Common use of Taxes; Withholding Clause in Contracts

Taxes; Withholding. If any tax or other governmental charge shall become payable by or on behalf of the Custodian or the Depositary with respect to this ADR, any Deposited Securities represented by the ADSs evidenced hereby or any distribution thereon, such tax or other governmental charge shall be paid by the Holder hereof to the Depositary. The Depositary may refuse to effect any registration, registration of transfer, split-up or combination hereof or, subject to the first sentence of Paragraph (2), any withdrawal of such Deposited Securities until such payment is made. The Depositary may also deduct from any distributions on or in respect of Deposited Securities, or may sell by public or private sale for the account of the Holder hereof any part or all of such Deposited Securities (after attempting by reasonable means to notify the Holder hereof prior to such sale), and may apply such deduction or the proceeds of any such sale in payment of such tax or other governmental charge, the Holder and Beneficial Owner hereof remaining liable for any deficiency, and, if appropriate, shall reduce the number of ADSs evidenced hereby to reflect any such sales of Shares and shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such tax or other governmental charge to the Holder hereof. In connection with any distribution to Holders, the Company will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to such authority or agency by the Company; and the Depositary and the Custodian will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to such authority or agency by the Depositary or the Custodian. If the Depositary determines that any distribution in property other than cash (including Shares or rights) on Deposited Securities is subject to any tax that the Depositary or the Custodian is obligated to withhold, the Depositary may dispose of all or a portion of such property in such amounts and in such manner as the Depositary deems necessary and practicable to pay such taxes, by public or private sale, and the Depositary shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such taxes to the Holders entitled thereto.

Taxes; Withholding. If any tax or other governmental charge shall become payable by or on behalf of the Custodian or the Depositary with respect to this ADR, any Deposited Securities Property represented by the ADSs evidenced hereby or any distribution thereon, such tax or other governmental charge shall be paid by the Holder hereof to the Depositary. The Depositary shall, in accordance with applicable law, use commercially reasonable efforts to assist ADR Holders in the mitigation or reduction of any withholding tax imposed with respect to any ADR. The Depositary may refuse to effect any registration, registration of transfer, split-up or combination hereof or, subject to the first last sentence of Paragraph (paragraph 2), any withdrawal of such Deposited Securities Property until such payment is made. The Depositary may also deduct from any distributions on or in respect of Deposited SecuritiesProperty, or may sell by public or private sale for the account of the Holder hereof any part or all of such Deposited Securities Property (after attempting by reasonable means to notify the Holder hereof prior to such sale), and may apply such deduction or the proceeds of any such sale in payment of such tax or other governmental charge, the Holder and Beneficial Owner hereof remaining liable for any deficiency, and, if appropriate, shall reduce the number of ADSs evidenced hereby to reflect any such sales of Shares and shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such tax or other governmental charge to the Holder hereof. In connection with any distribution to Holders, the Company will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to such authority or agency by the Company; and the Depositary and the Custodian will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to such authority or agency by the Depositary or the Custodian. If the Depositary determines that any distribution in property other than cash (including Shares or rights) on Deposited Securities Property is subject to any tax that the Depositary or the Custodian is obligated to withhold, the Depositary may dispose of all or a portion of such property in such amounts and in such manner as the Depositary deems necessary and practicable to pay such taxes, by public or private sale, and the Depositary shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such taxes to the Holders entitled thereto. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, and each of their respective agents, officers, directors, employees and Affiliates for, and to hold each of them harmless from, any claims with respect to taxes (including applicable interest and penalties thereon) arising from any tax benefit obtained for such Holder and/or Beneficial Owner.

Taxes; Withholding. If any tax or other governmental charge shall become payable by or on behalf of the Custodian or the Depositary with respect to this ADR, any Deposited Securities represented by the ADSs evidenced hereby or any distribution thereon, such tax or other governmental charge shall be paid by the Holder hereof to the Depositary. The Depositary may refuse to effect any registration, registration of transfer, split-up or combination hereof or, subject to the first sentence of Paragraph paragraph (2), any withdrawal of such Deposited Securities until such payment is made. The Depositary may also deduct from any distributions on or in respect of Deposited Securities, or may sell by public or private sale for the account of the Holder hereof any part or all of such Deposited Securities (after attempting by reasonable means to notify the Holder hereof prior to such sale), and may apply such deduction or the proceeds of any such sale in payment of such tax or other governmental charge, the Holder and Beneficial Owner hereof remaining liable for any deficiency, and, if appropriate, shall reduce the number of ADSs evidenced hereby to reflect any such sales of Shares and shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such tax or other governmental charge to the Holder hereof. In connection with any distribution to Holders, the Company will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to such authority or agency by the Company; and the Depositary and the Custodian will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to such authority or agency by the Depositary or the Custodian. If the Depositary determines that any distribution in property other than cash (including Shares or rights) on Deposited Securities is subject to any tax that the Depositary or the Custodian is obligated to withhold, the Depositary may dispose of all or a portion of such property in such amounts and in such manner as the Depositary deems necessary and practicable to pay such taxes, by public or private sale, and the Depositary shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such taxes to the Holders entitled thereto.

