Common use of Procedures for Payment Clause in Contracts

Procedures for Payment. (a) Each payment hereunder shall be made not later than 12:00 noon (New York City time) on the day when due in lawful money of the United States of America to the Lender without counterclaim, offset, claim or recoupment of any kind and free and clear of, and without deduction for, any present or future withholding or other taxes, duties or charges of any nature imposed on such payments or prepayments by or on behalf of any Governmental Entity thereof or therein, except for Excluded Taxes. If any such taxes, duties or charges are so levied or imposed on any payment to the Lender, the Borrower will make additional payments in such amounts as may be necessary so that the net amount received by the Lender, after withholding or deduction for or on account of all taxes, duties or charges, including deductions applicable to additional sums payable under this Section 1.08, will be equal to the amount provided for herein. Whenever any taxes, duties or charges are payable by the Borrower with respect to any payments hereunder, the Borrower shall furnish promptly to the Lender information, including certified copies of official receipts (to the extent that the relevant governmental authority delivers such receipts), evidencing payment of any such taxes, duties or charges so withheld or deducted. If the Borrower fails to pay any such taxes, duties or charges when due to the appropriate taxing authority or fails to remit to the Lender the required information evidencing payment of any such taxes, duties or charges so withheld or deducted, the Borrower shall indemnify the Lender for any incremental taxes, duties, charges, interest or penalties that may become payable by the Lender as a result of any such failure. (b) Notwithstanding anything to the contrary contained in this Agreement, the Borrower agrees to pay any present or future stamp or documentary taxes, any intangibles tax or any other sales, excise or property taxes, charges or similar levies now or hereafter assessed that arise from and are attributable to any payment made hereunder or from the execution, delivery of, or otherwise with respect to, this Agreement or any other Documents and any and all recording fees relating to any Documents securing any Lender Debt ("Other Taxes"). (c) The Borrower shall indemnify the Lender for the full amount of any taxes, duties or charges other than Excluded Taxes (including, without limitation, any taxes other than Excluded Taxes imposed by any jurisdiction on amounts payable under this Section 1.08) duly paid or payable by the Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. Indemnification payments shall be made within 30 days from the date the Lender makes written demand therefor together with summary documentation with respect thereto. (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 1.08 shall survive the payment in full of principal and interest hereunder.

Procedures for Payment. (a) Each payment hereunder and under the other Documents shall be made not later than 12:00 noon (New York City time) on the day when due in lawful money of the United States of America to the Lender without counterclaim, offset, claim or recoupment of any kind and free and clear of, and without deduction for, any present or future withholding or other taxes, duties or charges of any nature imposed on such payments or prepayments by or on behalf of any Governmental Entity thereof or therein, except for Excluded Taxes. If any such taxes, duties or charges are so levied or imposed on any payment to the Lender, the Borrower Borrowers will make additional payments in such amounts as may be necessary so that the net amount received by the Lender, after withholding or deduction for or on account of all taxes, duties or charges, including deductions applicable to additional sums payable under this Section 1.08, will be equal to the amount provided for herein. Whenever any taxes, duties or charges are payable by the Borrower Borrowers with respect to any payments hereunder, the Borrower Borrowers shall furnish promptly to the Lender information, including certified copies of official receipts (to the extent that the relevant governmental authority delivers such receipts), evidencing payment of any such taxes, duties or charges so withheld or deducted. If the Borrower fails Borrowers fail to pay any such taxes, duties or charges when due to the appropriate taxing authority or fails to remit to the Lender the required information evidencing payment of any such taxes, duties or charges so withheld or deducted, the Borrower Borrowers shall indemnify the Lender for any incremental taxes, duties, charges, interest or penalties that may become payable by the Lender as a result of any such failure. (b) Notwithstanding anything to the contrary contained in this Agreement, the Borrower agrees Borrowers agree to pay any present or future stamp or documentary taxes, any intangibles tax or any other sales, excise or property taxes, charges or similar levies now or hereafter assessed that arise from and are attributable to any payment made hereunder or from the execution, delivery of, or otherwise with respect to, this Agreement or any other Documents and any and all recording fees relating to any Documents securing any Lender Debt ("“Other Taxes"”). (c) The Borrower Borrowers shall indemnify the Lender for the full amount of any taxes, duties or charges other than Excluded Taxes (including, without limitation, any taxes other than Excluded Taxes imposed by any jurisdiction on amounts payable under this Section 1.08) duly paid or payable by the Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. Indemnification payments shall be made within 30 days from the date the Lender makes written demand therefor together with summary documentation with respect theretotherefor. The Lender shall provide to the Borrowers a statement, supported when applicable by documentary evidence, explaining the amount of any such liability it incurs, which statement shall be conclusive absent manifest error. (d) Without prejudice to the survival of any other agreement of the Borrower Borrowers hereunder, the agreements and obligations of the Borrower Borrowers contained in this Section 1.08 shall survive the payment in full of principal and interest hereunder.

