Common use of Taxes and Other Taxes Clause in Contracts

Taxes and Other Taxes. A. Covered Taxes. So long as such Lender has complied in all ------------- material respects with this Section 12.18A, any and all payments by any Loan Party hereunder or under any other Loan Document shall be made free and clear of and without deduction or withholding for any and all present or future Taxes (other than Excluded Taxes), unless such Taxes are required by law or the administration thereof to be deducted or withheld (all such nonexcluded Taxes being hereinafter referred to as "Covered Taxes"). If Borrower or any other ------------- Loan Party shall be required by any applicable law or the administration thereof to deduct or withhold any Covered Taxes from or in respect of any sum payable hereunder or under any other Loan Document, (a) the sum payable shall be increased as may be necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional amounts paid under this paragraph), the Lender receives an amount equal to the sum it would have received if no such deduction or withholding had been made; (b) Borrower or such Loan Party shall make such deductions or withholdings; and (c) Borrower or such Loan Party forthwith shall pay the full amount deducted or withheld to the relevant taxation or other authority in accordance with applicable law. If any amounts are payable in respect of Covered Taxes pursuant to the preceding sentence, Borrower and each other Loan Party agrees jointly and severally to reimburse each Agent and Lender, upon the written request of such Agent or Lender, for taxes imposed on or measured by the net income or net profits of such Agent or Lender pursuant to the laws of the jurisdiction in which such Agent or Lender is organized or in which the principal office lending office or of such Agent or Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction by reason of the making of payments in respect of Covered Taxes pursuant to this Section 12.18 (including pursuant to this sentence). Borrower will furnish to the Arranger within 45 days after the date the payment of any Covered Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by Borrower or another Loan Party. Borrower and each other Loan Party jointly and severally agrees to indemnify and hold harmless each Agent and Lender, and to reimburse such Agent or Lender, upon its written request, for the amount of any Covered Taxes so levied or imposed and paid by such Agent or Lender and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto whether or not correctly or legally asserted. Payment under this indemnification shall be made within 30 days from the date the Agents or such Lender makes written demand therefor. A certificate as to the amount of such Covered Taxes or Other Taxes and evidence of payment thereof submitted to Borrower shall be prima facie evidence, absent manifest error, of ----------- the amount due from Borrower to the Agents or such Lender.

Taxes and Other Taxes. A. Covered Taxes. So long as such Lender has complied in all ------------- material respects with this Section 12.18A, any and all (1) All payments to the relevant Lenders or the Administrative Agent by any Loan Party hereunder or the Borrower under any other Loan Document of the Credit Documents shall be made free and clear of and without deduction or withholding for any and all present taxes, levies, imposts, deductions, charges or future Taxes withholdings and all related liabilities (all such taxes, levies, imposts, deductions, charges, withholdings and liabilities being referred to as "Taxes") imposed by Canada or the United States of America (or any political subdivision or taxing authority thereof or therein and other than Excluded TaxesTaxes which are required to be withheld or deducted by (y) Canada in respect of Taxes otherwise payable to Canada (or any political subdivision or taxing authority thereof or therein) by the relevant Lender in respect of its taxable income, or (z) the United States of America in respect of Taxes otherwise payable to the United States of America (or any political subdivision of or taxing authority thereof or therein) by the relevant Lender in respect of its taxable income), unless such Taxes are required by applicable law or the administration thereof to be deducted or withheld (all such nonexcluded Taxes being hereinafter referred to as "Covered Taxes")withheld. If the Borrower or any other ------------- Loan Party shall be required by any applicable law or the administration thereof to deduct or withhold any Covered such Taxes from or in respect of any sum amount payable hereunder or under any other Loan Document, of the Credit Documents (ai) the sum amount payable shall be increased (and for greater certainty, in the case of interest, the amount of interest shall be increased) as may be necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to any additional amounts paid under this paragraphSection 9.07(1)), the Lender receives relevant Lenders or the Administrative Agent receive an amount (free and clear of such Taxes) equal to the sum it amount they would have received if no such deduction or withholding had been made; , (bii) the Borrower or such Loan Party shall make such deductions or withholdings; , and (ciii) the Borrower or such Loan Party forthwith shall immediately pay the full amount deducted or withheld to the relevant taxation or other authority Governmental Entity in accordance with applicable law. If The foregoing obligation to pay additional amounts will not apply: (i) to any amounts are payable in respect tax required to be deducted or withheld solely by reason of Covered Taxes pursuant the failure of the Administrative Agent or any relevant Lender to comply, at the Borrower's reasonable request, with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection