Common use of Setoff, Counterclaims and Taxes Clause in Contracts

Setoff, Counterclaims and Taxes. All payments (whether of principal, interest, fees, reimbursements or otherwise) under this Agreement shall be made by the Company without setoff or counterclaim and shall be made free and clear of and without deduction (except as specifically provided in Section 2.04) for any Taxes now or hereafter imposed, other than for Excluded Taxes. Except as specifically provided in Section 2.04, if the Company shall be required by applicable law to deduct or withhold from any such payment any such Taxes (other than Excluded Taxes), then the Company shall (i) notwithstanding anything to the contrary in this Agreement, deduct or withhold an amount equal to such Tax from the amounts payable under this Agreement, (ii) make such Tax payment as so required to the relevant governmental authority in accordance with applicable law, and (iii) provided that such Lender has complied with the requirements of Section 2.04, pay to the Administrative Agent for the account of such Lender, on the date of each such payment, such additional amount as may be necessary in order that the net amount received by such Lender after such deduction or withholding (including any deduction or withholding applicable to additional amounts payable under this Section 2.03) shall equal the amount which would have been received if such deduction or withholding were not required. The Company shall confirm that all applicable Taxes (other than Excluded Taxes), if any, imposed on this Agreement or transactions hereunder shall have been properly and legally paid by it to the appropriate taxing authorities by sending official Tax receipts or notarized copies of such receipts to the Administrative Agent within 30 calendar days after payment of any applicable Tax, to the extent such receipts are issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agent. Upon request of any Lender, the Administrative Agent shall forward to such Lender a copy of such official receipt or a copy of such notarized copy of such receipt or other written proof of payment.

Setoff, Counterclaims and Taxes. All payments (whether of principal, interest, fees, reimbursements or otherwise) under this Agreement shall be made by the Company without setoff or counterclaim and shall be made free and clear of and without deduction (except as specifically provided in Section 2.042.03) for any Taxes now or hereafter imposed, other than for Excluded Taxes. Except as specifically provided in Section 2.042.03, if the Company shall be required by applicable law to deduct or withhold from any such payment any such Taxes (other than Excluded Taxes), then the Company shall (i) notwithstanding anything to the contrary in this Agreement, deduct or withhold an amount equal to such Tax from the amounts payable under this Agreement, (ii) make such Tax payment as so required to the relevant governmental authority in accordance with applicable law, and (iii) provided that such Lender has complied with the requirements of Section 2.042.03, pay to the Administrative Agent for the account of such Lender, on the date of each such payment, such additional amount as may be necessary in order that the net amount received by such Lender after such deduction or withholding (including any deduction or withholding applicable to additional amounts payable under this Section 2.032.02) shall equal the amount which would have been received if such deduction or withholding were not required. The Company shall confirm that all applicable Taxes (other than Excluded Taxes), if any, imposed on this Agreement or transactions hereunder shall have been properly and legally paid by it to the appropriate taxing authorities by sending official Tax receipts or notarized copies of such receipts to the Administrative Agent within 30 calendar days after payment of any applicable Tax, to the extent such receipts are issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agent. Upon request of any Lender, the Administrative Agent shall forward to such Lender a copy of such official receipt or a copy of such notarized copy of such receipt or other written proof of payment.

