Common use of Gross Up for Taxes Clause in Contracts

Gross Up for Taxes. All payments made by Borrower under the Note and other Loan Documents shall be made free and clear of, and without deduction or withholding for or on account of, any present or future stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding income taxes and franchise or other taxes (imposed in lieu of income taxes) imposed on Lender as a result of a present or former connection between Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from Lender's having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or the Note). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("Non-Excluded Taxes") is required to be withheld from any amounts payable to Lender under the Note or other Loan Documents, the amounts so payable to Lender shall be increased to the extent necessary to yield to Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable with respect to the Loan at the rates or in the amounts specified in the Note or other Loan Documents. Whenever any Non-Excluded Taxes are payable by Borrower, as promptly as possible thereafter Borrower shall send to Lender a certified copy of an original official receipt received by Borrower showing payment thereof. If Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to Lender the required receipts or other required documentary evidence, Borrower shall indemnify Lender for any incremental taxes, interest or penalties that may become payable by Lender as a result of any such failure. The agreements in this Section shall survive the termination of this Agreement and the payment of the Note and all other amounts payable in respect of the Loan.

Gross Up for Taxes. All payments made by Borrower Borrowers under this Agreement and the Note and other Loan Documents Notes shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding income taxes and franchise or other taxes (imposed in lieu of income taxes) imposed on Lender a Bank as a result of a present or former connection between Lender such Bank and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from Lender's such Bank’s having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or the its Note). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("“Non-Excluded Taxes"”) is are required to be withheld from any amounts payable to Lender such Bank hereunder or under the Note or other Loan Documentsits Note, the amounts so payable to Lender such Bank shall be increased to the extent necessary to yield to Lender such Bank (after payment of all Non-Excluded Taxes) interest or any such other amounts payable with respect to the its Loan at the rates or in the amounts specified in this Agreement and its Note; provided, however, that no Borrower shall be required to increase any such amounts payable to such Bank if such Bank is not organized under the Note Laws of the United States or other Loan Documentsa state thereof and such Bank fails to comply with the requirements of Section 10.13. Whenever any Non-Excluded Taxes are payable by any Borrower, as promptly as possible thereafter such Borrower shall send to Lender Administrative Agent for the account of such Bank a certified copy of an original official receipt received by such Borrower showing payment thereof. If any Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to Lender Administrative Agent the required receipts or other required documentary evidence, each Borrower shall shall, jointly and severally, indemnify Lender such Bank for any incremental taxes, interest or penalties that may become payable by Lender such Bank as a result of any such failure. The agreements in this Section shall survive the termination of this Agreement and the payment of the Note Notes and all other amounts payable in respect of the Loanhereunder.

Gross Up for Taxes. All (a) Any and all payments made by the Borrower under this agreement or under any other Credit Document (any such payment being hereinafter referred to as a “Payment”) to or for the Note and other Loan Documents benefit of the Administrative Agent or any Lender shall be made without set-off or counterclaim, and free and clear of, and without deduction or withholding for for, or on account of, any and all present or future stamp Taxes except to the extent that such deduction or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed withholding is required by any Governmental Authority, excluding income taxes and franchise or other taxes (imposed in lieu of income taxes) imposed on Lender as a result of a present or former connection between Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from Lender's having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement law or the Note)administrative practice of any Official Body. If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("Non-Excluded Taxes") is Taxes are so required to be deducted or withheld from or in respect of any Payment made to or for the benefit of the Administrative Agent or any Lender, the Borrower shall: (i) promptly notify the Administrative Agent of such requirement; (ii) pay to the Administrative Agent or such Lender, as the case may be, in addition to the Payment to which the Administrative Agent or such Lender is otherwise entitled, such additional amount as is necessary to ensure that the net amount actually received by the Administrative Agent or such Lender (free and clear of, and net of, any such Taxes, including the full amount of any Taxes required to be deducted or withheld from any amounts payable additional amount paid by the Borrower under this Section 8.6(a), whether assessable against the Borrower, the Administrative Agent or such Lender) equals the full amount the Administrative Agent or such Lender, as the case may be, would have received had no such deduction or withholding been required; (iii) make such deduction or withholding; (iv) pay to the relevant Official Body in accordance with applicable law the full amount of Taxes required to be deducted or withheld (including the full amount of Taxes required to be deducted or withheld from any additional amount paid by the Borrower to the Administrative Agent or such Lender under this Section 8.6(a)), within the Note or other Loan Documents, the amounts so payable to Lender shall be increased to the extent necessary to yield to Lender time period required by applicable law; and (after payment of all Non-Excluded Taxesv) interest or any such other amounts payable with respect to the Loan at the rates or in the amounts specified in the Note or other Loan Documents. Whenever any Non-Excluded Taxes are payable by Borrower, as promptly as possible thereafter Borrower shall send thereafter, forward to Lender a certified copy of the Administrative Agent or such Lender, as the case may be, an original official receipt received by (or a certified copy), or other documentation reasonably acceptable to the Administrative Agent or such Lender, evidencing such payment to such Official Body. (b) In addition, the Borrower showing payment thereof. If Borrower fails agrees to pay any Nonand all present or future Other Taxes. (c) The Borrower hereby indemnifies and holds harmless the Administrative Agent and each Lender, on an after-Excluded Taxes basis, for the full amount of Taxes and Other Taxes, interest, penalties and other liabilities, levied, imposed or assessed against (and whether or not paid directly by) the Administrative Agent or any Lender, as applicable, and for all expenses, resulting from or relating to the Borrower’s failure to: (i) remit to the Administrative Agent or any Lender the documentation referred to in Section 8.6(a)(v); or (ii) pay any Taxes or Other Taxes when due to the appropriate taxing authority relevant Official Body (including, without limitation, any Taxes imposed by any Official Body on amounts payable under this Section 8.6). The provisions of this Section 8.6(c) shall apply whether or fails not such Taxes were correctly or legally assessed. The Administrative Agent or any Lender who pays any Taxes or Other Taxes in excess of the amount (if any) paid by the Borrower on account thereof under Section 8.6(b), shall promptly notify the Borrower of such payment, provided, however, that failure to remit provide such notice shall not detract from, or compromise, the obligations of the Borrower under this Section 8.6. Payment pursuant to this indemnification shall be made within 30 days from the date the Administrative Agent or any Lender, as the case may be, makes written demand therefor accompanied by a certificate as to the amount of such Taxes or Other Taxes and the calculation thereof, which calculation shall be prima facie evidence of such amount. (d) If the Borrower determines in good faith that a reasonable basis exists for contesting any Taxes for which a payment has been made under this Section 8.6, the Lender or the Administrative Agent, as applicable, shall, if so requested by the Borrower, cooperate with the Borrower in challenging such Taxes at the Borrower’s expense. (e) If any Lender or the Administrative Agent, as applicable, receives a refund of, or credit for, Taxes for which a payment has been made by the Borrower under this Section 8.6, which refund or credit in the good faith judgment of such Lender or the Administrative Agent, as the case may be, is attributable to the Taxes giving rise to such payment made by the Borrower, then such Lender or the Administrative Agent, as the case may be, shall reimburse the Borrower for such amount (if any, but not exceeding the amount of any payment made under this Section 8.6 that gives rise to such refund or credit), net of out-of-pocket expenses of such Lender or the Administrative Agent, as the case may be, which the Administrative Agent or Lender, as the case may be, determines in its absolute discretion will leave it, after such reimbursement, in no better or worse position than it would have been in if such Taxes had not been exigible. The Borrower, upon the request of the Administrative Agent or any Lender, agrees to repay the Administrative Agent or such Lender, as the case may be, any portion of any such refund or credit paid over to the Borrower that the Administrative Agent or such Lender, as the case may be, is required receipts to pay to the relevant Official Body and agrees to pay any interest, penalties or other required documentary evidencecharges paid by the Administrative Agent or Lender, Borrower shall indemnify Lender for any incremental taxesas the case may be, interest or penalties that may become payable by Lender as a result of or related to such payment to such Official Body. Neither the Administrative Agent nor any such failureLender shall be under any obligation to arrange its tax affairs in any particular manner so as to claim any refund or credit. The agreements None of the Lenders nor the Administrative Agent shall be obliged to disclose any information regarding its tax affairs or computations to the Borrower or any other Person in connection with this Section 8.6(e) or any other provision of this Section 8.6. (f) The Borrower also hereby indemnifies and holds harmless the Administrative Agent and each Lender, on an after-Taxes basis, for any additional taxes on net income that the Administrative Agent or any Lender may be obliged to pay as a result of the receipt of amounts under this Section 8.6. (g) Any Lender that is entitled to an exemption from or reduction of withholding Taxes or Other Taxes (collectively, “Relevant Taxes”) under the law of the jurisdiction in which the Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to Payments shall, at the request of the Borrower, deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law (if any) as will permit such payments to be made without withholding or at a reduced rate of withholding or a reduced rate of Relevant Taxes. In addition, (i) any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law (if any) or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to withholding or information reporting requirements, and (ii) any Lender that ceases to be, or to be deemed to be, resident in Canada for purposes of Part XIII of the Tax Act or any successor provision thereto in respect of Payments shall within five Banking Days thereof notify the Borrower and the Administrative Agent in writing. Notwithstanding the foregoing, no Lender shall be required to deliver any documentation pursuant to this Section 8.6(g) that such Lender is not legally able to deliver. (h) Additional amounts payable under Section 8.6(a) have the same character as the Payments to which they relate. For greater certainty, for example, additional amounts payable under Section 8.6(a) in respect of interest payable under a Credit Document, shall be payments of interest under such Credit Document. All payments made under this Section 8.6 shall be subject to the provisions of this Section 8.6. (i) The Borrower’s obligations under this Section 8.6 shall survive without limitation the termination of the Credit Facility and this Agreement agreement and all other Credit Documents and the payment permanent repayment of the Note outstanding credit and all other amounts payable in respect of the Loanhereunder.

