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

Payments to be Free of Deductions. (A) All payments by the Borrower under this Agreement shall be made without set-off or counterclaim and free and clear of and without deduction for any Taxes, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any country or any political subdivision thereof or taxing or other authority therein unless the Borrower is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Borrower with respect to any amount payable by it hereunder, the Borrower will pay to the Agent for the account of the Agent, the Banks, the Issuing Bank or the Overdraft Bank, as the case may be, on the date on which the said amount becomes due and payable hereunder, such additional amount as shall be necessary to enable the Agent, the Banks, the Issuing Bank or the Overdraft Bank to receive the same net amount which 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 the 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. Nothing herein contained shall interfere with the right of any 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 Agreement, any of the Agent, the Banks, the Issuing Bank or the Overdraft Bank is not or ceases to be a Qualifying Bank, the Borrower shall not be liable to pay to such Person 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 such Person had been, or had not ceased to be, a Qualifying Bank.

Payments to be Free of Deductions. (Aa) All payments by Borrowers on the Borrower under this Agreement Liabilities (including LIBOR Advances) shall be made without set-off or counterclaim counterclaim, and free and clear of and without deduction for any Taxestaxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any country or any political subdivision thereof or taxing or other authority therein (unless the any Borrower is compelled required by law to make 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"). If any such obligation is imposed upon the any Borrower with respect to any amount payable by it hereunder, the Borrower will Borrowers shall pay to the Agent for their benefit and the account benefits of the Agent, the Banks, the Issuing Bank or the Overdraft Bank, as the case may be, Lenders on the date on which the said such amount becomes due and payable hereunderhereunder and in United States Dollars, such additional amount as shall be necessary to enable the Agent, the Banks, the Issuing Bank or the Overdraft Bank Agent and each Lender to receive the same net amount which they it would have received on such due date had no such obligation been imposed upon the Borrower. (B) In the event that Borrowers. If 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 Borrower shall be required by law to make such deduction or withholding for which 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 Borrower has paid any of them an additional amount pursuant to Clause 4.6(A) aboveLiabilities or from the execution, the Agentdelivery or registration of, such Bankperformance under, the Issuing Bank or otherwise with respect to, this Agreement or the Overdraft Bankother Financing Agreements (hereinafter referred to as "Other Taxes"). Borrowers shall, as 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 may beof a Lender which becomes a party hereto after the date hereof, will 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 creditNon-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, repayment, relief or rebate pay (A) a certificate to the Borrower effect that such Non-U.S. Lender is not (1) a "bank" within the amount meaning 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 Section 881(c)(3)(A) of the obtaining Code, (2) a "10 percent shareholder" of such credit, repayment, relief or rebate, but not including Borrower Representative within the normal expenses incurred by the 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 meaning of Section 881(c)(3)(B) of the AgentCode, the Banks, the Issuing Bank or the Overdraft Bank, as the case may be, has made (3) a payment to the Borrower pursuant to this Clause 4.6(B"controlled foreign corporation" described in Section 881(c)(3)(C) 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 any of the Agent, the Banks, the Issuing Bank Code and (B) duly completed copies of Internal Revenue Service Form W-8BEN; 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 (v) any other claims of relief, credits form 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 Agreement, any of the Agent, the Banks, the Issuing Bank or the Overdraft Bank is not or ceases to be a Qualifying Bank, the Borrower shall not be liable to pay to such Person under this Clause 4.6 any amount in respect of taxes levied or imposed 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 United Kingdom in excess case of a transferee on the amount date such Person became a transferee hereunder) or, with respect to payments to a New Lending Office, the Borrower 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 obliged entitled to receive in the absence of such assignment, transfer or designation, or (ii) the obligation to pay if such Person had been, or had additional amounts would not ceased have arisen but for a failure by such Non-U.S. Lender to be, a Qualifying Bankcomply with the provisions in paragraph (d) above.