Taxes; Withholding. If any tax or other governmental charge shall become payable by or on behalf of the Custodian or the Depositary with respect to this ADR, any Deposited Securities directly or indirectly represented by the ADSs evidenced hereby or any distribution thereon, such tax or other governmental charge shall be paid by the Holder hereof to the Depositary. The Depositary may refuse to effect any registration, registration of transfer, split-up or combination hereof or, subject to the first sentence of Paragraph (2), any withdrawal of such Deposited Securities until such payment is made. The Depositary may also deduct from any distributions on or in respect of Deposited Securities, or may sell by public or private sale for the account of the Holder hereof any part or all of such Deposited Securities (after attempting by reasonable means to notify the Holder hereof prior to such sale), and may apply such deduction or the proceeds of any such sale in payment of such tax or other governmental charge, the Holder and Beneficial Owner hereof remaining liable for any deficiency, and, if appropriate, shall reduce the number of ADSs evidenced hereby to reflect any such sales of Shares CDIs , and shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such tax or other governmental charge to the Holder hereof. In connection with any distribution to Holders, the Company will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to such authority or agency by the Company; and the Depositary and the Custodian will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to such authority or agency by the Depositary or the Custodian. If the Depositary determines that any distribution in property other than cash (including CDIs, Shares or rights) on Deposited Securities is subject to any tax that the Depositary or the Custodian is obligated to withhold, the Depositary may dispose of all or a portion of such property in such amounts and in such manner as the Depositary deems necessary and practicable to pay such taxes, by public or private sale, and the Depositary shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such taxes to the Holders entitled thereto.

Taxes; Withholding. Any and all payments by the Borrowers hereunder, under the Notes or the other Loan Documents shall be made, in accordance with the provisions of Article 3, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the Laws of which such Lender is organized or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrowers shall be required by Law to deduct any tax Taxes from or in respect of any sum payable hereunder or under any Note to any Lender or the Agent, (i) 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 3.9) such Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrowers shall make such deductions, and (iii) the Borrowers shall pay the full amount deducted to the relevant taxation authority or other governmental charge shall become payable by or on behalf of the Custodian or the Depositary authority in accordance with respect to this ADR, any Deposited Securities represented by the ADSs evidenced hereby or any distribution thereon, applicable Law. All such tax or other governmental charge Taxes shall be paid by the Holder hereof Borrowers prior to the Depositary. The Depositary may refuse to effect any registrationdate on which penalties attach thereto or interest accrues thereon; provided, registration of transferhowever, split-up or combination hereof orthat, subject to the first sentence of Paragraph (2), any withdrawal of such Deposited Securities until such payment is made. The Depositary may also deduct from any distributions on or in respect of Deposited Securities, or may sell by public or private sale for the account of the Holder hereof any part or all of such Deposited Securities (after attempting by reasonable means to notify the Holder hereof prior to such sale), and may apply such deduction or the proceeds of if any such sale in payment of such tax penalties or other governmental chargeinterest become due, the Holder and Beneficial Owner hereof remaining liable for any deficiency, and, if appropriate, Borrowers shall reduce the number of ADSs evidenced hereby to reflect any such sales of Shares and shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such tax or other governmental charge to the Holder hereof. In connection with any distribution to Holders, the Company will remit make prompt payment thereof to the appropriate governmental authority or agency all authority. The Borrowers shall indemnify each Lender for the full amount of such Taxes (including any Taxes on amounts (if anypayable under this Section 3.9) required to be withheld and owing to such authority or agency paid by the Company; Lender and the Depositary and the Custodian will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to such authority or agency by the Depositary or the Custodian. If the Depositary determines that any distribution in property other than cash liability (including Shares penalties, interest and expenses) arising therefrom or rightswith respect thereto, whether or not such Taxes were correctly or legally asserted. Any indemnification payment shall be made within thirty (30) on Deposited Securities is subject to any tax that days from the Depositary or date the Custodian is obligated to withhold, the Depositary may dispose of all or a portion of such property in such amounts and in such manner as the Depositary deems necessary and practicable to pay such taxes, by public or private sale, and the Depositary shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such taxes to the Holders entitled theretoLender makes written demand therefor.