Procedures for Payment. (a) Each payment or prepayment hereunder and under the Notes shall be made not later than 12:00 noon (New York City time) on the day when due in lawful money of the United States of America to the Lender Agent at the Payment Office in immediately available funds, without counterclaim, offset, claim or recoupment of any kind kind. Each payment or prepayment hereunder and under the Notes shall be made without setoff or counterclaim and free and clear of, and without deduction for, any present or future withholding or other taxes, duties or charges of any nature imposed on such payments or prepayments by or on behalf of any Governmental Entity government or any political subdivision or agency thereof or therein, except for Excluded Taxes. If any such taxes, duties or charges (other than any Excluded Taxes) are so levied or imposed on any payment or prepayment to the any Lender, the Borrower will make additional payments in such amounts as may be necessary so that the net amount received by the such Lender, after withholding or deduction for or on account of all taxes, duties or charges, including deductions applicable to additional sums payable under this Section 1.086.4(a) (other than Excluded Taxes), will be equal to the amount provided for hereinherein or in such Lender's Note or Notes. Whenever any taxes, duties or charges (other than Excluded Taxes) are payable by the Borrower with respect to any payments hereunderor prepayments hereunder or under any of the Notes, the Borrower shall furnish promptly to the Agent for the account of the applicable Lender information, including certified copies of official receipts (to the extent that the relevant governmental authority delivers such receipts), ) evidencing payment of any such taxes, duties or charges so withheld or deducted. If the Borrower fails to pay any such taxes, duties or charges when due to the appropriate taxing authority or fails to remit to the Agent for the account of the applicable Lender the required information receipts evidencing payment of any such taxes, duties or charges so withheld or deducted, the Borrower shall indemnify the affected Lender for any incremental taxes, duties, charges, interest or penalties that may become payable by the such Lender as a result of any such failure. (bi) Notwithstanding anything Each Lender organized under the laws of a jurisdiction outside of the United States (a "Foreign Lender") shall provide to Borrower and the Agent a properly completed and executed Internal Revenue Service Form 4224 or Form 1001 or other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States certifying as to such Foreign Lender's entitlement to complete exemption from United States withholding tax (a "Certificate of Exemption"). Each Foreign Lender, if a party to this Agreement on the Closing Date, shall provide such a Certificate of Exemption on or before the Closing Date and, assuming that it is proper, under then existing United States withholding tax statutes and applicable tax treaties, to issue such Certificate of Exemption from time to time thereafter upon the reasonable request of Borrower or the Agent. Each Foreign Lender that becomes a Lender pursuant to Section 16.14 or 16.15 hereof after the Closing Date shall provide a Certificate of Exemption on or before the date such Foreign Lender becomes a Lender and, assuming that it is proper, under then-existing United States withholding tax statutes and applicable tax treaties, to issue such Certificate of Exemption from time to time thereafter upon the reasonable request of Borrower or the Agent. (ii) Each Foreign Lender shall provide to Borrower (x) in the case of a Foreign Lender which is a party to this Agreement on the Closing Date, on or before the Closing Date, and (y) in the case of a Foreign Lender that becomes a Lender pursuant to Section 16.14 or 16.15 hereof, on or before such Foreign Lender becomes a Lender, a statement describing all taxes, duties or charges that are in effect and applicable on the Closing Date or the date that such Foreign Lender becomes a Lender hereunder, as the case may be, with respect to which Borrower would be required to make additional payments to such Foreign Lender under the third sentence of Section 6.4(a) hereof. (iii) Within thirty (30) days after the written reasonable request of Borrower, each Foreign Lender shall execute and deliver to Borrower such certificates, forms or other documents which can be furnished consistent with the facts and which are reasonably necessary to assist Borrower in applying for refunds of taxes paid by Borrower hereunder or making payment of taxes hereunder; provided, however, that no Foreign Lender shall be required to furnish to Borrower any financial information with respect to itself or other information which it considers confidential. (iv) If a Foreign Lender that originally provided a Certificate of Exemption indicating that such Foreign Lender was exempt from United States withholding tax thereafter ceases to qualify for such exemption, Borrower shall have the right to require such Foreign Lender to assign its Revolving Commitment, its Term Commitment and its pro rata share of the Advances (including its pro rata share of the interest accrued thereon) to one or more banks or financial institutions identified by Borrower at a purchase price equal to the contrary contained in this Agreement, principal of and accrued but unpaid interest and fees (to the Borrower agrees to pay any present or future stamp or documentary taxes, any intangibles tax or any other sales, excise or property taxes, charges or similar levies now or hereafter assessed that arise from and are attributable to any payment made hereunder or from date of purchase) on such Foreign Lender's pro rata share of the execution, delivery of, or otherwise with respect to, this Agreement or any other Documents and any and all recording fees relating to any Documents securing any Lender Debt ("Other Taxes")Advances. (c) The Notwithstanding anything contained in Section 6.1(b) or 6.2 hereof, the Agent shall not, to the extent requested in writing by Borrower, apply any mandatory prepayment under such Sections to any portion of the Revolving Loan, the Term Loan, or the Acquisition Term Loan which constitutes a Eurodollar Advance until the last day of the respective Interest Period therefor or the earlier maturity of such portion of such Revolving Loan, such Term Loan, or such Acquisition Term Loan, as the case may be, by acceleration or otherwise, such mandatory prepayment, until it can be so applied, to be applied to the prepayment of such portion of the Loan comprising Base Rate Advances. If there shall remain any portion of such mandatory prepayment after payment in full of such portion of the Revolving Loan, the Term Loan, or the Acquisition Term Loan constituting Base Rate Advances, then until such remaining portion of the mandatory prepayment can be applied to the Eurodollar Advances as aforesaid, such remaining portion of such mandatory prepayment shall be invested and reinvested by and in the name of the Agent in investments of the type permitted under Section 13.4(b) hereof with the type and maturity of such investments to be mutually agreed to by the Agent and Borrower. All interest earned on such investments shall be for the account and risk of Borrower. Interest earned on any portion of principal applied to a Eurodollar Advance shall be, so long as no Default or Event of Default shall have occurred and be continuing, and to the extent received by the Agent, turned over to Borrower shall indemnify promptly following application of such principal to such Eurodollar Advance. As additional collateral security for the Lender for Debt, Borrower hereby grants to the full amount of Agent a security interest in (i) any taxessuch mandatory prepayments and any investments thereof, duties or charges other than Excluded Taxes (including, without limitation, any taxes certificates or instruments evidencing any such investments, and all claims and chooses in action in respect of the foregoing, (ii) any interest or other than Excluded Taxes imposed by payment made in respect of such investments and (iii) any jurisdiction on amounts payable under this Section 1.08) duly paid or payable by the Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. Indemnification payments shall be made within 30 days from the date the Lender makes written demand therefor together with summary documentation with respect thereto. (d) Without prejudice to the survival all proceeds of any other agreement of the Borrower hereunder, the agreements above and obligations all claims and causes in action in respect of the foregoing (all of the foregoing constituting part of the Collateral). To the extent the Agent makes any such investments, Borrower contained in this Section 1.08 shall survive hereby authorizes the payment in full of principal and interest hereunderAgent to hold any certificate or instrument evidencing such investments.