Payments to be Free of Deductions. (A) All payments Each payment payable by the Borrower to the Agent or any Lender under this Agreement Agreement, any Note, or any of the other Loan Documents shall be made in accordance with Section 2.10 hereof, without set-off or counterclaim and free and clear of and without any deduction of any kind for any Taxestaxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any country political subdivision or any political subdivision thereof or taxing or other authority therein therein, unless the Borrower is compelled by law to make any such deduction or withholding. If any such obligation to deduct or withhold is imposed upon the Borrower with respect to any amount such payment payable by it hereunder, the Borrower will pay to the Agent for or any Lender, (a) the account Borrower shall be permitted to make the deduction or withholding required by law in respect of the Agentsaid payment, and (b) there shall become and be absolutely due and payable by the Banks, Borrower to the Issuing Bank Agent or the Overdraft Bank, as the case may be, such Lender on the date on which the said amount becomes payment shall become due and payable hereunderpayable, 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, the Banks, the Issuing Bank Agent or the Overdraft Bank such Lender to receive the same net amount which they the Agent or such Lender would have received on such due date had no such obligation been imposed by law. Anything in this Section to the contrary notwithstanding, the foregoing provisions of this Section shall not apply in the case of any deductions or withholdings made in respect of taxes charged upon or by reference to the Borrower. (B) In the event that any overall net income, profits or gains of the Agent, the Banks, the Issuing Bank Agent or the Overdraft Bank actually any Lender (or any transferee or assignee thereof). If Agent or any Lender receives from any such taxing or other authority any credit, repayment, relief or rebate a refund in respect of any such deduction or withholding for taxes 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 paid for or incurred in connection with on an account of taxes payable by Agent or as a result of the obtaining of such credit, repayment, relief or rebate, but not including the normal expenses incurred by the 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 Lender pursuant to this Clause 4.6(B) on the basis of any creditSection 2.12, repayment, relief or rebate which is subsequently disallowed, then the it will promptly notify Borrower shall repay, immediately upon demand, the amount of such payment. Nothing herein contained shall interfere with the right of any 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 refund and, in particularwithin ten (10) Business Days after giving Borrower such notice (and promptly upon receipt, none of them shall be under any obligation if Borrower has applied for such refund), pay such refund 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. Borrower (C) Each of the Agent, the Banks, the Issuing Bank and the Overdraft Bank hereby represents and warrants to the extent of amounts paid by 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 Agreement, any of the Agent, the Banks, the Issuing Bank or the Overdraft Bank is not or ceases to be a Qualifying Bank, the Borrower shall not be liable to pay to such Person 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 such Person had been, or had not ceased to be, a Qualifying BankSection 2.12).

Payments to be Free of Deductions. (A) All payments Each payment to be made by the Borrower Borrowers under this Agreement Agreement, any Note, or any of the other Loan Documents shall be made in accordance with Section 2.10 hereof, without set-off off, deduction or counterclaim whatsoever, and free and clear of and without deduction for any Taxestaxes, levies, imposts, duties, charges, fees, deductionsdeduction, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any country or any political subdivision thereof governmental or taxing or other authority therein authority, unless the Borrower is Borrowers are compelled by law to make any such deduction or withholding. If In the event that any such obligation to deduct or withhold is imposed upon the Borrower Borrowers with respect to any amount such payment: (a) 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 it hereunder, the Borrower will pay Borrowers to the Agent for the account of the Agent, the Banks, the Issuing Bank or the Overdraft Bank, as the case may be, such Lender on the date on which the said amount becomes payment shall be due and payable hereunderpayable, and Borrowers hereby promise to pay to Agent or such Lender on such date, such additional amount as shall be necessary to enable the Agent, the Banks, the Issuing Bank Agent or the Overdraft Bank such Lender to receive the same net amount which they Agent or such Lender would have received on such due date had no such obligation been imposed upon by law. Notwithstanding any provision of this Section 2.11 to the Borrower. (B) In the event that any of the Agentcontrary, the Banks, foregoing provisions of this Section 2.11 shall not apply in the Issuing Bank or the Overdraft Bank actually receives from any such taxing or other authority any credit, repayment, relief or rebate in respect case of any such deduction deductions or withholding for which the Borrower has paid any of them an additional amount pursuant to Clause 4.6(Amade (y) 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 the 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. Nothing herein contained shall interfere with the right of any 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 Agreement, any of the Agent, the Banks, the Issuing Bank or the Overdraft Bank is not or ceases to be a Qualifying Bank, the Borrower shall not be liable to pay to such Person under this Clause 4.6 any amount in respect of taxes levied charged upon or imposed by reference to the overall net income, profits or gains of Agent or any taxing authority of or in the United Kingdom in excess of the amount the Borrower would have been obliged to pay if such Person had beenLender, or had not ceased (z) failure by a Lender to be, a Qualifying Bankcomply with Section 2.21.