to the preceding sentencetaxing jurisdiction if compliance is required by statute, Borrower by regulation or by an applicable income tax treaty as a precondition for any exemption or reduction from such tax, and each other Loan Party agrees jointly and severally (ii) to reimburse each Agent and Lender, upon the written request of such Agent or Lender, for taxes any tax not imposed on or measured by the net income or net profits of such Agent receipts (gross or Lender pursuant to the laws of the jurisdiction in which such Agent or Lender is organized or in which the principal office lending office or of such Agent or Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction by reason of the making of payments in respect of Covered Taxes pursuant to this Section 12.18 (including pursuant to this sentencenet). Borrower will furnish to the Arranger within 45 days after the date the payment of any Covered Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by Borrower or another Loan Party. Borrower and each other Loan Party jointly and severally agrees to indemnify and hold harmless each Agent and Lender, and to reimburse such Agent or Lender, upon its written request, for the amount of any Covered Taxes so levied or imposed and paid by such Agent or Lender and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto whether or not correctly or legally asserted. Payment under this indemnification shall be made within 30 days from the date the Agents or such Lender makes written demand therefor. A certificate as to the amount of such Covered Taxes or Other Taxes and evidence of payment thereof submitted to Borrower shall be prima facie evidence, absent manifest error, of ----------- the amount due from Borrower to the Agents or such Lender.

Taxes and Other Taxes. A. Covered Taxes. So long as such All payments to the Lender has complied in all ------------- material respects with this Section 12.18A, any and all payments by any Loan Party hereunder Guarantor under this Guarantee or under any other Loan Document of the Guarantor Security Agreements shall be made free and clear of of, and without deduction or withholding for for, any and all present or future Taxes (other than Excluded Taxes), unless such Taxes are except as required by applicable law or the administration thereof to be deducted or withheld (all such nonexcluded Taxes being hereinafter referred to as "Covered Taxes")withheld. If Borrower or any other ------------- Loan Party shall be a Guarantor is required by any applicable law or the administration thereof to deduct or withhold any Covered Indemnified Taxes from from, or in respect of of, any sum amount payable hereunder under this Guarantee or under any other Loan Document, of the Guarantor Security Agreements (a) the sum amount payable shall be increased (and for greater certainty, in the case of interest, the amount of interest shall be increased) as may be necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to any additional amounts paid under this paragraphArticle 3 ), the Lender receives an amount equal to the sum amount it would have received if no such deduction or withholding had been made; , (b) Borrower or such Loan Party the Guarantor shall make such deductions or withholdings; and , (c) Borrower or such Loan Party forthwith the Guarantor shall immediately pay the full amount deducted or withheld to the relevant taxation or other governmental authority in accordance with applicable law. If any amounts are payable in respect of Covered Taxes pursuant , and (d) the Guarantor shall deliver to the preceding sentence, Borrower and each other Loan Party agrees jointly and severally to reimburse each Agent and Lender, upon the written request Lender as soon as practicable after it has made such payment (i) a copy of such Agent or Lender, for taxes imposed on or measured any receipt issued by the net income or net profits of such Agent or Lender pursuant to the laws of the jurisdiction in which such Agent or Lender is organized or in which the principal office lending office or of such Agent or Lender is located or under the laws of any political subdivision or taxing relevant governmental authority of any such jurisdiction by reason of the making of payments in respect of Covered Taxes pursuant to this Section 12.18 (including pursuant to this sentence). Borrower will furnish to the Arranger within 45 days after the date evidencing the payment of any Covered all amounts required to be deducted or withheld from the sum payable hereunder, or (ii) if such a receipt is not available from such governmental authority, notice of the payment of the amount deducted or withheld. Payment of Other Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by Borrower or another Loan Party. Borrower and each other Loan Party jointly and severally Each Guarantor agrees to indemnify and hold harmless each Agent and Lender, and to reimburse such Agent or Lender, upon its written request, for the amount of immediately pay any Covered Other Taxes so levied or imposed and paid which arise from any payment made by such Agent Guarantor under this Guarantee or Lender and under any liability (including penaltiesof the Guarantor Security Agreements or from the execution, additions to taxdelivery or registration of, interest and expenses) arising therefrom or otherwise with respect thereto whether to, this Guarantee or not correctly or legally asserted. Payment under this indemnification shall be made within 30 days from any of the date the Agents or such Lender makes written demand therefor. A certificate as to the amount of such Covered Taxes or Other Taxes and evidence of payment thereof submitted to Borrower shall be prima facie evidence, absent manifest error, of ----------- the amount due from Borrower to the Agents or such LenderGuarantor Security Agreements.

