Common use of No Setoff or Deductions; Taxes; Payments Clause in Contracts

No Setoff or Deductions; Taxes; Payments. Each Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless such Guarantor is compelled by Applicable Law to make such deduction or withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of a Secured Party) is imposed upon any Guarantor with respect to any amount payable by it hereunder, the Guarantors jointly and severally shall pay to the Lender, on the date on which such amount is due and payable hereunder, such additional amount in Dollars as shall be necessary to enable such Secured Party to receive the same net amount which such Secured Party would have received on such due date had no such obligation been imposed upon such Guarantor. The Guarantors shall deliver promptly to the Lender certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantors hereunder. The obligations of each Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. Each The Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless such the Guarantor is compelled by Applicable Law law to make such deduction or withholding. If any such obligation (other than one arising with respect to taxes based on or measured by Excluded Taxes, as defined in the income or profits of a Secured PartyCredit Agreement) is imposed upon any the Guarantor with respect to any amount payable by it hereunder, the Guarantors jointly and severally shall Guarantor will pay to the Lender, on the date on which such amount is due and payable hereunder, such additional amount in Dollars U.S. dollars as shall be necessary to enable such Secured Party the Lender to receive the same net amount which such Secured Party the Lender would have received on such due date had no such obligation been imposed upon such the Guarantor. The Guarantors shall Guarantor will deliver promptly to the Lender certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantors Guarantor hereunder. The obligations of each the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. Each The Guarantor represents and warrants that it is organized and resident in the United States of America. The Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless such the Guarantor is compelled by Applicable Law law to make such deduction or withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of a Secured Partythe Bank) is imposed upon any the Guarantor with respect to any amount payable by it hereunder, the Guarantors jointly and severally shall Guarantor will pay to the LenderBank, on the date on which such amount is due and payable hereunder, such additional amount in Dollars U.S. dollars as shall be necessary to enable such Secured Party the Bank to receive the same net amount which such Secured Party the Bank would have received on such due date had no such obligation been imposed upon such the Guarantor. The Guarantors shall Guarantor will deliver promptly to the Lender Bank certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantors Guarantor hereunder. The obligations of each the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. Each Guarantor represents and warrants that it is organized and resident in the United States of America. Guarantor shall make all payments hereunder (i) without setoff or counterclaim counterclaim, and (ii) free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless such Guarantor is compelled by Applicable Law law to make such deduction or withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of a Secured Partythe Lender) is imposed upon any Guarantor with respect to any amount payable by it hereunder, the Guarantors jointly and severally shall Guarantor will pay to the Lender, on the date on which such amount is due and payable hereunder, such additional amount in Dollars as shall be necessary to enable such Secured Party the Lender to receive the same net amount which such Secured Party the Lender would have received on such due date had no such obligation been imposed upon such Guarantor. The Guarantors shall Guarantor will deliver promptly to the Lender certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantors Guarantor hereunder. The obligations of each Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. Each Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless any such Guarantor is compelled by Applicable Law law to make such deduction or withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of a the Secured PartyParties) is imposed upon any Guarantor the Guarantors with respect to any amount payable by it hereunder, the Guarantors jointly and severally shall will pay to the LenderSecured Parties, on the date on which such amount is due and payable hereunder, such additional amount in Dollars U.S. dollars as shall be necessary to enable such the Secured Party Parties to receive the same net amount which such the Secured Party Parties would have received on such due date had no such obligation been imposed upon such Guarantorthe Guarantors. The Guarantors shall will deliver promptly to the Lender Secured Parties certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantors hereunder. The obligations of each Guarantor the Guarantors under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.. Form of Guaranty 140812225 v1

No Setoff or Deductions; Taxes; Payments. Each Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless such the Guarantor is compelled by Applicable Law law 46 to make such deduction or withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of a Secured Partythe Lenders) is imposed upon any Guarantor with respect to any amount payable by it hereunder, the Guarantors jointly and severally shall Guarantor will pay to the each Lender, on the date on which such amount is due and payable hereunder, such additional amount in Dollars U.S. dollars as shall be necessary to enable such Secured Party Lender to receive the same net amount which such Secured Party Lender would have received on such due date had no such obligation been imposed upon such Guarantor. The Guarantors shall Guarantor will deliver promptly to the Lender Administrative Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantors Guarantor hereunder. The obligations of each Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations Liabilities and termination of this Guaranty.Agreement. 8.3

No Setoff or Deductions; Taxes; Payments. Each The Guarantor represents and warrants that it is organized and resident in the jurisdiction set forth underneath its signature on the signature pages hereto. The Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless such the Guarantor is compelled by Applicable Law law to make such deduction or withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of a Secured Party) is imposed upon any the Guarantor with respect to any amount payable by it hereunder, the Guarantors jointly and severally shall Guarantor will pay to the LenderHolders, on the date on which such amount is due and payable hereunder, such additional amount in Dollars dollars as shall be necessary to enable such Secured Party the Holders to receive the same net amount which such Secured Party the Holders would have received on such due date had no such obligation been imposed upon such the Guarantor. The Guarantors shall Guarantor will deliver promptly to the Lender Holders certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantors Guarantor hereunder. The obligations of each the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. Each The Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless such the Guarantor is compelled by Applicable Law law to make such deduction or withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of a Secured Partythe Lender Parties) is imposed upon any the Guarantor with respect to any amount payable by it hereunder, the Guarantors jointly and severally shall Guarantor will pay to the LenderLender Parties, on the date on which such amount is due and payable hereunder, such additional amount in Dollars U.S. dollars as shall be necessary to enable such Secured Party the Lender Parties to receive the same net amount which such Secured Party the Lender Parties would have received on such due date had no such obligation been imposed upon such the Guarantor. The Guarantors shall Guarantor will deliver promptly to the Lender Parties certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantors Guarantor hereunder. The obligations of each Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.