Common use of Taxes Expenses of Enforcement Etc Clause in Contracts

Taxes Expenses of Enforcement Etc. (a) Taxes. Each payment by any Guarantor hereunder or under any promissory note shall be made without withholding for any Taxes, unless such withholding is required by any law. If any Guarantor determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then such Guarantor may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by the Guarantor shall be increased as necessary so that, net of such withholding (including such withholding applicable to additional amounts payable under this Section), the applicable recipient receives the amount it would have received had no such withholding been made. (ii) In addition, such Guarantor shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law. (iii) As soon as practicable after any payment of Indemnified Taxes by any Guarantor to a Governmental Authority, such Guarantor shall deliver to the Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Agent. (iv) The Guarantors shall jointly and severally indemnify each recipient for any Indemnified Taxes that are paid or payable by such recipient in connection with any Loan Document (including amounts payable under this Section 17(a)) and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The indemnity under this Section 17(a) shall be paid within ten (10) days after the recipient delivers to any Guarantor a certificate stating the amount of any Indemnified Taxes so payable by such recipient and describing the basis for the indemnification claim. Such certificate shall be conclusive of the amount so payable absent manifest error. Such recipient shall deliver a copy of such certificate to the Agent. (v) If a recipient determines, in its sole discretion, exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 17(a) (including additional amounts paid pursuant to this Section 17(a)), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including any Taxes) of the applicable recipient and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of the applicable recipient, shall repay to such recipient the amount paid pursuant to this Section 17(a) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event the applicable recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 17(a), in no event will the applicable recipient be required to pay any amount to any indemnifying party pursuant to this Section 17(a) if such payment would place the applicable recipient in a less favorable position (on a net after-Tax basis) than such recipient would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This Section 17(a) shall not be construed to require the applicable recipient to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to the indemnifying party or any other Person.

Taxes Expenses of Enforcement Etc. (aA) Taxes. Each payment . (i) All payments by any Guarantor to or for the account of any Lender, the Issuing Bank, the Administrative Agent or any other Holder of Guaranteed Obligations hereunder or under any promissory note or application for a Letter of Credit shall be made free and clear of and without withholding deduction for any and all Taxes, unless such withholding is required by any law. If any Guarantor determinesshall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to any Lender, in its sole discretion exercised in good faiththe Issuing Bank, that it is so required to withhold Taxesthe Administrative Agent or any other Holder of Guaranteed Obligations, then such Guarantor may so withhold and shall timely pay (a) the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount sum payable by the Guarantor shall be increased as necessary so that, net of such withholding that after making all required deductions (including such withholding deductions applicable to additional amounts sums payable under this SectionSection 17(A)) such Lender, the applicable recipient Issuing Bank, the Administrative Agent or any other Holder of Guaranteed Obligations (as the case may be) receives an amount equal to the amount sum it would have received had no such withholding deductions been made, (b) such Guarantor shall make such deductions, (c) such Guarantor shall pay the full amount deducted to the relevant authority in accordance with applicable law and (d) such Guarantor shall furnish to the Administrative Agent the original copy of a receipt evidencing payment thereof within thirty (30) days after such payment is made. (ii) In addition, such Guarantor shall timely the Guarantors hereby agree to pay any present or future stamp or documentary taxes and any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or under any promissory note or application for a Letter of Credit or from the execution or delivery of, or otherwise with respect to, this Guaranty or any promissory note or application for a Letter of Credit (“Other Taxes to the relevant Governmental Authority in accordance with applicable lawTaxes”). (iii) As soon as practicable after any payment of Indemnified Taxes by any Guarantor to a Governmental Authority, such Guarantor shall deliver to the Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Agent. (iv) The Guarantors shall jointly hereby agree to indemnify the Administrative Agent, the Issuing Bank, each Lender and severally indemnify each recipient any other Holder of Guaranteed Obligations for the full amount of Taxes or Other Taxes (including, without limitation, any Indemnified Taxes that are paid or payable by such recipient in connection with any Loan Document (including Other Taxes imposed on amounts payable under this Section 17(a17(A)) paid by the Administrative Agent, the Issuing Bank, such Lender or such other Holder of Guaranteed Obligations and any reasonable expenses liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The indemnity Payments due under this Section 17(a) indemnification shall be paid made within ten thirty (1030) days after the recipient delivers to any Guarantor a certificate stating the amount of any Indemnified Taxes so payable by such recipient and describing the basis for the indemnification claim. Such certificate shall be conclusive of the amount so payable absent manifest error. Such recipient shall deliver a copy date the Administrative Agent, the Issuing Bank, such Lender or such other Holder of such certificate to the AgentGuaranteed Obligations makes demand therefor. (viv) If a recipient determinesBy accepting the benefits hereof, in its sole discretion, exercised in good faith, each Foreign Lender agrees that it has received a refund of any Taxes as to which it has been indemnified pursuant to this will comply with Section 17(a) (including additional amounts paid pursuant to this Section 17(a)), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including any Taxes2.17(e) of the applicable recipient and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of the applicable recipient, shall repay to such recipient the amount paid pursuant to this Section 17(a) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event the applicable recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 17(a), in no event will the applicable recipient be required to pay any amount to any indemnifying party pursuant to this Section 17(a) if such payment would place the applicable recipient in a less favorable position (on a net after-Tax basis) than such recipient would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This Section 17(a) shall not be construed to require the applicable recipient to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to the indemnifying party or any other PersonCredit Agreement.