Setoff, Counterclaims and Taxes. (a) All payments (whether of principal, interest, expenses, reimbursements, compensation, commitment fees, reimbursements L/C Fees, arrangement fees or otherwise) administration fees and any other amount from time to time due under the Notes, this Agreement or any other Loan Document shall be made by the Company Borrower without setoff or counterclaim and shall be made free and clear of and without deduction (except as specifically provided in Section 2.04) for any Taxes now and all present or hereafter imposedfuture taxes, other than for Excluded levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each member of the Bank Group, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such member of the Bank Group is organized or any political subdivision thereof and, in the case of each Bank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such Bank's Applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). Except as specifically provided in Section 2.04, if If the Company Borrower shall be required by applicable law to deduct any Taxes from or withhold from in respect of any such payment sum payable hereunder or under any such Taxes (other than Excluded Taxes)Loan Document to any member of the Bank Group, then the Company shall (i) notwithstanding anything the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.12) such member of the contrary in this Agreement, deduct or withhold Bank Group receives an amount equal to the sum it would have received had no such Tax from the amounts payable under this Agreementdeductions been made, (ii) the Borrower shall make such Tax payment as so required deductions and (iii) the Borrower shall pay the full amount deducted to the relevant governmental taxation authority or other authority in accordance with applicable law. (b) In addition, and the Borrower agrees 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 hereunder or under the Notes or the other Loan Documents or from the execution, delivery or registration of, or otherwise with respect to, this Agreement, the Notes or the other Loan Documents (iiihereinafter referred to as "Other Taxes"). (c) provided that such Lender has complied with The Borrower will indemnify each member of the requirements of Section 2.04, pay to the Administrative Agent Bank Group for the account full amount of such LenderTaxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on the date of each such payment, such additional amount as may be necessary in order that the net amount received by such Lender after such deduction or withholding (including any deduction or withholding applicable to additional amounts payable under this Section 2.032.12) paid, by such member of the Bank Group (whether paid on its own behalf or on behalf of any other member of the Bank Group) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. This indemnification shall equal be made within 10 days from the amount which would have been received if date such deduction member of the Bank Group makes written demand therefor. HOU04:43581.4 (d) Within 30 days after the date of any payment of Taxes, the Borrower will furnish to the Agent, at its address referred to in Section 9.03, the original or withholding were a certified copy of a receipt evidencing payment thereof. If no Taxes are payable in respect of any payment hereunder or under the Notes or the other Loan Documents, upon the reasonable request of the Agent, the Borrower will furnish to the Agent at its address referred to in Section 9.03, a certificate from each appropriate taxing authority, or an opinion of counsel acceptable to the Agent stating that such payment is exempt from or not requiredsubject to Taxes. (e) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 2.12 shall survive the payment in full of the Credit Outstanding and all other amounts owing under the other Loan Documents. The Company provisions of this Section 2.12 are in all respects subject to Section 9.13 hereof. (f) Each Bank represents and warrants to the Agent, the Issuing Bank, the Borrower and the Guarantor that such Bank is either (i) a corporation organized under the laws of the United States or a state thereof or (ii) entitled to complete exemption from United States withholding tax imposed on or with respect to any payments, including fees, to be made to it pursuant to this Agreement and the other Loan Documents (x) under an applicable provision of a tax convention to which the United States is a party or (y) because it is acting through a branch, agency or office in the United States and any payment to be received by it hereunder is effectively connected with a trade or business in the United States. Upon becoming a party to this Agreement (whether by assignment or as an original signatory hereto), and in any event, from time to time upon the request of the Agent or the Borrower, each Bank which is not a corporation organized under the laws of the United States or any state thereof shall deliver to the Agent and the Borrower such forms, certificates or other instruments as may be required by the Agent in order to establish that such Bank is entitled to complete exemption from United States withholding taxes imposed on or with respect to any payments, including fees, to be made to such Bank under this Agreement and the other Loan Documents. Each Bank also agrees to deliver to the Borrower and the Agent and such other supplemental forms as may at any time be required as a result of the passage of time or changes in applicable law or regulation in order to confirm or maintain in effect its entitlement to exemption from U.S. withholding tax on any payments hereunder; provided, that the circumstances of the Bank at the relevant time and applicable laws permit it to do so. If a Bank determines, as a result of any change in either (1) applicable law, regulation or treaty, or in any official application thereof or (2) its circumstances, that it is unable to submit any form or certificate that it is obligated to submit pursuant to this Section 2.12(f), or that it is required to withdraw or cancel any such form or certificate previously