Gross Up for Taxes. All payments made by Borrower under the If any Note and other Loan Documents Party shall be required by Applicable Law to withhold or deduct any taxes from or in respect of any sum payable under this Agreement or any of the other Note Documents to Agent, or any Purchaser, assignee of any Purchaser, or Participant (each, individually, a “Payee” and collectively, the “Payees”), (a) the sum payable to such Payee or Payees, as the case may be, shall be increased as may be necessary so that, after making all required withholding or deductions, the applicable Payee or Payees receives an amount equal to the sum it would have received had no such withholding or deductions been made free and clear of(the “Gross-Up Payment”), (b) such Note Party shall make such withholding or deductions, and without deduction (c) such Note Party shall pay the full amount withheld or withholding for or on account of, any present or future stamp deducted to the relevant taxation authority or other authority in accordance with Applicable Law. Notwithstanding the foregoing, no Note Party shall be obligated to make any portion of the Gross-Up Payment to the extent that (i) such taxes are U.S. Federal taxes and the obligation to withhold or deduct such taxes existed on the date such Payee became a party to this Agreement or received its interest hereunder or, with respect to payments to a new office for booking the Notes hereunder of such Payee, the date such Payee designated such new office with respect to the Notes hereunder; provided, however, that this clause (i) shall not apply to the extent the Gross-Up Payment any Payee, or any Payee acting through a new office, would be entitled to receive (without regard to this clause (i)) does not exceed the Gross-Up Payment that the person making the transfer or selling the participation, or the Payee making the designation of such new office, would have been entitled to receive in the absence of such transfer, participation or designation, (ii) to the extent that the obligation to pay such Gross-Up Payment would not have arisen but for a failure of such Payee to comply with Section 3.10 hereof, (iii) that is attributable to taxes imposed under FATCA (or any amendment thereto or successor version thereof that is substantively comparable to FATCA and with respect to which compliance is not materially more onerous), or (iv) that are taxes imposed on or measured by net income (however denominated), franchise taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding income branch profits taxes and franchise or other taxes (imposed in lieu of income taxes) imposed on Lender as a result of such Payee being organized under the laws of, or having its principal office or lending office located in the jurisdiction imposing such tax or as a result of any present or former connection between Lender such Payee and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such a connection arising solely from Lender's such Payee having executed, delivered or delivered, become a party to, performed its obligations or received a payment under, received payments under, perfected a security interest under or enforcedenforced any Note Document, this Agreement or the Notesold or assigned an interest in any Note Document). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("Non-Excluded Taxes") is required to be withheld from any amounts payable to Lender under the Note or other Loan Documents, the amounts so payable to Lender shall be increased to the extent necessary to yield to Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable with respect to the Loan at the rates or in the amounts specified in the Note or other Loan Documents. Whenever any Non-Excluded Taxes are payable by Borrower, as promptly as possible thereafter Borrower shall send to Lender a certified copy of an original official receipt received by Borrower showing payment thereof. If Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to Lender the required receipts or other required documentary evidence, Borrower shall indemnify Lender for any incremental taxes, interest or penalties that may become payable by Lender as a result of any such failure. The agreements in this Section shall survive the termination of this Agreement and the payment of the Note and all other amounts payable in respect of the Loan.

Gross Up for Taxes. All (a) Any and all payments made by or on behalf of the Borrower under this Agreement or under any other Finance Document (any such payment being hereinafter referred to as a “Payment”) to or for the Note and other Loan Documents benefit of a Finance Party shall be made without set-off or counterclaim, and free and clear of, and without deduction or withholding for for, or on account of, any and all present or future stamp Taxes except to the extent that such deduction or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed withholding is required by any Governmental Authority, excluding income taxes and franchise or other taxes (imposed in lieu of income taxes) imposed on Lender as a result of a present or former connection between Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from Lender's having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement law or the Note)administrative practice of any Official Body. If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("Non-Excluded Taxes") is Taxes are so required to be deducted or withheld from or in respect of any Payment made to or for the benefit of a Finance Party, the Borrower shall: (i) promptly notify the Administrative Agent of such requirement; (ii) with respect to Indemnified Taxes, pay to such Finance Party in addition to the Payment to which such Finance Party is otherwise entitled, such additional amount as is necessary to ensure that the net amount actually received by such Finance Party (free and clear of, and net of, any such Indemnified Taxes, including the full amount of any Indemnified Taxes required to be deducted or withheld from any amounts payable to Lender additional amount paid by the Borrower under this Section 8.6(a), whether assessable against the Note Borrower or other Loan Documentssuch Finance Party) equals the full amount the Finance Party, the amounts so payable to Lender shall be increased would have received had no such deduction or withholding been required; (iii) make such deduction or withholding; (iv) pay to the extent necessary relevant Official Body in accordance with Applicable Law the full amount of Taxes required to yield be deducted or withheld (including the full amount of Taxes required to Lender (after payment of all Non-Excluded Taxes) interest be deducted or withheld from any such other amounts payable with respect additional amount paid by the Borrower, to the Loan at Finance Party under this Section 8.6(a)), within the rates or in the amounts specified in the Note or other Loan Documents. Whenever any Non-Excluded Taxes are payable time period required by Borrower, Applicable Law; and (v) as promptly as possible thereafter Borrower shall send thereafter, forward to Lender a certified copy of the relevant Finance Party an original official receipt received by (or a certified copy), or other documentation reasonably acceptable to the Administrative Agent and such Finance Party, evidencing such payment to such Official Body. (b) In addition, the Borrower showing payment thereof. If Borrower fails agrees to pay any Nonand all present or future Other Taxes. (c) The Borrower hereby indemnifies and holds harmless each Finance Party, on an after-Excluded Taxes basis, for the full amount of Indemnified Taxes and Other Taxes. In addition, the Borrower hereby indemnifies and holds harmless each Finance Party for all Taxes, interest, penalties and other liabilities, levied, imposed or assessed against (and whether or not paid directly by) the Administrative Agent or such Finance Party, as applicable, and for all expenses, resulting from or relating to the Borrower’s failure to: (i) remit to the Administrative Agent or such Finance Party the documentation referred to in Section 8.6(a)(v); or (ii) pay any Taxes or Other Taxes when due to the appropriate taxing authority relevant Official Body (including, without limitation, any Taxes imposed by any Official Body on amounts payable under this Section 8.6). (d) The provisions of Section 8.6(c) shall apply whether or fails not such Indemnified Taxes or Other Taxes were correctly or legally assessed. The Administrative Agent or any Finance Party who pays any Taxes or Other Taxes shall promptly notify the Borrower of such payment, provided, however, that failure to remit provide such notice shall not detract from, or compromise, the obligations of the Borrower under this Section 8.6. Payment pursuant to Lender this indemnification shall be made within 20 days from the date the Administrative Agent or the relevant Finance Party, as the case may be, makes written demand therefor accompanied by a certificate as to the amount of such Taxes or Other Taxes and the calculation thereof, which calculation shall be prima facie evidence of such amount. (e) If the Borrower determines in good faith that a reasonable basis exists for contesting any Indemnified Taxes for which a payment has been made under this Section 8.6, the relevant Finance Party shall, if so requested by the Borrower, cooperate with the Borrower in challenging such Indemnified Taxes at the Borrower’s expense. (f) If any Finance Party receives a refund of Taxes for which a payment has been made by the Borrower under this Section 8.6, which refund in the good faith judgment of the Finance Party is attributable to the Indemnified Taxes giving rise to such payment made by the Borrower, then such Finance Party shall reimburse the Borrower for such amount (if any, but not exceeding the amount of any payment made under this Section 8.6 that gives rise to such refund), net of out-of- pocket expenses of such Finance Party which the Finance Party determines in its absolute discretion will leave it, after such reimbursement, in no better or worse