Procedures for Payment. (a) Each payment hereunder and under the other Loan Documents shall be made not later than 12:00 noon (New York City time) on the day when due in lawful money of the United States of America to the Lender without counterclaim, defense, offset, claim or recoupment of any kind and free and clear of, and without deduction for, any present or future withholding or other taxes, duties duties, levies, imposts, deductions, charges or charges other liabilities of any nature imposed on such payments or prepayments by or on behalf of any Governmental Entity thereof or thereinEntity, except for Excluded taxes upon or determined by reference to the Lender’s net income imposed by the jurisdiction in which the Lender is organized or has its principal or registered lending office (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities hereinafter referred to as “Taxes”). If any such taxes, duties or charges Taxes are so levied or imposed on any payment to the Lender, the Borrower Borrowers will make additional payments in such amounts as may be necessary and which are documented in writing by the Lender so that the net amount received by the Lender, after withholding or deduction for or on account of all taxes, duties or chargesTaxes, including deductions applicable to additional sums payable under this Section 1.082.4, will be equal to the amount provided for hereinherein or in the other Loan Documents. Whenever any taxes, duties or charges Taxes are payable by the Borrower Borrowers with respect to any payments hereunder, the Borrower Borrowers shall furnish promptly to the Lender information, including certified copies of official receipts (to the extent that the relevant governmental authority delivers such receipts), evidencing payment of any such taxes, duties or charges Taxes so withheld or deducted. If the Borrower fails Borrowers fail to pay any such taxes, duties or charges Taxes when due to the appropriate taxing authority or fails to remit to the Lender the required information evidencing payment of any such taxes, duties or charges Taxes so withheld or deducted, the Borrower Borrowers shall indemnify the Lender for any incremental taxes, duties, chargesTaxes, interest or penalties that may become payable by the Lender as a result of any such failure. (b) Notwithstanding anything to the contrary contained in this Agreement, the Borrower agrees to Borrowers shall pay any present or future stamp or documentary taxes, any intangibles tax or any other sales, excise or property taxes, charges or similar levies now or hereafter assessed that arise from and are attributable to any payment made hereunder or from the execution, delivery or performance of, or otherwise with respect to, this Agreement or any other Loan Documents and any and all recording fees relating to any Loan Documents securing any Lender Debt ("“Other Taxes"”). (c) The Borrower Borrowers shall indemnify the Lender for the full amount of any taxes, duties or charges other than Excluded and all Taxes and Other Taxes (including, without limitation, any taxes other than Excluded Taxes and Other Taxes imposed by any jurisdiction on amounts payable under this Section 1.082.4) duly paid or payable by the Lender (whether or not such Taxes or Other Taxes were correctly or legally asserted) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. Indemnification payments due to the Lender under this Section 2.4 shall be made within 30 10 days from the date the Lender makes written demand therefor together with summary documentation with respect theretotherefor. (d) Without prejudice to the survival of any other agreement of the Borrower Borrowers hereunder, the agreements and obligations of the Borrower Borrowers contained in this Section 1.08 2.4 shall survive the payment Full Payment of all Lender Debt hereunder and any termination of the Revolving Commitments. (e) The Lender shall maintain in full accordance with its usual practice a register evidencing the indebtedness of the Borrowers to the Lender resulting from each Revolving Advance owing to the Lender from time to time, including the amounts of principal and interest payable and paid to the Lender from time to time hereunder. In furtherance thereof, the Lender agrees that before disposing of any promissory note evidencing the Revolving Loan (if applicable), or any part thereof (other than by granting participations therein), the Lender will make a notation thereon of all Revolving Advances, principal payments previously made thereon, and of the date to which interest thereon has been paid; provided that the failure to make (or any error in the making of) any notation under any such promissory note shall not limit or otherwise affect the obligations of the Borrowers hereunder or under any such promissory note with respect to the unpaid portion of the Lender Debt. The parties hereto acknowledge and agree that the register entries made by the Lender as provided in this Section 2.4(e) shall be conclusive and binding for all purposes, absent manifest error.

Procedures for Payment. (a) Each payment hereunder and under the other Loan Documents shall be made not later than 12:00 noon (New York City time) on the day when due in lawful money of the United States of America to the Lender without counterclaim, offset, counterclaim defense offset claim or recoupment of any kind and free and clear of, of and without deduction for, for any present or future withholding or other taxes, taxes duties levies imposts deductions charges or charges other liabilities of any nature imposed on such payments or prepayments by or on behalf of any Governmental Entity thereof or therein, except for Excluded taxes upon or determined by reference to a Lender’s net income imposed by the jurisdiction in which such Lender is organized or has its principal or registered lending office (all such nonexcluded taxes levies imposts deductions charges withholdings and liabilities hereinafter referred to as "Taxes"). If any such taxes, duties or charges Taxes are so levied or imposed on any payment to any Lender the Lender, the Borrower Borrowers will make additional payments in such amounts as may be necessary so that the net amount received by the Lender, such Lender after withholding or deduction for or on account of all taxes, duties or charges, Taxes including deductions applicable to additional sums payable under this Section 1.08, 2.8 will be equal to the amount provided for hereinherein or in the other Loan Documents. Whenever any taxes, duties or charges Taxes are payable by the Borrower Borrowers with respect to any payments hereunder, hereunder the Borrower Borrowers shall furnish promptly to the Lender information, Agent information including certified copies of official receipts (to the extent that the relevant governmental authority delivers such receipts), ) evidencing payment of any such taxes, duties or charges Taxes so withheld or deducted. If the Borrower fails Borrowers fail to pay any such taxes, duties or charges Taxes when due to the appropriate taxing authority or fails to remit to the Lender Agent the required information evidencing payment of any such taxes, duties or charges Taxes so withheld or deducted, deducted the Borrower Borrowers shall indemnify the Agent and each Lender for any incremental taxes, duties, charges, Taxes interest or penalties that may become payable by the Agent or such Lender as a result of any such failure. (b) Notwithstanding anything to the contrary contained in this Agreement, Agreement the Borrower agrees to Borrowers shall pay any present or future stamp or documentary taxes, taxes any intangibles tax or any other sales, sales excise or property taxes, taxes charges or similar levies now or hereafter assessed that arise from and are attributable to any payment made hereunder or from the execution, execution delivery of, or performance of or otherwise with respect to, to this Agreement or any other Loan Documents and any and all recording fees relating to any Loan Documents securing any Lender Debt ("Other Taxes"). (c) The Borrower Borrowers shall indemnify the Agent and each Lender for the full amount of any taxes, duties or charges other than Excluded and all Taxes and Other Taxes (including, including without limitation, limitation any taxes other than Excluded Taxes and Other Taxes imposed by any jurisdiction on amounts payable under this Section 1.082.8) duly paid or payable by the Agent or such Lender (whether or not such Taxes or Other Taxes were correctly or legally asserted) and any liability (including penalties, penalties interest and expenses) arising therefrom or with respect thereto. Indemnification payments due to the Agent or any Lender under this Section 2.8 shall be made within 30 10 days from the date the Agent or such Lender makes written demand therefor together with summary documentation with respect theretotherefor. (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, Borrowers hereunder the agreements and obligations of the Borrower Borrowers contained in this Section 1.08 2.8 shall survive the payment \39109424 Full Payment of all Lender Debt hereunder and any termination of the Revolving Commitments or the Term Commitment. (e) Each Lender shall maintain in full accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from each Term Loan or Revolving Advance owing to such Lender from time to time including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. In furtherance thereof each Lender agrees that before disposing of any promissory note evidencing any Loan held by it (ifapplicable) or any part thereof (other than by granting participations therein) such Lender will make a notation thereon of all Revolving Advances (with respect to Revolving Notes) principal payments previously made thereon and of the date to which interest thereon has been paid; provided that the failure to make (or any error in the making of) any notation under any such promissory note shall not limit or otherwise affect the obligations of the Borrowers hereunder or under any such promissory note with respect to the unpaid portion of the Lender Debt. (f) The register maintained by the Agent with respect to the Revolving Advances and the Term Loans shall include accounts for each Lender in which accounts (taken together) shall be recorded (1) the rate and amount of each Revolving Advance made hereunder (2) the amount of each Revolving Lender’s Revolving Commitment and the terms of each Assignment and Assumption delivered to and accepted by it (3) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and (4) the amount of any sum received by the Agent from the Borrowers hereunder and each Lender’s share thereof. The parties hereto acknowledge and agree that the entries made by the Agent as provided in this Section 2.8(0 shall be conclusive and binding for all purposes absent manifest error.