Taxes Expenses of Enforcement Etc. (aA) Taxes. Each payment . (i) All payments by any Guarantor to or for the account of any Lender, any Issuing Bank, the Administrative Agent or any other Holder of Obligations hereunder or under any promissory note or application for a Letter of Credit shall be made free and clear of and without withholding deduction for any and all Taxes (other than Excluded Taxes, unless such withholding is required by any law). If any Guarantor determinesshall be required by law to deduct any Taxes (other than Excluded Taxes) from or in respect of any sum payable hereunder to any Lender, in its sole discretion exercised in good faithany Issuing Bank, that it is so required to withhold Taxesthe Administrative Agent or any other Holder of Obligations, then such Guarantor may so withhold and shall timely pay (a) the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount sum payable by the Guarantor shall be increased as necessary so that, net of such withholding that after making all required deductions (including such withholding deductions applicable to additional amounts sums payable under this SectionSection 18(A)) such Lender, any Issuing Bank, the applicable recipient Administrative Agent or any other Holder of Obligations (as the case may be) receives an amount equal to the amount sum it would have received had no such withholding deductions been made, (b) such Guarantor shall make such deductions, (c) such Guarantor shall pay the full amount deducted to the relevant authority in accordance with applicable law and (d) such Guarantor shall furnish to the Administrative Agent a copy of a receipt or other documentation reasonably satisfactory to the Administrative Agent evidencing payment thereof within thirty (30) days after such payment is made. (ii) In addition, such Guarantor shall timely the Guarantors hereby agree to pay any present or future stamp or documentary taxes and any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or from the execution or delivery of, or otherwise with respect to, this Guaranty (“Other Taxes to the relevant Governmental Authority in accordance with applicable lawTaxes”). (iii) As soon as practicable after any payment of Indemnified Taxes by any Guarantor to a Governmental Authority, such Guarantor shall deliver to the Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Agent. (iv) The Guarantors shall jointly hereby agree to indemnify the Administrative Agent, each Issuing Bank, each Lender and severally indemnify each recipient any other Holder of Obligations for the full amount of Taxes or Other Taxes (including, without limitation, any Indemnified Taxes that are paid or payable by such recipient in connection with any Loan Document (including Other Taxes imposed on amounts payable under this Section 17(a18(A), but in any event excluding all Excluded Taxes) paid by the Administrative Agent, such Issuing Bank, such Lender or such other Holder of Obligations and any reasonable expenses liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The indemnity Payments due under this Section 17(a) indemnification shall be paid made within ten thirty (1030) days after of the recipient delivers to any Guarantor date the Administrative Agent, such Issuing Bank, such Lender or such other Holder of Obligations makes demand therefor accompanied by a certificate stating the amount of any Indemnified Taxes so payable by such recipient and describing the basis for the indemnification claim. Such certificate shall be conclusive reasonably detailed calculation of the amount so payable absent manifest error. Such recipient shall deliver a copy of such certificate to the Agentdemanded. (viv) If a recipient determinesBy accepting the benefits hereof, in its sole discretion, exercised in good faith, each Foreign Lender agrees that it has received a refund of any Taxes as to which it has been indemnified pursuant to this will comply with Section 17(a2.17(d) and (including additional amounts paid pursuant to this Section 17(a)), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including any Taxesg) of the applicable recipient and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of the applicable recipient, shall repay to such recipient the amount paid pursuant to this Section 17(a) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event the applicable recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 17(a), in no event will the applicable recipient be required to pay any amount to any indemnifying party pursuant to this Section 17(a) if such payment would place the applicable recipient in a less favorable position (on a net after-Tax basis) than such recipient would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This Section 17(a) shall not be construed to require the applicable recipient to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to the indemnifying party or any other PersonCredit Agreement.

