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

Payments to be Free of Deductions. Each payment payable by --------------------------------- the Borrower to the Lender under this 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 taxes, levies, imposts, duties, charges, fees, deductions, withholdings, restrictions or conditions of any nature now or hereafter imposed or levied by any political subdivision or any taxing or other authority 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 such 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 the Lender on the date on which the said payment shall become due and payable and the Borrower hereby promises to pay to the Lender on such date, such additional amount as shall be necessary to enable the Lender to receive the same net amount which the 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 overall net income or profits of the Lender.

Payments to be Free of Deductions. Each payment payable by --------------------------------- the Borrower to the Agent or any Lender under this Agreement, the any Note, or any of the other Loan Documents shall be made in accordance with Section 2.10 2.7 hereof, without set-off or counterclaim and free and clear of and without any deduction of any kind for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any political subdivision or any taxing or other authority therein, unless the 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 Borrower with respect to any such 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 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. Anything in this Section 2.8 to the contrary notwithstanding, the foregoing provisions of this Section 2.8 shall not apply in the case of any deductions or withholdings made in respect of taxes charged upon or by reference to the overall net income income, profits or profits 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 LenderClosing 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 Form 1001 or other certificate of document required under United States law to establish entitlement to such exemption.

Payments to be Free of Deductions. Each payment payable by --------------------------------- the Borrower to the Agent or any Lender under this Agreement, the 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 taxes, levies, imposts, duties, charges, fees, deductions, withholdings, restrictions or conditions of any nature now or hereafter imposed or levied by any political subdivision or any taxing or other authority 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 such 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 become due and payable 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. 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 overall net income income, profits or profits gains of the LenderAgent or any Lender (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, it will promptly notify Borrower of such refund and, within ten (10) 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 Borrower under this Section 2.12).

Payments to be Free of Deductions. Each payment payable by --------------------------------- the Borrower Borrowers and any other Credit Party to the Agent or any Lender under this Agreement, the any Note, or any of the other Loan Documents shall be made in accordance with Section 2.10 2.7 hereof, without set-off or counterclaim and free and clear of and without any deduction of any kind for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any political subdivision or any taxing or other authority 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 such payment payable by the Borrower to the Agent or any Lender, (a) the 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 the such Borrower or other Credit Party to the Agent or such Lender on the date on which the said payment shall become due and payable and the Borrower Borrowers hereby promises promise 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. Anything in this Section 2.8 to the contrary notwithstanding, the foregoing provisions of this Section 2.8 shall not apply in the case of any deductions or withholdings made in respect of taxes charged upon or by reference to the overall net income income, profits or profits 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 LenderClosing 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 Form 1001 or other certificate of document required under United States law to establish entitlement to such exemption.

Payments to be Free of Deductions. Each payment payable (A) All payments by --------------------------------- the Borrower to the Lender under this Agreement, the Note, or any of the other Loan Documents Agreement 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 taxes, levies, imposts, dutiesTaxes, 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 any 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 such payment amount payable by it hereunder, the Borrower will pay to the Lender, (a) Agent for the Borrower shall be permitted to make the deduction or withholding required by law in respect account of the said paymentAgent, and (b) there shall become and be absolutely due and payable by the Borrower to Banks, the Lender Issuing Bank or the Overdraft Bank, as the case may be, on the date on which the said payment shall become amount becomes due and payable and the Borrower hereby promises to pay to the Lender on such datehereunder, such additional amount as shall be necessary to enable the Lender Agent, the Banks, the Issuing Bank or the Overdraft Bank to receive the same net amount which the Lender they would have received on such due date had no such obligation been imposed by law. Anything 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 this Section 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 contrary notwithstandingBorrower the amount of such credit, repayment, relief or rebate, less the aggregate amount of any costs or expenses which the Agent, such Bank, the foregoing provisions 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 Section 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 apply in the case of be liable to pay to such Person under this Clause 4.6 any deductions or withholdings made amount in respect of taxes charged upon levied or imposed by reference to any taxing authority of or in the overall net income or profits United Kingdom in excess of the Lenderamount 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. Each payment payable by --------------------------------- the Borrower Borrowers to the Agent or any Lender under this Agreement, the any Note, or any of the other Loan Documents shall be made in accordance with Section 2.10 2.7 hereof, without set-off or counterclaim and free and clear of and without any deduction of any kind for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any political subdivision or any taxing or other authority 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 such payment payable by the Borrower Borrowers to the Agent or any Lender, (a) the 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 the Borrower Borrowers to the Agent or such Lender on the date on which the said payment shall become due and payable and the Borrower Borrowers hereby promises promise 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. Anything in this Section 2.8 to the contrary notwithstanding, the foregoing provisions of this Section 2.8 shall not apply in the case of any deductions or withholdings made in respect of taxes charged upon or by reference to the overall net income income, profits or profits 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 LenderClosing 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 Form 1001 or other certificate of document required under United States law to establish entitlement to such exemption.