position than it would have been in if such Taxes subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts in respect of such Taxes had never been paid. The Borrower, upon the request of a Finance Party, agrees to repay such Finance Party any portion of any such refund paid over to the Borrower that a Finance Party is required receipts to repay to the relevant Official Body and agrees to pay any interest, penalties or other required documentary evidence, Borrower shall indemnify Lender for any incremental taxes, interest or penalties that may become payable charges paid by Lender such Finance Party as a result of or related to such payment to such Official Body. No Finance Party shall be under any such failureobligation to arrange its tax affairs in any particular manner so as to claim any refund. The agreements No Finance Party shall be obliged to disclose any information regarding its tax affairs or computations to the Borrower or any other Person in connection with this Section 8.6(f) or any other provision of this Section 8.6. (g) Any Finance Party that is entitled to an exemption from or reduction of withholding Taxes or Other Taxes (collectively, “Relevant Taxes”) under the law of the jurisdiction in which the Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to Payments shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by Applicable Law and reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by Applicable Law (if any) as will permit such payments to be made without withholding or at a reduced rate of withholding or a reduced rate of Relevant Taxes. In addition, any Finance Party, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law (if any) or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Finance Party is subject to withholding or information reporting requirements. Notwithstanding the foregoing, no Finance Party shall be required to deliver any documentation pursuant to this Section 8.6(g) that such Finance Party is not legally able to deliver. (h) Additional amounts payable under Section 8.6(a) have the same character as the Payments to which they relate. For greater certainty, for example, additional amounts payable under Section 8.6(a), in respect of interest payable under a Finance Document, shall be payments of interest under such Finance Document. All payments made under this Section 8.6 shall be subject to the provisions of this Section 8.6. (i) The Borrower’s obligations under this Section 8.6 shall survive without limitation the termination of the Facility and this Agreement agreement and all other Credit Documents and the payment permanent repayment of the Note outstanding credit and all other amounts payable in respect of under this Agreement or the LoanCredit Documents.

Gross Up for Taxes. All payments made by Borrower under of principal and interest on the Note Advances and all other amounts payable hereunder or any other Loan Documents Document shall be made free and clear of, of and without deduction for any Taxes, except as required by applicable Law. If any withholding or deduction from any payment to be made by any Loan Party hereunder or under any other Loan Document is required in respect of any Taxes pursuant to any applicable Law, then the applicable Loan Party will (i) pay directly to the relevant authority the full amount required to be so withheld or deducted, (ii) promptly forward to Lender an official receipt or other documentation satisfactory to Lender evidencing such payment to such authority, and (iii) if the Tax is an Indemnified Tax, pay to Lender such additional amount or amounts as is necessary to ensure that the net amount actually received by Lender will equal the full amount Lender would have received had no such withholding or deduction been required. The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable Law, or at the option of Lender timely reimburse it for or on account the payment of, any present or future stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding income taxes and franchise or other taxes (imposed in lieu of income taxes) imposed on Lender as a result of a present or former connection between Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from Lender's having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or the Note)Other Taxes. If any such non-excluded taxesIndemnified Taxes are directly asserted against Lender (or any of its Affiliates) with respect to a payment received hereunder or any other Loan Document or with respect to, leviesor arising from, impoststhe obligations of the Loan Parties under any Loan Document, dutiesthe Loan Parties shall jointly and severally indemnify Lender, chargeswithin 10 days after demand therefor, fees, deductions for the full amount of any Indemnified Taxes (including Taxes imposed or withholdings ("Non-Excluded Taxes") is required asserted on or attributable to be withheld from any amounts payable under this Section) payable or paid by Xxxxxx and any reasonable, out-of-pocket expenses arising therefrom or with respect thereto (including reasonable, out-of-pocket attorneys’ or tax advisor fees and expenses), whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to Lender under the Note amount of such payment or other Loan Documents, the amounts so payable liability delivered to Borrower by Lender shall be increased to the extent necessary to yield to Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable with respect to the Loan at the rates or in the amounts specified in the Note or other Loan Documents. Whenever any Non-Excluded Taxes are payable by Borrower, as promptly as possible thereafter Borrower shall send to Lender a certified copy of an original official receipt received by Borrower showing payment thereof. If Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to Lender the required receipts or other required documentary evidence, Borrower shall indemnify Lender for any incremental taxes, interest or penalties that may become payable by Lender as a result of any such failure. The agreements in this Section shall survive the termination of this Agreement conclusive and the payment of the Note and all other amounts payable in respect of the Loanbinding absent manifest error.

Gross Up for Taxes. (a) All payments made by Borrower under or any other Loan Party of principal of and interest on the Note Loans and of all fees and other Loan amounts payable under this Agreement and the Other Documents shall be made free and clear of, and without withholding or deduction or withholding for or on account by reason of, any present or future stamp or other taxes, levies, duties, imposts, duties, charges, fees, deductions assessments or withholdings, now other charges levied or hereafter imposed, levied, collected, withheld or assessed imposed by any Governmental Authority, excluding income taxes and franchise or other taxes (imposed in lieu of income taxes) imposed on Lender as a result of a present or former connection between Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein Body (other than franchise taxes and taxes on or measured by the overall net income of any such connection arising solely Lender) (collectively, “Taxes”). If Borrower or any other Loan Party shall be required by Applicable Law to withhold or deduct any Taxes from Lender's having executed, delivered or performed its obligations or received a payment under, or enforced, in respect of any sum payable under this Agreement or any of the Note). If any such non-excluded taxesOther Documents, levies, imposts, duties, charges, fees, deductions or withholdings ("Non-Excluded Taxes"i) is required to be withheld from any amounts the sum payable to Lender under the Note Agent or other Loan Documents, the amounts so payable to such Lender shall be increased as may be necessary so that, after making all required withholding or deductions, Agent or such Lender (as the case may be) receives an amount equal to the extent necessary sum it would have received had no such withholding or deductions been made, (ii) Borrower or such other Loan Party, as applicable, shall make such withholding or deductions, and (iii) Borrower or such other Loan Party, as applicable, shall pay the full amount withheld or deducted to yield the relevant taxation authority or other Governmental Body in accordance with Applicable Law. Borrower and each other Loan Party shall promptly furnish to Agent for distribution to each affected Lender, as the case may be, upon request of Agent or such Lender, official receipts evidencing such withholding, deduction or payment. (b) Borrower and each other Loan Party will indemnify Agent and each Lender (after payment of without duplication) against, and reimburse Agent and each Lender for, all Non-Excluded Taxespresent and future Taxes (including interest and penalties) interest levied or any such other amounts payable collected (whether or not legally or correctly imposed, assessed, levied or collected) on or with respect to this Agreement or any Other Document or the Loan at the rates Obligations or in any portion thereof. Each such indemnification shall be on an after-tax basis, taking into account any such Taxes imposed on the amounts specified in paid as indemnity. (c) Without prejudice to the Note survival of any other term or provision of this Agreement, the Obligations of Borrower and the other Loan Documents. Whenever any Non-Excluded Taxes are payable by Borrower, as promptly as possible thereafter Borrower shall send to Lender a certified copy of an original official receipt received by Borrower showing payment thereof. If Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to Lender the required receipts or other required documentary evidence, Borrower shall indemnify Lender for any incremental taxes, interest or penalties that may become payable by Lender as a result of any such failure. The agreements in Parties under this Section 3.10 shall survive the termination of this Agreement and the payment of the Note Loans and all other amounts payable in respect Obligations and the termination of the LoanCommitments.