Procedures for Payment. (a) Each payment hereunder shall be made not later than 12:00 noon (New York City time) on the day when due in lawful money of the United States of America to the Lender without counterclaim, offset, claim or recoupment of any kind and free and clear of, and without deduction for, any present or future withholding or other taxes, duties or charges of any nature imposed on such payments or prepayments by or on behalf of any Governmental Entity Body thereof or therein, except for Excluded Taxes. If any such taxes, duties or charges are so levied or imposed on any payment to the any Lender, the Borrower will make additional payments in such amounts as may be necessary so that the net amount received by the Lender, after withholding or deduction for or on account of all taxes, duties or charges, including deductions applicable to additional sums payable under this Section 1.08, will be equal to the amount provided for herein. Whenever any taxes, duties or charges are payable by the Borrower with respect to any payments hereunder, the Borrower shall furnish promptly to the Lender information, including certified copies of official receipts (to the extent that the relevant governmental authority delivers such receipts), evidencing payment of any such taxes, duties or charges so withheld or deducted. If the Borrower fails to pay any such taxes, duties or charges when due to the appropriate taxing authority or fails fail to remit to the Lender the required information evidencing payment of any such taxes, duties or charges so withheld or deducted, the Borrower shall indemnify the Lender for any incremental taxes, duties, charges, interest or penalties that may become payable by the Lender as a result of any such failure. (b) Notwithstanding anything to the contrary contained in this Agreement, the Borrower agrees to pay any present or future stamp or documentary taxes, any intangibles tax or any other sales, excise or property taxes, charges or similar levies now or hereafter assessed that arise from and are attributable to any payment made hereunder or from the execution, delivery of, or otherwise with respect to, this Agreement or any other Documents and any and all recording fees relating to any Documents securing any Lender Debt ("Other Taxes"). (c) The Borrower shall indemnify the Lender for the full amount of any taxes, duties or charges other than Excluded Taxes and Other Taxes (including, without limitation, any taxes other than Excluded Taxes and Other Taxes imposed by any jurisdiction on amounts payable under this Section 1.08) duly paid or payable by the Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. Indemnification payments shall be made within 30 days from the date the Lender makes written demand therefor together with summary documentation with respect theretotherefor. (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 1.08 shall survive the payment in full of principal and interest hereunderhereunder and under the Notes indefinitely.

Procedures for Payment. (a) Each payment hereunder shall be made not later than 12:00 noon (New York City time) on the day when due in lawful money of the United States of America to the Lender without counterclaim, offset, claim or recoupment of any kind and free and clear of, and without deduction for, any present or future withholding or other taxes, duties or charges of any nature imposed on such payments or prepayments by or on behalf of any Governmental Entity thereof or therein, except for Excluded Taxes. If any such taxes, duties or charges are so levied or imposed on any payment to the Lender, the Borrower will make additional payments in such amounts as may be necessary so that the net amount received by the Lender, after withholding or deduction for or on account of all taxes, duties or charges, including deductions applicable to additional sums payable under this Section 1.08, will be equal to the amount provided for herein. Whenever any taxes, duties or charges are payable by the Borrower with respect to any payments hereunder, the Borrower shall furnish promptly to the Lender information, including certified copies of official receipts (to the extent that the relevant governmental authority delivers such receipts), evidencing payment of any such taxes, duties or charges so withheld or deducted. If the Borrower fails to pay any such taxes, duties or charges when due to the appropriate taxing authority or fails to remit to the Lender the required information evidencing payment of any such taxes, duties or charges so withheld or deducted, the Borrower shall indemnify the Lender for any incremental taxes, duties, charges, interest or penalties that may become payable by the Lender as a result of any such failure. (b) Notwithstanding anything to the contrary contained in this Agreement, the Borrower agrees to pay any present or future stamp or documentary taxes, any intangibles tax or any other sales, excise or property taxes, charges or similar levies now or hereafter assessed that arise from and are attributable to any payment made hereunder or from the execution, delivery of, or otherwise with respect to, this Agreement or any other Documents and any and all recording fees relating to any Documents securing any Lender Debt ("Other Taxes"). (c) The Borrower shall indemnify the Lender for the full amount of any taxes, duties or charges other than Excluded Taxes (including, without limitation, any taxes other than Excluded Taxes imposed by any jurisdiction on amounts payable under this Section 1.08) duly paid or payable by the Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. Indemnification payments due under this Section 1.08 shall be made within 30 days from the date the Lender makes written demand therefor together with summary documentation with respect theretotherefor. (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 1.08 shall survive the payment in full of principal and interest hereunder.