Taxes; Withholding. Any and all payments by the Borrower hereunder, under the Revolving Credit Notes or the other Loan Documents shall be made, in accordance with the provisions of Section 2, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the Laws of which such Lender is organized or is doing business, or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by Law to deduct any tax Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender or the Agent: (i) 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 13.3) such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other governmental charge shall become payable by or on behalf of the Custodian or the Depositary authority in accordance with respect to this ADR, any Deposited Securities represented by the ADSs evidenced hereby or any distribution thereon, applicable Law. All such tax or other governmental charge Taxes shall be paid by the Holder hereof Borrower prior to the Depositary. The Depositary may refuse to effect any registrationdate on which penalties attach thereto or interest accrues thereon; provided, registration of transferthat, split-up or combination hereof or, subject to the first sentence of Paragraph (2), any withdrawal of such Deposited Securities until such payment is made. The Depositary may also deduct from any distributions on or in respect of Deposited Securities, or may sell by public or private sale for the account of the Holder hereof any part or all of such Deposited Securities (after attempting by reasonable means to notify the Holder hereof prior to such sale), and may apply such deduction or the proceeds of if any such sale in payment of such tax penalties or other governmental chargeinterest become due, the Holder and Beneficial Owner hereof remaining liable for any deficiency, and, if appropriate, Borrower shall reduce the number of ADSs evidenced hereby to reflect any such sales of Shares and shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such tax or other governmental charge to the Holder hereof. In connection with any distribution to Holders, the Company will remit make prompt payment thereof to the appropriate governmental authority or agency all authority. The Borrower shall indemnify each Lender for the full amount of such Taxes (including any Taxes on amounts (if anypayable under this Section 13.3(a) required to be withheld and owing to such authority or agency paid by the Company; Lender and the Depositary and the Custodian will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to such authority or agency by the Depositary or the Custodian. If the Depositary determines that any distribution in property other than cash liability (including Shares penalties, interest and expenses) arising therefrom or rightswith respect thereto, whether or not such Taxes were correctly or legally asserted. Any indemnification payment shall be made within thirty (30) on Deposited Securities is subject to any tax that days from the Depositary or date the Custodian is obligated to withhold, the Depositary may dispose of all or a portion of such property in such amounts and in such manner as the Depositary deems necessary and practicable to pay such taxes, by public or private sale, and the Depositary shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such taxes to the Holders entitled theretoLender makes written demand therefor.

Taxes; Withholding. If any tax All payments or other governmental charge shall become payable by or on behalf distributions of the Custodian Stock Options made hereunder or the Depositary with respect to this ADR, any Deposited Securities represented of shares of Common Stock covered by the ADSs evidenced hereby or any distribution thereon, such tax or other governmental charge Stock Options shall be paid by the Holder hereof to the Depositary. The Depositary may refuse to effect any registration, registration of transfer, split-up or combination hereof or, subject to the first sentence of Paragraph (2), any withdrawal of such Deposited Securities until such payment is made. The Depositary may also deduct from any distributions on or in respect of Deposited Securities, or may sell by public or private sale for the account of the Holder hereof any part or all of such Deposited Securities (after attempting by reasonable means to notify the Holder hereof prior to such sale), and may apply such deduction or the proceeds net of any such sale in payment of such tax or other governmental charge, the Holder and Beneficial Owner hereof remaining liable for any deficiency, and, if appropriate, shall reduce the number of ADSs evidenced hereby to reflect any such sales of Shares and shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such tax or other governmental charge to the Holder hereof. In connection with any distribution to Holders, the Company will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld pursuant to applicable federal, national, state, local or other applicable tax withholding requirements. The Company may require the Grantee to remit to it an amount sufficient to satisfy such tax withholding requirements prior to the delivery of any Stock Options or certificates for such shares of Common Stock. In lieu thereof, the Company shall have the right and owing is hereby authorized to withhold the amount of such taxes from any other sums due or to become due from such corporation or its Affiliates to the Grantee as the Company shall determine, and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for payment of such taxes. The Company may, in its discretion and subject to such authority or agency by the Company; and the Depositary and the Custodian will remit to the appropriate governmental authority or agency all amounts rules as it may adopt (if any) including any as may be required to be withheld and owing satisfy applicable tax and/or non-tax regulatory requirements), permit the Grantee to such authority or agency by the Depositary or the Custodian. If the Depositary determines that any distribution in property other than cash (including Shares or rights) on Deposited Securities is subject to any tax that the Depositary or the Custodian is obligated to withhold, the Depositary may dispose of pay all or a portion of the federal, national, state, local or other applicable withholding taxes arising in connection with the Stock Options or shares of Common Stock by electing to have the Company withhold shares of Common Stock having a Fair Market Value equal to the amount to be withheld, provided that such property withholding shall only be at rates required by applicable statutes or regulations. Fractional share amounts shall be settled in such amounts cash. The Grantee is solely responsible and liable for the satisfaction of all taxes and penalties that may arise in such manner as connection with the Depositary deems necessary Stock Options and practicable this Agreement (including, without limitation, any taxes arising under Sections 409A and 457A of the Code) and the Company shall not have any obligation to pay indemnify or otherwise hold the Grantee from any or all of such taxes. The Board shall have the discretion, by public or private salenotwithstanding anything to the contrary in this Agreement, to unilaterally modify this Agreement and the Depositary shall distribute Stock Options in a manner that conforms with the net proceeds requirements of any such sale or Sections 409A and 457A of the balance of any such property after deduction of such taxes Code (to the Holders entitled theretoextent applicable). The Board shall have the sole discretion to interpret the requirements of the Code, including, without limitation, Sections 409A and 457A, for purposes of this Agreement and the Stock Options. To the extent applicable, this Agreement and the Stock Options shall be interpreted in accordance with Sections 409A and 457A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder. Notwithstanding any provision of this Agreement to the contrary, in the event that the Board determines that this Agreement and the Stock Options granted hereunder may be subject to Section 409A or 457A of the Code, the Board may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Board determines are necessary or appropriate to (a) exempt this Agreement and the Stock Options granted hereunder from Sections 409A and 457A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Stock Options, or (b) comply with the requirements of Sections 409A and 457A of the Code and related Department of Treasury guidance and thereby avoid the application of penalty taxes under Sections 409A and 457A of the Code.