Payments to be Free of Deductions. (A) All payments Each payment to be made by the Borrower to Agent or any Lender under this Agreement Agreement, any Note or any of the other Loan Documents shall be made in accordance with Section 2.9, without set-off or counterclaim and free and clear of and without any deduction of any kind for any Taxestaxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any country political subdivision or any political subdivision thereof or taxing or other authority therein therein, unless the Borrower is compelled by law to make any such deduction or withholding. If any such obligation to deduct or withhold is imposed upon the Borrower with respect to any amount such payment payable by it hereunderBorrower to Agent or any Lender, (a) Borrower shall be permitted to make the Borrower will pay to the Agent for the account deduction or withholding required by law in respect of the Agentsaid payment, the Banks, the Issuing Bank and (b) there shall become and be absolutely due and payable by Borrower to Agent or the Overdraft Bank, as the case may be, such Lender on the date on which the said amount becomes payment shall become due and payable hereunderpayable, and Borrower hereby promises to pay to Agent or such Lender on such date, such additional amount as shall be necessary to enable the Agent, the Banks, the Issuing Bank Agent or the Overdraft Bank such Lender to receive the same net amount which they Agent or such Lender would have received on such due date had no such obligation been imposed upon by law. Anything in this Section 2.10 to the Borrower. (B) In the event that any of the Agentcontrary notwithstanding, the Banks, foregoing provisions of this Section 2.10 shall not apply in the Issuing Bank or the Overdraft Bank actually receives from any such taxing or other authority any credit, repayment, relief or rebate in respect case of any such deduction deductions 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 the 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 withholdings 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 any 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 Agreement, any of the Agent, the Banks, the Issuing Bank or the Overdraft Bank is not or ceases to be a Qualifying Bank, the Borrower shall not be liable to pay to such Person under this Clause 4.6 any amount in respect of taxes levied charged upon or imposed by reference to the overall net income, profits or gains of Agent or any taxing authority of or in the United Kingdom in excess of the amount the Borrower would have been obliged to pay if such Person had been, or had not ceased to be, a Qualifying BankLender.

Payments to be Free of Deductions. (A) All payments Each payment to be made by the Borrower Borrowers to 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 set-off or counterclaim and free and clear of and without any deduction of any kind for any Taxestaxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any country political subdivision or any political subdivision thereof or taxing or other authority therein therein, unless the a Borrower is compelled by law to make any such deduction or withholding. If In the event that any such obligation to deduct or withhold is imposed upon the a Borrower with respect to any amount such payment payable by it hereunderBorrowers to Agent or any Lender, (a) Borrowers shall be permitted to make the Borrower will pay to the Agent for the account deduction or withholding required by law in respect of the Agentsaid payment, the Banks, the Issuing Bank and (b) there shall become and be absolutely due and payable by Borrowers to Agent or the Overdraft Bank, as the case may be, such Lender on the date on which the said amount becomes payment shall become due and payable hereunderpayable, and Borrowers hereby promise to pay to Agent or such Lender on such date, such additional amount as shall be necessary to enable the Agent, the Banks, the Issuing Bank Agent or the Overdraft Bank such Lender to receive the same net amount which they 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 Borrower. (B) In the event that any of the Agentcontrary notwithstanding, the Banks, foregoing provisions of this Section 2.9 shall not apply in the Issuing Bank or the Overdraft Bank actually receives from any such taxing or other authority any credit, repayment, relief or rebate in respect case of any such deduction deductions 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 the 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 withholdings 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 any 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 Agreement, any of the Agent, the Banks, the Issuing Bank or the Overdraft Bank is not or ceases to be a Qualifying Bank, the Borrower shall not be liable to pay to such Person under this Clause 4.6 any amount in respect of taxes levied charged upon or imposed by reference to the overall net income, profits or gains of Agent or any taxing authority of or in the United Kingdom in excess of the amount the Borrower would have been obliged to pay if such Person had been, or had not ceased to be, a Qualifying BankLender.

Payments to be Free of Deductions. (A) All payments by the any Borrower under this Agreement shall be made without set-off or counterclaim and free and clear of and without deduction for any Taxestaxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any country or any political subdivision thereof or taxing or other authority therein unless the such Borrower is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the any Borrower with respect to any amount payable by it hereunderhereunder to the Agent or any Bank, such Borrower shall promptly notify the Borrower will Agent or such Bank of such obligation and the Borrowers jointly and severally agree to pay to the Agent Agent, for the account of the Agent, the Banks, the Issuing Bank Agent or the Overdraft such Bank, as the case may be, on the date on which the said amount becomes due and payable hereunder, such additional amount as shall be necessary to enable the Agent, the Banks, the Issuing Bank Agent or the Overdraft such Bank to receive the same net amount which they it would have received on such due date had no such obligation obligations been imposed upon such Borrower. Each Borrower will deliver promptly to the Borrower. (B) In Agent and the event that 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 2.14 shall not apply, in the case of each Bank and the Agent, the Banksto taxes charged upon or by reference to its overall net income, 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 the 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. Nothing herein contained shall interfere with the right of any 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 affairsgains. (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 Agreement, any of the Agent, the Banks, the Issuing Bank or the Overdraft Bank is not or ceases to be a Qualifying Bank, the Borrower shall not be liable to pay to such Person 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 such Person had been, or had not ceased to be, a Qualifying Bank.