Gross Up for Taxes. All payments made by Borrower under the Note and other Loan Documents shall be made free and clear of, and without deduction or withholding for or on account of, any present or future stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding income taxes and franchise or other taxes (imposed in lieu of income taxes) imposed on Lender as a result of a present or former connection between Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from Lender's ’s having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or the Note). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("“Non-Excluded Taxes"”) is required to be withheld from any amounts payable to Lender under the Note or other Loan Documents, the amounts so payable to Lender shall be increased to the extent necessary to yield to Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable with respect to the Loan at the rates or in the amounts specified in the Note or other Loan Documents. Whenever any Non-Excluded Taxes are payable by Borrower, as promptly as possible thereafter Borrower shall send to Lender a certified copy of an original official receipt received by Borrower showing payment thereof. If Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to Lender the required receipts or other required documentary evidence, Borrower shall indemnify Lender for any incremental taxes, interest or penalties that may become payable by Lender as a result of any such failure. The agreements in this Section shall survive the termination of this Agreement and the payment of the Note and all other amounts payable in respect of the Loan.

Gross Up for Taxes. All (a) Any and all payments made by or on behalf of any Borrower under this agreement or under any other Credit Document (any such payment being hereinafter referred to as a “Payment”) to or for the Note and other Loan Documents benefit of the Administrative Agent or any Lender shall be made without set-off or counterclaim, and free and clear of, and without deduction or withholding for for, or on account of, any and all present or future Taxes except to the extent that such deduction or withholding is required by law or the administrative practice of any Official Body. If any such Taxes are so required to be deducted or withheld from or in respect of any Payment made to or for the benefit of the Administrative Agent or any Lender, the Borrower shall: (i) promptly notify the Administrative Agent of such requirement; (ii) pay to the Administrative Agent or such Lender, as the case may be, in addition to the Payment to which the Administrative Agent or such Lender is otherwise entitled, such additional amount as is necessary to ensure that the net amount actually received by the Administrative Agent or such Lender (free and clear of, and net of, any such Taxes, including the full amount of any Taxes required to be deducted or withheld from any additional amount paid by the Borrower under this Section 8.6(a), whether assessable against the Borrower, the Administrative Agent or such Lender) equals the full amount the Administrative Agent or such Lender, as the case may be, would have received had no such deduction or withholding been required; (iii) make such deduction or withholding; (iv) pay to the relevant Official Body in accordance with applicable law the full amount of Taxes required to be deducted or withheld (including the full amount of Taxes required to be deducted or withheld from any additional amount paid by the Borrower to the Administrative Agent or such Lender under this Section 8.6(a)), within the time period required by applicable law; and (v) as promptly as possible thereafter, forward to the Administrative Agent or such Lender, as the case may be, an original official receipt (or a certified copy), or other documentation reasonably acceptable to the Administrative Agent and such Lender, evidencing such payment to such Official Body. (b) If the Administrative Agent or any Lender is subject to Taxes under Part XIII of the Tax Act (or any successor part) in respect of any Payment made by the Borrower but such Taxes are not levied by way of deduction or withholding (all such Taxes being “Non-Withheld Part XIII Taxes”), the Borrower shall pay to the Administrative Agent or such Lender, as the case may be, at the time the Borrower makes such Payment and in addition to such Payment, such additional amount as is necessary to ensure that the total amount received by the Administrative Agent or such Lender, as the case may be, is equal to the Payment plus the amount of Non-Withheld Part XIII Taxes exigible in respect of the aggregate of the Payment and the additional amount payable under this Section 8.6(b). (c) In addition, the Borrower agrees to pay any and all present or future stamp or other documentary taxes or excise or property taxes, leviescharges or levies of a similar nature, impostswhich arise from any Payment made by it or from the execution, dutiesdelivery or registration of, chargesor otherwise with respect to, feesthe Credit Documents and the transactions contemplated thereby (any such amounts being hereinafter referred to as “Other Taxes”). (d) The Borrower hereby indemnifies and holds harmless the Administrative Agent and each Lender, deductions or withholdingson an after-Taxes basis, now or hereafter imposedfor the full amount of Taxes and Other Taxes, including Non-Withheld Part XIII Taxes, interest, penalties and other liabilities, levied, collected, withheld imposed or assessed by any Governmental Authorityagainst (and whether or not paid directly by) the Administrative Agent or such Lender, excluding income taxes as applicable, and franchise for all expenses, resulting from or other taxes (imposed in lieu of income taxes) imposed on Lender as a result of a present or former connection between Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from Lender's having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or the Note). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("Non-Excluded Taxes") is required to be withheld from any amounts payable to Lender under the Note or other Loan Documents, the amounts so payable to Lender shall be increased relating to the extent necessary to yield to Lender Borrower’s failure to: (after payment of all Non-Excluded Taxesi) interest or any such other amounts payable with respect remit to the Loan at Administrative Agent or such Lender the rates or documentation referred to in the amounts specified in the Note or other Loan Documents. Whenever any Non-Excluded Taxes are payable by Borrower, as promptly as possible thereafter Borrower shall send to Lender a certified copy of an original official receipt received by Borrower showing payment thereof. If Borrower fails to Section 8.6(a)(v); (ii) pay any Non-Excluded Taxes or Other Taxes when due to the appropriate taxing authority relevant Official Body (including, without limitation, any Taxes imposed by any Official Body on amounts payable under this Section 8.6)); or (iii) pay to the Administrative Agent or fails applicable Lender any Non-Withheld Part XIII Taxes in accordance with Section 8.6(b), whether or not such Taxes were correctly or legally assessed. The Administrative Agent or any Lender who pays any Taxes or Other Taxes (other than Non-Withheld Part XIII Taxes), and the Administrative Agent or any Lender who pays any Non-Withheld Part XIII Taxes in excess of the amount (if any) paid by the Borrower on account thereof under Section 8.6(b), shall promptly notify the Borrower of such payment, provided, however, that failure to remit provide such notice shall not detract from, or compromise, the obligations of the Borrower under this Section 8.6. Payment pursuant to this indemnification shall be made within 30 days from the date the Administrative Agent or the Lender, as the case may be, makes written demand therefor accompanied by a certificate as to the amount of such Taxes or Other Taxes and the calculation thereof, which calculation shall be prima facie evidence of such amount. (e) If the Borrower determines in good faith that a reasonable basis exists for contesting any Taxes for which a payment has been made under this Section 8.6, the Lender (other than Export Development Canada) or the Administrative Agent, as applicable, shall, if so requested by the Borrower, cooperate with the Borrower in challenging such Taxes at the Borrower’s expense. (f) If any Lender or the Administrative Agent, as applicable, receives a refund of, or credit for, Taxes for which a payment has been made by the Borrower under this Section 8.6, which refund or credit in the good faith judgment of such Lender or the Administrative Agent, as the case may be, is attributable to the Taxes giving rise to such payment made by the Borrower, then the Lender or the Administrative Agent, as the case may be, shall reimburse the Borrower for such amount (if any, but not exceeding the amount of any payment made under this Section 8.6 that gives rise to such refund or credit), net of out-of-pocket expenses of such Lender or the Administrative Agent, as the case may be, which the Administrative Agent or such Lender, as the case may be, determines in its absolute discretion will leave it, after such reimbursement, in no better or worse position than it would have been in if such Taxes had not been exigible. The Borrower, upon the request of the Administrative Agent or any Lender, agrees to repay the Administrative Agent or such Lender, as the case may be, any portion of any such refund or credit paid over to the Borrower that the Administrative Agent or such Lender, as the case may be, is required receipts to pay to the relevant Official Body and agrees to pay any interest, penalties or other required documentary evidencecharges paid by such Lender or the Administrative Agent, Borrower shall indemnify Lender for any incremental taxesas the case may be, interest or penalties that may become payable by Lender as a result of or related to such payment to such Official Body. Neither the Administrative Agent nor any such failureLender shall be under any obligation to arrange its tax affairs in any particular manner so as to claim any refund or credit. The agreements None of the Lenders nor the Administrative Agent shall be obliged to disclose any information regarding its tax affairs or computations to the Borrower or any other Person in connection with this Section 8.6(f) or any other provision of this Section 8.6. (g) The Borrower also hereby indemnifies and holds harmless the Administrative Agent and each Lender, on an after-Taxes basis, for any additional taxes on net income that the Administrative Agent or such Lender may