Taxes and Other Taxes. A. Covered Taxes. So long as such Lender has complied in all ------------- material respects with this Section 12.18A, any and all All payments to the relevant Lenders or the Administrative Agent by any Loan Party hereunder or the Borrower under any other Loan Document of the Credit Documents shall be made free and clear of and without deduction or withholding for any and all present taxes, levies, imposts, deductions, charges or future Taxes withholdings and all related liabilities (all such taxes, levies, imposts, deductions, charges, withholdings and liabilities being referred to as "Taxes") imposed by Canada or the United States of America (or any political subdivision or taxing authority thereof or therein and other than Excluded TaxesTaxes which are required to be withheld or deducted by (y) Canada in respect of Taxes otherwise payable to Canada (or any political subdivision or taxing authority thereof or therein) by the relevant Lender in respect of its taxable income, or (z) the United States of America in respect of Taxes otherwise payable to the United States of America (or any political subdivision of or taxing authority thereof or therein) by the relevant Lender in respect of its taxable income), unless such Taxes are required by applicable law or the administration thereof to be deducted or withheld (all such nonexcluded Taxes being hereinafter referred to as "Covered Taxes")withheld. If the Borrower or any other ------------- Loan Party shall be required by any applicable law or the administration thereof to deduct or withhold any Covered such Taxes from or in respect of any sum amount payable hereunder or under any other Loan Document, of the Credit Documents (ai) the sum amount payable shall be increased (and for greater certainty, in the case of interest, the amount of interest shall be increased) as may be necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to any additional amounts paid under this paragraphSection 9.07(1)), the Lender receives relevant Lenders or the Administrative Agent receive an amount (free and clear of such Taxes) equal to the sum it amount they would have received if no such deduction or withholding had been made; , (bii) the Borrower or such Loan Party shall make such deductions or withholdings; , and (ciii) the Borrower or such Loan Party forthwith shall immediately pay the full amount deducted or withheld to the relevant taxation or other authority Governmental Entity in accordance with applicable law. If The foregoing obligation to pay additional amounts will not apply: (i) to any amounts are payable in respect tax required to be deducted or withheld solely by reason of Covered Taxes pursuant the failure of the Administrative Agent or any relevant 55 - 50 - Lender to comply, at the Borrower's reasonable request, with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection to the preceding sentencetaxing jurisdiction if compliance is required by statute, Borrower by regulation or by an applicable income tax treaty as a precondition for any exemption or reduction from such tax, and each other Loan Party agrees jointly and severally (ii) to reimburse each Agent and Lender, upon the written request of such Agent or Lender, for taxes any tax not imposed on or measured by the net income or net profits of such Agent receipts (gross or Lender pursuant to the laws of the jurisdiction in which such Agent or Lender is organized or in which the principal office lending office or of such Agent or Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction by reason of the making of payments in respect of Covered Taxes pursuant to this Section 12.18 (including pursuant to this sentencenet). Borrower will furnish to the Arranger within 45 days after the date the payment of any Covered Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by Borrower or another Loan Party. Borrower and each other Loan Party jointly and severally agrees to indemnify and hold harmless each Agent and Lender, and to reimburse such Agent or Lender, upon its written request, for the amount of any Covered Taxes so levied or imposed and paid by such Agent or Lender and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto whether or not correctly or legally asserted. Payment under this indemnification shall be made within 30 days from the date the Agents or such Lender makes written demand therefor. A certificate as to the amount of such Covered Taxes or Other Taxes and evidence of payment thereof submitted to Borrower shall be prima facie evidence, absent manifest error, of ----------- the amount due from Borrower to the Agents or such Lender.

