contrarycontrary notwithstanding, the foregoing provisions of this SECTION 2.12 Section 2.9 shall not apply in the case of any deductions or withholding withholdings made (y) in respect of taxes Taxes charged upon or by reference to the overall net income, profits or gains of Agent Agent, LC Issuer or any Lender. Each Lender that is entitled to an exemption from or reduction in withholding Tax under the 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 (z) failure with a copy to Agent), at the times prescribed by applicable law, properly completed and executed documentation prescribed by applicable law or reasonably requested by Borrowers as will permit such payments to be made without withholding or at a Lender to comply with SECTION 2.22reduced rate.

Payments to be Free of Deductions. Each payment to be made All payments by the --------------------------------- Borrower under this Agreement, any Note, or any of the other Loan Documents Agreement shall be made in accordance with SECTION 2.11 hereof, without set-off, deduction setoff or counterclaim whatsoever, and free and clear of, and without deduction for, any taxes (other than any taxes imposed on or measured by the gross income or profits of taxesthe Bank), levies, imposts, duties, charges, fees, deductiondeductions, 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 authority, or other authority therein unless the Borrower is compelled by law to make any such deduction or withholding. In the event that If any such obligation to deduct or withhold is imposed upon the Borrower with respect to any such payment: (a) Borrower shall be permitted to make the deduction or withholding required by law in respect of the said payment, and (b) there shall become and be absolutely due and amount payable by Borrower it hereunder, it will pay to Agent or such Lender the Bank, on the date on which the said payment shall be such amount becomes due and payable, payable hereunder and Borrower hereby promises to pay to Agent or such Lender on such datein Dollars, such additional amount as shall be necessary to enable Agent or such Lender the Bank to receive the same net amount which Agent or such Lender it would have received on such due date had no such obligation been imposed by lawupon the Borrower. Notwithstanding If the Bank is at any provision time, or any permitted assignee of this SECTION 2.12 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 contraryBorrower 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 to the 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 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 additional amounts pursuant to this Section 2.14 in the event that, as a result of any change in applicable law, the foregoing provisions of this SECTION 2.12 shall Bank 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 apply subject to withholding as described in the case of any deductions or withholding made (y) in respect of taxes charged upon or by reference to the overall net income, profits or gains of Agent or any Lender, or (z) failure by a Lender to comply with SECTION 2.22immediately preceding sentence.

Payments to be Free of Deductions. Each payment payable by the Guarantor to be made by Borrower the Guaranteed Parties under this Agreement, any Note, or any of the other Loan Documents Agreement shall be made in accordance with SECTION 2.11 hereof, without any set-off, deduction off or counterclaim whatsoever, whatsoever and shall be free and clear of taxesand without deduction for any Taxes, levies, impostsimports, duties, charges, fees, deductiondeductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any governmental or taxing authority, authority unless Borrower the Guarantor is compelled by law Law to make any such deduction or withholding. In the event that If any such obligation to deduct or withhold is imposed upon Borrower the Guarantor with respect to any such payment: (a) Borrower shall be permitted to make the deduction or withholding required by law in respect of the said payment, and (b) there shall become and be absolutely due and payment payable by Borrower the Guarantor to Agent or such Lender the Guaranteed Parties hereunder, the Guarantor shall pay to the Guaranteed Parties, on the date on which the said payment shall be become due and payable, and Borrower hereby promises to pay to Agent or such Lender on such datepayable hereunder, such additional amount as shall be necessary to enable Agent or such Lender the Guaranteed Parties to receive the same net amount which Agent or such Lender the Guaranteed Parties would have received on such due date had no such obligation been imposed upon the Guarantor. If any additional amount is paid by law. Notwithstanding the Guarantor to any provision 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 2.12 Section 11, then, if 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, such Guaranteed Party shall, to the contrary, the foregoing provisions of this SECTION 2.12 shall not apply in the case of any deductions or withholding made (y) in respect of taxes charged upon or by reference extent that it can do so without prejudice to the overall net incomeretention of the amount of such refund, profits credit or gains of Agent remission, reimburse to the Guarantor such amount as 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 any Lender, or (z) failure by a Lender to comply with SECTION 2.22conditions.

