All payments made by Guarantor to or for the account of any Agent, Swing Line Lender, Issuing Lender or Lender shall be made without condition or deduction of any kind, including for any counterclaim, defense, recoupment or set-off.  All payments made by Guarantor hereunder shall be made free and clear of and without deduction for any present or future Indemnified Taxes or Other Taxes.  Guarantor shall pay such Taxes and shall promptly furnish to Administrative Agent copies of any tax receipts or such evidence of payment as any Agent, Swing Line Lender, Issuing Lender or Lender may reasonably require.