Common use of Gross-Up Clause in Contracts

Gross-Up. Any and all payments by Borrower to or for the account of any Lender or the Administrative Agent hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all Taxes, whether imposed now or in the future, excluding, in the case of each Lender and the Administrative Agent, Taxes imposed on its income, and franchise and gross receipts Taxes imposed on it, by the jurisdiction under the Laws of which such Lender (or its Applicable Lending Office) or the Administrative Agent (as the case may be) is organized or any political subdivision thereof. If Borrower is required by Law to deduct any Taxes from or in respect of any sum payable under this Agreement or any other Loan Document to any Lender or the Administrative Agent, (i) the sum payable will be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 18.6) such Lender or the Administrative Agent receives an amount equal to the sum it would have received had no such deductions been made, (ii) Borrower shall make such deductions, (iii) Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Law, and (iv) Borrower shall furnish to Administrative Agent, at its address referred to herein, the original or a certified copy of a receipt evidencing payment thereof. In addition, Borrower agrees to pay any and all present or future stamp or documentary taxes and any other excise or property taxes or charges or similar levies which arise from any payment made under this Agreement or any other Loan Document or from the execution or delivery of, or otherwise with respect to, this Agreement or any other Loan Document (hereinafter referred to as Impositions). Borrower agrees to indemnify each Lender and the Administrative Agent for the full amount of Taxes and Impositions (including, without limitation, any Taxes or Impositions imposed or asserted by any jurisdiction on amounts payable under this Section 18.6) paid by such Lender or the Administrative Agent (as the case may be) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. Within 30 days after the date of any payment of Taxes, Borrower shall furnish to Administrative Agent the original or a certified copy of the receipt evidencing such payment.

Gross-Up. Any and all payments by Borrower to or for the account of any Lender or the Administrative Agent hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all Taxes, whether imposed now or in the future, excluding, in the case of each Lender and the Administrative Agent, Taxes imposed on its income, and franchise and gross receipts Taxes imposed on it, by the jurisdiction under the Laws of which such Lender (or its Applicable Lending Office) or the Administrative Agent (as the case may be) is organized or any political subdivision thereof. If Borrower is required by Law to deduct any Taxes from or in respect of any sum payable under this Agreement or any other Loan Document to any Lender or the Administrative Agent, (i) the sum payable will be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 18.619.6) such Lender or the Administrative Agent receives an amount equal to the sum it would have received had no such deductions been made, (ii) Borrower shall make such deductions, (iii) Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Law, and (iv) Borrower shall furnish to Administrative Agent, at its address referred to herein, the original or a certified copy of a receipt evidencing payment thereof. In addition, Borrower agrees to pay any and all present or future stamp or documentary taxes and any other excise or property taxes or charges or similar levies which arise from any payment made under this Agreement or any other Loan Document or from the execution or delivery of, or otherwise with respect to, this Agreement or any other Loan Document (hereinafter referred to as Impositions). Borrower agrees to indemnify each Lender and the Administrative Agent for the full amount of Taxes and Impositions (including, without limitation, any Taxes or Impositions imposed or asserted by any jurisdiction on amounts payable under this Section 18.619.6) paid by such Lender or the Administrative Agent (as the case may be) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. Within 30 days after the date of any payment of Taxes, Borrower shall furnish to Administrative Agent the original or a certified copy of the receipt evidencing such payment.

Gross-Up. Any and all payments by Borrower to or for the account of any Lender or the Administrative Agent hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all Taxes, whether imposed now or in the future, excluding, in the case of each Lender and the Administrative Agent, Taxes imposed on its income, and franchise and gross receipts Taxes imposed on it, by the jurisdiction under the Laws of which such Lender (or its Applicable Lending Office) or the Administrative Agent (as the case may be) is organized or any political subdivision thereof. If Borrower is required by Law to deduct any Taxes from or in respect of any sum payable under this Agreement or any other Loan Document to any Lender or the Administrative Agent, (i) the sum payable will be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 18.617.6) such Lender or the Administrative Agent receives an amount equal to the sum it would have received had no such deductions been made, (ii) Borrower shall make such deductions, (iii) Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Law, and (iv) Borrower shall furnish to Administrative Agent, at its address referred to herein, the original or a certified copy of a receipt evidencing payment thereofthereof (and Administrative Agent shall use its reasonable efforts to deliver promptly copy of such receipt to each Lender). In addition, Borrower agrees to pay any and all present or future stamp or documentary taxes and any other excise or property taxes or charges or similar levies which arise from any payment made under this Agreement or any other Loan Document or from the execution or delivery of, or otherwise with respect to, this Agreement or any other Loan Document (hereinafter referred to as Impositions). Borrower agrees to indemnify each Lender and the Administrative Agent for the full amount of Taxes and Impositions (including, without limitation, any Taxes or Impositions imposed or asserted by any jurisdiction on amounts payable under this Section 18.617.6) paid by such Lender or the Administrative Agent (as the case may be) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. Within 30 days after the date of any payment of Taxes, Borrower shall furnish to Administrative Agent the original or a certified copy of the receipt evidencing such paymentpayment (and Administrative Agent shall use its reasonable efforts to deliver promptly copy of such receipt to each Lender).