Payments to be Free of Deductions. (A) All payments Each payment payable by --------------------------------- the Borrower to the Lender under this Agreement Agreement, the Note, or any of the other Loan Documents shall be made in accordance with Section 2.10 hereof, without set-off or counterclaim and free and clear of and without any deduction of any kind for any Taxestaxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any country political subdivision or any political subdivision thereof or taxing or other authority therein therein, unless the Borrower is compelled by law to make any such deduction or withholding. If any such obligation to deduct or withhold is imposed upon the Borrower with respect to any amount such payment payable by it hereunder, the Borrower will pay to the Agent for Lender, (a) the account Borrower shall be permitted to make the deduction or withholding required by law in respect of the Agentsaid payment, and (b) there shall become and be absolutely due and payable by the Banks, Borrower to the Issuing Bank or the Overdraft Bank, as the case may be, Lender on the date on which the said amount becomes payment shall become due and payable hereunderand the Borrower hereby promises to pay to the Lender on such date, such additional amount as shall be necessary to enable the Agent, the Banks, the Issuing Bank or the Overdraft Bank Lender to receive the same net amount which they the Lender would have received on such due date had no such obligation been imposed upon by law. Anything in this Section to the Borrower. (B) In the event that any of the Agentcontrary notwithstanding, the Banks, foregoing provisions of this Section shall not apply in the Issuing Bank or the Overdraft Bank actually receives from any such taxing or other authority any credit, repayment, relief or rebate in respect case of any such deduction deductions 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 the 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 withholdings 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 any 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 Agreement, any of the Agent, the Banks, the Issuing Bank or the Overdraft Bank is not or ceases to be a Qualifying Bank, the Borrower shall not be liable to pay to such Person under this Clause 4.6 any amount in respect of taxes levied charged upon or imposed by any taxing authority of reference to the overall net income or in the United Kingdom in excess profits of the amount the Borrower would have been obliged to pay if such Person had been, or had not ceased to be, a Qualifying BankLender.

Payments to be Free of Deductions. (A) All payments Each payment payable by the Borrower Borrowers and any other Credit Party to 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 set-off or counterclaim and free and clear of and without any deduction of any kind for any Taxestaxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any country political subdivision or any political subdivision thereof or taxing or other authority therein therein, unless the a Borrower or such other Credit Party is compelled by law to make any such deduction or withholding. If In the event that any such obligation to deduct or withhold is imposed upon the a Borrower or such other Credit Party with respect to any amount such 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 it hereunder, the such Borrower will pay or other Credit Party to the Agent for the account of the Agent, the Banks, the Issuing Bank or the Overdraft Bank, as the case may be, such Lender on the date on which the said amount becomes payment shall become due and payable hereunderand Borrowers hereby promise to pay to Agent or such Lender on such date, such additional amount as shall be necessary to enable the Agent, the Banks, the Issuing Bank Agent or the Overdraft Bank such Lender to receive the same net amount which they 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 Borrower. (B) In the event that any of the Agentcontrary notwithstanding, the Banks, foregoing provisions of this Section 2.8 shall not apply in the Issuing Bank or the Overdraft Bank actually receives from any such taxing or other authority any credit, repayment, relief or rebate in respect case of any such deduction deductions 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 the 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 withholdings 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 any 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 Agreement, any of the Agent, the Banks, the Issuing Bank or the Overdraft Bank is not or ceases to be a Qualifying Bank, the Borrower shall not be liable to pay to such Person under this Clause 4.6 any amount in respect of taxes levied charged upon or imposed by reference to the overall net income, profits or gains of Agent or any taxing authority of Lender. No Borrower or in 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 United Kingdom in excess of Closing Date unless (i) no such payments would be payable to any such Lender on the amount the Borrower would have been obliged date it becomes a party hereto and no such payments could be reasonably expected to pay be payable to such Lender and (ii) if such Person had beenLender 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 had not ceased Form 1001 or other certificate of document required under United States law to be, a Qualifying Bankestablish entitlement to such exemption.