be obliged to pay as a result of the receipt of amounts under this Section 8.6. (h) Any Lender that is entitled to an exemption from or reduction of withholding tax or Non-Withheld Part XIII Taxes under the law of the jurisdiction in which the Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to Payments shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law and reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law (if any) as will permit such payments to be made without withholding or at a reduced rate of withholding or a reduced rate of Non-Withheld Part XIII Taxes. In addition, (i) any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law (if any) or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to withholding or information reporting requirements, and (ii) any Lender that ceases to be, or to be deemed to be, resident in Canada for purposes of Part XIII of the Tax Act or any successor provision thereto in respect of Payments shall within five Business Days thereof notify the Borrower and the Administrative Agent in writing. Notwithstanding the foregoing, no Lender shall be required to deliver any documentation pursuant to this Section 8.6(h) that such Lender is not legally able to deliver. (i) Additional amounts payable under Section 8.6(a) and Non-Withheld Part XIII Taxes payable under Section 8.6(b) have the same character as the Payments to which they relate. For greater certainty, for example, additional amounts payable under Section 8.6(a) or Non-Withheld Part XIII Taxes payable under Section 8.6(b), in respect of interest payable under a Credit Document, shall be payments of interest under such Credit Document. All payments made under this Section 8.6 shall be subject to the provisions of this Section 8.6. (j) The Borrower’s obligations under this Section 8.6 shall survive without limitation the termination of the Credit Facility and this Agreement agreement and all other Credit Documents and the payment permanent repayment of the Note outstanding credit and all other amounts payable in respect of the Loanhereunder.

Gross Up for Taxes. All (a) Any and all payments made by or on behalf of the Borrower under this agreement or under any other Finance Document (any such payment being hereinafter referred to as a “Payment”) to or for the Note and other Loan Documents benefit of a Finance Party shall be made without set-off or counterclaim, and free and clear of, and without deduction or withholding for for, or on account of, any and all present or future stamp Taxes except to the extent that such deduction or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed withholding is required by any Governmental Authority, excluding income taxes and franchise or other taxes (imposed in lieu of income taxes) imposed on Lender as a result of a present or former connection between Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from Lender's having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement law or the Note)administrative practice of any Official Body. If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("Non-Excluded Taxes") is Taxes are so required to be deducted or withheld from or in respect of any Payment made to or for the benefit of a Finance Party, the Borrower shall: (i) promptly notify the Administrative Agent of such requirement; (ii) with respect to Indemnified Taxes, pay to such Finance Party in addition to the Payment to which such Finance Party is otherwise entitled, such additional amount as is necessary to ensure that the net amount actually received by such Finance Party (free and clear of, and net of, any such Indemnified Taxes, including the full amount of any Indemnified Taxes required to be deducted or withheld from any amounts payable to Lender additional amount paid by the Borrower under this Section 8.7(a), whether assessable against the Note Borrower or other Loan Documentssuch Finance Party) equals the full amount the Finance Party, the amounts so payable to Lender shall be increased would have received had no such deduction or withholding been required; (iii) make such deduction or withholding; (iv) pay to the extent necessary relevant Official Body in accordance with Applicable Law the full amount of Taxes required to yield be deducted or withheld (including the full amount of Taxes required to Lender (after payment of all Non-Excluded Taxes) interest be deducted or withheld from any such other amounts payable with respect additional amount paid by the Borrower, to the Loan at Finance Party under this Section 8.7(a)), within the rates or in the amounts specified in the Note or other Loan Documents. Whenever any Non-Excluded Taxes are payable time period required by Borrower, Applicable Law; and (v) as promptly as possible thereafter Borrower shall send thereafter, forward to Lender a certified copy of the relevant Finance Party an original official receipt received by (or a certified copy), or other documentation reasonably acceptable to the Administrative Agent and such Finance Party, evidencing such payment to such Official Body. (b) In addition, the Borrower showing payment thereof. If Borrower fails agrees to pay any Nonand all present or future Other Taxes. (c) The Borrower hereby indemnifies and holds harmless each Finance Party, on an after-Excluded Taxes basis, for the full amount of Taxes and Other Taxes, interest, penalties and other liabilities, levied, imposed or assessed against (and whether or not paid directly by) the Administrative Agent or such Finance Party, as applicable, and for all expenses, resulting from or relating to the Borrower’s failure to: (i) remit to the Administrative Agent or such Finance Party the documentation referred to in Section 8.7(a)(v); or (ii) pay any Taxes or Other Taxes when due to the appropriate taxing authority relevant Official Body (including any Taxes imposed by any Official Body on amounts payable under this Section 8.7). The provisions of this Section 8.7(c) shall apply whether or fails not such Taxes or Other Taxes were correctly or legally assessed. The Administrative Agent or any Finance Party who pays any Taxes or Other Taxes shall promptly notify the Borrower of such payment, provided, however, that failure to remit provide such notice shall not detract from, or compromise, the obligations of the Borrower under this Section 8.7. Payment pursuant to Lender this indemnification shall be made within 20 days from the date the Administrative Agent or the relevant Finance Party, as the case may be, makes written demand therefor accompanied by a certificate as to the amount of such Taxes or Other Taxes and the calculation thereof, which calculation shall be prima facie evidence of such amount. (d) If the Borrower determines in good faith that a reasonable basis exists for contesting any Indemnified Taxes for which a payment has been made under this Section 8.7, the relevant Credit Party shall, if so requested by the Borrower, cooperate with the relevant Obligor in challenging such Indemnified Taxes at the Borrower’s expense. (e) If any Credit Party receives a refund of, or credit for, Taxes for which a payment has been made by the Borrower under this Section 8.7, which refund or credit in the good faith judgment of the Credit Party is attributable to the Indemnified Taxes giving rise to such payment made by the Borrower, then such Credit Party shall reimburse the relevant Obligor for such amount (if any, but not exceeding the amount of any payment made under this Section 8.7 that gives rise to such refund or credit), net of out-of-pocket expenses of such Credit Party which the Credit Party determines in its absolute discretion will leave it, after such reimbursement, in no better or worse position than it would have been in if such Indemnified Taxes had not been exigible. The Borrower, upon the request of a Credit Party, agrees to repay such Credit Party any portion of any such refund or credit paid over to the Borrower that a Credit Party is required receipts to pay to the relevant Official Body and agrees to pay any interest, penalties or other required documentary evidence, Borrower shall indemnify Lender for any incremental taxes, interest or penalties that may become payable charges paid by Lender such Credit Party as a result of or related to such payment to such Official Body. No Credit Party shall be under any such failureobligation to arrange its tax affairs in any particular manner so as to claim any refund or credit. The agreements No Credit Party shall be obliged to disclose any information regarding its tax affairs or computations to the applicable Obligor or any other Person in connection with this Section 8.7(e) or any other provision of this Section 8.7. (f) Any Credit Party that is entitled to an exemption from or reduction of withholding Taxes or Other Taxes (collectively, “Relevant Taxes”) under the law of the jurisdiction in which the Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to Payments shall deliver to the applicable Obligor (with a copy to the Administrative Agent), at the time or times prescribed by Applicable Law and reasonably requested by the applicable Obligor or the Administrative Agent, such properly completed and executed documentation prescribed by Applicable Law (if any) as will permit such payments to be made without withholding or at a reduced rate of withholding or a reduced rate of Relevant Taxes. In addition, any Credit Party, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law (if any) or reasonably requested by the applicable Obligor or the Administrative Agent as will enable the applicable Obligor or the Administrative Agent to determine whether or not such Credit Party is subject to withholding or information reporting requirements. Notwithstanding the foregoing, no Credit Party shall be required to deliver any documentation pursuant to this Section 8.7(f) that such Credit Party is not legally able to deliver. (g) Subject to Applicable Law, additional amounts payable under Section 8.7(a) have the same character as the Payments to which they relate. For greater certainty, for example, additional amounts payable under Section 8.7(a), in respect of interest payable under a Credit Document, shall be payments of interest under such Credit Document. All payments made under this Section 8.7 shall be subject to the provisions of this Section 8.7. (h) The obligations of the Borrower under this Section 8.7 shall survive without limitation the termination of the Credit Facility and this Agreement agreement and all other Credit Documents and the payment permanent repayment of the Note outstanding credit and all other amounts payable in respect of the Loanhereunder or thereunder.