Gross-Up. Any and all payments by Borrower to or for the account of any Lender or the Administrative Agent hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all Taxes, whether imposed now or in the future, excluding, in the case of each Lender and the Administrative Agent, Taxes imposed on its income, and franchise and gross receipts Taxes imposed on it, by the jurisdiction under the Laws of which such Lender (or its Applicable Lending Office) or the Administrative Agent (as the case may be) is organized or any political subdivision thereof. If Borrower is required by Law to deduct any Taxes from or in respect of any sum payable under this Agreement or any other Loan Document to any Lender or the Administrative Agent, (i) the sum payable will be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 18.617.6) such Lender or the Administrative Agent receives an amount equal to the sum it would have received had no such deductions been made, (ii) Borrower shall make such deductions, (iii) Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Law, and (iv) Borrower shall furnish to Administrative Agent, at its address referred to herein, the original or a certified copy of a receipt evidencing payment thereof. In addition, Borrower agrees to pay any and all present or future stamp or documentary taxes and any other excise or property taxes or charges or similar levies which arise from any payment made under this Agreement or any other Loan Document or from the execution or delivery of, or otherwise with respect to, this Agreement or any other Loan Document (hereinafter referred to as Impositions). Borrower agrees to indemnify each Lender and the Administrative Agent for the full amount of Taxes and Impositions (including, without limitation, any Taxes or Impositions imposed or asserted by any jurisdiction on amounts payable under this Section 18.617.6) paid by such Lender or the Administrative Agent (as the case may be) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. Within 30 days after the date of any payment of Taxes, Borrower shall furnish to Administrative Agent the original or a certified copy of the receipt evidencing such payment.

Gross-Up. Any and all All payments whatsoever by Borrower to or for any Subsidiary Guarantor (the account of any Lender or the Administrative Agent hereunder or "Payor") under any other Loan Document this Subsidiary Guaranty shall be made in the lawful currency of the United States of America (except for payment in respect of Notes denominated in a foreign currency in which case payment shall be made in the currencies in which each Note is denominated) free and clear of of, and without reduction or liability for or on account of, any present or future taxes, levies, imposts, duties, fees, charges, restrictions, conditions, deductions or withholdings of any nature whatsoever imposed by or for a government or other authority having power to tax (other than income taxes of the United States) (hereinafter called "Tax") unless any withholding or deduction for or on account of Tax is required by law. If the Payor shall be obligated by law to make any such withholding or deduction for any and all TaxesTax imposed, whether imposed now levied, collected, assessed or in the future, excluding, in the case of each Lender and the Administrative Agent, Taxes imposed on its income, and franchise and gross receipts Taxes imposed on it, withheld by or within the jurisdiction under in which the Laws of which such Lender (or its Applicable Lending Office) or the Administrative Agent (as the case may be) Payor is organized or resident for tax purposes or any political subdivision thereof. If Borrower is required or taxing authority thereof or therein or by Law to deduct any Taxes other country or jurisdiction (or any taxing authority thereof or therein) from or through which payments hereunder by the Payor are actually made (each, a "Taxing Jurisdiction"), then the Payor will promptly (i) pay over to the relevant Taxing Jurisdiction the full amount required to be deducted, withheld or otherwise paid in by the Payor (including the full amount required to be deducted or withheld from or otherwise paid by the Payor in respect of any sum payable Additional Payment (as defined below) required to be made pursuant to clause (ii) hereof) and (ii) pay to each Person entitled under this Agreement or any other Loan Document Subsidiary Guaranty to any Lender or receive the Administrative Agent, payment from which the amount referred to in clause (i) has been so deducted, withheld or otherwise paid such additional amount (the sum payable will be increased "Additional Payment") as is necessary so in order that the amount received by such Person after making all any required deductions deduction, withholding or other payment of Tax (including deductions applicable any required deduction, withholding or other payment of Tax on or with respect to such additional sums payable under this Section 18.6) amount), shall equal the amount such Lender or the Administrative Agent receives an amount equal to the sum it Person would have received had no such deductions deduction, withholding or other payment of Tax been madepaid. Any Person receiving an Additional Payment agrees to use its reasonable efforts to determine whether it actually received any foreign tax credits for U.S. income tax purposes by virtue of the Tax that gave rise to the Additional Payment, and if so, to determine the amount of such tax credit and to pay the same over to the Payor promptly after such final determination, it being understood, however, that (iiA) Borrower such determination shall be in the sole and absolute discretion of such receiving Person; (B) the Payor shall not have any audit or other rights with respect to such determination; (C) such receiving Person shall not be obligated to make such deductions, determination until it has actually filed its U.S. income tax return for the taxable period in which it received such Additional Payment; and (iiiD) Borrower such receiving Person shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Lawsustain no liability, and (iv) Borrower shall furnish to Administrative Agent, at its address referred to herein, not otherwise be obligated for any errors in the original or a certified copy determination of a receipt evidencing payment thereof. In addition, Borrower agrees to pay any and all present or future stamp or documentary taxes and any other excise or property taxes or charges or similar levies which arise from any payment made under this Agreement or any other Loan Document or from the execution or delivery of, or otherwise with respect to, this Agreement or any other Loan Document (hereinafter referred to as Impositions). Borrower agrees to indemnify each Lender and the Administrative Agent for the full amount of Taxes and Impositions (including, without limitation, any Taxes or Impositions imposed or asserted by any jurisdiction on amounts payable under this Section 18.6) paid by such Lender or the Administrative Agent (as the case may be) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. Within 30 days after the date of any payment of Taxes, Borrower shall furnish to Administrative Agent the original or a certified copy of the receipt evidencing such paymentforeign tax credit.