submitted, it shall promptly notify the Borrower and the Agent of such fact. If a Bank is organized under the laws of a jurisdiction outside the United States, and the Borrower and the Agent have not received forms, certificates or other instruments indicating to their satisfaction that all applicable Taxes (other than Excluded Taxes), if any, imposed on this Agreement payments to be made to such Bank hereunder or transactions hereunder shall have been properly and legally paid by it under the Guaranty are not subject to United States withholding tax or the appropriate taxing authorities by sending official Tax receipts or notarized copies of Agent otherwise has reason to believe HOU04:43581.4 that such receipts Bank is subject to the Administrative Agent within 30 calendar days after payment of any applicable Tax, to the extent such receipts are issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agent. Upon request of any LenderU.S. withholding tax, the Administrative Borrower and the Guarantor shall withhold taxes from such payments at the applicable statutory rate. Each Bank shall indemnify and hold the Borrower, the Guarantor, the Issuing Bank and the Agent shall forward harmless from any United States taxes, penalties, interest and other expenses, costs and losses incurred or payable by them as a result of either (A) such Bank's failure to submit any form or certificate that it is required to provide pursuant to this Section 2.12(f) or (B) reliance by the Borrower, the Guarantor, the Issuing Bank or the Agent on any such Lender a copy of form or certificate which such official receipt or a copy of such notarized copy of such receipt or other written proof of payment.Bank has provided to them pursuant to this Section 2.12(f). HOU04:43581.4

Setoff, Counterclaims and Taxes. (a) All payments (whether of principal, interest, feesexpenses, reimbursements reimbursements, compensation, arrangement fees or otherwise) administration fees and any other amount from time to time due under the Notes, this Agreement or any other Loan Document shall be made by the Company Borrower without setoff or counterclaim and shall be made free and clear of and without deduction (except as specifically provided in Section 2.04) for any Taxes now and all present or hereafter imposedfuture taxes, other than for Excluded Taxeslevies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each member of the Bank Group, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such member of the Bank Group is organized or any political subdivision thereof and, in the case of each Bank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such Bank's Applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "TAXES"). Except as specifically provided in Section 2.04, if If the Company Borrower shall be required by applicable law to deduct any Taxes from or withhold from in respect of any such payment sum payable hereunder or under any such Taxes (other than Excluded Taxes)Loan Document to any member of the Bank Group, then the Company shall (i) notwithstanding anything the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this SECTION 2.09) such member of the contrary in this Agreement, deduct or withhold Bank Group receives an amount equal to the sum it would have received had no such Tax from the amounts payable under this Agreementdeductions been made, (ii) the Borrower shall make such Tax payment as so required deductions and (iii) the Borrower shall pay the full amount deducted to the relevant governmental taxation authority or other authority in accordance with applicable law. (b) In addition, and the Borrower agrees 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 hereunder or under the Notes or the other Loan Documents or from the execution, delivery or registration of, or otherwise with respect to, this Agreement, the Notes or the other Loan Documents (iiihereinafter referred to as "OTHER TAXES"). (c) provided that such Lender has complied with The Borrower will indemnify each member of the requirements of Section 2.04, pay to the Administrative Agent Bank Group for the account full amount of such LenderTaxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on the date of each such payment, such additional amount as may be necessary in order that the net amount received by such Lender after such deduction or withholding (including any deduction or withholding applicable to additional amounts payable under this Section 2.03SECTION 2.09) paid, by such member of the Bank Group (whether paid on its own behalf or on behalf of any other member of the Bank Group) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. This indemnification shall equal be made within 10 days from the amount which would have been received if date such deduction member of the Bank Group makes written demand therefor. (d) Within 30 days after the date of any payment of Taxes, the Borrower will furnish to the Agent, at its address referred to in SECTION 9.03, the original or withholding were a certified copy of a receipt evidencing payment thereof. If no Taxes are payable in respect of any payment hereunder or under the Notes or the other Loan Documents, upon the reasonable request of the Agent, the Borrower will furnish to the Agent at its address referred to in SECTION 9.03, a certificate from each appropriate taxing authority, or an opinion of counsel acceptable to the Agent stating that such payment is exempt from or not requiredsubject to Taxes. (e) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this SECTION 2.09 shall survive the payment in full of the Credit Outstanding and all other amounts owing under the other Loan Documents. The Company provisions of this SECTION 2.09 are in all respects subject to SECTION 9.13 hereof. (f) Each Bank represents and warrants to the Agent and the Borrower that such Bank is either (i) a corporation organized under the laws of the United States or a state thereof or (ii) entitled to complete exemption from United States withholding tax imposed on or with respect to any payments, including fees, to be made to it pursuant to this Agreement and the other