Taxes; Withholding. If The Indenture Trustee agrees, to ------------------ the extent required by applicable law, to withhold from each payment due hereunder or under any tax or other governmental charge shall become payable by or on behalf of Equipment Note, United States withholding taxes at the Custodian or the Depositary with respect to this ADR, any Deposited Securities represented by the ADSs evidenced hereby or any distribution thereon, such tax or other governmental charge shall be paid by the Holder hereof to the Depositary. The Depositary may refuse to effect any registration, registration of transfer, split-up or combination hereof or, subject to the first sentence of Paragraph (2), any withdrawal of such Deposited Securities until such payment is made. The Depositary may also deduct from any distributions on or in respect of Deposited Securities, or may sell by public or private sale for the account of the Holder hereof any part or all of such Deposited Securities (after attempting by reasonable means to notify the Holder hereof prior to such sale), and may apply such deduction or the proceeds of any such sale in payment of such tax or other governmental charge, the Holder and Beneficial Owner hereof remaining liable for any deficiencyappropriate rate, and, on a timely basis, to deposit such amounts with an authorized depository and make such filings and other reports in connection therewith, and in the manner required under applicable law. The Indenture Trustee shall promptly furnish to each Noteholder that is a Non-U.S. Person (as defined below) (but in no event later than the date 30 days after the due date thereof) a U.S. Treasury Form 1042S (or similar forms as at any relevant time in effect), if appropriateapplicable, shall reduce the number of ADSs evidenced hereby to reflect any such sales of Shares and shall distribute the net proceeds indicating payment in full of any Taxes withheld from any payments by the Indenture Trustee to such sale persons together with all such other information and documents reasonably requested by the Noteholder and necessary or appropriate to enable each Noteholder to substantiate a claim for credit or deduction with respect thereto for income tax purposes of the balance country where each Noteholder is located. In the case of a Noteholder that is a Non-U.S. Person (as defined below), the Noteholder shall provide the Indenture Trustee with such forms and other documentation (collectively, "Tax Forms") as may be necessary or desirable to enable such Noteholder to claim an exemption from, or reduced rate of, such taxes and provided that such Noteholder has furnished the Indenture Trustee with the requested Tax Forms and has not notified the Indenture Trustee of the withdrawal or inaccuracy of any such property after deduction of such tax or other governmental charge Tax Forms prior to the Holder hereof. In connection with any distribution to Holdersdate of each interest payment, only the Company will remit to the appropriate governmental authority or agency all amounts reduced amount (if any) required to by applicable law or treaty shall be withheld from payments under the Equipment Notes held by such Noteholder. Provided that each Noteholder that is a Non-U.S. Person has furnished to the Indenture Trustee either (x) a properly completed and owing to currently effective U.S. Treasury Form 1001 or U.S. Treasury Form W-8 (or such authority or agency successor forms as may be required by the Company; United States Treasury Department establishing a complete exemption from or a reduced rate of United States federal withholding Taxes) during the calendar year in which the payment is made or in either of the two preceding calendar years (or such longer or shorter period as may be required by the United States Treasury Department), and has not notified the Depositary and Indenture Trustee of the Custodian will remit withdrawal of such Form prior to the appropriate governmental authority date of each interest payment, or agency all amounts (if anyy) a properly completed and currently effective U.S. Treasury Form 4224 (or such successor form as may be required by the United States Treasury Department) or other certificate or form establishing a complete exemption from or a reduced rate of United States federal withholding Taxes during each calendar year before the first payment for the year is made and has not notified the Indenture Trustee of the withdrawal of such Form or certificate prior to the date of each interest payment, then no amount or only one reduced amount required by applicable law shall be withheld from payments under the Equipment Notes held by such Noteholder in respect to United States federal income tax. In the case of a Noteholder that is not a Non-U.S. Person that has furnished to the Indenture Trustee a properly completed and owing to currently effective U.S. Treasury Form W-9, no amount shall be withheld from payments under the Equipment Notes held by such authority Noteholder in respect of United States federal income tax. If any Noteholder has notified the Indenture Trustee that any of the foregoing forms or agency by certificates is withdrawn or inaccurate, or if the Depositary Internal Revenue Code or the Custodian. If the Depositary determines that any distribution in property other than cash (including Shares or rights) on Deposited Securities is subject to any tax that the Depositary regulations thereunder or the Custodian administrative interpretation thereof are at any time after the date hereof amended to require such withholding of United States federal income taxes from payments under the Equipment Notes held by such Noteholder, or if such withholding is obligated to withholdotherwise required, the Depositary may dispose of all or Indenture Trustee agrees to withhold from each payment due to the relevant Noteholder withholding taxes at the appropriate rate under applicable law, and will, as more fully provided above, on a portion of such property in timely basis, deposit such amounts with an authorized depository and make such reports, filings and other reports in connection therewith, and in the manner required under applicable law. For the purpose hereof, a "Non-U.S. Person" is a person who is not a "United States Person" as such manner as term is defined in Section 7701(a)(30) of the Depositary deems necessary and practicable to pay such taxes, by public or private sale, and the Depositary shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such taxes to the Holders entitled theretoCode.