Taxes Expenses of Enforcement Etc. (aA) Taxes. Each payment (i) Any and all payments by any Guarantor of the Guarantors hereunder (whether in respect of principal, interest, fees or under any promissory note otherwise) shall be made free and clear of and without withholding deduction for any Taxesand all present or future taxes, unless such withholding is required by levies, imposts, deductions, charges or withholdings or any interest, penalties and liabilities with respect thereto including those arising after the date hereof as a result of the adoption of or any change in any law, treaty, rule, regulation, guideline or determination of a Governmental Authority or any change in the interpretation or application thereof by a Governmental Authority but excluding, in the case of each Lender and the Administrative Agent, such taxes (including income taxes, franchise taxes and branch profit taxes) as are imposed on or measured by such Lender's or the Administrative Agent's, as the case may be, net income by the United States of America or any Governmental Authority of the jurisdiction under the laws of which such Lender or the Administrative Agent, as the case may be, is organized (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings, and liabilities which the Administrative Agent or a Lender determines to be applicable to this Guaranty, the other Loan Documents, the Revolving Loan Commitments, the Loans or the Letters of Credit being hereinafter referred to as "TAXES"). If any Guarantor determinesshall be required by law to deduct or withhold any Taxes from or in respect of any sum payable hereunder to any Holder of Obligations, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then such Guarantor may so withhold and shall timely pay (i) the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount sum payable by the Guarantor shall be increased as may be necessary so that, net of such withholding that after making all required deductions or withholdings (including such withholding deductions applicable to additional amounts sums payable under this SectionSection 17(A), ) such Lender or Agent (as the applicable recipient case may be) receives an amount equal to the amount sum it would have received had no such withholding deductions or withholdings been made. , (ii) In addition, such the applicable Guarantor shall timely make such deductions or withholdings, and (iii) the applicable Guarantor shall pay any Other Taxes the full amount deducted or withheld to the relevant Governmental Authority taxation authority or other authority in accordance with applicable law. (iii) As soon as practicable after any payment of Indemnified Taxes by any Guarantor to a Governmental Authority, such Guarantor shall deliver to the Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Agent. (iv) The Guarantors shall jointly and severally indemnify each recipient for any Indemnified Taxes that are paid or payable by such recipient in connection with any Loan Document (including amounts payable under this Section 17(a)) and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The indemnity under this Section 17(a) shall be paid within ten (10) days after the recipient delivers to any Guarantor a certificate stating the amount of any Indemnified Taxes so payable by such recipient and describing the basis for the indemnification claim. Such certificate shall be conclusive of the amount so payable absent manifest error. Such recipient shall deliver a copy of such certificate to the Agent. (v) If a recipient determines, in its sole discretion, exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 17(a) (including additional amounts paid pursuant to this Section 17(a)), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including any Taxes) of the applicable recipient and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of the applicable recipient, shall repay to such recipient the amount paid pursuant to this Section 17(a) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event the applicable recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 17(a), in no event will the applicable recipient be required to pay any amount to any indemnifying party pursuant to this Section 17(a) if such payment would place the applicable recipient in a less favorable position (on a net after-Tax basis) than such recipient would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This Section 17(a) shall not be construed to require the applicable recipient to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to the indemnifying party or any other Person.with

Taxes Expenses of Enforcement Etc. (aA) Taxes. . (i) Each payment by any Guarantor hereunder or under any promissory note or application for a Letter of Credit shall be made without withholding for any Taxes, unless such withholding is required by any law. If any Guarantor determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then such Guarantor may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by the Guarantor shall be increased as necessary so that, net of such withholding (including such withholding applicable to additional amounts payable under this Section), the applicable recipient Recipient receives the amount it would have received had no such withholding been made. (ii) In addition, such Guarantor making a payment hereunder or under any promissory note or application for a Letter of Credit shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law. (iii) As soon as practicable after any payment of Indemnified Taxes by any Guarantor to a Governmental Authority, such Guarantor shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. (iv) The Guarantors shall jointly and severally indemnify each recipient Recipient for any Indemnified Taxes that are paid or payable by such recipient Recipient in connection with any Loan Document (including amounts payable under this Section 17(a18(A)) and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The indemnity under this Section 17(a18(A) shall be paid within ten (10) days after the recipient Recipient delivers to any Guarantor a certificate stating the amount of any Indemnified Taxes so payable by such recipient and describing the basis for the indemnification claimRecipient. Such certificate shall be conclusive of the amount