Loan Documents (x) under an applicable provision of a tax convention to which the United States is a party or (y) because it is acting through a branch, agency or office in the United States and any payment to be received by it hereunder is effectively connected with a trade or business in the United States. Upon becoming a party to this Agreement (whether by assignment or as an original signatory hereto), and in any event, from time to time upon the request of the Agent or the Borrower, each Bank which is not a corporation organized under the laws of the United States or any state thereof shall deliver to the Agent and the Borrower such forms, certificates or other instruments as may be required by the Agent in order to establish that such Bank is entitled to complete exemption from United States withholding taxes imposed on or with respect to any payments, including fees, to be made to such Bank under this Agreement and the other Loan Documents. Each Bank also agrees to deliver to the Borrower and the Agent and such other supplemental forms as may at any time be required as a result of the passage of time or changes in applicable law or regulation in order to confirm or maintain in effect its entitlement to exemption from U.S. withholding tax on any payments hereunder; PROVIDED, that the circumstances of the Bank at the relevant time and applicable laws permit it to do so. If a Bank determines, as a result of any change in either (1) applicable law, regulation or treaty, or in any official application thereof or (2) its circumstances, that it is unable to submit any form or certificate that it is obligated to submit pursuant to this SECTION 2.09(f), or that it is required to withdraw or cancel any such form or certificate previously submitted, it shall promptly notify the Borrower and the Agent of such fact. If a Bank is organized under the laws of a jurisdiction outside the United States, and the Borrower and the Agent have not received forms, certificates or other instruments indicating to their satisfaction that all applicable Taxes (other than Excluded Taxes), if any, imposed on this Agreement payments to be made to such Bank hereunder are not subject to United States withholding tax or transactions hereunder shall have been properly and legally paid by it the Agent otherwise has reason to the appropriate taxing authorities by sending official Tax receipts or notarized copies of believe that such receipts Bank is subject to the Administrative Agent within 30 calendar days after payment of any applicable Tax, to the extent such receipts are issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agent. Upon request of any LenderU.S. withholding tax, the Administrative Borrower shall withhold taxes from such payments at the applicable statutory rate. Each Bank shall indemnify and hold the Borrower and the Agent shall forward harmless from any United States taxes, penalties, interest and other expenses, costs and losses incurred or payable by them as a result of either (A) such Bank's failure to submit any form or certificate that it is required to provide pursuant to this SECTION 2.09(f) or (B) reliance by the Borrower or the Agent on any such Lender a copy of form or certificate which such official receipt or a copy of such notarized copy of such receipt or other written proof of paymentBank has provided to them pursuant to this SECTION 2.09(f).

Setoff, Counterclaims and Taxes. (a) All payments (whether of principal, interest, expenses, reimbursements, compensation, commitment fees, reimbursements letter of credit fees, arrangement fees or otherwise) administration fees and any other amount from time to time due under this Agreement any Loan Document shall be made by the Company Borrower without setoff or counterclaim and shall be made free and clear of and without deduction (except as specifically provided in Section 2.04) for any Taxes now and all present or hereafter imposedfuture taxes, other than for Excluded levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each member of the Bank Group, taxes imposed on its income (or a taxable base in the nature of net income, or, in lieu of taxes so imposed or measured, on overall gross receipts and capital), and franchise taxes imposed on it, by the jurisdiction under the laws of which such member of the Bank Group is organized or any political subdivision thereof and, in the case of each Bank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such Bank’s Applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). Except as specifically provided in Section 2.04, if If the Company Borrower shall be required by applicable law to deduct any Taxes from or withhold from in respect of any such payment sum payable under any such Taxes (other than Excluded Taxes)Loan Document to any member of the Bank Group, then the Company shall (i) notwithstanding anything the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.11) such member of the contrary in this Agreement, deduct or withhold Bank Group receives an amount equal to the sum it would have received had no such Tax from the amounts payable under this Agreementdeductions been made, (ii) the Borrower shall make such Tax payment as so required deductions and (iii) the Borrower shall pay the full amount deducted to the relevant governmental taxation authority or other authority in accordance with applicable law, and (iii) ; provided that such Lender has complied with the requirements Borrower shall not be required to pay any increased amount on account of Section 2.04, pay Taxes to the Administrative Agent extent that any such Bank shall not have furnished the Borrower with such forms, or shall not have taken such other action, as reasonably may be available to it under applicable tax laws and any applicable tax treaty to obtain an exemption from, or reduction of, such Taxes. (b) In addition, the Borrower agrees 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 under any Loan Document or from the execution, delivery or registration of, or otherwise with respect to, any Loan Document (hereinafter referred to as “Other Taxes”). (c) The Borrower will