Taxes; Withholding. All payments made by any Obligor under this Agreement and the Loan Documents shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, assessments, imposts, deductions, charges, or withholdings imposed by any foreign, federal, provincial, state, local or other jurisdiction or any Governmental Authority thereof or political subdivision or taxing authority therein, excluding taxes imposed on the net income or the capital of the Lender (all such non-excluded taxes being hereinafter called “Taxes”). If any tax or other governmental charge shall become payable by or on behalf of the Custodian or the Depositary with respect to this ADR, any Deposited Securities represented by the ADSs evidenced hereby or any distribution thereon, such tax or other governmental charge shall be paid by the Holder hereof to the Depositary. The Depositary may refuse to effect any registration, registration of transfer, split-up or combination hereof or, subject to the first sentence of Paragraph (2), any withdrawal of such Deposited Securities until such payment is made. The Depositary may also deduct from any distributions on or in respect of Deposited Securities, or may sell by public or private sale for the account of the Holder hereof any part or all of such Deposited Securities (after attempting by reasonable means to notify the Holder hereof prior to such sale), and may apply such deduction or the proceeds of any such sale in payment of such tax or other governmental charge, the Holder and Beneficial Owner hereof remaining liable for any deficiency, and, if appropriate, shall reduce the number of ADSs evidenced hereby to reflect any such sales of Shares and shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such tax or other governmental charge to the Holder hereof. In connection with any distribution to Holders, the Company will remit to the appropriate governmental authority or agency all amounts (if any) Taxes are required to be withheld and owing to such authority or agency by the Company; and the Depositary and the Custodian will remit from any amounts so payable to the appropriate governmental authority Lender hereunder or agency under any Loan Documents the amounts so payable shall be increased to the extent necessary to yield to the recipient (after payment of all Taxes) interest or any such other amounts (if any) payable hereunder at the rates or in the amounts specified in this Agreement or any other Loan Documents. If any Obligor is required by Applicable Law to make any deduction or withholding on account of any Taxes or other amount from any sum paid or expressed to be withheld and owing payable to such authority the Lender under this Agreement or agency by any other Loan Document, then: (i) the Depositary or Borrower shall notify the Custodian. If the Depositary determines that any distribution in property other than cash (including Shares or rights) on Deposited Securities is subject to any tax that the Depositary or the Custodian is obligated to withhold, the Depositary may dispose of all or a portion of such property in such amounts and in such manner as the Depositary deems necessary and practicable to pay such taxes, by public or private sale, and the Depositary shall distribute the net proceeds Lender of any such sale requirement or any change in any such requirement as soon as it becomes aware of it; (ii) such Obligor shall pay any such Taxes or other amount before the balance date on which penalties attached thereto become due and payable; (iii) the sum payable by such Obligor in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, the recipient receives on the due date and retains (free from any liability in respect of any such property deduction, withholding or payment) a sum equal to that which it would have received and so retained had no such deduction, withholding or payment been required or made; and (iv) within thirty (30) days after payment of any sum from which such Obligor is required by Applicable Law to make any deduction or withholding, and within thirty (30) days after the due date of such taxes to the Holders entitled thereto.payment of any Taxes or other amount which it is required by clause