Gross-Up. Any and all payments by Borrower to or for the account of If any Lender or the Administrative Agent hereunder or under any other Loan Document Withholding Taxes shall be made free and clear required by any applicable Requirements of and without deduction for any and all Taxes, whether imposed now or Law (as determined in the future, excluding, in good faith discretion of the case of each Lender and the Administrative applicable Withholding Agent, Taxes imposed on its income, and franchise and gross receipts Taxes imposed on it, by the jurisdiction under the Laws of which such Lender () to be deducted or its Applicable Lending Office) or the Administrative Agent (as the case may be) is organized or any political subdivision thereof. If Borrower is required by Law to deduct any Taxes withheld from or in respect of any sum amount payable under this Agreement or any other Loan Document or the Environmental Indemnity Agreement to any Lender or the Administrative AgentLender, (i) the sum relevant Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted to the relevant taxing authority or other authority in accordance with applicable Requirements of Law and (ii) any such amount payable will with respect to any payment made by or on account of any obligation of any Loan Party Guarantor under any Loan Document shall be increased as necessary so that to ensure that, after making all required deductions for Withholding Taxes other than Excluded Taxes are made (including deductions applicable to additional sums payable any increases to any amount under this Section 18.6) 2.16), such Lender or receives the Administrative Agent receives an amount equal to the sum it would have received had no such deductions been made. “Excluded Taxes” means (i) taxes imposed on or measured by net income (however denominated) including branch profits taxes and franchise taxes, in each case, (A) imposed as a result of Lender being organized under the laws of, or having its principal office or its applicable lending office located in, the jurisdiction imposing such tax (or any political subdivision thereof) or (B) that are Other Connection Taxes, (ii) Borrower shall make such deductions, (iii) Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Law, and (iv) Borrower shall furnish to Administrative Agent, at its address referred to herein, the original or a certified copy of a receipt evidencing payment thereof. In addition, Borrower agrees to pay any and all present or future stamp or documentary United States federal withholding taxes and any other excise or property taxes or charges or similar levies which arise from any payment made under this Agreement or any other Loan Document or from the execution or delivery of, or otherwise with respect to, this Agreement or any other Loan Document (hereinafter referred to as Impositions). Borrower agrees to indemnify each Lender and the Administrative Agent for the full amount of Taxes and Impositions (including, without limitation, any Taxes or Impositions imposed or asserted by any jurisdiction on amounts payable to or for the account of Lender with respect to an applicable interest in the Loan (or, if applicable, Commitment) pursuant to a law in effect on the date on which (A) Lender acquires such interest in the Loan (or, if applicable, Commitment) (other than pursuant to an assignment request by Borrower under Section 2.13) or (B) such Lender changes its lending office, except in each case to the extent that, pursuant to this Section 18.6) paid by 2.16(b), amounts with respect to such taxes were payable either to such Lender's assignor immediately before such Lender became a party hereto or the Administrative Agent (as the case may be) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. Within 30 days after the date of any payment of Taxes, Borrower shall furnish to Administrative Agent the original or a certified copy of the receipt evidencing such payment.Lender immediately before it changed its lending office,

Gross-Up. Any and all All payments by Borrower to or for the account of any Lender or the Administrative Agent hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future Taxes, whether imposed now or in the future, excluding, in the case of each Lender excluding franchise Taxes and the Administrative Agent, Taxes imposed on its Lender's net income, and franchise and gross receipts Taxes imposed on it, by the jurisdiction under the Laws of which such Lender (or its Applicable Lending Office) is organized or the Administrative Agent (as the case may be) Lending Office is organized located or any political subdivision thereof. If Borrower is required by Law to deduct any Taxes from or in respect of any sum payable under this Agreement or any other Loan Document to any Lender or the Administrative AgentLender, (i) the sum payable will shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 18.6Section) such Lender or the Administrative Agent receives an amount equal to the sum it would have received had no such deductions been made, (ii) Borrower shall make such deductions, (iii) Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Law, and (iv) Borrower shall furnish to Administrative AgentLender, at its address referred to herein, the original or a certified copy of a receipt evidencing payment thereof. In addition, Borrower agrees to pay any and all present or future Impositions. "Impositions" include stamp or documentary taxes and any other excise or property taxes or charges or similar levies which arise from the Loan Obligations, any payment made under this Agreement or any other Loan Document or from the execution or delivery of, or otherwise with respect to, the Loan Obligations, this Agreement or any other Loan Document (hereinafter referred to as Impositions)Document. Borrower agrees to indemnify each Lender and the Administrative Agent for the full amount of all Impositions and Taxes, excluding franchise Taxes and Impositions Taxes imposed on Lender's net income, (including, without limitation, including any such Taxes or Impositions imposed or asserted by any jurisdiction on amounts payable under this Section 18.6Section) paid by such Lender or the Administrative Agent (as the case may be) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. Within 30 thirty days after the date of any payment of Taxes, Borrower shall furnish to Administrative Agent Lender the original or a certified copy of the a receipt evidencing such payment.