indemnify each member of the Bank Group for the account full amount of such LenderTaxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on the date of each such payment, such additional amount as may be necessary in order that the net amount received by such Lender after such deduction or withholding (including any deduction or withholding applicable to additional amounts payable under this Section 2.032.11) paid by such member of the Bank Group (whether paid on its own behalf or on behalf of any other member of the Bank Group) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. This indemnification shall equal be made within 30 days from the date such member of the Bank Group makes written demand therefor. (d) Within 30 days after the date of any payment of Taxes, the Borrower will furnish to the Agent, at its address referred to in Section 9.03, the original or a certified copy of a receipt evidencing payment thereof. If no Taxes are payable in respect of any payment made under any Loan Document, upon the request of the Agent, the Borrower will furnish to the Agent and the Funds Administrator, at its address referred to in Section 9.03, a certificate from each appropriate taxing authority, or an opinion of counsel acceptable to the Agent, in either case stating that such payment is exempt from or not subject to Taxes. (e) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 2.11 shall survive the payment in full of the Loans and all other amounts owing under the other Loan Documents. The provisions of this Section 2.11 are in all respects subject to Section 9.13 hereof. (f) Each Bank represents and warrants to the Agent, the Funds Administrator and the Borrower that such Bank is either (i) a corporation organized under the laws of the United States, a state thereof or the District of Columbia, or (ii) entitled to complete exemption from United States withholding tax imposed on or with respect to any payments, including fees, to be made to it pursuant to this Agreement and the other Loan Documents (x) under an applicable provision of a tax convention or treaty to which the United States is a party or (y) because it is acting through a branch, agency or office in the United States and any payment to be received by it hereunder is effectively connected with a trade or business in the United States. Upon becoming a party to this Agreement (whether by assignment or as an original signatory hereto), and in any event, from time to time upon the request of the Agent, the Funds Administrator or the Borrower, each Bank which is not a corporation organized under the laws of the United States or any state thereof or the District of Columbia shall deliver to the Agent, the Funds Administrator and the Borrower such forms, certificates or other instruments as may be required by the Agent and the Funds Administrator in order to establish that such Bank is entitled to complete exemption from United States withholding taxes imposed on or with respect to any payments, including fees, to be made to such Bank under this Agreement and the other Loan Documents. Each Bank also agrees to deliver to the Borrower, the Agent and the Funds Administrator such other supplemental forms as may at any time be required as a result of the passage of time or changes in applicable law or regulation in order to confirm or maintain in effect its entitlement to exemption from United States withholding tax on any payments hereunder; provided, that the circumstances of the Bank at the relevant time and applicable laws permit it to do so. If a Bank determines, as a result of any change in either (1) applicable law, regulation or treaty, or in any official application thereof or (2) its circumstances, that it is unable to submit any form or certificate that it is obligated to submit pursuant to this Section 2.11(f), or that it is required to withdraw or cancel any such form or certificate previously submitted, it shall promptly notify the Borrower, the Agent and the Funds Administrator of such fact. If a Bank is organized under the laws of a jurisdiction outside the United States, and the Borrower, the Funds Administrator and the Agent have not received forms, certificates or other instruments indicating to their satisfaction that all payments to be made to such Bank hereunder are not subject to United States withholding tax or the Agent otherwise has reason to believe that such Bank is subject to U.S. withholding tax, the Borrower shall withhold taxes from such payments at the applicable statutory rate. Each Bank shall indemnify and hold the Borrower, the Funds Administrator and the Agent harmless from any United States taxes, penalties, interest and other expenses, costs and losses incurred or payable by them as a result of either (A) such Bank’s failure to submit any form or certificate that it is required to provide pursuant to this Section 2.11(f) or (B) reliance by the Borrower, the Funds Administrator or the Agent on any such form or certificate which such Bank has provided to them pursuant to this Section 2.11(f). (g) Any Bank claiming any additional amounts payable pursuant to this Section 2.11 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Borrower or to change the jurisdiction of its Applicable Lending Office if such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would have been received if such deduction or withholding were not required. The Company shall confirm that all applicable Taxes (other than Excluded Taxes)not, if any, imposed on this Agreement or transactions hereunder shall have been properly and legally paid by it to in the appropriate taxing authorities by sending official Tax receipts or notarized copies sole determination of such receipts to the Administrative Agent within 30 calendar days after payment of any applicable TaxBank, to the extent such receipts are issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agent. Upon request of any Lender, the Administrative Agent shall forward be otherwise disadvantageous to such Lender a copy of such official receipt or a copy of such notarized copy of such receipt or other written proof of paymentBank.