Taxes; Withholding. If any tax or other governmental charge shall become payable by or on behalf of the Custodian or the Depositary with respect to this ADR, any Deposited Securities Property represented by the ADSs evidenced hereby or any distribution thereon, such tax or other governmental charge shall be paid by the Holder hereof to the Depositary. The Depositary shall, in accordance with applicable law, use commercially reasonable efforts to assist ADR Holders in the mitigation or reduction of any withholding tax imposed with respect to any ADR. The Depositary may refuse to effect any registration, registration of transfer, split-up or combination hereof or, subject to the first last sentence of Paragraph paragraph (2), any withdrawal of such Deposited Securities Property until such payment is made. The Depositary may also deduct from any distributions on or in respect of Deposited SecuritiesProperty, or may sell by public or private sale for the account of the Holder hereof any part or all of such Deposited Securities Property (after attempting by reasonable means to notify the Holder hereof prior to such sale), and may apply such deduction or the proceeds of any such sale in payment of such tax or other governmental charge, the Holder and Beneficial Owner hereof remaining liable for any deficiency, and, if appropriate, shall reduce the number of ADSs evidenced hereby to reflect any such sales of Shares and shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such tax or other governmental charge to the Holder hereof. In connection with any distribution to Holders, the Company will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to such authority or agency by the Company; and the Depositary and the Custodian will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to such authority or agency by the Depositary or the Custodian. If the Depositary determines that any distribution in property other than cash (including Shares or rights) on Deposited Securities Property is subject to any tax that the Depositary or the Custodian is obligated to withhold, the Depositary may dispose of all or a portion of such property in such amounts and in such manner as the Depositary deems necessary and practicable to pay such taxes, by public or private sale, and the Depositary shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such taxes to the Holders entitled thereto. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, and each of their respective agents, officers, directors, employees and Affiliates for, and to hold each of them harmless from, any claims with respect to taxes (including applicable interest and penalties thereon) arising from any tax benefit obtained for such Holder and/or Beneficial Owner.

Taxes; Withholding. Any and all payments by the Borrower hereunder, under the Notes or the other Loan Documents shall be made, in accordance with the provisions of Section 2, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, EXCLUDING, in the case of each Lender, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the Laws of which such Lender is organized or any political subdivision thereof (all such non-excluded 62 63 taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by Law to deduct any tax Taxes from or in respect of any sum payable hereunder or under any Note to any Lender or the Agent, (i) 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 13.3) such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other governmental charge shall become payable by or on behalf of the Custodian or the Depositary authority in accordance with respect to this ADR, any Deposited Securities represented by the ADSs evidenced hereby or any distribution thereon, applicable Law. All such tax or other governmental charge Taxes shall be paid by the Holder hereof Borrower prior to the Depositary. The Depositary may refuse to effect any registrationdate on which penalties attach thereto or interest accrues thereon; PROVIDED, registration of transferHOWEVER, split-up or combination hereof orthat, subject to the first sentence of Paragraph (2), any withdrawal of such Deposited Securities until such payment is made. The Depositary may also deduct from any distributions on or in respect of Deposited Securities, or may sell by public or private sale for the account of the Holder hereof any part or all of such Deposited Securities (after attempting by reasonable means to notify the Holder hereof prior to such sale), and may apply such deduction or the proceeds of if any such sale in payment of such tax penalties or other governmental chargeinterest become due, the Holder and Beneficial Owner hereof remaining liable for any deficiency, and, if appropriate, Borrower shall reduce the number of ADSs evidenced hereby to reflect any such sales of Shares and shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such tax or other governmental charge to the Holder hereof. In connection with any distribution to Holders, the Company will remit make prompt payment thereof to the appropriate governmental authority authority. The Borrower shall indemnify each Lender for the full amount of such Taxes (including any Taxes on amounts payable under this Section 13.3(a) paid by the Lender and any liability (including penalties, interest and expenses) arising therefrom or agency all amounts with respect thereto, whether or not such Taxes were correctly or legally asserted. Any indemnification payment shall be made within thirty (if any30) required days from the date the Lender makes written demand therefor. In the event that there is duplication in the payment of such Taxes by Borrower, Agent and Lenders shall use their best efforts to cause such duplicative payments to be withheld and owing remitted to such authority or agency by the Company; and the Depositary and the Custodian will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to such authority or agency by the Depositary or the Custodian. If the Depositary determines that any distribution in property other than cash (including Shares or rights) on Deposited Securities is subject to any tax that the Depositary or the Custodian is obligated to withhold, the Depositary may dispose of all or a portion of such property in such amounts and in such manner Borrower as the Depositary deems necessary and practicable to pay such taxes, by public or private sale, and the Depositary shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such taxes to the Holders entitled theretosoon as practicable.