Procedures for Payment. (a) Each payment hereunder and under the other Loan Documents shall be made not later than 12:00 noon (New York City time) on the day when due in lawful money of the United States of America to the Lender without counterclaim, defense, offset, claim or recoupment of any kind and free and clear of, and without deduction for, any present or future withholding or other taxes, duties duties, levies, imposts, deductions, charges or charges other liabilities of any nature imposed on such payments or prepayments by or on behalf of any Governmental Entity thereof or thereinEntity, except for Excluded (i) taxes upon or determined by reference to a Lender’s net income, franchise taxes (imposed in lieu of taxes on net income) or branch profits taxes, in each case, imposed by the United States or other jurisdiction in which such Lender is organized or has its principal or registered lending office, (ii) taxes attributable to the failure by any Lender or Agent to deliver the documentation required to be delivered pursuant to clause (g) of this Section 2.4; (iii) with respect to a Lender, any U.S. federal withholding tax that is in effect and would apply to amounts payable hereunder under the law applicable at such time such Lender becomes a party to this Agreement or such Lender designates a new applicable lending office, except to the extent such Lender (or its assignor, if any) was entitled, at the time of designation of a new applicable lending office (or assignment), to receive additional amounts with respect to such withholding tax pursuant to this Section 2.4; and (iv) any U.S. federal withholding taxes imposed as a result of FATCA (except where the applicable Lender has delivered to the Borrowers all required documentation to establish its exemption from FATCA) (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities hereinafter referred to as “Taxes”). If any such taxes, duties or charges Taxes are so levied or imposed on any payment to the any Lender, the Borrower Borrowers will make additional payments in such amounts as may be necessary so that the net amount received by the such Lender, after withholding or deduction for or on account of all taxes, duties or chargesTaxes, including deductions applicable to additional sums payable under this Section 1.082.4, will be equal to the amount provided for hereinherein or in the other Loan Documents. Whenever any taxes, duties or charges Taxes are payable by the Borrower Borrowers with respect to any payments hereunder, the Borrower Borrowers shall furnish promptly to the Lender Agent information, including certified copies of official receipts (to the extent that the relevant governmental authority delivers such receipts), evidencing payment of any such taxes, duties or charges Taxes so withheld or deducted. If the Borrower fails Borrowers fail to pay any such taxes, duties or charges Taxes when due to the appropriate taxing authority or fails to remit to the Lender Agent the required information evidencing payment of any such taxes, duties or charges Taxes so withheld or deducted, the Borrower Borrowers shall indemnify the Agent and each Lender for any incremental taxes, duties, chargesTaxes, interest or penalties that may become payable by the Agent or such Lender as a result of any such failure. (b) Notwithstanding anything to the contrary contained in this Agreement, the Borrower agrees to Borrowers shall pay any present or future stamp or documentary taxes, any intangibles tax or any other sales, excise or property taxes, charges or similar levies now or hereafter assessed that arise from and are attributable to any payment made hereunder or from the execution, delivery or performance of, or otherwise with respect to, this Agreement or any other Loan Documents and any and all recording fees relating to any Loan Documents securing any Lender Debt ("“Other Taxes"”). (c) The Borrower Borrowers shall indemnify the Agent and each Lender for the full amount of any taxes, duties or charges other than Excluded and all Taxes and Other Taxes (including, without limitation, any taxes other than Excluded Taxes and Other Taxes imposed by any jurisdiction on amounts payable under this Section 1.082.4) duly paid or payable by the Agent or such Lender (whether or not such Taxes or Other Taxes were correctly or legally asserted) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. Indemnification payments due to the Agent or any Lender under this Section 2.4 shall be made within 30 5 (five) days from the date the Agent or such Lender makes written demand therefor together with summary documentation with respect theretotherefor. (d) Without prejudice to the survival of any other agreement of the Borrower Borrowers hereunder, the agreements and obligations of the Borrower Borrowers contained in this Section 1.08 2.4 shall survive the payment Full Payment of all Lender Debt hereunder. (e) Each Lender shall maintain in full accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from the Loans, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (f) The register maintained by the Agent with respect to the Loans shall include accounts for each Lender, in which accounts (taken together) shall be recorded (i) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder, and (ii) the amount of any sum received by the Agent from the Borrowers hereunder and each Lender’s share thereof. The parties hereto acknowledge and agree that the entries made by the Agent as provided in this Section 2.4(f) shall be conclusive and binding for all purposes, absent manifest error. (g) Any Lender and the Agent, in each case, which is not a “United States person” within the meaning of Section 7701(a)(30) of the IRC, on or before the date it becomes a party to this Agreement and thereafter upon the expiration, invalidity or obsolescence of any previously delivered form, shall, to the extent it is legally entitled to do so, furnish to the Borrowers and the Agent, as applicable, either (i) one accurate and complete originally executed IRS Form W-8BEN and a certificate to the effect that the Lender or the Agent is not a “bank” within the meaning of Section 881(c)(3)(A) of the IRC, is not a “10-percent shareholder” of the Borrowers within the meaning of Section 881(c)(3)(B) of the IRC and is not a controlled foreign corporation described in Section 881(c)(3)(C) of the IRC, or (ii) IRS Form W-8BEN, W-8IMY, or W-8ECI. Any Lender and the Agent, in each case, which is a “United States person” within the meaning of Section 7701(a)(30) of the IRC, on or before the date it becomes a party to this Agreement and thereafter upon the expiration, invalidity or obsolescence of any previously delivered form, shall provide to the Borrowers and the Agent, as applicable, a IRS Form W-9 or other forms or information establishing an exemption from U.S. backup withholding. (h) Any Lender shall deliver any other applicable U.S. IRS forms to claim exemption or reduction of U.S. federal withholding to the Borrowers and the Agent, to the extent it is legally entitled to do so, and to the extent that, in the judgment of such Lender, such delivery would be materially disadvantageous to such Lender. (i) If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the IRC, as applicable), such Lender shall deliver to the Borrowers and the Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrowers or the Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the IRC) and such additional documentation reasonably requested by the Borrowers or the Agent as may be necessary for the Lender and the Agent to comply with their obligations under FATCA and to determine whether such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (h), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Procedures for Payment. (a) Each payment hereunder and under the other Documents shall be made not later than 12:00 noon 11:00 a.m. (New York City time) on the day when due in lawful money of the United States of America to the Agent for the account of the applicable Lender without counterclaim, defense, offset, claim or recoupment of any kind and free and clear of, and without deduction for, any present or future withholding or other taxes, duties or charges of any nature imposed on such payments or prepayments by or on behalf of any Governmental Entity thereof or therein, except for Excluded Taxes (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities hereinafter referred to as “Taxes”). If any such taxes, duties or charges Taxes are so levied or imposed on any payment to the Lenderhereunder, the Borrower Borrowers will make additional payments in such amounts as may be necessary so that the net amount received by the LenderAgent, after withholding or deduction for or on account of all taxes, duties or chargesTaxes, including deductions applicable to additional sums payable under this Section 1.08, will be equal to the amount provided for hereinherein or the other Documents. Whenever any taxes, duties or charges Taxes are payable by the Borrower Borrowers with respect to any payments hereunder, the Borrower Borrowers shall furnish promptly to the Lender Agent information, including certified copies of official receipts (to the extent that the relevant governmental authority delivers such receipts), evidencing payment of any such taxes, duties or charges Taxes so withheld or deducted. If the Borrower fails Borrowers fail to pay any such taxes, duties or charges Taxes when due to the appropriate taxing authority or fails fail to remit to the Lender Agent the required information evidencing payment of any such taxes, duties or charges Taxes so withheld or deducted, the Borrower Borrowers shall indemnify the Lender Agent and the Lenders for any incremental taxes, duties, chargesTaxes, interest or penalties that may become payable by the Lender Agent or the Lenders as a result of any such failure. (b) Notwithstanding anything to the contrary contained in this Agreement, the Borrower agrees Borrowers agree to pay any present or future stamp or documentary taxes, any intangibles tax or any other sales, excise or property taxes, charges or similar levies now or hereafter assessed that arise from and are attributable to any payment made hereunder or from the execution, delivery of, or otherwise with respect to, this Agreement or any other Documents and any and all recording fees relating to any Documents securing any Lender Debt ("“Other Taxes"”). (c) The Borrower Borrowers shall indemnify the Lender Lenders for the full amount of any taxes, duties or charges other than Excluded and all Taxes and Other Taxes (including, without limitation, any taxes other than Excluded Taxes and Other Taxes imposed by any jurisdiction on amounts payable under this Section 1.08) duly paid or payable by the such Lender or Lenders (whether or not such Taxes or Other Taxes were correctly or legally asserted) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. Indemnification payments due under this Section 1.08 shall be made within 30 10 days from the date the Lender makes written demand therefor together with summary documentation with respect theretotherefor. (d) Without prejudice to the survival of any other agreement of the Borrower Borrowers hereunder, the agreements and obligations of the Borrower Borrowers contained in this Section 1.08 shall survive the payment in full of principal and interest hereunder.