Payments to be Free of Deductions. (A) All payments Each payment payable by the Borrower Borrowers to 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 set-off or counterclaim and free and clear of and without any deduction of any kind for any Taxestaxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any country political subdivision or any political subdivision thereof or taxing or other authority therein therein, unless the Borrower is Borrowers are compelled by law to make any such deduction or withholding. If In the event that any such obligation to deduct or withhold is imposed upon the Borrower Borrowers with respect to any amount such payment payable by it hereunderBorrowers to Agent or any Lender, (a) Borrowers shall be permitted to make the Borrower will pay to the Agent for the account deduction or withholding required by law in respect of the Agentsaid payment, the Banks, the Issuing Bank and (b) there shall become and be absolutely due and payable by Borrowers to Agent or the Overdraft Bank, as the case may be, such Lender on the date on which the said amount becomes payment shall become due and payable hereunderand Borrowers hereby promise to pay to Agent or such Lender on such date, such additional amount as shall be necessary to enable the Agent, the Banks, the Issuing Bank Agent or the Overdraft Bank such Lender to receive the same net amount which they 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 Borrower. (B) In the event that any of the Agentcontrary notwithstanding, the Banks, foregoing provisions of this Section 2.8 shall not apply in the Issuing Bank or the Overdraft Bank actually receives from any such taxing or other authority any credit, repayment, relief or rebate in respect case of any such deduction deductions 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 the 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 withholdings 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 any 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 Agreement, any of the Agent, the Banks, the Issuing Bank or the Overdraft Bank is not or ceases to be a Qualifying Bank, the Borrower shall not be liable to pay to such Person under this Clause 4.6 any amount in respect of taxes levied charged upon or imposed by reference to the overall net income, profits or gains of Agent or any taxing authority of or in 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 United Kingdom in excess of Closing Date unless (i) no such payments would be payable to any such Lender on the amount the Borrower would have been obliged date it becomes a party hereto and no such payments could be reasonably expected to pay be payable to such Lender and (ii) if such Person had beenLender 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 had not ceased Form 1001 or other certificate of document required under United States law to be, a Qualifying Bankestablish entitlement to such exemption.

Payments to be Free of Deductions. (A) All payments Each payment payable by the Borrower Borrowers to 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 set-off or counterclaim and free and clear of and without any deduction of any kind for any Taxestaxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any country political subdivision or any political subdivision thereof or taxing or other authority therein therein, unless the Borrower is Borrowers are compelled by law to make any such deduction or withholding. If In the event that any such obligation to deduct or withhold is imposed upon the Borrower Borrowers with respect to any amount such payment payable by it hereunderBorrowers to Agent or any Lender, (a) Borrowers shall be permitted to make the Borrower will pay to the Agent for the account deduction or withholding required by law in respect of the Agentsaid payment, the Banks, the Issuing Bank and (b) there shall become and be absolutely due and payable by Borrowers to Agent or the Overdraft Bank, as the case may be, such Lender on the date on which the said amount becomes payment shall become due and payable hereunderand Borrowers hereby promise to pay to Agent or such Lender on such date, such additional amount as shall be necessary to enable the Agent, the Banks, the Issuing Bank Agent or the Overdraft Bank such Lender to receive the same net amount which they 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 Borrower. (B) In the event that any of the Agentcontrary notwithstanding, the Banks, foregoing provisions of this Section 2.8 shall not apply in the Issuing Bank or the Overdraft Bank actually receives from any such taxing or other authority any credit, repayment, relief or rebate in respect case of any such deduction deductions 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 the 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 withholdings 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 any 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 Agreement, any of the Agent, the Banks, the Issuing Bank or the Overdraft Bank is not or ceases to be a Qualifying Bank, the Borrower shall not be liable to pay to such Person under this Clause 4.6 any amount in respect of taxes levied charged upon or imposed by reference to the overall net income, profits or gains of Agent or any taxing authority of or in 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 United Kingdom in excess of Closing Date unless no such payments would be payable to any such Lender on the amount the Borrower would have been obliged date it becomes a party hereto and no such payments could be reasonably expected to pay be payable to such Lender and if such Person had beenLender 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 had not ceased Form 1001 or other certificate of document required under United States law to be, a Qualifying Bankestablish entitlement to such exemption.