Taxes; Withholding. Any and all payments by the Borrower hereunder, under the Notes or the other Loan Documents shall be made, in accordance with the provisions of Section 2, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, EXCLUDING, in the case of each Bank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the Laws of which such Bank is organized or is doing business, or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by Law to deduct any tax Taxes from or in respect of any sum payable hereunder or under any Note to any Bank or the Agent: (i) 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 13.3) such Bank receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other governmental charge shall become payable by or on behalf of the Custodian or the Depositary authority in accordance with respect to this ADR, any Deposited Securities represented by the ADSs evidenced hereby or any distribution thereon, applicable Law. All such tax or other governmental charge Taxes shall be paid by the Holder hereof Borrower prior to the Depositary. The Depositary may refuse to effect any registrationdate on which penalties attach thereto or interest accrues thereon; PROVIDED, registration of transferHOWEVER, split-up or combination hereof orthat, subject to the first sentence of Paragraph (2), any withdrawal of such Deposited Securities until such payment is made. The Depositary may also deduct from any distributions on or in respect of Deposited Securities, or may sell by public or private sale for the account of the Holder hereof any part or all of such Deposited Securities (after attempting by reasonable means to notify the Holder hereof prior to such sale), and may apply such deduction or the proceeds of if any such sale in payment of such tax penalties or other governmental chargeinterest become due, the Holder and Beneficial Owner hereof remaining liable for any deficiency, and, if appropriate, Borrower shall reduce the number of ADSs evidenced hereby to reflect any such sales of Shares and shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such tax or other governmental charge to the Holder hereof. In connection with any distribution to Holders, the Company will remit make prompt payment thereof to the appropriate governmental authority or agency all authority. The Borrower shall indemnify each Bank for the full amount of such Taxes (including any Taxes on amounts (if anypayable under this Section 13.3(a) required to be withheld and owing to such authority or agency paid by the Company; Bank and the Depositary and the Custodian will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to such authority or agency by the Depositary or the Custodian. If the Depositary determines that any distribution in property other than cash liability (including Shares penalties, interest and expenses) arising therefrom or rightswith respect thereto, whether or not such Taxes were correctly or legally asserted. Any indemnification payment shall be made within thirty (30) on Deposited Securities is subject to any tax that days from the Depositary or date the Custodian is obligated to withhold, the Depositary may dispose of all or a portion of such property in such amounts and in such manner as the Depositary deems necessary and practicable to pay such taxes, by public or private sale, and the Depositary shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such taxes to the Holders entitled theretoBank makes written demand therefor.

Taxes; Withholding. If any tax or other governmental charge shall become payable by or on behalf of the Custodian or the Depositary with respect to this ADR, any Deposited Securities represented by the ADSs evidenced hereby or any distribution thereon, such tax or other governmental charge shall be paid by the Holder hereof to the Depositary. The Depositary may refuse to effect any registration, registration of transfer, split-up or combination hereof or, subject to the first last sentence of Paragraph paragraph (2), any withdrawal of such Deposited Securities until such payment is made. The Depositary may also deduct from any distributions on or in respect of Deposited Securities, or may sell by public or private sale for the account of the Holder hereof any part or all of such Deposited Securities (after attempting by reasonable means to notify the Holder hereof prior to such sale), and may apply such deduction or the proceeds of any such sale in payment of such tax or other governmental charge, the Holder and Beneficial Owner hereof remaining liable for any deficiency, and, if appropriate, shall reduce the number of ADSs evidenced hereby to reflect any such sales of Shares and shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such tax or other governmental charge to the Holder hereof. In connection with any distribution to Holders, the Company will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to such authority or agency by the Company; and the Depositary and the Custodian will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to such authority or agency by the Depositary or the Custodian. If the Depositary determines that any distribution in property other than cash (including Shares or rights) on Deposited Securities is subject to any tax that the Depositary or the Custodian is obligated to withhold, the Depositary may dispose of all or a portion of such property in such amounts and in such manner as the Depositary deems necessary and practicable to pay such taxes, by public or private sale, and the Depositary shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such taxes to the Holders entitled thereto.