Taxes and Other Taxes. A. Covered Taxes. So long as such Lender has complied in all ------------- material respects with this Section 12.18A, any and all (1) All payments to the relevant Lenders or the Administrative Agent by any Loan Party hereunder Bracknell or State under any other Loan Document of the Credit Documents shall be made free and clear of and without deduction or withholding for any and all present taxes, levies, imposts, deductions, charges or future Taxes withholdings and all related liabilities (all such taxes, levies, imposts, deductions, charges, withholdings and liabilities being referred to as "Taxes") imposed by Canada or the United States of America (or any political subdivision or taxing authority thereof or therein and other than Excluded TaxesTaxes which are required to be withheld or deducted by (y) Canada in respect of Taxes otherwise payable to Canada (or any political subdivision or taxing authority thereof or therein) by the relevant Lender in respect of its taxable income, or (z) the United States of America in respect of Taxes otherwise payable to the United States of America (or any political subdivision of or taxing authority thereof or therein) by the relevant Lender in respect of its taxable income), unless such Taxes are required by applicable law or the administration thereof to be deducted or withheld (all such nonexcluded Taxes being hereinafter referred to as "Covered Taxes")withheld. If Borrower Bracknell or any other ------------- Loan Party State shall be required by any applicable law or the administration thereof to deduct or withhold any Covered such Taxes from or in respect of any sum amount payable hereunder or under any other Loan Document, of the Credit Documents (ai) the sum amount payable shall be increased (and for greater certainty, in the case of interest, the amount of interest shall be increased) as may be necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to any additional amounts paid under this paragraphSection 11.07(1)), the Lender receives relevant Lenders or the Administrative Agent receive an amount (free and clear of such Taxes) equal to the sum it amount they would have received if no such deduction or withholding had been made; , (bii) Borrower Bracknell or such Loan Party State shall make such deductions or withholdings; , and (ciii) Borrower Bracknell or such Loan Party forthwith State shall immediately pay the full amount deducted or withheld to the relevant taxation or other authority Governmental Entity in accordance with applicable law. If any amounts are payable in respect of Covered Taxes pursuant to the preceding sentence, Borrower and each other Loan Party agrees jointly and severally to reimburse each Agent and Lender, upon the written request of such Agent or Lender, for taxes imposed on or measured by the net income or net profits of such Agent or Lender pursuant to the laws of the jurisdiction in which such Agent or Lender is organized or in which the principal office lending office or of such Agent or Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction by reason of the making of payments in respect of Covered Taxes pursuant to this Section 12.18 (including pursuant to this sentence). Borrower will furnish to the Arranger within 45 days after the date the payment of any Covered Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by Borrower or another Loan Party. Borrower and each other Loan Party jointly and severally agrees to indemnify and hold harmless each Agent and Lender, and to reimburse such Agent or Lender, upon its written request, for the amount of any Covered Taxes so levied or imposed and paid by such Agent or Lender and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto whether or not correctly or legally asserted. Payment under this indemnification shall be made within 30 days from the date the Agents or such Lender makes written demand therefor. A certificate as to the amount of such Covered Taxes or Other Taxes and evidence of payment thereof submitted to Borrower shall be prima facie evidence, absent manifest error, of ----------- the amount due from Borrower to the Agents or such Lender.

