Increased Costs; Indemnities. Notwithstanding anything to the contrary contained elsewhere in this Agreement, upon any purchase of participations as required above, (a) each Lender which has purchased such participations shall be entitled to receive from the Borrowers any increased costs and indemnities directly from Borrowers to the same extent as if it were the direct Lender as opposed to a participant therein and (b) each Lender which has sold such participations shall be entitled to receive from the Borrowers indemnification from and against any and all Taxes imposed as a result of the sale of the participations pursuant to this Article XII. Each Borrower acknowledges and agrees that, upon the occurrence of a Sharing Event and after giving effect to the requirements of this Article XII, increased Taxes may be owing by it pursuant to Section 2.20, which Taxes shall be paid (to the extent provided in Section 2.20) by the respective Borrower or Borrowers, without any claim that the increased Taxes are not payable because same resulted from the participations effected as otherwise required by this Article XII.
Increased Costs; Indemnities. Notwithstanding anything to the contrary contained elsewhere in this Agreement, upon any purchase of participations as required above, (a) each Lender which has purchased such participations shall be entitled to receive from the Borrowers any increased costs and indemnities (including, without limitation, pursuant to Section 2.15, 2.16, 2.17, 2.18 and 9.5) directly from the Borrowers to the same extent as if it were the direct Lender as opposed to a participant therein and (b) each Lender which has sold such participations shall be entitled to receive from the Borrowers indemnification from and against any and all Taxes imposed as a result of the sale of the participations pursuant to this Article XII. Each Borrower acknowledges and agrees that, upon the occurrence of a Sharing Event and after giving effect to the requirements of this Article XII, increased Taxes may be owing by it pursuant to Section 2.18, which Taxes shall be paid (to the extent provided in Section 2.18) by the respective Borrower or Borrowers, without any claim that the increased Taxes are not payable because same resulted from the participations effected as otherwise required by this Article XII. Upon the request of a Borrower, each Lender agrees, at such Borrower’s expense, to file such tax forms and take such other actions as may be reasonably requested by such Borrower in order to reduce or eliminate the Taxes paid or reimbursed by such Borrower pursuant to this Section 12.7 or to obtain a refund of all or a portion of such Taxes.
Increased Costs; Indemnities. 130 12.8 Provisions Solely to Effect Intercreditor Agreement........................................... 130 SCHEDULES Schedule 1.1A Form of Account Designation Letter Schedule 1.1C Existing Letters of Credit Schedule 2.1(a) Lenders and Commitments Schedule 2.1(b)(i) Form of Notice of Borrowing Schedule 2.1(e) Form of U.S. Revolving Note Schedule 2.2(e) Form of Canadian Revolving Note Schedule 2.3(d) Form of Term Note Schedule 2.4(d) Form of U.S. Swingline Note Schedule 2.4-A(h) Form of Canadian Swingline Note Schedule 2.7 Form of Notice of Extension/Conversion Schedule 2.18 Form of Tax Exempt Certificate Schedule 3.9 Insurance Schedule 3.11 Burdensome Restrictions Schedule 3.13 Subsidiaries Schedule 3.15 ERISA Matters Schedule 3.16 Intellectual Property Matters Schedule 3.17 Ownership of Property; Liens Schedule 3.18 Existing Indebtedness Schedule 3.20 Labor Matters Schedule 3.21 Payment Restrictions Schedule 3.26(a)-(e) Business Locations Schedule 5.7(c) Form of Officer's Compliance Certificate Schedule 5.10 Form of Joinder Agreement Schedule 5.12 Mortgaged Properties Schedule 6.2 Existing Liens Schedule 6.10 Existing Investments Schedule 9.2 Notices Addresses; Lender's Lending Offices Schedule 9.6(c) Form of Commitment Transfer Supplement EXHIBIT 4.2 CREDIT AGREEMENT THIS CREDIT AGREEMENT, dated as of June 6, 2005 (the "Credit Agreement"), is by and among ROCK-TENN COMPANY, a Georgia corporation (the "Company"), ROCK-TENN COMPANY OF CANADA, a Nova Scotia unlimited liability company (the "Canadian Borrower," and, together with the Company, the "Borrowers"), those Domestic Subsidiaries of the Company identified as "U.S. Guarantors" on the signature pages hereto and such other Domestic Subsidiaries of the Company that hereafter become parties hereto (collectively, the "U.S. Guarantors"), those Subsidiaries of the Canadian Borrower identified as "Canadian Guarantors" on the signature pages hereto and such other Subsidiaries of the Canadian Borrower that hereafter become parties hereto (collectively, the "Canadian Guarantors"), the lenders named herein and such other lenders that hereafter become parties hereto (collectively, the "Lenders" and individually, a "Lender"), WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders (in such capacity, the "Administrative Agent"), and BANK OF AMERICA, N.A., acting through its Canada Branch, as Canadian administrative agent for the Lenders (the "Canadian Agent").
Increased Costs; Indemnities. Notwithstanding anything to the contrary contained elsewhere in this Agreement, upon any purchase of participations as required above, (i) each Revolving Lender which has purchased 216 [Published CUSIP Number: ___] such participations shall be entitled to receive from the Borrowers any increased costs and indemnities (including, without limitation, pursuant to Sections 3.01, 3.04, 3.05, 3.06 and 11.04) directly from Borrowers to the same extent as if it were the direct Revolving Lender as opposed to a participant therein, which increased costs shall be calculated without regard to Section 11.06 or Section 11.13 and (ii) each Revolving Lender which has sold such participations shall be entitled to receive from the Borrowers indemnification from and against any and all Taxes imposed as a result of the sale of the participations pursuant to this Article XII. Each Borrower acknowledges and agrees that, upon the occurrence of a Sharing Event and after giving effect to the requirements of this Article XII, increased Taxes may be owing by it pursuant to Section 3.01, which Taxes shall be paid (to the extent provided in Section 3.01) by the respective Borrower or Borrowers, without any claim that the increased Taxes are not payable because same resulted from the participations effected as otherwise required by this Article XII. 217 [Published CUSIP Number: ___]