Gross Up for Taxes. All (a) Any and all payments made by or on behalf of the Borrower under this agreement or under any other Credit Document (any such payment being hereinafter referred to as a “Payment”) to or for the Note and other Loan Documents benefit of the Administrative Agent or any Lender shall be made without set-off or counterclaim, and free and clear of, and without deduction or withholding for for, or on account of, any and all present or future stamp Taxes except to the extent that such deduction or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed withholding is required by any Governmental Authority, excluding income taxes and franchise or other taxes (imposed in lieu of income taxes) imposed on Lender as a result of a present or former connection between Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from Lender's having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement law or the Note)administrative practice of any Official Body. If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("Non-Excluded Taxes") is Taxes are so required to be deducted or withheld from or in respect of any Payment made to or for the benefit of the Administrative Agent or any Lender, the Borrower shall: (i) promptly notify the Administrative Agent of such requirement; (ii) with respect to Indemnified Taxes, pay to the Administrative Agent or such Lender in addition to the Payment to which the Administrative Agent or such Lender is otherwise entitled, such additional amount as is necessary to ensure that the net amount actually received by such Lender (free and clear of, and net of, any such Taxes, including the full amount of any Taxes required to be deducted or withheld from any amounts payable additional amount paid by the Borrower under this Section 8.6(a), whether assessable against the Borrower, the Administrative Agent or such Lender) equals the full amount the Administrative Agent or such Lender, would have received had no such deduction or withholding been required; (iii) make such deduction or withholding; (iv) pay to the relevant Official Body in accordance with Applicable Law the full amount of Taxes required to be deducted or withheld (including the full amount of Taxes required to be deducted or withheld from any additional amount paid by the Borrower to the Administrative Agent or such Lender under this Section 8.6(a)), within the Note or other Loan Documents, the amounts so payable to Lender shall be increased to the extent necessary to yield to Lender time period required by Applicable Law; and (after payment of all Non-Excluded Taxesv) interest or any such other amounts payable with respect to the Loan at the rates or in the amounts specified in the Note or other Loan Documents. Whenever any Non-Excluded Taxes are payable by Borrower, as promptly as possible thereafter Borrower shall send thereafter, forward to Lender a certified copy of the Administrative Agent or the relevant Lender, as the case may be, an original official receipt received by (or a certified copy), or other documentation reasonably acceptable to the Administrative Agent and such Lender, evidencing such payment to such Official Body. (b) In addition, the Borrower showing payment thereof. If Borrower fails agrees to pay any Nonand all present or future Other Taxes. (c) The Borrower hereby indemnifies and holds harmless each Lender, on an after-Excluded Taxes basis, for the full amount of Taxes and Other Taxes, interest, penalties and other liabilities, levied, imposed or assessed against (and whether or not paid directly by) the Administrative Agent or such Lender, as applicable, and for all expenses, resulting from or relating to the Borrower’s failure to: (i) remit to the Administrative Agent or such Finance Party the documentation referred to in Section 8.6(a)(v); or (ii) pay any Taxes or Other Taxes when due to the appropriate taxing authority relevant Official Body (including, without limitation, any Taxes imposed by any Official Body on amounts payable under this Section 8.6. The provisions of this Section 8.6(c) shall apply whether or fails not such Taxes or Other Taxes were correctly or legally assessed. The Administrative Agent or any Lender who pays any Taxes, Other Taxes (or to remit the extent contemplated above), interest, penalties, liabilities and expenses), shall promptly notify the Borrower of such payment, provided, however, that failure to provide such notice shall not detract from, or compromise, the obligations of the Borrower under this Section 8.6. Payment pursuant to this indemnification shall be made within 30 days from the date the Administrative Agent or the relevant Lender, as the case may be, makes written demand therefor accompanied by a certificate as to the amount of such Taxes, Other Taxes (or to the extent contemplated above), interest, penalties, liabilities and expenses) and the calculation thereof, which calculation shall be prima facie evidence of such amount. (d) If the Borrower determines in good faith that a reasonable basis exists for contesting any Indemnified Taxes for which a payment has been made under this Section 8.6, the relevant Lender or the Administrative Agent, as applicable, shall, if so requested by the Borrower, cooperate with the Borrower in challenging such Indemnified Taxes at the Borrower’s expense. (e) If any Lender or the Administrative Agent, as applicable, receives a refund of, or credit for, Taxes for which a payment has been made by the Borrower under this Section 8.6, which refund or credit in the good faith judgment of such Lender or the Administrative Agent, as the case may be, is attributable to the Indemnified Taxes giving rise to such payment made by the Borrower, then the Lender or the Administrative Agent, as the case may be, shall reimburse the Borrower for such amount (if any, but not exceeding the amount of any payment made under this Section 8.6 that gives rise to such refund or credit), net of out-of-pocket expenses of such Lender or the Administrative Agent, as the case may be, which the Administrative Agent or such Lender, as the case may be, determines in its absolute discretion will leave it, after such reimbursement, in no better or worse position than it would have been in if such Indemnified Taxes had not been exigible. The Borrower, upon the request of the Administrative Agent or any Lender, agrees to repay the Administrative Agent or such Lender, as the case may be, any portion of any such refund or credit paid over to the Borrower that the Administrative Agent or such Lender, as the case may be, is required receipts to pay to the relevant Official Body and agrees to pay any interest, penalties or other required documentary evidencecharges paid by such Lender or the Administrative Agent, Borrower shall indemnify Lender for any incremental taxesas the case may be, interest or penalties that may become payable by Lender as a result of or related to such payment to such Official Body. Neither the Administrative Agent nor any such failureLender shall be under any obligation to arrange its tax affairs in any particular manner so as to claim any refund or credit. The agreements None of the Lenders nor the Administrative Agent shall be obliged to disclose any information regarding its tax affairs or computations to the Borrower or any other Person in connection with this Section 8.6(e) or any other provision of this Section 8.6. (f) The Borrower also hereby indemnifies and holds harmless the Administrative Agent and each Lender, on an after-Taxes basis, for any additional taxes on net income that the Administrative Agent or such Lender may be obliged to pay as a result of the receipt of amounts under this Section 8.6. (g) Any Lender that is entitled to an exemption from or reduction of withholding Taxes or Other Taxes under the law of the jurisdiction in which the Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to Payments shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by Applicable Law and reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by Applicable Law (if any) as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law (if any) or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to withholding or information reporting requirements. Notwithstanding the foregoing, no Lender shall be required to deliver any documentation pursuant to this Section 8.6(g) that such Lender is not legally able to deliver. (h) Each Lender represents that as of the date of this agreement it is a resident of Canada for purposes of Part XIII of the Tax Act and covenants that it will inform the Borrower and the Administrative Agent of (i) any change to its residency for purposes of Part XIII of the Tax Act or (ii) any assertion by a governmental body or agency of a change to its residency that would have effect for purposes of Part XIII of the Tax, within five Business Days of such change or assertion. (i) Additional amounts payable under Section 8.6(a) have the same character as the Payments to which they relate. For greater certainty, for example, additional amounts payable under Section 8.6(a), in respect of interest payable under a Credit Document, shall be payments of interest under such Credit Document. All payments made under this Section 8.6 shall be subject to the provisions of this Section 8.6. (j) The Borrower’s obligations under this Section 8.6 shall survive without limitation the termination of the Credit Facility and this Agreement agreement and all other Credit Documents and the payment permanent repayment of the Note outstanding credit and all other amounts payable in respect of the Loanhereunder.