Taxes and Other Taxes. A. Covered Taxes. So long as such Lender has complied in all ------------- material respects with this Section 12.18A, any Any and all payments by any Loan Party a Guarantor and the Company hereunder or under any of the other Loan Document Documents shall be made free and clear of and without deduction or withholding for any and all present or future Taxes (other than Excluded Taxes), unless such Taxes are required by law or the administration thereof to be deducted or withheld and excluding (i) in the case of each Lender and the Agent, Taxes imposed on its net income and franchise taxes imposed on it by the jurisdiction under the laws of which such Person is organized or any political subdivision thereof, (ii) in the case of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Person, as applicable, as of the Closing Date, and (iii) if any Person acquires any interest in this Agreement (a "Transferee"), any Taxes to the extent that they are in effect and would apply to a payment to such Transferee as of the date of the acquisition of such interest, as the case may be (all such nonexcluded Taxes being hereinafter referred to as "Covered Taxes"). If Borrower a Guarantor or any other ------------- Loan Party the Company shall be required by any applicable law or the administration thereof Law to deduct or withhold any Covered Taxes from or in respect of any sum payable hereunder or under any other Loan Document, (a) unless such requirement results from the failure of the payee to perform its obligations under Section 10.1E, the sum payable shall be increased as may be necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional amounts paid under this paragraph), the Lender receives an amount equal to the sum it would have received if no such deduction or withholding had been made; (b) Borrower the Guarantor or such Loan Party the Company, as applicable, shall make such deductions or withholdings; and (c) Borrower or such Loan Party the Company forthwith shall pay the full amount deducted or withheld to the relevant taxation or other authority in accordance with applicable law. If any amounts are payable in respect of Covered Taxes pursuant to the preceding sentence, Borrower and each other Loan Party agrees jointly and severally to reimburse each Agent and Lender, upon the written request of such Agent or Lender, for taxes imposed on or measured by the net income or net profits of such Agent or Lender pursuant to the laws of the jurisdiction in which such Agent or Lender is organized or in which the principal office lending office or of such Agent or Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction by reason of the making of payments in respect of Covered Taxes pursuant to this Section 12.18 (including pursuant to this sentence). Borrower will furnish to the Arranger within 45 days after the date the payment of any Covered Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by Borrower or another Loan Party. Borrower and each other Loan Party jointly and severally agrees to indemnify and hold harmless each Agent and Lender, and to reimburse such Agent or Lender, upon its written request, for the amount of any Covered Taxes so levied or imposed and paid by such Agent or Lender and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto whether or not correctly or legally asserted. Payment under this indemnification shall be made within 30 days from the date the Agents or such Lender makes written demand therefor. A certificate as to the amount of such Covered Taxes or Other Taxes and evidence of payment thereof submitted to Borrower shall be prima facie evidence, absent manifest error, of ----------- the amount due from Borrower to the Agents or such LenderLaw.

Taxes and Other Taxes. A. Covered Taxes. So long as such Lender has complied in all ------------- material respects with this Section 12.18A, any (1) All payments to the Administrative Agent and all payments the Holders by any Loan Party hereunder or the Borrowers and the Parent under any other Loan Document of the Note Purchase Documents shall be made free and clear of and without deduction or withholding for any and all present taxes, levies, imposts, deductions, charges or future Taxes (withholdings and all related liabilities, excluding income taxes imposed on the net income of a Holder and franchise taxes imposed on the net income of a Holder, in each case by the jurisdiction under the laws of which such Holder is organized or qualified to do business or a jurisdiction or any political subdivision thereof in which the Holder engages in business activity other than Excluded activity arising solely from the Holder having executed this Agreement and having enjoyed its rights and performed its obligations under this Agreement or any Note Purchase Document or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being referred to as “Taxes”) imposed by the United States of America or any other relevant jurisdiction (or any political subdivision or taxing authority of it), unless such Taxes are required by applicable law or the administration thereof to be deducted or withheld (all such nonexcluded Taxes being hereinafter referred to as "Covered Taxes")withheld. If any Borrower or any other ------------- Loan Party the Parent shall be required by any applicable law or the administration thereof to deduct or withhold any Covered such Taxes from or in respect of any sum amount payable hereunder or under any other Loan Document, of the Note Purchase Documents (ai) the sum amount payable shall be increased (and for greater certainty, in the case of interest, the amount of interest shall be increased) as may be necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to any additional amounts paid under this paragraph)Section 2.18, the Lender receives Administrative Agent and the Holders receive an amount equal to the sum it amount they would have received if no such deduction or withholding had been made; , (bii) Borrower or such Loan Party the Borrowers and/or the Parent, as applicable, shall make such deductions or withholdings; , and (ciii) Borrower or such Loan Party forthwith the Borrowers and/or the Parent shall pay when required the full amount deducted or withheld to the relevant taxation or other authority Governmental Entity in accordance with applicable law. If any amounts are payable in respect of Covered Taxes pursuant to the preceding sentence, Borrower and each other Loan Party agrees jointly and severally to reimburse each Agent and Lender, upon the written request of such Agent or Lender, for taxes imposed on or measured by the net income or net profits of such Agent or Lender pursuant to the laws of the jurisdiction in which such Agent or Lender is organized or in which the principal office lending office or of such Agent or Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction by reason of the making of payments in respect of Covered Taxes pursuant to this Section 12.18 (including pursuant to this sentence). Borrower will furnish to the Arranger within 45 days after the date the payment of any Covered Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by Borrower or another Loan Party. Borrower and each other Loan Party jointly and severally agrees to indemnify and hold harmless each Agent and Lender, and to reimburse such Agent or Lender, upon its written request, for the amount of any Covered Taxes so levied or imposed and paid by such Agent or Lender and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto whether or not correctly or legally asserted. Payment under this indemnification shall be made within 30 days from the date the Agents or such Lender makes written demand therefor. A certificate as to the amount of such Covered Taxes or Other Taxes and evidence of payment thereof submitted to Borrower shall be prima facie evidence, absent manifest error, of ----------- the amount due from Borrower to the Agents or such Lender.

