Common use of U.S. Taxes Clause in Contracts

U.S. Taxes. (a) The Company agrees to pay to each Bank that is not a U.S. Person such additional amounts as are necessary in order that the net payment of any amount due to such non-U.S. Person hereunder after deduction for or withholding in respect of any U.S. Taxes imposed with respect to such payment (or in lieu thereof, payment of such U.S. Taxes by such non-U.S. Person), will not be less than the amount stated herein to be then due and payable, provided that the foregoing obligation to pay such additional amounts shall not apply: (i) to any payment to any Bank hereunder unless such Bank is, on the date hereof (or on the date it becomes a Bank hereunder as provided in Section 11.06(b) hereof) and on the date of any change in the lending office of such Bank, either entitled to submit a Form 1001 (relating to such Bank and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or Form 4224 (relating to all interest to be received by such Bank hereunder in respect of the Loans); provided that it being understood that, if thereafter as a result of any change in law or regulation such Bank becomes unable to submit the Form previously submitted, the foregoing obligation to pay such additional amounts shall apply; or (ii) to any U.S. Taxes imposed solely by reason of the failure by such non-U.S. Person to comply with applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of such non-U.S. Person if such compliance is required by statute or regulation of the United States of America as a precondition to relief or exemption from such U.S. Taxes.

U.S. Taxes. (a) The Company agrees to pay to each Bank that is not a U.S. Person such additional amounts as are necessary in order that the net payment of any amount due to such non-U.S. Person hereunder after deduction for or withholding in respect of any U.S. Taxes imposed with respect to such payment (or in lieu thereof, payment of such U.S. Taxes by such non-U.S. Person), will not be less than the amount stated herein to be then due and payable, provided that the foregoing obligation to pay such additional amounts shall not apply: (i) to any payment to any Bank hereunder unless such Bank is, on the date hereof (or on the date it becomes a Bank hereunder as provided in Section 11.06(b) hereof) and on the date of any change in the lending office of such Credit Agreement 45 - 41 - Bank, either entitled to submit a Form 1001 (relating to such Bank and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or Form 4224 (relating to all interest to be received by such Bank hereunder in respect of the Loans); provided that it being understood that, if thereafter as a result of any change in law or regulation such Bank becomes unable to submit the Form previously submitted, the foregoing obligation to pay such additional amounts shall apply; or (ii) to any U.S. Taxes imposed solely by reason of the failure by such non-U.S. Person to comply with applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of such non-U.S. Person if such compliance is required by statute or regulation of the United States of America as a precondition to relief or exemption from such U.S. Taxes.

U.S. Taxes. (a) The Company agrees to pay to each Bank that is not a U.S. Person such additional amounts as are necessary in order that the net payment of any amount due to such non-U.S. Person hereunder after deduction for or withholding in respect of any U.S. Taxes Tax imposed with respect to such payment (or in lieu thereof, payment of such U.S. Taxes Tax by such non-U.S. Person), will not be less than the amount stated herein to be then due and payable, provided that the foregoing obligation to pay such additional amounts shall not apply: (i) to any payment to any a Bank hereunder unless such Bank is, on the date hereof (or on the date it becomes a Bank hereunder as provided in Section 11.06(b) hereof) and on the date of any change in the lending office Applicable Lending Office of such Bank, either entitled to submit a Form 1001 (relating to such Bank and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of Credit Agreement the Loans) or Form 4224 (relating to all interest to be received by such Bank hereunder in respect of the Loans); provided that it being understood that, if thereafter as a result of any change in law or regulation such Bank becomes unable to submit the Form previously submitted, the foregoing obligation to pay such additional amounts shall apply; or (ii) to any U.S. Taxes Tax imposed solely by reason of the failure by such non-U.S. Person to comply with applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of such non-U.S. Person if such compliance is required by statute or regulation of the United States of America as a precondition to relief or exemption from such U.S. TaxesTax.

U.S. Taxes. (a) The Company agrees Borrowers agree to pay to each Bank Lender that is not a U.S. Person such additional amounts as are necessary in order that the net payment of any amount due to such non-U.S. Person hereunder after deduction for or withholding in respect of any U.S. Taxes imposed with respect to such payment (or in lieu thereof, payment of such U.S. Taxes by such non-U.S. Person), will not be less than the amount stated herein to be then due and payable, provided that the foregoing obligation to pay such additional amounts shall not apply: (i) to any payment to any Bank Lender hereunder unless such Bank Lender is, on the date hereof (or on the date it becomes a Bank Lender hereunder as provided in Section 11.06(b12.06(b) hereof) and on the date of any change in the lending office Applicable Lending Office of such BankLender, either entitled to submit a Form 1001 (relating to such Bank Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or Form 4224 (relating to all interest to be received by such Bank Lender hereunder in respect of the Loans); provided that it being understood that, if thereafter as a result of any change in law or regulation such Bank becomes unable to submit the Form previously submitted, the foregoing obligation to pay such additional amounts shall apply; or (ii) to any U.S. Taxes imposed solely by reason of the failure by such non-U.S. Person (or, if such non-U.S. Person is not the beneficial owner of the relevant Loan, such beneficial owner) to comply with applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of such non-U.S. Person (or beneficial owner, as the case may be) if such compliance is required by statute or regulation of the United States of America as a precondition to relief or exemption from such U.S. Taxes.. Credit Agreement 79 - 74 -