Payments to be Free of Deductions. Each payment to be made (a) All payments by the Borrower under this Agreement, any Note, or any of the other Loan Documents Agreement shall be made in accordance with SECTION 2.11 hereof, without set-off, deduction off or counterclaim whatsoever, and free and clear of taxes, levies, imposts, dutiesand without deduction for any Taxes, charges, fees, deductiondeductions, 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 authority, or other authority therein unless the Borrower is compelled by law to make any such deduction or withholding. In the event that If any such obligation to deduct or withhold is imposed upon the Borrower with respect to any such payment: (a) Borrower shall be permitted to make the deduction or withholding required by law in respect of the said payment, and (b) there shall become and be absolutely due and amount payable by it hereunder, the Borrower will pay to Agent or such Lender the Bank, on the date on which the said payment shall be amount becomes due and payable, and Borrower hereby promises to pay to Agent or such Lender on such datepayable hereunder, such additional amount as shall be necessary to enable Agent or such Lender the Bank to receive the same net amount which Agent or such Lender it would have received on such due date had no such obligation been imposed upon the 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 pursuant to Clause 4.6(a) above, the Bank will promptly after the date of such credit, repayment, relief or rebate pay to the Borrower the amount of such credit, repayment, relief or rebate, 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 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 payment. Nothing herein contained shall interfere with the right 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 corporate profits or from any similar tax liability, 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 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. Notwithstanding any provision , regulation or double taxation treaty or its application or interpretation, in each case taking effect after the date of this SECTION 2.12 Agreement), the Borrower shall not be liable to pay to the contrary, the foregoing provisions of Bank under this SECTION 2.12 shall not apply in the case of Clause 4.6 any deductions or withholding made (y) amount in respect of taxes charged upon levied or imposed by reference any taxing authority of or in the United Kingdom in excess of the amount the Borrower would have been obliged to pay if the overall net income, profits or gains of Agent or any LenderBank had been, or (z) failure by had not ceased to be, a Lender to comply with SECTION 2.22Qualifying Bank.

Payments to be Free of Deductions. Each payment to be made payable by Borrower to Agent or any Lender under this Agreement, any Note, or any of the other Loan Documents shall be made in accordance with SECTION 2.11 Section 2.7 hereof, without set-off, deduction off or counterclaim whatsoever, and free and clear of and without any deduction of any kind for any taxes, levies, imposts, duties, charges, fees, deductiondeductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any governmental political subdivision or any taxing authorityor other authority therein, unless Borrower is compelled by law to make any such deduction or withholding. In the event that any such obligation to deduct or withhold is imposed upon Borrower with respect to any such payment: payment payable by Borrower to Agent or any Lender, (a) Borrower shall be permitted to make the deduction or withholding required by law in respect of the said payment, and (b) there shall become and be absolutely due and payable by Borrower to Agent or such Lender on the date on which the said payment shall be become due and payable, payable and Borrower hereby promises to pay to Agent or such Lender on such date, such additional amount as shall be necessary to enable Agent or such Lender to receive the same net amount which Agent or such Lender would have received on such due date had no such obligation been imposed by law. Notwithstanding any provision of Anything in this SECTION 2.12 Section 2.8 to the contrarycontrary notwithstanding, the foregoing provisions of this SECTION 2.12 Section 2.8 shall not apply in the case of any deductions or withholding withholdings made (y) in respect of taxes charged upon or by reference to the overall net income, profits or gains of Agent or any Lender. Borrower shall have no obligation to make any payment pursuant to this Section 2.8 with respect to any Lender who is not a party hereto on the Closing Date unless (i) no such payments would be payable to any such Lender on the date it becomes a party hereto and no such payments could be reasonably expected to be payable to such Lender and (ii) if such Lender is organized under the laws of a foreign jurisdiction, such jurisdiction is exempt from United States withholding tax and such Lender has provided Borrower with an Internal Revenue Form 4224 or (z) failure by a Lender Form 1001 or other certificate of document required under United States law to comply with SECTION 2.22establish entitlement to such exemption.