so payable absent manifest error. Such recipient Recipient shall deliver a copy of such certificate to the Administrative Agent. In the case of any Lender making a claim under this Section 18(A) on behalf of any of its beneficial owners, an indemnity payment under this Section 18(A) shall be due only to the extent that such Lender is able to establish that, with respect to the applicable Indemnified Taxes, such beneficial owners supplied to the applicable Persons such properly completed and executed documentation necessary to claim any applicable exemption from, or reduction of, such Indemnified Taxes. (v) If a recipient determinesBy accepting the benefits hereof, in its sole discretion, exercised in good faith, each Lender agrees that it has received a refund of any Taxes as to which it has been indemnified pursuant to this will comply with Section 17(a) (including additional amounts paid pursuant to this Section 17(a)), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including any Taxes2.17(f) of the applicable recipient and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of the applicable recipient, shall repay to such recipient the amount paid pursuant to this Section 17(a) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event the applicable recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 17(a), in no event will the applicable recipient be required to pay any amount to any indemnifying party pursuant to this Section 17(a) if such payment would place the applicable recipient in a less favorable position (on a net after-Tax basis) than such recipient would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This Section 17(a) shall not be construed to require the applicable recipient to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to the indemnifying party or any other PersonCredit Agreement.

Taxes Expenses of Enforcement Etc. (aA) Taxes. Each payment . (i) All payments by any Guarantor to or for the account of any Holder of Guaranteed Obligations hereunder or under any promissory note Note shall be made free and clear of and without withholding or deduction for any Taxesand all present of future taxes, unless such withholding is required levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any lawgovernmental authority, including any interest, additions to tax or penalties applicable thereto (“Taxes”). If any Guarantor determines, in its sole discretion exercised in good faith, that it is so shall be required by law to withhold Taxesor deduct any Taxes from or in respect of any sum payable hereunder to any Holder of Guaranteed Obligations, then such Guarantor may so withhold and shall timely pay (a) the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount sum payable by the Guarantor shall be increased as necessary so that, net of such withholding that after making all required withholdings or deductions (including such withholding withholdings or deductions applicable to additional amounts sums payable under this SectionSection 18(A)) such Holder or Holder of Guaranteed Obligations, as the applicable recipient case may be, receives an amount equal to the amount sum it would have received had no such withholding withholdings or deductions been made, (b) such Guarantor shall make such withholdings or deductions, (c) such Guarantor shall pay the full amount withheld or deducted to the relevant authority in accordance with applicable law and (d) such Guarantor shall furnish to the Holders the original copy of a receipt evidencing payment thereof within 10 days after such payment is made. (ii) In addition, such Guarantor shall timely the Guarantors hereby agree to pay any present or future stamp or documentary taxes and any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or under any promissory note or from the execution or delivery of, or otherwise with respect to, this Guaranty or any promissory note (“Other Taxes to the relevant Governmental Authority in accordance with applicable lawTaxes”). (iii) As soon as practicable after any payment of Indemnified Taxes by any Guarantor to a Governmental Authority, such Guarantor shall deliver to the Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Agent. (iv) The Guarantors shall jointly and severally hereby agree to indemnify each recipient the Holder of Guaranteed Obligations for the full amount of Taxes or Other Taxes (including, without limitation, any Indemnified Taxes that are paid or payable by such recipient in connection with any Loan Document (including Other Taxes imposed on amounts payable under this Section 17(a18(A)) paid by any Holder or Holder of Guaranteed Obligations and any reasonable expenses liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The indemnity Payments due under this Section 17(a) indemnification shall be paid made within ten (10) 30 days after the recipient delivers to any Guarantor a certificate stating the amount of any Indemnified Taxes so payable by such recipient and describing the basis for the indemnification claim. Such certificate shall be conclusive of the amount so payable absent manifest error. Such recipient shall deliver a copy date the Holder of such certificate to the AgentGuaranteed Obligations makes demand therefor. (v) If a recipient determines, in its sole discretion, exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 17(a) (including additional amounts paid pursuant to this Section 17(a)), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including any Taxes) of the applicable recipient and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of the applicable recipient, shall repay to such recipient the amount paid pursuant to this Section 17(a) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event the applicable recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 17(a), in no event will the applicable recipient be required to pay any amount to any indemnifying party pursuant to this Section 17(a) if such payment would place the applicable recipient in a less favorable position (on a net after-Tax basis) than such recipient would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This Section 17(a) shall not be construed to require the applicable recipient to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to the indemnifying party or any other Person.