Procedures for Payment. (a) Each payment hereunder shall be made not later than 12:00 noon (New York City time) on the day when due in lawful money of the United States of America to the Lender Lenders without counterclaim, offset, claim or recoupment of any kind and free and clear of, and without deduction for, any present or future withholding or other taxes, duties or charges of any nature imposed on such payments or prepayments by or on behalf of any Governmental Entity thereof or therein, except for Excluded Taxes. If any such taxes, duties or charges are so levied or imposed on any payment to the LenderLenders, the Borrower Borrowers will make additional payments in such amounts as may be necessary so that the net amount received by the LenderLenders, after withholding or deduction for or on account of all taxes, duties or charges, including deductions applicable to additional sums payable under this Section 1.081.15, will be equal to the amount provided for herein. Whenever any taxes, duties or charges are payable by the any Borrower with respect to any payments hereunder, the such Borrower shall furnish promptly to the Lender Lenders information, including certified copies of official receipts (to the extent that the relevant governmental authority delivers such receipts), evidencing payment of any such taxes, duties or charges so withheld or deducted. If the Borrower fails Borrowers fail to pay any such taxes, duties or charges when due to the appropriate taxing authority or fails to remit to the Lender Lenders the required information evidencing payment of any such taxes, duties or charges so withheld or deducted, the Borrower Borrowers shall indemnify the Lender Lenders for any incremental taxes, duties, charges, interest or penalties that may become payable by the Lender Lenders as a result of any such failure. (b) Notwithstanding anything to the contrary contained in this Agreement, the Borrower agrees Borrowers agree to pay any present or future stamp or documentary taxes, any intangibles tax or any other sales, excise or property taxes, charges or similar levies now or hereafter assessed that arise from and are attributable to any payment made hereunder or from the execution, delivery of, or otherwise with respect to, this Agreement or any other Documents and any and all recording fees relating to any Documents securing any Lender Debt ("Other Taxes"). (c) The Borrower Borrowers shall indemnify the Lender Lenders for the full amount of any taxes, duties or charges other than Excluded Taxes (including, without limitation, any taxes other than Excluded Taxes imposed by any jurisdiction on amounts payable under this Section 1.081.15) duly paid or payable by the Lender Lenders and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. Indemnification payments shall be made within 30 days from the date the Lender Lenders makes written demand therefor together with summary documentation with respect theretotherefor. (d) Without prejudice to the survival of any other agreement of the Borrower Borrowers hereunder, the agreements and obligations of the Borrower Borrowers contained in this Section 1.08 1.15 shall survive the payment in full of principal and interest hereunder.

Procedures for Payment. (a) Each payment hereunder shall be made not later than 12:00 noon (New York City time) on the day when due in lawful money of the United States of America to the Lender without counterclaim, offset, claim or recoupment of any kind and free and clear of, and without deduction for, any present or future withholding or other taxes, duties or charges of any nature imposed on such payments or prepayments by or on behalf of any Governmental Entity thereof or therein, except for Excluded Taxes (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities hereinafter referred to as "Taxes"). If any such taxes, duties or charges Taxes are so levied or imposed on any payment to the Lender, the Borrower Borrowers will make additional payments in such amounts as may be necessary so that the net amount received by the Lender, after withholding or deduction for or on account of all taxes, duties or chargesTaxes, including deductions applicable to additional sums payable under this Section 1.08, will be equal to the amount provided for herein. Whenever any taxes, duties or charges Taxes are payable by the Borrower one or more Borrowers with respect to any payments hereunder, the Borrower Authorized Representative shall furnish promptly to the Lender information, including certified copies of official receipts (to the extent that the relevant governmental authority delivers such receipts), evidencing payment of any such taxes, duties or charges Taxes so withheld or deducted. If the Borrower Borrowers fails to pay any such taxes, duties or charges Taxes when due to the appropriate taxing authority or fails to remit to the Lender the required information evidencing payment of any such taxes, duties or charges Taxes so withheld or deducted, the Borrower Borrowers shall indemnify the Lender for any incremental taxes, duties, chargesTaxes, interest or penalties that may become payable by the Lender as a result of any such failure. (b) Notwithstanding anything to the contrary contained in this Agreement, the Borrower agrees Borrowers agree to pay any present or future stamp or documentary taxes, any intangibles tax or any other sales, excise or property taxes, charges or similar levies now or hereafter assessed that arise from and are attributable to any payment made hereunder or from the execution, delivery of, or otherwise with respect to, this Agreement or any other Documents and any and all recording fees relating to any Documents securing any Lender Debt ("Other Taxes"). (c) The Borrower Borrowers shall indemnify the Lender for the full amount of any taxes, duties or charges other than Excluded and all Taxes and Other Taxes (including, without limitation, any taxes other than Excluded Taxes and Other Taxes imposed by any jurisdiction on amounts payable under this Section 1.08) duly paid or payable by the Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. Indemnification payments due under this Section 1.08 shall be made within 30 days from the date the Lender makes written demand therefor together with summary documentation with respect theretotherefor. (d) Without prejudice to the survival of any other agreement of the Borrower Borrowers hereunder, the agreements and obligations of the Borrower Borrowers contained in this Section 1.08 shall survive the payment in full of principal and interest hereunder.