Payments to be Free of Deductions. Each payment payable by Borrowers and any other Credit Party to be made by Borrower Agent or any Lender under this Agreement, any Note, or any of the other Loan Documents shall be made in accordance with SECTION 2.11 Section 2.7 hereof, without set-off, deduction off or counterclaim whatsoever, and free and clear of and without any deduction of any kind for any taxes, levies, imposts, duties, charges, fees, deductiondeductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any governmental political subdivision or any taxing authorityor other authority therein, unless a Borrower or such other Credit Party is compelled by law to make any such deduction or withholding. In the event that any such obligation to deduct or withhold is imposed upon a Borrower or such other Credit Party with respect to any such payment: payment payable to Agent or any Lender, (a) such Borrower or other Credit Party shall be permitted to make the 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 or other Credit Party to Agent or such Lender on the date on which the said payment shall be become due and payable, payable and Borrower Borrowers hereby promises promise to pay to Agent or such Lender on such date, such additional amount as shall be necessary to enable Agent or such Lender to receive the same net amount which Agent or such Lender would have received on such due date had no such obligation been imposed by law. Notwithstanding any provision of Anything in this SECTION 2.12 Section 2.8 to the contrarycontrary notwithstanding, the foregoing provisions of this SECTION 2.12 Section 2.8 shall not apply in the case of any deductions or withholding withholdings made (y) in respect of taxes charged upon or by reference to the overall net income, profits or gains of Agent or any Lender. No Borrower or other Credit Party shall have any obligation to make any payment pursuant to this Section 2.8 with respect to any Lender who is not a party hereto on the Closing Date unless (i) no such payments would be payable to any such Lender on the date it becomes a party hereto and no such payments could be reasonably expected to be payable to such Lender and (ii) if such Lender is organized under the laws of a foreign jurisdiction, such jurisdiction is exempt from United States withholding tax and such Lender has provided Borrowers with an Internal Revenue Form 4224 or (z) failure by a Lender Form 1001 or other certificate of document required under United States law to comply with SECTION 2.22establish entitlement to such exemption.

Payments to be Free of Deductions. Each payment to be made All payments by any Borrower under this Agreement, any Note, or any of the other Loan Documents Agreement shall be made in accordance with SECTION 2.11 hereof, without set-off, deduction off or counterclaim whatsoever, and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductiondeductions, 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 authority, or other authority therein unless such Borrower is compelled by law to make any such deduction or withholding. In the event that If any such obligation to deduct or withhold is imposed upon any Borrower with respect to any amount payable by it hereunder to the Agent or any Bank, such payment: (a) Borrower shall be permitted to make promptly notify the deduction or withholding required by law in respect of the said payment, and (b) there shall become and be absolutely due and payable by Borrower to Agent or such Lender Bank of such obligation and the Borrowers jointly and severally agree to pay to the Agent, for the account of the Agent or such Bank, on the date on which the said payment shall be amount becomes due and payable, and Borrower hereby promises to pay to Agent or such Lender on such datepayable hereunder, such additional amount as shall be necessary to enable the Agent or such Lender Bank to receive the same net amount which Agent or such Lender it would have received on such due date had no such obligation obligations been imposed by lawupon such Borrower. Notwithstanding any provision of this SECTION 2.12 Each Borrower will deliver promptly to the contraryAgent and the Banks certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by such Borrower hereunder. The Borrowers jointly and severally agree to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made by them hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement. The foregoing provisions of this SECTION 2.12 Section 2.14 shall not apply apply, in the case of any deductions or withholding made (y) in respect of each Bank and the Agent, to taxes charged upon or by reference to the its overall net income, profits or gains of Agent or any Lender, or (z) failure by a Lender to comply with SECTION 2.22gains.

Payments to be Free of Deductions. Each payment payable by the Borrower to be made by Borrower the Agent or any Lender under this Agreement, any Note, or any of the other Loan Documents shall be made in accordance with SECTION 2.11 Section 2.10 hereof, without set-off, deduction off or counterclaim whatsoever, and free and clear of and without any deduction of any kind for any taxes, levies, imposts, duties, charges, fees, deductiondeductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any governmental political subdivision or any taxing authorityor other authority therein, unless the Borrower is compelled by law to make any such deduction or withholding. In the event that If any such obligation to deduct or withhold is imposed upon the Borrower with respect to any such payment: payment payable by the Borrower to the Agent or any Lender, (a) the Borrower shall be permitted to make the deduction or withholding required by law in respect of the said payment, and (b) there shall become and be absolutely due and payable by the Borrower to the Agent or such Lender on the date on which the said payment shall be become due and payable, and the Borrower hereby promises to pay to the Agent or such Lender on such date, such additional amount as shall be necessary to enable the Agent or such Lender to receive the same net amount which the Agent or such Lender would have received on such due date had no such obligation been imposed by law. Notwithstanding any provision of Anything in this SECTION 2.12 Section to the contrarycontrary notwithstanding, the foregoing provisions of this SECTION 2.12 Section shall not apply in the case of any deductions or withholding withholdings made (y) in respect of taxes charged upon or by reference to the overall net income, profits or gains of the Agent or any LenderLender (or any transferee or assignee thereof). If Agent or any Lender receives a refund in respect of any taxes which Borrower shall have paid for or on an account of taxes payable by Agent or Lender pursuant to this Section 2.12, or it will promptly notify Borrower of such refund and, within ten (z10) failure Business Days after giving Borrower such notice (and promptly upon receipt, if Borrower has applied for such refund), pay such refund to Borrower (to the extent of amounts paid by a Lender to comply with SECTION 2.22Borrower under this Section 2.12).