U.S. Taxes. (a) The Company agrees to pay to each Bank Lender that is not a U.S. Person such additional amounts as are necessary in order that the net payment of any amount due to such non-U.S. Person hereunder after deduction for or withholding in respect of any U.S. Taxes Tax imposed with respect to such payment (or in lieu thereof, payment of such U.S. Taxes Tax by such non-U.S. Person), will not be less than the amount stated herein to be then due and payable, provided that the -------- foregoing obligation to pay such additional amounts shall not apply: (i) to any payment to any Bank a Lender hereunder unless such Bank isLender was, on the date hereof April 21, 1992 (or on the date it becomes a Bank hereunder Lender as provided in Section 11.06(b) hereof) and on the date of any change in the lending office Applicable Lending Office of such BankLender, either entitled to submit a Form 1001 (relating to such Bank Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or Form 4224 (relating to all interest to be received by such Bank Lender hereunder in respect of the Loans); provided that it being understood that, if thereafter as a result of any change in law or regulation such Bank becomes unable to submit the Form previously submitted, the foregoing obligation to pay such additional amounts shall apply; or (ii) to any U.S. Taxes Tax imposed solely by reason of the failure by such non-U.S. Person to comply with applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of such non-U.S. Person if such compliance is required by statute or regulation of the United States of America as a precondition to relief or exemption from such U.S. TaxesTax.

U.S. Taxes. (a) The Company Borrower agrees to pay to each Bank that is not a U.S. Person such additional amounts as are necessary in order that the net payment of any amount due to such any Bank that is a non-U.S. Person hereunder after deduction for or withholding in respect of any U.S. Taxes Tax imposed with respect to such payment (or in lieu thereof, payment of such U.S. Taxes Tax by such non-U.S. Person), will not be less than the amount stated herein to be then due and payable, provided that the foregoing obligation to pay such additional amounts shall not apply: (ia) to any payment to any a Bank hereunder unless such Bank is, on the date hereof (or on the date it becomes a Bank hereunder as provided in Section 11.06(b) 12.19 hereof) and on the date of any change in the lending office Applicable Lending Office of such Bank, either entitled to submit a Form 1001 (relating to such Bank and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or Form 4224 (relating to all interest to be received by such Bank hereunder in respect of the Loans); provided that it being understood that, if thereafter as a result of any change in law or regulation such Bank becomes unable to submit the Form previously submitted, the foregoing obligation to pay such additional amounts shall apply; or (iib) to any U.S. Taxes Tax imposed solely by reason of the failure by such non-U.S. Person to comply with applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of such non-U.S. Person if such compliance is required by statute or regulation of the United States of America as a precondition to relief or exemption from such U.S. Tax. For the purposes of this Section 3.5, "Form 1001" shall mean Form 1001 (Ownership, Exemption, or Reduced Rate Certificate) of the Department of the Treasury of the United States of America, "Form 4224" shall mean Form 4224 (Exemption from Withholding of Tax on Income Effectively Connected with the Conduct of a Trade or Business in the United States) of the Department of the Treasury of the United States of America (or in relation to either such Form such successor and related forms as may from time to time be adopted by the relevant taxing authorities of the United States of America to document a claim to which such Form relates), "U.S. Person" shall mean a citizen, national or resident of the United States of America, a corporation, partnership or other entity created or organized in or under any laws of the United States of America, or any estate or trust that is subject to Federal income taxation regardless of the source of its income and "U.S. Taxes" shall mean any present or future tax, assessment or other charge or levy imposed by or on behalf of the United States of America or any taxing authority thereof or therein. Within 30 days after paying any amount to the Agent or any Bank from which it is required by law to make any deduction or withholding, and within 30 days after it is required by law to remit such deduction or withholding to any relevant taxing or other authority, the Borrower shall deliver to the Agent for delivery to such non-U.S. Person evidence satisfactory to such Person of such deduction, withholding or payment (as the case may be). A certificate as to the amount of such increased cost or additional tax, submitted to the Borrower and the Agent by such Bank, shall be conclusive and binding for all purposes, absent manifest error.

U.S. Taxes. (a) The Company agrees to pay to each Bank Lender that is not a U.S. Person such additional amounts as are necessary in order that the net payment of any amount due to such non-U.S. Person hereunder after deduction for or withholding in respect of any U.S. Taxes Tax imposed with respect to such payment (or in lieu thereof, payment of such U.S. Taxes Tax by such non-U.S. Person), will not be less than the amount stated herein to be then due and payable, provided that the foregoing obligation to pay such additional amounts shall not apply: (i) to any payment to any Bank a Lender hereunder unless such Bank Lender is, on the date hereof (or on the date it becomes a Bank hereunder Lender as provided in Section 11.06(b12.06(b) hereof) and on the date of any change in the lending office Applicable Lending Office of such BankLender, either entitled to submit a Form 1001 W-BEN (relating to such Bank Lender and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Loans) or Form 4224 W-8ECI (relating to all interest to be received by such Bank Lender hereunder in respect of the Loans); provided that it being understood that, if thereafter as a result of any change in law or regulation such Bank becomes unable to submit the Form previously submitted, the foregoing obligation to pay such additional amounts shall apply; or (ii) to any U.S. Taxes Tax imposed solely by reason of the failure by such non-U.S. Person to comply with applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of such non-U.S. Person if such compliance is required by statute or regulation of the United States of America as a precondition to relief or exemption from such U.S. Taxes.Tax, unless such failure is due to a change in law, treaty or any official interpretation of any of the foregoing..