Gross-Up. Any and all payments (a) If it is determined that any payment, benefit or distribution (or combination thereof) by Borrower the Company, or by any trust established by the Company for the benefit of its employees or by a person whose actions result in a change of ownership or effective control covered by Section 280G(b)(2) or any person affiliated with the Company or such person, to or for the account benefit of any Lender or the Administrative Agent hereunder or under any other Loan Document shall be made free and clear Executive (whether payable pursuant to the terms of and without deduction for any and all Taxes, whether imposed now or in the future, excluding, in the case of each Lender and the Administrative Agent, Taxes imposed on its income, and franchise and gross receipts Taxes imposed on it, by the jurisdiction under the Laws of which such Lender (or its Applicable Lending Office) or the Administrative Agent (as the case may be) is organized or any political subdivision thereof. If Borrower is required by Law to deduct any Taxes from or in respect of any sum payable under this Agreement or any other Loan Document to any Lender or the Administrative Agent, otherwise (ia “Payment”)) the sum payable will would be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 18.6) such Lender or the Administrative Agent receives an amount equal subject to the sum it would have received had no such deductions been madeexcise tax imposed by Section 4999 of the Code, (ii) Borrower shall make such deductions, (iii) Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Lawany successor provision, and (iv) Borrower shall furnish to Administrative Agent, at its address referred to herein, any interest or penalties are incurred by the original or a certified copy of a receipt evidencing payment thereof. In addition, Borrower agrees to pay any and all present or future stamp or documentary taxes and any other excise or property taxes or charges or similar levies which arise from any payment made under this Agreement or any other Loan Document or from the execution or delivery of, or otherwise Executive with respect toto such excise tax (the excise tax, this Agreement or any other Loan Document (together with interest and penalties thereon, hereinafter collectively referred to as Impositionsthe “Excise Tax”). Borrower agrees , the Executive shall be entitled to indemnify each Lender and receive an additional payment (a “Gross-up Payment”) in an amount such that after payment by the Administrative Agent for the full amount Executive of Taxes and Impositions (all taxes, including, without limitation, any Taxes income taxes and the Excise Tax imposed upon the Gross-up Payment (and any interest or Impositions penalties), the Executive shall retain an amount of the Gross-up Payment equal to the sum of (i) the amount of the Excise Tax imposed upon the Payment or asserted by the Gross-up Payment and (ii) without duplication, an amount equal to the product of (1) any jurisdiction on amounts payable under deductions disallowed for federal, state or local income tax purposes because of the inclusion of the Gross-up Payment in the Executive’s adjusted gross income, and (2) the highest applicable marginal rate of federal, state or local income taxation, respectively, for the calendar year in which the Gross-up Payment is made or is to be made. The intent of this Section 18.64 is that the Executive, after paying required federal, state and local income taxes and payroll taxes, will be in the same position as if the Executive was not subject to the Excise Tax and did not receive the extra amounts pursuant to this Section 4. Notwithstanding the foregoing provisions of this Section 4(a), if it shall be determined that the Executive would otherwise be entitled to a Gross-up Payment, but that the Payments do not exceed one hundred ten percent (110%) paid by such Lender or the Administrative Agent (as the case may be) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. Within 30 days after the date of any payment of Taxes, Borrower shall furnish to Administrative Agent the original or a certified copy of the greatest amount (the “Reduced Amount”) that could be paid to the Executive such that the receipt evidencing such paymentof Payments would not give rise to any Excise Tax, then no Gross-up Payment shall be made to the Executive and the Payments, in the aggregate, shall be reduced to the Reduced Amount.

Gross-Up. Any and all payments by Borrower In the event that any payment or benefit made or provided to or for the account benefit of any Lender or the Administrative Agent hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all Taxes, whether imposed now or Executive in the future, excluding, in the case of each Lender and the Administrative Agent, Taxes imposed on its income, and franchise and gross receipts Taxes imposed on it, by the jurisdiction under the Laws of which such Lender (or its Applicable Lending Office) or the Administrative Agent (as the case may be) is organized or any political subdivision thereof. If Borrower is required by Law to deduct any Taxes from or in respect of any sum payable under connection with this Agreement or any other Loan Document his employment with the Company or the termination thereof (a “Payment”) is determined to be subject to any Lender excise tax (“Excise Tax”) imposed by Section 4999 of the Code (or any successor to such Section), the Administrative AgentCompany shall pay to Executive, prior to the time any Excise Tax is payable with respect to such Payment (through withholding or otherwise), an additional amount (a “Gross-Up Payment”) which, after the imposition of all income, employment, excise and other taxes, penalties and interest thereon, is equal to the sum of (i) the sum payable will Excise Tax on such Payment plus (ii) any penalty and interest assessments associated with such Excise Tax. The determination of whether any Payment is subject to an Excise Tax and, if so, the amount and time of any Gross-Up Payment pursuant to this Section 8 shall be increased made by an independent auditor (the “Auditor”) jointly selected by the parties and paid by the Company. Unless Executive agrees otherwise in writing, the Auditor shall be a nationally recognized United States public accounting firm that has not, during the two years preceding the date of its selection, acted in any way on behalf of the Company or any of its affiliates. If the parties cannot agree on the firm to serve as necessary so that after making all required deductions the Auditor, then the parties shall each select one accounting firm and those two firms shall jointly select the accounting firm to serve as the Auditor. The parties shall cooperate with each other in connection with any Proceeding or Claim relating to the existence or amount of any liability for Excise Tax. All expenses relating to any such Proceeding or Claim (including deductions applicable attorneys’ fees and other expenses incurred by Executive in connection therewith) shall be paid by the Company promptly upon demand by Executive, and any such payment shall be subject to additional sums payable a Gross-Up Payment under this Section 18.6) 8 in the event that Executive is subject to Excise Tax on such Lender payment. This Section 8 shall apply irrespective of whether a Change of Control has occurred. Any Gross-Up Payment or the Administrative Agent receives an amount equal reimbursement for expenses relating to the sum it would have received had no such deductions been made, (ii) Borrower shall make such deductions, (iii) Borrower shall pay the full amount deducted to the relevant taxation authority a Proceeding or other authority Claim described in accordance with applicable Law, and (iv) Borrower shall furnish to Administrative Agent, at its address referred to herein, the original or a certified copy of a receipt evidencing payment thereof. In addition, Borrower agrees to pay any and all present or future stamp or documentary taxes and any other excise or property taxes or charges or similar levies which arise from any payment made under this Agreement or any other Loan Document or from the execution or delivery of, or otherwise with respect to, this Agreement or any other Loan Document (hereinafter referred to as Impositions). Borrower agrees to indemnify each Lender and the Administrative Agent for the full amount of Taxes and Impositions (including, without limitation, any Taxes or Impositions imposed or asserted by any jurisdiction on amounts payable under this Section 18.6) paid 8 shall be made by such Lender or the Administrative Agent (as the case may be) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. Within 30 days after the date of any payment of Taxes, Borrower shall furnish to Administrative Agent the original or a certified copy end of the receipt evidencing such paymentcalendar year following the calendar year in which the Executive remits the Excise Tax.