Payments to be Free of Deductions. Each payment to be made by Borrower Borrowers under this Agreement, any Note, or any of the other Loan Documents shall be made in accordance with SECTION 2.11 Section 2.10 hereof, without set-off, deduction or counterclaim whatsoever, and free and clear of taxes, levies, imposts, duties, charges, fees, deduction, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any governmental or taxing authority, unless Borrower is Borrowers are compelled by law to make any such deduction or withholding. In the event that any such obligation to deduct or withhold is imposed upon Borrower Borrowers with respect to any such payment: (a) Borrower Borrowers shall be permitted to make the deduction or withholding required by law in respect of the said payment, and (b) there shall become and be absolutely due and payable by Borrower Borrowers to Agent or such Lender on the date on which the said payment shall be due and payable, and Borrower Borrowers hereby promises promise to pay to Agent or such Lender on such date, such additional amount as shall be necessary to enable Agent or such Lender to receive the same net amount which Agent or such Lender would have received on such due date had no such obligation been imposed by law. Notwithstanding any provision of this SECTION 2.12 Section 2.11 to the contrary, the foregoing provisions of this SECTION 2.12 Section 2.11 shall not apply in the case of any deductions or withholding made (y) in respect of taxes charged upon or by reference to the overall net income, profits or gains of Agent or any Lender, or (z) failure by a Lender to comply with SECTION 2.22Section 2.21.

Payments to be Free of Deductions. Each payment to be made (a) All payments by Borrower under this Agreement, any Note, or any of Borrowers on the other Loan Documents Liabilities (including LIBOR Advances) shall be made in accordance with SECTION 2.11 hereof, without set-off, deduction off or counterclaim whatsoevercounterclaim, and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductiondeductions, 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 authority, or other authority therein (unless any Borrower is compelled required by law to make any such deduction or withholding), excluding, in the case of Agent and each Lender, taxes that are imposed on its overall net income by the United States and taxes that are imposed on its overall net income (and franchise taxes imposed in lieu thereof) by the state or foreign jurisdiction under the laws of which such Person is organized or any political subdivision thereof (all such non-excluded taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions in respect of payments on the Liabilities being hereinafter referred to as "Taxes"). In the event that If any such obligation to deduct or withhold is imposed upon any Borrower with respect to any such payment: (a) Borrower amount payable by it hereunder, Borrowers shall be permitted pay to make Agent for their benefit and the deduction or withholding required by law in respect benefits of the said payment, and (b) there shall become and be absolutely due and payable by Borrower to Agent or such Lender Lenders on the date on which the said payment shall be such amount becomes due and payable, payable hereunder and Borrower hereby promises to pay to Agent or such Lender on such datein United States Dollars, such additional amount as shall be necessary to enable Agent or such and each Lender to receive the same net amount which Agent or such Lender it would have received on such due date had no such obligation been imposed upon Borrowers. If any Borrower shall be required by law. Notwithstanding any provision of this SECTION 2.12 law to the contrary, the foregoing provisions of this SECTION 2.12 shall not apply in the case of any deductions 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 (y) in respect of taxes charged upon or hereinafter referred to as "Other Taxes"). Borrowers shall, after demand by reference to the overall net income, profits or gains of 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 (z3) 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 2.14 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, or pay any additional amounts to any Non-U.S. Lender, in respect of United States Federal withholding tax pursuant to this Agreement to the extent that (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 extent the 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 New Lending Office, would have been entitled to receive in the absence of such assignment, transfer or designation, or (ii) the obligation to pay such additional amounts would not have arisen but for a failure by a such Non-U.S. Lender to comply with SECTION 2.22the provisions in paragraph (d) above.