Gross Up for Taxes. All (a) Any and all payments made by or on behalf of the Borrower under this agreement or under any other Credit Document (any such payment being hereinafter referred to as a “Payment”) to or for the Note and other Loan Documents benefit of a Lender shall be made without set-off or counterclaim, and free and clear of, and without deduction or withholding for for, or on account of, any and all present or future stamp Taxes except to the extent that such deduction or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed withholding is required by any Governmental Authority, excluding income taxes and franchise or other taxes (imposed in lieu of income taxes) imposed on Lender as a result of a present or former connection between Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from Lender's having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement law or the Note)administrative practice of any Official Body. If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("Non-Excluded Taxes") is Taxes are so required to be deducted or withheld from or in respect of any Payment made to or for the benefit of a Lender, the Borrower shall: (i) promptly notify the Administrative Agent of such requirement; (ii) if the Taxes are Indemnified Taxes, pay to such Lender in addition to the Payment to which such Lender is otherwise entitled, such additional amount as is necessary to ensure that the net amount actually received by such Lender (free and clear of, and net of, any such Taxes, including the full amount of any Taxes required to be deducted or withheld from any amounts payable additional amount paid by the Borrower under this Section 8.6(a), whether assessable against the Borrower, the Administrative Agent or such Lender) equals the full amount the Lender, would have received had no such deduction or withholding been required; (iii) make such deduction or withholding; (iv) pay to the relevant Official Body in accordance with applicable law the full amount of Taxes required to be deducted or withheld (including the full amount of Taxes required to be deducted or withheld from any additional amount paid by the Borrower to the Lender under this Section 8.6(a), within the Note or other Loan Documents, the amounts so payable to Lender shall be increased to the extent necessary to yield to Lender time period required by applicable law; and (after payment of all Non-Excluded Taxesv) interest or any such other amounts payable with respect to the Loan at the rates or in the amounts specified in the Note or other Loan Documents. Whenever any Non-Excluded Taxes are payable by Borrower, as promptly as possible thereafter Borrower shall send thereafter, forward to the relevant Lender a certified copy of an original official receipt (or a certified copy), or other documentation reasonably acceptable to the Administrative Agent and such Lender, evidencing such payment to such Official Body. (b) If the Administrative Agent or any Lender is subject to Indemnified Taxes in respect of any Payment made by the Borrower but such Taxes are not levied by way of deduction or withholding (all such Taxes being “Non-Withheld Taxes”), the Borrower shall pay to the Administrative Agent or such Lender, as the case may be, at the time the Borrower makes such Payment and in addition to such Payment, such additional amount as is necessary to ensure that the total amount received by the Administrative Agent or such Lender, as the case may be, is equal to the Payment plus the amount of Non-Withheld Taxes exigible in respect of the aggregate of the Payment and the additional amount payable under this Section 8.6(b). (c) In addition, the Borrower showing payment thereof. If Borrower fails agrees to pay any and all Other Taxes. (d) The Borrower hereby indemnifies and holds harmless each Lender, on an after-Taxes basis, for the full amount of Indemnified Taxes including Other Taxes and Non-Excluded Withheld Taxes, interest, penalties and other liabilities, levied, imposed or assessed in connection therewith against (and whether or not paid directly by) the Administrative Agent or such Lender, as applicable, and for all expenses, resulting from or relating to the Borrower’s failure to: (i) remit to the Administrative Agent or such Finance Party the documentation referred to in Section 8.6(a)(v); (ii) pay any Taxes or Other Taxes when due to the appropriate taxing authority relevant Official Body (including, without limitation, any Taxes imposed by any Official Body on amounts payable under this Section 8.6; or (iii) pay to the Administrative Agent or fails applicable Lender any Non-Withheld Taxes in accordance with Section 8.6, (e) whether or not such Taxes were correctly or legally assessed, the Administrative Agent or any Lender who pays any Taxes or Other Taxes (other than Non-Withheld Taxes), and the Administrative Agent or any Lender who pays any Non-Withheld Taxes in excess of the amount (if any) paid by the Borrower on account thereof under Section 8.6(b), shall promptly notify the Borrower of such payment, provided, however, that failure to remit provide such notice shall not detract from, or compromise, the obligations of the Borrower under this Section 8.6. Payment pursuant to this indemnification shall be made within 30 days from the date the Administrative Agent or the relevant Lender, as the case may be, makes written demand therefor accompanied by a certificate as to the amount of such Taxes or Other Taxes and the calculation thereof, which calculation shall be prima facie evidence of such amount. (f) If the Borrower determines in good faith that a reasonable basis exists for contesting any Taxes for which a payment has been made under this Section 8.6, the relevant Lender or the Administrative Agent, as applicable, shall, if so requested by the Borrower, cooperate with the Borrower in challenging such Taxes at the Borrower’s expense. (g) If any Lender or the Administrative Agent, as applicable, receives a refund of, or credit for, Taxes for which a payment has been made by the Borrower under this Section 8.6, which refund or credit in the good faith judgment of such Lender or the Administrative Agent, as the case may be, is attributable to the Taxes giving rise to such payment made by the Borrower, then the Lender or the Administrative Agent, as the case may be, shall reimburse the Borrower for such amount (if any, but not exceeding the amount of any payment made under this Section 8.6 that gives rise to such refund or credit), net of out-of-pocket expenses of such Lender or the Administrative Agent, as the case may be, which the Administrative Agent or such Lender, as the case may be, determines in its absolute discretion will leave it, after such reimbursement, in no better or worse position than it would have been in if such Taxes had not been exigible. The Borrower, upon the request of the Administrative Agent or any Lender, agrees to repay the Administrative Agent or such Lender, as the case may be, any portion of any such refund or credit paid over to the Borrower that the Administrative Agent or such Lender, as the case may be, is required receipts to pay to the relevant Official Body and agrees to pay any interest, penalties or other required documentary evidencecharges paid by such Lender or the Administrative Agent, Borrower shall indemnify Lender for any incremental taxesas the case may be, interest or penalties that may become payable by Lender as a result of or related to such payment to such Official Body. Neither the Administrative Agent nor any such failureLender shall be under any obligation to arrange its tax affairs in any particular manner so as to claim any refund or credit. The agreements None of the Lenders nor the Administrative Agent shall be obliged to disclose any information regarding its tax affairs or computations to the Borrower or any other Person in connection with this Section 8.6(f) or any other provision of this Section 8.6. (h) The Borrower also hereby indemnifies and holds harmless the Administrative Agent and each Lender, on an after-Taxes basis, for any additional Taxes on net income that the Administrative Agent or such Lender may be obliged to pay as a result of the receipt of amounts under this Section 8.6. (i) Each Lender shall, on or prior to the date that it becomes a Lender, provide each of the Administrative Agent and the Borrower with two original copies of such forms, certificates and other documents (collectively, “Exemption Forms”) as may be required by the Internal Revenue Service in order for the Borrower to be able to make Payments without having to deduct or withhold any Indemnified Taxes or having any Non-Withheld Taxes exigible against the Administrative Agent or the