Gross-Up. Any and all All payments by Borrower to or for the account of any Lender or the Administrative Agent hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future Taxes, whether imposed now or in the future, excluding, in the case of each Lender excluding franchise Taxes and the Administrative Agent, Taxes imposed on its Lender's net income, and franchise and gross receipts Taxes imposed on it, by the jurisdiction under the Laws of which such Lender (or its Applicable Lending Office) is organized or the Administrative Agent (as the case may be) Lending Office is organized located or any political subdivision thereof. If Borrower is required by Law to deduct any Taxes from or in respect of any sum payable under this Agreement or any other Loan Document to any Lender or the Administrative AgentLender, (i) the sum payable will shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 18.6Section) such Lender or the Administrative Agent receives an amount equal to the sum it would have received had no such deductions been made, (ii) Borrower shall make such deductions, (iii) Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Law, and (iv) Borrower shall furnish to Administrative AgentLender, at its address referred to herein, the original or a certified copy of a receipt evidencing payment thereof. In addition, Borrower agrees to pay any and all present or future Impositions. Impositions include stamp or documentary taxes and any other excise or property taxes or charges or similar levies which arise from the Loan Obligations, any payment made under this Agreement or any other Loan Document or from the execution or delivery of, or otherwise with respect to, the Loan Obligations, this Agreement or any other Loan Document (hereinafter referred to as Impositions)Document. Borrower agrees to indemnify each Lender and the Administrative Agent for the full amount of all Impositions and Taxes, excluding franchise Taxes and Impositions Taxes imposed on Lender's net income, (including, without limitation, including any such Taxes or Impositions imposed or asserted by any jurisdiction on amounts payable under this Section 18.6Section) paid by such Lender or the Administrative Agent (as the case may be) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. Within 30 thirty days after the date of any payment of Taxes, Borrower shall furnish to Administrative Agent Lender the original or a certified copy of the a receipt evidencing such payment.