Payments to be Free of Deductions. Each payment payable by a Borrower to be made by Borrower Agent or any Lender under this Agreement, any Note, or any of the other Loan Documents shall be made in accordance with SECTION 2.11 Section 2.7 hereof, without set-off, deduction off or counterclaim whatsoever, and free and clear of and without any deduction of any kind for any taxes, levies, imposts, duties, charges, fees, deductiondeductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any governmental political subdivision or any taxing authorityor other authority therein, unless a Borrower is compelled by law to make any such deduction or withholding. In the event that any such obligation to deduct or withhold is imposed upon a Borrower with respect to any such payment: (apayment payable by a Borrower to Agent or any Lender,(a) each Borrower shall be permitted to make the 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 Agent or such Lender on the date on which the said payment shall be become due and payable, payable and each Borrower hereby promises to pay to Agent or such Lender on such date, such additional amount as shall be necessary to enable Agent or such Lender to receive the same net amount which Agent or such Lender would have received on such due date had no such obligation been imposed by law. Notwithstanding any provision of Anything in this SECTION 2.12 Section 2.8 to the contrarycontrary notwithstanding, the foregoing provisions of this SECTION 2.12 Section 2.8 shall not apply in the case of any deductions or withholding withholdings made (y) in respect of taxes charged upon or by reference to the overall net income, profits or gains of Agent or any Lender. Borrowers shall have no obligation to make any payment pursuant to this Section 2.8 with respect to any Lender who is not a party hereto on the Closing Date unless (i) no such payments would be payable to any such Lender on the date it becomes a party hereto and no such payments could be reasonably expected to be payable to such Lender and (ii) if such Lender is organized under the laws of a foreign jurisdiction, such jurisdiction is exempt from United States withholding tax and such Lender has provided any Borrower with an Internal Revenue Form 4224 or (z) failure by a Lender Form 1001 or other certificate of document required under United States law to comply with SECTION 2.22establish entitlement to such exemption.

Payments to be Free of Deductions. Each payment payable by --------------------------------- the Borrower to be made by Borrower the Lender under this Agreement, any the Note, or any of the other Loan Documents shall be made in accordance with SECTION 2.11 Section 2.10 hereof, without set-off, deduction off or counterclaim whatsoever, and free and clear of and without any deduction of any kind for any taxes, levies, imposts, duties, charges, fees, deductiondeductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any governmental political subdivision or any taxing authorityor other authority therein, unless the Borrower is compelled by law to make any such deduction or withholding. In the event that If any such obligation to deduct or withhold is imposed upon the Borrower with respect to any such payment: payment payable by the Borrower to the Lender, (a) the Borrower shall be permitted to make the deduction or withholding required by law in respect of the said payment, and (b) there shall become and be absolutely due and payable by the Borrower to Agent or such the Lender on the date on which the said payment shall be become due and payable, payable and the Borrower hereby promises to pay to Agent or such the Lender on such date, such additional amount as shall be necessary to enable Agent or such the Lender to receive the same net amount which Agent or such the Lender would have received on such due date had no such obligation been imposed by law. Notwithstanding any provision of Anything in this SECTION 2.12 Section to the contrarycontrary notwithstanding, the foregoing provisions of this SECTION 2.12 Section shall not apply in the case of any deductions or withholding withholdings made (y) in respect of taxes charged upon or by reference to the overall net income, income or profits or gains of Agent or any the Lender, or (z) failure by a Lender to comply with SECTION 2.22.

Payments to be Free of Deductions. Each payment payable by a Borrower to be made by Borrower Agent or any Lender under this Agreement, any Revolving Credit Note, or any of the other Loan Documents shall be made in accordance with SECTION 2.11 Section 2.8 hereof, without set-off, deduction off or counterclaim whatsoever, and free and clear of and without any deduction of any kind for any taxes, levies, imposts, duties, charges, fees, deductiondeductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any governmental political subdivision or any taxing authorityor other authority therein, unless a Borrower is compelled by law to make any such deduction or withholding. In the event that any such obligation to deduct or withhold is imposed upon a Borrower with respect to any such payment: payment payable by a Borrower to Agent or any Lender, (a) each Borrower shall be permitted to make the 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 Agent or such Lender on the date on which the said payment shall be become due and payable, payable and each Borrower hereby promises to pay to Agent or such Lender on such date, such additional amount as shall be necessary to enable Agent or such Lender to receive the same net amount which Agent or such Lender would have received on such due date had no such obligation been imposed by law. Notwithstanding any provision of Anything in this SECTION 2.12 Section 2.9 to the contrarycontrary notwithstanding, the foregoing provisions of this SECTION 2.12 Section 2.9 shall not apply in the case of any deductions or withholding withholdings made (y) in respect of taxes charged upon or by reference to the overall net income, profits or gains of Agent or any Lender. Borrowers shall have no obligation to make any payment pursuant to this Section 2.9 with respect to any Lender who is not a party hereto on the Closing Date unless (i) no such payments would be payable to any such Lender on the date it becomes a party hereto and no such payments could be reasonably expected to be payable to such Lender and (ii) if such Lender is organized under the laws of a foreign jurisdiction, such jurisdiction is exempt from United States withholding tax and such Lender has provided any Borrower with an Internal Revenue Form 4224 or (z) failure by a Lender Form 1001 or other certificate of document required under United States law to comply with SECTION 2.22establish entitlement to such exemption.