Procedures for Payment. (a) Each payment hereunder shall be made not later than 12:00 noon (New York City time) on the day when due in lawful money of the United States of America to the Lender without counterclaim, offset, claim or recoupment of any kind and free and clear of, and without deduction for, any present or future withholding or other taxes, duties or charges of any nature imposed on such payments or prepayments by or on behalf of any Governmental Entity thereof or therein, except for Excluded Taxes. If any such taxes, duties or charges are so levied or imposed on any payment to the any Lender, the Borrower Borrowers will make additional payments in such amounts as may be necessary so that the net amount received by the Lender, after withholding or deduction for or on account of all taxes, duties or charges, including deductions applicable to additional sums payable under this Section 1.081.10, will be equal to the amount provided for herein. Whenever any taxes, duties or charges are payable by the Borrower Borrowers with respect to any payments hereunder, the Borrower Borrowers shall furnish promptly to the Lender information, including certified copies of official receipts (to the extent that the relevant governmental authority Governmental Entity delivers such receipts), evidencing payment of any such taxes, duties or charges so withheld or deducted. If the Borrower fails Borrowers fail to pay any such taxes, duties or charges when due to the appropriate taxing authority or fails fail to remit to the Lender the required information evidencing payment of any such taxes, duties or charges so withheld or deducted, the Borrower Borrowers shall indemnify the Lender for any incremental taxes, duties, charges, interest or penalties that may become payable by the Lender as a result of any such failure. (b) Notwithstanding anything to the contrary contained in this Agreement, the Borrower agrees Borrowers agree to pay any present or future stamp or documentary taxes, any intangibles tax or any other sales, excise or property taxes, charges or similar levies now or hereafter assessed that arise from and are attributable to any payment made hereunder or from the execution, delivery of, or otherwise with respect to, this Agreement or any other Documents and any and all recording fees relating to any Documents securing any Lender Debt ("Other Taxes"). (c) The Borrower Borrowers shall indemnify the Lender for the full amount of any taxes, duties or charges other than Excluded Taxes and Other Taxes (including, without limitation, any taxes other than Excluded Taxes and Other Taxes imposed by any jurisdiction on amounts payable under this Section 1.081.10) duly paid or payable by the Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. Indemnification payments shall be made within 30 days from the date the Lender makes written demand therefor together with summary documentation with respect theretotherefor. (d) Without prejudice to the survival of any other agreement of the Borrower Borrowers hereunder, the agreements and obligations of the Borrower Borrowers contained in this Section 1.08 1.10 shall survive the payment in full of principal and interest hereunderhereunder indefinitely.

Procedures for Payment. (a) Each payment or prepayment hereunder and ---------------------- under the Notes or in connection with any Letter of Credit shall be made not later than 12:00 noon 11:00 a.m. (New York City Chicago time or Toronto time, as applicable) on the day when due in lawful money of the United States of America or Canada, as applicable, to the Lender applicable Administrative Agent at the Payment Office in immediately available funds, without counterclaim, offset, claim or recoupment of any kind kind. Each payment or prepayment hereunder and under the Notes or in connection with any Letter of Credit shall be made without setoff or counterclaim and free and clear of, and without deduction for, any present or future withholding or other taxes, duties or charges of any nature imposed on such payments or prepayments by or on behalf of any Governmental Entity Body thereof or therein, except for Excluded TaxesTaxes and except for any withholding tax under Part XIII of the Income Tax Act (Canada) as -42- in effect on the date hereof. If any such taxes, duties or charges (for greater certainty, other than Excluded Taxes and taxes imposed under Part XIII of the Income Tax Act (Canada) as in effect on the date hereof), are so levied or imposed on any payment or prepayment to the any Lender, the US Borrower or the CAN Borrower, as applicable, will make additional payments in such amounts as may be necessary so that the net amount received by the such US Lender or CAN Lender, as applicable, after withholding or deduction for or on account of all taxes, duties or charges, including deductions applicable to additional sums payable under this Section 1.082.17, will be equal to the amount provided for hereinherein or in such Lender's Note or Notes. Whenever any taxes, duties or charges are payable by the Borrower with respect to any payments hereunderor prepayments hereunder or under any of the Notes, the Borrower shall furnish promptly to the Administrative Agent for the account of the applicable Lender information, including certified copies of official receipts (to the extent that the relevant governmental authority delivers such receipts), evidencing payment of any such taxes, duties or charges so withheld or deducted. If the Borrower fails to pay any such taxes, duties or charges when due to the appropriate taxing authority or fails to remit to the Administrative Agent for the account of the applicable Lender the required information evidencing payment of any such taxes, duties or charges so withheld or deducted, the US Borrower shall indemnify the Lender affected US Lender, and the CAN Borrower shall indemnify the affected CAN Lender, for any incremental taxes, duties, charges, interest or penalties that may become payable by the such Lender as a result of any such failure. (bi) Each US Lender (which, for purposes of this Section 2.17, shall include any Affiliate of a US Lender that makes any Eurodollar Advance to the US Borrower pursuant to the terms of this Agreement) that is not a "United States person" (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the US Borrower and the Administrative Agent on or before the Closing Date (or, in the case of a Person that became a US Lender after the Closing Date by assignment, promptly upon such assignment), two duly completed and signed copies of either (1) Form 1001 of the United States Internal Revenue Service entitling such US Lender to a complete exemption from withholding on all amounts to be received by such US Lender pursuant to this Agreement and/or the Notes or (2) Form 4224 of the United States Internal Revenue Service relating to all amounts to be received by such US Lender pursuant to this Agreement and/or the Notes. Each such US Lender shall, from time to time after submitting either such form, submit to the US Borrower and the Administrative Agent such additional duly completed and signed copies of one or the other such forms (or forms evidencing eligibility for an exemption from withholding or such successor forms or other documents as shall be adopted from time to time by the relevant United States taxing authorities) as may be (1) reasonably requested in writing by the US Borrower or the Administrative Agent and (2) appropriate under then current United States law or regulations. Upon the reasonable request of the US Borrower or the Administrative Agent, each US Lender that has not provided the forms or other documents, as provided above, on the basis of being a United States person shall submit to the US Borrower and the Administrative Agent a certificate to the effect that it is a "United States person." Each CAN Lender on the Closing Date hereby certifies that it is a resident of Canada for purposes of the Income Tax Act (Canada). Each Person that becomes a CAN Lender after the Closing Date by assignment, promptly upon such assignment, shall deliver to the CAN Borrower and the CAN Administrative Agent a certificate as to whether such Person is a resident of Canada for purposes of the Income Tax Act (Canada). If any CAN Lender is not a resident of Canada for purposes of the Income Tax Act (Canada), such Person shall not be entitled to payments under this Section 2.17 with respect to taxes imposed under Part XIII of the Income Tax Act (Canada). (ii) Notwithstanding any other provision of this Agreement, if an event occurs which prevents any US Lender (after it has become a US Lender) which is not a "United States person" from delivering to the US Borrower or the Administrative Agent any form or certificate that such US Lender is requested to submit pursuant to the preceding paragraph, or that it is required to withdraw or cancel any such form or certificate, or that any such form or certificate previously submitted has otherwise become ineffective or inaccurate, such US Lender shall promptly notify the US Borrower and the Administrative Agent of such fact and the provisions of