Taxes and Other Taxes. A. Covered Taxes. So long as such Lender has complied in all ------------- material respects with this Section 12.18A, any and all (1) All payments to the relevant Lenders or the Administrative Agent by any Loan Party hereunder Bracknell or State under any other Loan Document of the Credit Documents shall be made free and clear of and without deduction or withholding for any and all present taxes, levies, imposts, deductions, charges or future Taxes withholdings and all related liabilities (all such taxes, levies, imposts, deductions, charges, withholdings and liabilities being referred to as "TAXES") imposed by Canada or the United States of America (or any political subdivision or taxing authority thereof or therein and other than Excluded TaxesTaxes which are required to be withheld or deducted by (y) Canada in respect of Taxes otherwise payable to Canada (or any political subdivision or taxing authority thereof or therein) by the relevant Lender in respect of its taxable income, or (z) the United States of America in respect of Taxes otherwise payable to the United States of America (or any political subdivision of or taxing authority thereof or therein) by the relevant Lender in respect of its taxable income), unless such Taxes are required by applicable law or the administration thereof to be deducted or withheld (all such nonexcluded Taxes being hereinafter referred to as "Covered Taxes")withheld. If Borrower Bracknell or any other ------------- Loan Party State shall be required by any applicable law or the administration thereof to deduct or withhold any Covered such Taxes from or in respect of any sum amount payable hereunder or under any other Loan Document, of the Credit Documents (ai) the sum amount payable shall be increased (and for greater certainty, in the case of interest, the amount of interest shall be increased) as may be necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to any additional amounts paid under this paragraphSection 11.07(1)), the Lender receives relevant Lenders or the Administrative Agent receive an amount (free and clear of such Taxes) equal to the sum it amount they would have received if no such deduction or withholding had been made; , (bii) Borrower Bracknell or such Loan Party State shall make such deductions or withholdings; , and (ciii) Borrower Bracknell or such Loan Party forthwith State shall immediately pay the full amount deducted or withheld to the relevant taxation or other authority Governmental Entity in accordance with applicable law. If any amounts are payable in respect of Covered Taxes pursuant to the preceding sentence, Borrower and each other Loan Party agrees jointly and severally to reimburse each Agent and Lender, upon the written request of such Agent or Lender, for taxes imposed on or measured by the net income or net profits of such Agent or Lender pursuant to the laws of the jurisdiction in which such Agent or Lender is organized or in which the principal office lending office or of such Agent or Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction by reason of the making of payments in respect of Covered Taxes pursuant to this Section 12.18 (including pursuant to this sentence). Borrower will furnish to the Arranger within 45 days after the date the payment of any Covered Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by Borrower or another Loan Party. Borrower and each other Loan Party jointly and severally agrees to indemnify and hold harmless each Agent and Lender, and to reimburse such Agent or Lender, upon its written request, for the amount of any Covered Taxes so levied or imposed and paid by such Agent or Lender and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto whether or not correctly or legally asserted. Payment under this indemnification shall be made within 30 days from the date the Agents or such Lender makes written demand therefor. A certificate as to the amount of such Covered Taxes or Other Taxes and evidence of payment thereof submitted to Borrower shall be prima facie evidence, absent manifest error, of ----------- the amount due from Borrower to the Agents or such Lender.