Payments to be Free of Deductions. Each payment to be made by Borrower Borrowers to Agent or any Lender under this Agreement, any Note, Note or any of the other Loan Documents shall be made in accordance with SECTION 2.11 hereofSection 2.8, without set-off, deduction off or counterclaim whatsoever, and free and clear of and without any deduction of any kind for any taxes, levies, imposts, duties, charges, fees, deductiondeductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any governmental political subdivision or any taxing authorityor other authority therein, unless a Borrower is compelled by law to make any such deduction or withholding. In the event that any such obligation to deduct or withhold is imposed upon a Borrower with respect to any such payment: payment payable by Borrowers to Agent or any Lender, (a) Borrower Borrowers shall be permitted to make the deduction or withholding required by law in respect of the said payment, and (b) there shall become and be absolutely due and payable by Borrower Borrowers to Agent or such Lender on the date on which the said payment shall be become due and payable, and Borrower Borrowers hereby promises promise to pay to Agent or such Lender on such date, such additional amount as shall be necessary to enable Agent or such Lender to receive the same net amount which Agent or such Lender would have received on such due date had no such obligation been imposed by law. Notwithstanding any provision of Anything in this SECTION 2.12 Section 2.9 to the contrarycontrary notwithstanding, the foregoing provisions of this SECTION 2.12 Section 2.9 shall not apply in the case of any deductions or withholding withholdings made (y) in respect of taxes charged upon or by reference to the overall net income, profits or gains of Agent or any Lender, or (z) failure by a Lender to comply with SECTION 2.22.

Payments to be Free of Deductions. Each payment to be made by Borrower to Agent or any Lender under this Agreement, any Note, Note or any of the other Loan Documents shall be made in accordance with SECTION 2.11 hereofSection 2.9, without set-off, deduction off or counterclaim whatsoever, and free and clear of and without any deduction of any kind for any taxes, levies, imposts, duties, charges, fees, deductiondeductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any governmental political subdivision or any taxing authorityor other authority therein, unless Borrower is compelled by law to make any such deduction or withholding. In the event that If any such obligation to deduct or withhold is imposed upon Borrower with respect to any such payment: payment payable by Borrower to Agent or any Lender, (a) Borrower shall be permitted to make the deduction or withholding required by law in respect of the said payment, and (b) there shall become and be absolutely due and payable by Borrower to Agent or such Lender on the date on which the said payment shall be become due and payable, and Borrower hereby promises to pay to Agent or such Lender on such date, such additional amount as shall be necessary to enable Agent or such Lender to receive the same net amount which Agent or such Lender would have received on such due date had no such obligation been imposed by law. Notwithstanding any provision of Anything in this SECTION 2.12 Section 2.10 to the contrarycontrary notwithstanding, the foregoing provisions of this SECTION 2.12 Section 2.10 shall not apply in the case of any deductions or withholding withholdings made (y) in respect of taxes charged upon or by reference to the overall net income, profits or gains of Agent or any Lender, or (z) failure by a Lender to comply with SECTION 2.22.