Gross-Up. Any and all (a) All payments made by Borrower to or for the account of any Lender or the Administrative Agent hereunder or under any other Loan Document shall be made free and clear of of, and without deduction reduction for or on account of, income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions, reserves or withholdings (including additions to tax or penalties applicable thereto) imposed, levied, collected, withheld or assessed by any Governmental Authority, which are imposed, enacted or become effective after the date hereof on Agent or Lender (such non-excluded taxes being referred to collectively as “Foreign Taxes”), excluding income, capital gains and franchise taxes imposed as a result of a present or former connection between a Lender and the jurisdiction imposing such tax (other than connections arising from such Lender having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document). If any Foreign Taxes are required to be withheld from any amounts payable to Agent or Lender hereunder, the amounts so payable to Agent or Lender, as applicable, shall be increased to the extent necessary to yield to Agent or Lender, as applicable (after payment of all Foreign Taxes), whether imposed now interest or any such other amounts payable hereunder at the rate or in the future, excluding, in the case amounts specified hereunder. Without duplication of each Lender and the Administrative Agent, Taxes imposed on its income, and franchise and gross receipts Taxes imposed on it, other amounts payable by the jurisdiction under the Laws of which such Lender (or its Applicable Lending Office) or the Administrative Agent (as the case may be) is organized or any political subdivision thereof. If Borrower is required by Law to deduct any Taxes from or in respect of any sum payable under this Agreement or any other Loan Document to any Lender or Section, the Administrative Agent, (i) the sum payable will be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 18.6) such Lender or the Administrative Agent receives an amount equal to the sum it would have received had no such deductions been made, (ii) Borrower shall make such deductions, (iii) Borrower shall timely pay the full amount deducted to the relevant taxation authority or other authority Governmental Authority in accordance with applicable Lawlaw, and (iv) Borrower shall furnish to Administrative Agentor at the option of the Agent timely reimburse it for the payment of, at its address referred to herein, the original or a certified copy of a receipt evidencing payment thereof. In addition, Borrower agrees to pay any and all present or future stamp stamp, court or documentary taxes and any other excise or property taxes or charges documentary, intangible, recording, filing or similar levies which Taxes that arise from any payment made under this Agreement or any other Loan Document or under, from the execution execution, delivery, performance, enforcement or delivery registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, this Agreement or any other Loan Document (hereinafter referred Document. Whenever any Foreign Tax is payable pursuant to applicable law by Borrower, as Impositions). Borrower agrees to indemnify each Lender and the Administrative Agent for the full amount of Taxes and Impositions (including, without limitation, any Taxes or Impositions imposed or asserted by any jurisdiction on amounts payable under this Section 18.6) paid by such Lender or the Administrative Agent (promptly as the case may be) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. Within 30 days after the date of any payment of Taxespossible thereafter, Borrower shall furnish send to Administrative Agent an original official receipt, if available, or certified copy thereof showing payment of such Foreign Tax. Borrower hereby indemnifies Agent and Lender for any incremental taxes, interest or penalties that may become payable by Agent or Lender which may result from any failure by Borrower to pay any such Foreign Tax when due to the appropriate taxing authority or any failure by Borrower to remit to Agent the original required receipts or a certified copy of the receipt evidencing such paymentother required documentary evidence.

Gross-Up. Any and all All payments by Borrower to or for the account of any Lender or the Administrative Agent hereunder or whatsoever under any other Loan Document shall this Guarantee Deed will be made by the Guarantor in Dollars free and clear of of, and without liability or withholding or deduction for or on account of, any and all Taxes, whether present or future Taxes of whatever nature imposed now or in the future, excluding, in the case levied on such payments made to any holder of each Lender and the Administrative Agent, Taxes imposed Notes by or on its income, and franchise and gross receipts Taxes imposed on it, by behalf of any jurisdiction (other than the jurisdiction under the Laws of in which such Lender holder is resident for tax purposes) (a) in which the Guarantor is incorporated, organized, managed or its Applicable Lending Officecontrolled or otherwise resides for tax purposes or (b) where a branch or office through which the Administrative Agent Guarantor is acting for purposes of this Guarantee Deed is located or from or through which the Guarantor is making any payment (as the case may be) is organized or any political subdivision thereofor taxing authority of or in such jurisdiction) (hereinafter a “Taxing Jurisdiction”), unless the withholding or deduction of such Tax is compelled by law. If Borrower is any deduction or withholding for any Tax of a Taxing Jurisdiction shall at any time be required by Law to deduct any Taxes from or in respect of any sum payable amounts to be paid by the Guarantor under this Agreement or any other Loan Document to any Lender or Guarantee Deed, the Administrative Agent, (i) the sum payable Guarantor will be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 18.6) such Lender or the Administrative Agent receives an amount equal pay to the sum it would have received had no such deductions been made, (ii) Borrower shall make such deductions, (iii) Borrower shall pay relevant Taxing Jurisdiction the full amount required to be withheld, deducted or otherwise paid before penalties attach thereto or interest accrues thereon and pay to each holder of a Note such additional amounts as may be necessary in order that the net amounts paid to such holder pursuant to the relevant taxation authority terms of this Guarantee Deed after such deduction, withholding or other authority in accordance with applicable Law, and (iv) Borrower shall furnish to Administrative Agent, at its address referred to herein, the original or a certified copy of a receipt evidencing payment thereof. In addition, Borrower agrees to pay any and all present or future stamp or documentary taxes and any other excise or property taxes or charges or similar levies which arise from any payment made under this Agreement or any other Loan Document or from the execution or delivery of, or otherwise with respect to, this Agreement or any other Loan Document (hereinafter referred to as Impositions). Borrower agrees to indemnify each Lender and the Administrative Agent for the full amount of Taxes and Impositions (including, without limitation, any Taxes required deduction or Impositions imposed or asserted by any jurisdiction withholding of Tax on amounts payable under this Section 18.6) paid by such Lender or the Administrative Agent (as the case may be) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. Within 30 days after to such additional amount), shall be not less than the date amounts then due and payable to such holder under the terms of this Guarantee Deed before the assessment of such Tax, provided that no payment of any payment of Taxes, Borrower additional amounts shall furnish be required to Administrative Agent the original or a certified copy of the receipt evidencing such payment.be made,