Payments to be Free of Deductions. Each payment payable to be made by --------------------------------- the Borrower Borrowers to the Agent or any Lender under this Agreement, the Note, any Note or any of the other Loan Documents shall be made in accordance with Section 2.10 hereof2.8, without set-off or counterclaim and free and clear of and without any deduction of any kind for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any political subdivision or any taxing or other authority 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 such payment payable by the Borrower Borrowers to the Agent or any Lender, (a) the 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 the Borrower Borrowers to the Agent or such Lender on the date on which the said payment shall become due and payable payable, and the Borrower Borrowers hereby promises promise 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. Anything in this Section 2.9 to the contrary notwithstanding, the foregoing provisions of this Section 2.9 shall not apply in the case of any deductions or withholdings made in respect of taxes charged upon or by reference to the overall net income income, profits or profits gains of the Agent or any Lender.

Payments to be Free of Deductions. Each payment payable to be made by --------------------------------- the Borrower to the Lender Borrowers under this Agreement, the 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 any deduction of any kind for any taxes, levies, imposts, duties, charges, fees, deductionsdeduction, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any political subdivision governmental or any taxing or other authority thereinauthority, 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 such payment payable by the Borrower to the Lender, payment: (a) the 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 the Borrower Borrowers to the Agent or such Lender on the date on which the said payment shall become be due and payable payable, and the Borrower Borrowers hereby promises promise 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. Anything in Notwithstanding any provision of this Section 2.11 to the contrary notwithstandingcontrary, the foregoing provisions of this Section 2.11 shall not apply in the case of any deductions or withholdings withholding made (y) in respect of taxes charged upon or by reference to the overall net income income, profits or profits gains of the Agent or any Lender, or (z) failure by a Lender to comply with Section 2.21.

Payments to be Free of Deductions. Each payment payable by --------------------------------- the Borrower Borrowers to the Agent or any Lender under this Agreement, the any Note, or any of the other Loan Documents shall be made in accordance with Section 2.10 2.7 hereof, without set-off or counterclaim and free and clear of and without any deduction of any kind for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any political subdivision or any taxing or other authority 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 such payment payable by the Borrower Borrowers to the Agent or any Lender, (a) the 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 the Borrower Borrowers to the Agent or such Lender on the date on which the said payment shall become due and payable and the Borrower Borrowers hereby promises promise 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. Anything in this Section 2.8 to the contrary notwithstanding, the foregoing provisions of this Section 2.8 shall not apply in the case of any deductions or withholdings made in respect of taxes charged upon or by reference to the overall net income income, profits or profits 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 LenderClosing 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 Form 1001 or other certificate of document required under United States law to establish entitlement to such exemption.

Payments to be Free of Deductions. Each payment payable All payments by --------------------------------- the any Borrower to the Lender under this Agreement, the Note, or any of the other Loan Documents Agreement 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 taxes, 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 any taxing or other authority therein, therein unless the such Borrower is compelled by law to make any such deduction or withholding. If any such obligation to deduct or withhold is imposed upon the any Borrower with respect to any such payment amount payable by the Borrower it hereunder to the LenderAgent or any Bank, (a) the such Borrower shall be permitted promptly notify the Agent or such Bank of such obligation and the Borrowers jointly and severally agree to make pay to the deduction or withholding required by law in respect Agent, for the account of the said paymentAgent or such Bank, and (b) there shall become and be absolutely due and payable by the Borrower to the Lender on the date on which the said payment shall become amount becomes due and payable and the Borrower hereby promises to pay to the Lender on such datehereunder, such additional amount as shall be necessary to enable the Lender Agent or such Bank to receive the same net amount which the Lender it would have received on such due date had no such obligation obligations been imposed by lawupon such Borrower. Anything in this Section Each Borrower will deliver promptly to the contrary notwithstandingAgent 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 2.14 shall not apply apply, in the case of any deductions or withholdings made in respect of each Bank and the Agent, to taxes charged upon or by reference to the its overall net income income, profits or profits of the Lendergains.

Payments to be Free of Deductions. Each payment payable to be made by --------------------------------- the Borrower to the Agent or any Lender under this Agreement, the Note, any Note or any of the other Loan Documents shall be made in accordance with Section 2.10 hereof2.9, without set-off or counterclaim and free and clear of and without any deduction of any kind for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any political subdivision or any taxing or other authority 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 such 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 become due and payable 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. Anything in this Section 2.10 to the contrary notwithstanding, the foregoing provisions of this Section 2.10 shall not apply in the case of any deductions or withholdings made in respect of taxes charged upon or by reference to the overall net income income, profits or profits gains of the Agent or any Lender.