Payments to be Free of Deductions. Each payment payable by Borrowers to be made by Borrower Agent or any Lender under this Agreement, any Note, or any of the other Loan Documents shall be made in accordance with SECTION 2.11 Section 2.7 hereof, without set-off, deduction off or counterclaim whatsoever, and free and clear of and without any deduction of any kind for any taxes, levies, imposts, duties, charges, fees, deductiondeductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any governmental political subdivision or any taxing authorityor other authority therein, unless Borrower is Borrowers are compelled by law to make any such deduction or withholding. In the event that any such obligation to deduct or withhold is imposed upon Borrower Borrowers with respect to any such payment: payment payable by Borrowers to Agent or any Lender, (a) Borrower Borrowers shall be permitted to make the deduction or withholding required by law in respect of the said payment, and (b) there shall become and be absolutely due and payable by Borrower Borrowers to Agent or such Lender on the date on which the said payment shall be become due and payable, payable and Borrower Borrowers hereby promises promise to pay to Agent or such Lender on such date, such additional amount as shall be necessary to enable Agent or such Lender to receive the same net amount which Agent or such Lender would have received on such due date had no such obligation been imposed by law. Notwithstanding any provision of Anything in this SECTION 2.12 Section 2.8 to the contrarycontrary notwithstanding, the foregoing provisions of this SECTION 2.12 Section 2.8 shall not apply in the case of any deductions or withholding withholdings made (y) in respect of taxes charged upon or by reference to the overall net income, profits or gains of Agent or any Lender. Borrowers shall have no obligation to make any payment pursuant to this Section 2.8 with respect to any Lender who is not a party hereto on the Closing Date unless (i) no such payments would be payable to any such Lender on the date it becomes a party hereto and no such payments could be reasonably expected to be payable to such Lender and (ii) if such Lender is organized under the laws of a foreign jurisdiction, such jurisdiction is exempt from United States withholding tax and such Lender has provided Borrowers with an Internal Revenue Form 4224 or (z) failure by a Lender Form 1001 or other certificate of document required under United States law to comply with SECTION 2.22establish entitlement to such exemption.

Payments to be Free of Deductions. Each payment to be made All payments by the Borrower under this Agreement, any Note, or any of the other Loan Documents Agreement shall be made in accordance with SECTION 2.11 hereof, without set-off, deduction setoff or counterclaim whatsoever, and free and clear of, and without deduction for, any taxes (other than any taxes imposed on or measured by the gross income or profits of taxesthe Lender), levies, imposts, duties, charges, fees, deductiondeductions, 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 authority, or other authority therein unless the Borrower is compelled by law to make any such deduction or withholding. In the event that If any such obligation to deduct or withhold is imposed upon the Borrower with respect to any such payment: (a) Borrower shall be permitted to make the deduction or withholding required by law in respect of the said payment, and (b) there shall become and be absolutely due and amount payable by Borrower it hereunder, it will pay (subject to Agent or such Lender Applicable Law) to the Lender, on the date on which the said payment shall be such amount becomes due and payable, payable hereunder and Borrower hereby promises to pay to Agent or such Lender on such datein Dollars, such additional amount as shall be necessary to enable Agent or such the Lender to receive the same net amount which Agent or such Lender it would have received on such due date had no such obligation been imposed by lawupon the Borrower. Notwithstanding If the Lender is at any provision time, or any permitted assignee of this SECTION 2.12 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 contraryBorrower 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 to the 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 Assignee shall have satisfied such requirements on the date it became a party to this Agreement, nothing in this Section shall relieve Borrower of its obligation to pay any additional amounts pursuant to this Section in the event that, as a result of any change in applicable law, the foregoing provisions of this SECTION 2.12 shall Lender 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 apply subject to withholding as described in the case of any deductions or withholding made (y) in respect of taxes charged upon or by reference to the overall net income, profits or gains of Agent or any Lender, or (z) failure by a Lender to comply with SECTION 2.22immediately preceding sentence.