Taxes Expenses of Enforcement Etc. Subject to the exceptions in the Credit Agreement, (aA) Taxes. Each payment (i) any and all payments by any Guarantor of the Guarantors hereunder (whether in respect of principal, interest, fees or under any promissory note otherwise) shall be made free and clear of and without withholding deduction for any Taxesand all present or future taxes, unless such withholding is required by levies, imposts, deductions, charges or withholdings or any interest, penalties and liabilities with respect thereto including those arising after the date hereof as a result of the adoption of or any change in any law, treaty, rule, regulation, guideline or determination of a Governmental Authority or any change in the interpretation or application thereof by a Governmental Authority but excluding, in the case of each Lender and the Agent, such taxes (including income taxes, franchise taxes and branch profit taxes) as are imposed on or measured by such Lender's or the Agent's, as the case may be, net income by the United States of America or any Governmental Authority of the jurisdiction under the laws of which such Lender or the Agent, as the case may be, is organized (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings, and liabilities which the Agent or a Lender determines to be applicable to this Guaranty, the other Loan Documents, the Revolving Loan Commitments, the Loans or the Letters of Credit being hereinafter referred to as "TAXES"). If any Guarantor determinesshall be required by law to deduct or withhold any Taxes from or in respect of any sum payable hereunder to any Holder of Obligations, in its sole discretion exercised in good faith(i) the sum payable shall be increased as may be necessary so that after making all required deductions or withholdings (including deductions applicable to additional sums payable under this SECTION 17(A)) such Lender or Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions or withholdings been made, that it is so required to withhold Taxes(ii) the applicable Guarantor shall make such deductions or withholdings, then such and (iii) the applicable Guarantor may so withhold and shall timely pay the full amount of deducted or withheld Taxes to the relevant Governmental Authority taxation authority or other authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by the Guarantor shall be increased as necessary so that, net of such a withholding (including such withholding applicable to additional amounts payable under this Section), the applicable recipient receives the amount it would have received had no such withholding been made. (ii) In addition, such Guarantor shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law. (iii) As soon as practicable after any payment of Indemnified Taxes by any Guarantor to a Governmental Authority, such Guarantor shall deliver to the Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy tax of the return reporting such payment or other evidence United States of such payment reasonably satisfactory to the Agent. (iv) The Guarantors shall jointly and severally indemnify each recipient for any Indemnified Taxes that are paid or payable by such recipient in connection with any Loan Document (including amounts payable under this Section 17(a)) and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The indemnity under this Section 17(a) shall be paid within ten (10) days after the recipient delivers to any Guarantor a certificate stating the amount of any Indemnified Taxes so payable by such recipient and describing the basis for the indemnification claim. Such certificate shall be conclusive of the amount so payable absent manifest error. Such recipient shall deliver a copy of such certificate to the Agent. (v) If a recipient determines, in its sole discretion, exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 17(a) (including additional amounts paid pursuant to this Section 17(a)), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including any Taxes) of the applicable recipient and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of the applicable recipient, shall repay to such recipient the amount paid pursuant to this Section 17(a) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event the applicable recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 17(a), in no event will the applicable recipient be required to pay any amount to any indemnifying party pursuant to this Section 17(a) if such payment would place the applicable recipient in a less favorable position (on a net after-Tax basis) than such recipient would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This Section 17(a) shall not be construed to require the applicable recipient to make available its Tax returns (America or any other information relating Governmental Authority shall be or become applicable (y) after the date of this Guaranty, to its Taxes which it deems confidential) such payments by the applicable Guarantor made to the indemnifying party Lending Installation or any other Personoffice that a Lender may claim as its Lending Installation, or (z) after such Lender's selection and designation of any other Lending Installation, to such payments made to such other Lending Installation, such Lender shall use reasonable efforts to make, fund and maintain the affected Loans through another Lending Installation of such Lender in another jurisdiction so as to reduce the applicable Guarantor's liability hereunder, if the making, funding or maintenance of such Loans through such other Lending Installation of such Lender does not, in the judgment of such Lender, otherwise adversely affect such Loans, or obligations under the Revolving Loan Commitments of such Lender.