Setoff, Counterclaims and Taxes. All payments (whether of principal, interest, fees, reimbursements or otherwise) under this Agreement shall be made by the Company without setoff or counterclaim and shall be made free and clear of and without deduction (except as specifically provided contemplated in Section 2.042.03 below) for any Taxes present or future tax, levy, impost, or other charge, of any nature whatsoever now or hereafter imposedimposed by any governmental authority (including withholdings of United States taxes, other than for Excluded Taxessubject to compliance by such payment's recipient with Section 2.03). Except as specifically provided in Section 2.042.03 below, if the Company shall be required making of such payments is prohibited by applicable law to deduct unless such tax, levy, impost, or withhold from any such payment any such Taxes (other than Excluded Taxes)charge is deducted or withheld therefrom, then the Company shall (i) notwithstanding anything to the contrary in this Agreement, be entitled to deduct or withhold an amount equal to such Tax tax, levy, impost or other charge from the amounts payable under this Agreement, (ii) Agreement and make such Tax payment tax payments as so required to the relevant governmental authority in accordance with applicable lawrequired, and (iiiii) provided that such Lender Bank has complied with the requirements of Section 2.042.03, pay to the Administrative Agent for the account of such Lendereach Bank, on the date of each such payment, such additional amount amounts as may be necessary in order that the net amount amounts received by such Lender Bank after such deduction or withholding (including any deduction or withholding applicable to additional amounts payable under this Section 2.03) shall equal the amount amounts in Dollars which would have been received if such deduction or withholding were not required. The Company shall confirm that all any applicable Taxes (other than Excluded Taxes), if any, taxes imposed on this Agreement or transactions hereunder shall have been properly and legally paid by it to the appropriate taxing authorities by sending official Tax tax receipts or notarized copies of such receipts (if receipts are issued therefor) to the Administrative Agent within 30 calendar days after receipt of request from the Administrative Agent regarding payment of any applicable Tax, to the extent such receipts are issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agenttax. Upon request of any LenderBank, the Administrative Agent shall forward to such Lender Bank a copy of such official receipt or a copy of such notarized copy of such receipt or other written proof of paymentreceipt.

Setoff, Counterclaims and Taxes. All payments (whether of principal, interest, fees, reimbursements or otherwise) under this Agreement shall be made by the Company without setoff or counterclaim and shall be made free and clear of and without deduction (except as specifically provided in Section 2.04) for any Taxes now or hereafter imposed, other than for Excluded Taxes. Except as specifically provided in Section 2.04, if the Company shall be required by applicable law to deduct or withhold from any such payment any such Taxes (other than Excluded Taxes), then the Company shall (i) notwithstanding anything to the contrary in this Agreement, deduct or withhold an amount equal to such Tax from the amounts payable under this Agreement, (ii) make such Tax payment as so required to the relevant governmental authority in accordance with applicable law, and (iii) provided that such Lender has complied with the requirements of Section 2.04, pay to the Administrative Agent for the account of such Lender, on the date of each such payment, such additional amount as may be necessary in order that the net amount received by such Lender after such deduction or withholding (including any deduction or withholding applicable to additional amounts payable under this Section 2.03) shall equal the amount in Dollars, or, in the case of an Alternate Currency Loan, in such Alternate Currency or its Dollar equivalent, which would have been received if such deduction or withholding were not required. The Company shall confirm that all applicable Taxes (other than Excluded Taxes), if any, imposed on this Agreement or transactions hereunder shall have been properly and legally paid by it to the appropriate taxing authorities by sending official Tax receipts or notarized copies of such receipts to the Administrative Agent within 30 calendar days after payment of any applicable Tax, to the extent such receipts are issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agent. Upon request of any Lender, the Administrative Agent shall forward to such Lender a copy of such official receipt or a copy of such notarized copy of such receipt or other written proof of payment.