Payments to be Free of Deductions. Each payment payable by Borrowers to be made by Borrower Agent or any Lender under this Agreement, any Note, or any of the other Loan Documents shall be made in accordance with SECTION 2.11 Section 2.7 hereof, without set-off, deduction off or counterclaim whatsoever, and free and clear of and without any deduction of any kind for any taxes, levies, imposts, duties, charges, fees, deductiondeductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any governmental political subdivision or any taxing authorityor other authority therein, unless Borrower is Borrowers are compelled by law to make any such deduction or withholding. In the event that any such obligation to deduct or withhold is imposed upon Borrower Borrowers with respect to any such payment: payment payable by Borrowers to Agent or any Lender, (a) Borrower Borrowers shall be permitted to make the deduction or withholding required by law in respect of the said payment, and (b) there shall become and be absolutely due and payable by Borrower Borrowers to Agent or such Lender on the date on which the said payment shall be become due and payable, payable and Borrower Borrowers hereby promises promise to pay to Agent or such Lender on such date, such additional amount as shall be necessary to enable Agent or such Lender to receive the same net amount which Agent or such Lender would have received on such due date had no such obligation been imposed by law. Notwithstanding any provision of Anything in this SECTION 2.12 Section 2.8 to the contrarycontrary notwithstanding, the foregoing provisions of this SECTION 2.12 Section 2.8 shall not apply in the case of any deductions or withholding withholdings made (y) in respect of taxes charged upon or by reference to the overall net income, profits or gains of Agent or any Lender. Borrowers shall have no obligation to make any payment pursuant to this Section 2.8 with respect to any Lender who is not a party hereto on the Closing Date unless no such payments would be payable to any such Lender on the date it becomes a party hereto and no such payments could be reasonably expected to be payable to such Lender and if such Lender is organized under the laws of a foreign jurisdiction, such jurisdiction is exempt from United States withholding tax and such Lender has provided Borrowers with an Internal Revenue Form 4224 or (z) failure by a Lender Form 1001 or other certificate of document required under United States law to comply with SECTION 2.22establish entitlement to such exemption.

Payments to be Free of Deductions. Each payment to be made (A) All payments by the Borrower under this Agreement, any Note, or any of the other Loan Documents Agreement shall be made in accordance with SECTION 2.11 hereof, without set-off, deduction off or counterclaim whatsoever, and free and clear of taxes, levies, imposts, dutiesand without deduction for any Taxes, charges, fees, deductiondeductions, 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 authority, or other authority therein unless the Borrower is compelled by law to make any such deduction or withholding. In the event that If any such obligation to deduct or withhold is imposed upon the Borrower with respect to any such payment: (a) amount payable by it hereunder, the Borrower shall be permitted will pay to make the deduction or withholding required by law in respect Agent for the account of the said paymentAgent, and (b) there shall become and be absolutely due and payable by Borrower to Agent the Banks, the Issuing Bank or such Lender the Overdraft Bank, as the case may be, on the date on which the said payment shall be amount becomes due and payable, and Borrower hereby promises to pay to Agent or such Lender on such datepayable hereunder, such additional amount as shall be necessary to enable Agent the Agent, the Banks, the Issuing Bank or such Lender the Overdraft Bank to receive the same net amount which Agent or such Lender they would have received on such due date had no such obligation been imposed upon the Borrower. (B) In the event that any of the Agent, the Banks, the Issuing Bank or the Overdraft 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 any of them an additional amount pursuant to Clause 4.6(A) above, the Agent, such Bank, the Issuing Bank or the Overdraft Bank, as the case may be, will promptly after the date of such credit, repayment, relief or rebate pay to the Borrower the amount of such credit, repayment, relief or rebate, less the aggregate amount of any costs or expenses which the Agent, such Bank, the Issuing Bank or the Overdraft Bank, as the case may be, 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 lawthe Agent, such Bank, the Issuing Bank or the Overdraft Bank, as the case may be, 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 any of the Agent, the Banks, the Issuing Bank or the Overdraft Bank, as the case may be, has made a payment to the 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 payment. Notwithstanding Nothing herein contained shall interfere with the right of any provision of the Agent, the Banks, the Issuing Bank or the Overdraft Bank, as the case may be, to arrange its tax affairs in whatever manner it thinks fit and, in particular, none of them shall be under any obligation to claim relief from tax on its corporate profits or from any similar tax liability, 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) Each of the Agent, the Banks, the Issuing Bank and the Overdraft Bank hereby represents and warrants 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 a Qualifying Bank. (D) If otherwise than as a result of the introduction of, amendment to, or any change in the interpretation, administration or application of, any law or regulation or any practice or concession of the United Kingdom Inland Revenue occurring after the date of this SECTION 2.12 to Agreement, any of the contraryAgent, the foregoing provisions of this SECTION 2.12 Banks, the Issuing Bank or the Overdraft Bank is not or ceases to be a Qualifying Bank, the Borrower shall not apply in the case of be liable to pay to such Person under this Clause 4.6 any deductions or withholding made (y) amount in respect of taxes charged upon levied or imposed by reference any taxing authority of or in the United Kingdom in excess of the amount the Borrower would have been obliged to the overall net income, profits or gains of Agent or any Lenderpay if such Person had been, or (z) failure by had not ceased to be, a Lender to comply with SECTION 2.22Qualifying Bank.