Taxes; Withholding. Any and all payments by the Borrower hereunder, under the Revolving Credit Notes or the Term Note or the other Loan Documents shall be made, in accordance with the provisions of Section 2, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, EXCLUDING, in the case of each Lender and the Designated Letter of Credit Issuer taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the Laws of which such Lender is organized or is doing business, or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by Law to deduct any tax Taxes from or in respect of any sum payable hereunder or under any Note to any Lender, the Designated Letter of Credit Issuer or the Administrative Agent: (i) 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 14.3) such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other governmental charge shall become payable by or on behalf of the Custodian or the Depositary authority in accordance with respect to this ADR, any Deposited Securities represented by the ADSs evidenced hereby or any distribution thereon, applicable Law. All such tax or other governmental charge Taxes shall be paid by the Holder hereof Borrower prior to the Depositary. The Depositary may refuse to effect any registrationdate on which penalties attach thereto or interest accrues thereon; PROVIDED, registration of transferHOWEVER, split-up or combination hereof orthat, subject to the first sentence of Paragraph (2), any withdrawal of such Deposited Securities until such payment is made. The Depositary may also deduct from any distributions on or in respect of Deposited Securities, or may sell by public or private sale for the account of the Holder hereof any part or all of such Deposited Securities (after attempting by reasonable means to notify the Holder hereof prior to such sale), and may apply such deduction or the proceeds of if any such sale in payment of such tax penalties or other governmental chargeinterest become due, the Holder and Beneficial Owner hereof remaining liable for any deficiency, and, if appropriate, Borrower shall reduce the number of ADSs evidenced hereby to reflect any such sales of Shares and shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such tax or other governmental charge to the Holder hereof. In connection with any distribution to Holders, the Company will remit make prompt payment thereof to the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to such authority or agency by authority. The Borrower shall indemnify the Company; Administrative Agent, each Lender and the Depositary Designated Letter of Credit Issuer for the full amount of such Taxes (including any Taxes on amounts payable under this Section 14.3(a) paid by such Lender, the Designated Letter of Credit Issuer and the Custodian will remit to Administrative Agent and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally asserted. Any indemnification payment shall be made within thirty (30) days from the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to date such authority or agency by Lender, the Depositary Designated Letter of Credit Issuer or the CustodianAdministrative Agent makes written demand therefor. If the Depositary determines that any distribution in property other than cash (including Shares or rights) on Deposited Securities is subject to any tax that the Depositary or the Custodian is obligated to withhold, the Depositary may dispose of all or a portion of such property in such amounts and in such manner as the Depositary deems necessary and practicable to pay such taxes, by public or private sale, and the Depositary shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such taxes to the Holders entitled thereto.108 115

Taxes; Withholding. Any and all payments by the Borrowers hereunder, under the Notes or the other Loan Documents shall be made, in accordance with the provisions of Section 2, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Bank, Designated Swing Line Lender and Designated Letter of Credit Issuer taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the Laws of which such Bank is organized or is doing business, or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrowers shall be required by Law to deduct any tax Taxes from or in respect of any sum payable hereunder or under any Note to any Bank, any Designated Swing Line Lender, any Designated Letter of Credit Issuer or any Administrative Agent: (i) 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 13.3) such Bank receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrowers shall make such deductions and (iii) the Borrowers shall pay the full amount deducted to the relevant taxation authority or other governmental charge shall become payable by or on behalf of the Custodian or the Depositary authority in accordance with respect to this ADR, any Deposited Securities represented by the ADSs evidenced hereby or any distribution thereon, applicable Law. All such tax or other governmental charge Taxes shall be paid by the Holder hereof Borrowers prior to the Depositary. The Depositary may refuse to effect any registrationdate on which penalties attach thereto or interest accrues thereon; provided, registration of transferhowever, split-up or combination hereof orthat, subject to the first sentence of Paragraph (2), any withdrawal of such Deposited Securities until such payment is made. The Depositary may also deduct from any distributions on or in respect of Deposited Securities, or may sell by public or private sale for the account of the Holder hereof any part or all of such Deposited Securities (after attempting by reasonable means to notify the Holder hereof prior to such sale), and may apply such deduction or the proceeds of if any such sale in payment of such tax penalties or other governmental chargeinterest become due, the Holder and Beneficial Owner hereof remaining liable for any deficiency, and, if appropriate, Borrowers shall reduce the number of ADSs evidenced hereby to reflect any such sales of Shares and shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such tax or other governmental charge to the Holder hereof. In connection with any distribution to Holders, the Company will remit make prompt payment thereof to the appropriate governmental authority or agency all amounts (if any) required to be withheld authority. The Borrowers shall indemnify each of the Administrative Agents and owing to each Bank, Designated Swing Line Lender, Designated Letter of Credit Issuer for the full amount of such authority or agency by the Company; and the Depositary and the Custodian will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to such authority or agency by the Depositary or the Custodian. If the Depositary determines that any distribution in property other than cash Taxes (including Shares any Taxes on amounts payable under this Section 13.3(a) paid by such Bank, Designated Swing Line Lender, Designated Letter of Credit Issuer and any Administrative Agent and any liability (including penalties, interest and expenses) arising therefrom or rightswith respect thereto, whether or not such Taxes were correctly or legally asserted. Any indemnification 113 123 payment shall be made within thirty (30) on Deposited Securities is subject to any tax that days from the Depositary date such Bank, Designated Swing Line Lender, Designated Letter of Credit Issuer or the Custodian is obligated to withhold, the Depositary may dispose of all or a portion of such property in such amounts and in such manner as the Depositary deems necessary and practicable to pay such taxes, by public or private sale, and the Depositary shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such taxes to the Holders entitled theretoAdministrative Agent makes written demand therefor.