Section 2.17(a) hereof shall apply. (c) Notwithstanding anything to the contrary contained in this Agreement, the US Borrower agrees and the CAN Borrower each agree to pay any present or future stamp or documentary taxes, any intangibles tax or any other sales, excise or property taxes, charges or similar levies now or hereafter assessed that arise from and are attributable attributed to any payment made hereunder hereunder, under the Notes or from the execution, delivery of, or otherwise with respect to, this Agreement or any other Documents the Notes and any and all recording fees relating to any Loan Documents securing any US Lender Debt or CAN Lender Debt, respectively ("Other TaxesOTHER TAXES"). (cd) The US Borrower shall indemnify each US Lender and the Agents, and the CAN Borrower shall indemnify each CAN Lender and the Agents, for the full amount of any taxes, duties or charges other than Excluded Taxes and Other Taxes (including, without limitation, any taxes other than Excluded Taxes, Other Taxes imposed by any jurisdiction on amounts payable under this Section 1.082.17 and any withholding tax under Part XIII of the Income Tax Act (Canada) as in effect on the date hereof) duly paid or payable by such Lender or the Lender Agents and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. Indemnification payments shall be made within 30 days from the date such Lender or the Lender makes Agents make written demand therefor together with summary documentation with respect theretotherefor. (de) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations obliga tions of the Borrower contained in this Section 1.08 2.17 shall survive the payment in full of principal and interest hereunderhereunder and under the Notes indefinitely. (f) Notwithstanding anything contained in Section 2.10 hereof, the Administrative Agent shall not, to the extent requested in writing by the Borrower, apply any mandatory prepayment under such Sections to any portion of the Revolving Loan which constitutes a Eurodollar Advance or Bankers' Acceptance Advance until the last day of the respective Interest Period therefor or the earlier maturity of such portion of such Loan by acceleration or otherwise, such mandatory prepayment, until it can be so applied, to be applied to the prepayment of such portion of the Revolving Loan, as the case may be, com prising Base Rate Advances. If there shall remain any portion of such mandatory prepayment after payment in full of such portion of the Revolving Loan constituting Base Rate Advances, then until any remaining portion of the mandatory prepayment can be applied to the Eurodollar Advances or Bankers' Acceptance Advances as

Procedures for Payment. (a) Each payment hereunder shall be made not later than 12:00 noon (New York City time) on the day when due in lawful money of the United States of America to the Lender Agent without counterclaim, offset, claim or recoupment of any kind and free and clear of, and without deduction for, any present or future withholding or other taxes, duties or charges of any nature imposed on such payments or prepayments by or on behalf of any Governmental Entity thereof or therein, except for Excluded Taxes (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities hereinafter referred to as “Taxes”), and the Agent shall distribute any such payments received by it in accordance with Article III hereof. If any such taxes, duties or charges Taxes are so levied or imposed on any payment to the any Lender, the Borrower will make additional payments in such amounts as may be necessary so that the net amount received by the such Lender, after withholding or deduction for or on account of all taxes, duties or chargesTaxes, including deductions applicable to additional sums payable under this Section 1.08, will be equal to the amount provided for herein. Whenever any taxes, duties or charges Taxes are payable by the Borrower with respect to any payments hereunder, the Borrower shall furnish promptly to the Lender Agent information, including certified copies of official receipts (to the extent that the relevant governmental authority Governmental Entity delivers such receipts), evidencing payment of any such taxes, duties or charges Taxes so withheld or deducted. If the Borrower fails to pay any such taxes, duties or charges Taxes when due to the appropriate taxing authority or fails to remit to the Lender Agent the required information evidencing payment of any such taxes, duties or charges Taxes so withheld or deducted, the Borrower shall indemnify the Lender Lenders for any incremental taxes, duties, chargesTaxes, interest or penalties that may become payable by the any Lender as a result of any such failure. (b) Notwithstanding anything to the contrary contained in this Agreement, the Borrower agrees to pay any present or future stamp or documentary taxes, any intangibles tax or any other sales, excise or property taxes, charges or similar levies now or hereafter assessed that arise from and are attributable to any payment made hereunder or from the execution, delivery of, or otherwise with respect to, this Agreement or any other Program Documents and any and all recording fees relating to any Program Documents securing any Lender Debt ("“Other Taxes"”). (c) The Borrower shall indemnify the each Lender for the full amount of any taxes, duties or charges other than Excluded and all Taxes and Other Taxes (including, without limitation, any taxes other than Excluded Taxes and Other Taxes imposed by any jurisdiction on amounts payable under this Section 1.08) duly paid or payable by the such Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. Indemnification payments due any Lender under this Section 1.08 shall be made within 30 days from the date the such Lender makes written demand therefor together with summary documentation with respect theretotherefor. (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 1.08 shall survive the payment in full of principal and interest hereunder.

Procedures for Payment. (a) Each payment hereunder shall be made not later than 12:00 noon (New York City time) on the day when due in lawful money of the United States of America to the Lender without counterclaim, offset, claim or recoupment of any kind and free and clear of, and without deduction for, any present or future withholding or other taxes, duties or charges of any nature imposed on such payments or prepayments by or on behalf of any Governmental Entity thereof or therein, except for Excluded Taxes. If any such taxes, duties or charges are so levied or imposed on any payment to the Lender, the Borrower will make additional payments in such amounts as may be necessary so that the net amount received by the Lender, after withholding or deduction for or on account of all taxes, duties or charges, including deductions applicable to additional sums payable under this Section 1.08, will be equal to the amount provided for herein. Whenever any taxes, duties or charges are payable by the Borrower with respect to any payments hereunder, the Borrower shall furnish promptly to the Lender information, including certified copies of official receipts (to the extent that the relevant governmental authority delivers such receipts), evidencing payment of any such taxes, duties or charges so withheld or deducted. If the Borrower fails to pay any such taxes, duties or charges when due to the appropriate taxing authority or fails to remit to the Lender the required information evidencing payment of any such taxes, duties or charges so withheld or deducted, the Borrower shall indemnify the Lender for any incremental taxes, duties, charges, interest or penalties that may become payable by the Lender as a result of any such failure. (b) Notwithstanding anything to the contrary contained in this Agreement, the Borrower agrees to pay any present or future stamp or documentary taxes, any intangibles tax or any other sales, excise or property taxes, charges or similar levies now or hereafter assessed that arise from and are attributable to any payment made hereunder or from the execution, delivery of, or otherwise with respect to, this Agreement or any other Documents and any and all recording fees relating to any Documents securing any Lender Debt ("Other TaxesOTHER TAXES"). (c) The Borrower shall indemnify the Lender for the full amount of any taxes, duties or charges other than Excluded Taxes (including, without limitation, any taxes other than Excluded Taxes imposed by any jurisdiction on amounts payable under this Section 1.08) duly paid or payable by the Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. Indemnification payments shall be made within 30 days from the date the Lender makes written demand therefor together with summary documentation with respect theretotherefor. The Lender shall provide to the Borrower a statement, supported when applicable by documentary evidence, explaining the amount of any such liability it incurs, which statement shall be conclusive absent manifest error. (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 1.08 shall survive the payment in full of principal and interest hereunder.