Gross-Up. Any and all payments by Borrower to or for the account of any Lender or the Administrative Agent hereunder or under any other Loan Document shall be is made free and clear of and without deduction for any and all Taxes, whether imposed now or in the futurefuture imposed, excluding, in the case of each Lender and the Administrative Agent, Taxes imposed on its income, and franchise and gross receipts Taxes imposed on it, by the jurisdiction under the Laws of which such Lender (or its Applicable Lending Office) or the Administrative Agent (as the case may be) is organized or any political subdivision thereof. If Borrower is required by Law to deduct any Taxes from or in respect of any sum payable under this Agreement or any other Loan Document to any Lender or the Administrative Agent, (i) the sum payable will be is increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 18.6Section) such Lender or the Administrative Agent receives an amount equal to the sum it would have received had no such deductions been made, (ii) Borrower shall make such deductions, (iii) Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Law, and (iv) Borrower shall furnish to Administrative Agent, at its address referred to herein, the original or a certified copy of a receipt evidencing payment thereof. In addition, Borrower agrees to pay any and all present or future stamp or documentary taxes and any other excise or property taxes or charges or similar levies which arise from any payment made under this Agreement or any other Loan Document or from the execution or delivery of, or otherwise with respect to, this Agreement or any other Loan Document (hereinafter referred to as Impositions). Borrower agrees to shall indemnify each Lender and the Administrative Agent for the full amount of Taxes and Impositions (including, without limitation, any Taxes or Impositions imposed or asserted by any jurisdiction on amounts payable under this Section 18.6Section) paid by such Lender or the Administrative Agent (as the case may be) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. Within 30 days after the date of any payment of Taxes, Borrower shall furnish to Administrative Agent the original or a certified copy of the a receipt evidencing such payment.

Gross-Up. Any All payments whatsoever under this Agreement and all payments the Notes will be made by Borrower to or for the account of any Lender Company or the Administrative Agent hereunder or under any other Loan Document shall be made Parent Guarantor in lawful currency of the United States of America free and clear of of, and without liability for withholding or deduction for or on account of, any and all Taxes, whether present or future Taxes of whatever nature imposed now or in the future, excluding, in the case levied on such payments made to any holder of each Lender and the Administrative Agent, Taxes imposed a Note by or on its income, and franchise and gross receipts Taxes imposed on it, by behalf of any jurisdiction (other than the jurisdiction under the Laws of in which such Lender holder is resident for tax purposes) (or its Applicable Lending Officea) in which the Company or the Administrative Agent Parent Guarantor is incorporated, organized, managed or controlled or otherwise resides for tax purposes or (as b) where a branch or office through which the case may be) Company or the Parent Guarantor is organized acting for purposes of this Agreement is located or from or through which the Company or the Parent Guarantor is making any payment (or any political subdivision thereof. If Borrower or taxing authority of or in such jurisdiction) (hereinafter a “Taxing Jurisdiction”), unless the withholding or deduction of such Tax is required by Law to deduct law or by the interpretation or administration of law. If any Taxes from deduction or withholding for any Tax of a Taxing Jurisdiction shall at any time be required in respect of any sum payable amounts to be paid by the Company or the Parent Guarantor under this Agreement or any other Loan Document to any Lender the Notes, the Company or the Administrative Agent, (i) the sum payable Parent Guarantor will be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 18.6) such Lender or the Administrative Agent receives an amount equal pay to the sum it would have received had no such deductions been made, (ii) Borrower shall make such deductions, (iii) Borrower shall pay relevant Taxing Jurisdiction the full amount required to be withheld, deducted or otherwise paid before penalties attach thereto or interest accrues thereon and pay to each holder of a Note such additional amounts as may be necessary in order that the net amounts paid to such holder pursuant to the relevant taxation authority or other authority in accordance with applicable Law, and (iv) Borrower shall furnish to Administrative Agent, at its address referred to herein, the original or a certified copy terms of a receipt evidencing payment thereof. In addition, Borrower agrees to pay any and all present or future stamp or documentary taxes and any other excise or property taxes or charges or similar levies which arise from any payment made under this Agreement or any other Loan Document the Notes after such deduction, withholding or from the execution or delivery of, or otherwise with respect to, this Agreement or any other Loan Document (hereinafter referred to as Impositions). Borrower agrees to indemnify each Lender and the Administrative Agent for the full amount of Taxes and Impositions payment (including, without limitation, any Taxes required deduction or Impositions imposed or asserted by any jurisdiction withholding of Tax on amounts payable under this Section 18.6) paid by such Lender or the Administrative Agent (as the case may be) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. Within 30 days after to such additional amount), shall be not less than the date amounts then due and payable to such holder under the terms of this Agreement or the Notes before the assessment of such Tax, provided that no payment of any payment of Taxes, Borrower additional amounts shall furnish be required to Administrative Agent the original or a certified copy of the receipt evidencing such payment.be made:

Gross-Up. Any and all payments by Borrower If any payment, distribution or benefit Employee would receive from the Company pursuant to or for the account of this Agreement, but determined without regard to any Lender or the Administrative Agent hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all Taxes, whether imposed now or in the future, excluding, in the case of each Lender and the Administrative Agent, Taxes imposed on its income, and franchise and gross receipts Taxes imposed on it, by the jurisdiction under the Laws of which such Lender (or its Applicable Lending Office) or the Administrative Agent (as the case may be) is organized or any political subdivision thereof. If Borrower is additional payment required by Law to deduct any Taxes from or in respect of any sum payable under this section 4(c), pursuant to this Agreement or any other Loan Document to any Lender or the Administrative Agent(“Payment”), would (i) constitute a “parachute payment” within the sum payable will be increased meaning of Section 280G of the Internal Revenue Code of 1986, as necessary so that after making all required deductions amended (including deductions applicable to additional sums payable under this Section 18.6) such Lender or the Administrative Agent receives an amount equal to the sum it would have received had no such deductions been made“Code”), and (ii) Borrower shall make such deductions, (iii) Borrower shall pay the full amount deducted be subject to the relevant taxation authority or other authority in accordance with applicable Law, and (iv) Borrower shall furnish to Administrative Agent, at its address referred to herein, excise tax imposed by Section 4999 of the original or a certified copy of a receipt evidencing payment thereof. In addition, Borrower agrees to pay any and all present or future stamp or documentary taxes and any other excise or property taxes or charges or similar levies which arise from any payment made under this Agreement Code or any other Loan Document interest or from the execution or delivery of, or otherwise penalties payable with respect toto such excise tax (such excise tax, this Agreement or together with any other Loan Document (such interest and penalties, are hereinafter collectively referred to as Impositionsthe “Excise Tax”), then Employee shall be entitled to receive from the Company an additional payment (the “Gross-Up Payment”) in an amount that shall fund the payment by Employee of any Excise Tax on the Payment as well as all income and employment taxes imposed on the Gross-Up Payment, any Excise Tax imposed on the Gross-Up Payment and any interest or penalties imposed with respect to income and employment taxes imposed on the Gross-Up Payment. Borrower agrees The accounting firm engaged by the Company for general audit purposes as of the day prior to indemnify each Lender and the Administrative Agent effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the full amount of Taxes and Impositions (includingindividual, without limitationentity or group effecting the Change in Control, any Taxes or Impositions imposed or asserted by any jurisdiction on amounts payable under this Section 18.6) paid the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such Lender or accounting firm required to be made hereunder. The accounting firm engaged to make the Administrative Agent determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Employee within fifteen (as the case may be15) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. Within 30 calendar days after the date of any payment of Taxeson which Employee’s right to a Payment is triggered (if requested at that time by the Company or Employee) or such other time as requested by the Company or Employee. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, Borrower it shall furnish the Company and Employee with an opinion reasonably acceptable to Administrative Agent the original or a certified copy Employee that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the receipt evidencing such paymentaccounting firm made hereunder shall be final, binding and conclusive upon the Company and Employee.

Gross-Up. Any and all payments Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, award, benefit or distribution (or any acceleration of any payment, award, benefit or distribution) by Borrower the Company (or any of its affiliated entities) or any entity which effectuates a Change in Control (as defined in the SIP) (or any of its affiliated entities) to or for the account benefit of any Lender or the Administrative Agent hereunder or under any other Loan Document shall be made free and clear Executive (whether pursuant to the terms of and without deduction for any and all Taxes, whether imposed now or in the future, excluding, in the case of each Lender and the Administrative Agent, Taxes imposed on its income, and franchise and gross receipts Taxes imposed on it, by the jurisdiction under the Laws of which such Lender (or its Applicable Lending Office) or the Administrative Agent (as the case may be) is organized or any political subdivision thereof. If Borrower is required by Law to deduct any Taxes from or in respect of any sum payable under this Agreement or any other Loan Document otherwise, but determined without regard to any Lender or the Administrative Agent, (i) the sum payable will be increased as necessary so that after making all additional payments required deductions (including deductions applicable to additional sums payable under this Section 18.66) such Lender or (the Administrative Agent receives an amount equal “Payments”) would be subject to the sum it would have received had no such deductions been madeexcise tax imposed by Sec­tion 4999 of the Internal Revenue Code of 1986, as amended (ii) Borrower shall make such deductionsthe “Code”), (iii) Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Law, and (iv) Borrower shall furnish to Administrative Agent, at its address referred to herein, the original or a certified copy of a receipt evidencing payment thereof. In addition, Borrower agrees to pay any and all present or future stamp or documentary taxes and any other excise or property taxes or charges or similar levies which arise from any payment made under this Agreement or any other Loan Document interest or from penalties are incurred by the execution or delivery of, or otherwise Executive with respect toto such excise tax (such excise tax, this Agreement or together with any other Loan Document (such interest and penalties, are hereinafter collectively referred to as Impositionsthe “Excise Tax”). Borrower agrees , then the Company shall pay to indemnify each Lender and the Administrative Agent for Executive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the full amount Executive of Taxes and Impositions all taxes (including, without limitation, any Taxes or Impositions imposed or asserted by any jurisdiction on amounts payable under this Section 18.6) paid by such Lender or the Administrative Agent (as the case may be) income taxes and any liability (including penalties, interest and expenses) arising therefrom or penalties imposed with respect thereto. Within 30 days after , and any excise tax) imposed upon the date of any payment of TaxesGross-Up Payment, Borrower shall furnish to Administrative Agent the original or a certified copy Executive retains an amount of the receipt evidencing Gross-Up Payment equal to the sum of (x) the Excise Tax imposed upon the Payments and (y) the product of (A) any deductions disallowed because of the inclusion of the Gross-Up Payment in the Executive’s adjusted gross income and (B) the highest applicable marginal rate of federal income taxation for the calendar year in which the Gross-Up Payment is to be made. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to (i) pay federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Gross-Up Payment is to be made, (ii) pay applicable state and local income taxes at the highest marginal rate of taxation for the calendar year in which the Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such paymentstate and local taxes and (iii) have otherwise allowable deductions for federal income tax purposes at least equal to those which could be disallowed because of the inclusion of the Gross-Up Payment in the Executive’s adjusted gross income.