Lender. In addition, each Lender agrees to update such Exemption Forms upon the reasonable written request of the Borrower or the Administrative Agent where required to maintain the exempt status of the Payments pursuant to Applicable Law. Notwithstanding the foregoing, the updating of such Exemption Forms shall not be required if the Lender is unable to do so due to a Change in Law occurring after the date on which the Lender became a Lender, however, it shall, in such case if it is able to do so, provide each of the Administrative Agent and the Borrower with two original copies of such other forms, certificates and other documents (collectively, the “Rate Reduction Forms”) as may be required by the Internal Revenue Service in order for the Borrower to be able to make Payments or withholdings at a reduced rate of Indemnified Taxes or having Non-Withheld Taxes exigible against the Administrative Agent or the Lender at a reduced rate. In addition, each Lender agrees to update such Rate Reduction Forms upon the reasonable written request of the Borrower or the Administrative Agent where required to maintain or obtain the most advantageous tax status for the Payments pursuant to Applicable Law. Notwithstanding the foregoing, if the updating of any Exemption Forms or the provision or updating of any Rate Reduction Forms would, in the Lender’s judgment subject such Lender to any material unreimbursed cost or expense or would prejudice the legal or commercial position of the Lender, it will not be required to update such Exemption Forms or to provide or update such Rate Reduction Forms. (j) Additional amounts payable under Section 8.6(a) and Non-Withheld Taxes payable under Section 8.6(b) have the same character as the Payments to which they relate. For greater certainty, for example, additional amounts payable under Section 8.6(a) or Non-Withheld Taxes payable under Section 8.6(b), in respect of interest payable under a Credit Document, shall be payments of interest under such Credit Document. All payments made under this Section 8.6 shall be subject to the provisions of this Section 8.6. (k) The Borrower’s obligations under this Section 8.6 shall survive without limitation the termination of the Credit Facility and this Agreement agreement and all other Credit Documents and the payment permanent repayment of the Note outstanding credit and all other amounts payable in respect of the Loanhereunder.

Gross Up for Taxes. All (a) Any and all payments made by or on behalf of the Borrower under this agreement or under any other Credit Document (any such payment being hereinafter referred to as a “Payment”) to or for the Note and other Loan Documents benefit of a Lender shall be made without set-off or counterclaim, and free and clear of, and without deduction or withholding for for, or on account of, any and all present or future stamp Taxes except to the extent that such deduction or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed withholding is required by any Governmental Authority, excluding income taxes and franchise or other taxes (imposed in lieu of income taxes) imposed on Lender as a result of a present or former connection between Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from Lender's having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement law or the Note)administrative practice of any Official Body. If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("Non-Excluded Taxes") is Taxes are so required to be deducted or withheld from or in respect of any Payment made to or for the benefit of a Lender, the Borrower shall: (i) promptly notify the Administrative Agent of such requirement; (ii) pay to such Lender in addition to the Payment to which such Lender is otherwise entitled, such additional amount as is necessary to ensure that the net amount actually received by such Lender (free and clear of, and net of, any such Taxes, including the full amount of any Taxes required to be deducted or withheld from any amounts payable additional amount paid by the Borrower under this Section 8.6(a), whether assessable against the Borrower or such Lender) equals the full amount the Lender, would have received had no such deduction or withholding been required; (iii) make such deduction or withholding; (iv) pay to the relevant Official Body in accordance with applicable law the full amount of Taxes required to be deducted or withheld (including the full amount of Taxes required to be deducted or withheld from any additional amount paid by the Borrower to the Lender under this Section 8.6(a), within the Note or other Loan Documents, the amounts so payable to Lender shall be increased to the extent necessary to yield to Lender time period required by applicable law; and (after payment of all Non-Excluded Taxesv) interest or any such other amounts payable with respect to the Loan at the rates or in the amounts specified in the Note or other Loan Documents. Whenever any Non-Excluded Taxes are payable by Borrower, as promptly as possible thereafter Borrower shall send thereafter, forward to the relevant Lender a certified copy of an original official receipt (or a certified copy), or other documentation reasonably acceptable to the Administrative Agent and such Lender, evidencing such payment to such Official Body. (b) If the Administrative Agent or any Lender is subject to Taxes under Part XIII of the Tax Act (or any successor part) in respect of any Payment made by the Borrower but such Taxes are not levied by way of deduction or withholding (all such Taxes being “Non-Withheld Part XIII Taxes”), the Borrower shall pay to the Administrative Agent or such Lender, as the case may be, at the time the Borrower makes such Payment and in addition to such Payment, such additional amount as is necessary to ensure that the total amount received by the Administrative Agent or such Lender, as the case may be, is equal to the Payment plus the amount of Non-Withheld Part XIII Taxes exigible in respect of the aggregate of the Payment and the additional amount payable under this Section 8.6(b). (c) In addition, the Borrower showing payment thereof. If Borrower fails agrees to pay any and all present or future Other Taxes. (d) The Borrower hereby indemnifies and holds harmless each Lender, on an after-Taxes basis, for the full amount of Taxes and Other Taxes, including Non-Excluded Withheld Part XIII Taxes, interest, penalties and other liabilities, levied, imposed or assessed against (and whether or not paid directly by) the Administrative Agent or such Lender, as applicable, and for all expenses, resulting from or relating to the Borrower’s failure to: (i) remit to the Administrative Agent or such Finance Party the documentation referred to in Section 8.6(a)(v); (ii) pay any Taxes or Other Taxes when due to the appropriate taxing authority relevant Official Body (including, without limitation, any Taxes imposed by any Official Body on amounts payable under this Section 8.6); or (iii) pay to the Administrative Agent or fails applicable Lender any Non-Withheld Part XIII Taxes in accordance with Section 8.6(b), whether or not such Taxes were correctly or legally assessed. The Administrative Agent or any Lender who pays any Taxes or Other Taxes (other than Non-Withheld Part XIII Taxes), and the Administrative Agent or any Lender who pays any Non-Withheld Part XIII Taxes in excess of the amount (if any) paid by the Borrower on account thereof under Section 8.6(b), shall promptly notify the Borrower of such payment, provided, however, that failure to remit provide such notice shall not detract from, or compromise, the obligations of the Borrower under this Section 8.6. Payment pursuant to this indemnification shall be made within 30 days from the date the Administrative Agent or the relevant Lender, as the case may be, makes written demand therefor accompanied by a certificate as to the amount of such Taxes or Other Taxes and the calculation thereof, which calculation shall be prima facie evidence of such amount. (e) If the Borrower determines in good faith that a reasonable basis exists for contesting any Taxes for which a payment has been made under this Section 8.6, the relevant Lender or the Administrative Agent, as applicable, shall, if so requested by the Borrower cooperate with the Borrower in challenging such Taxes at the Borrower’s expense. (f) If any Lender or the Administrative Agent, as applicable, receives a refund of, or credit for, Taxes for which a payment has been made by the Borrower under this Section 8.6, which refund or credit in the good faith judgment of such Lender or the Administrative Agent, as the case may be, is attributable to the Taxes giving rise to such payment made by the Borrower then the Lender or the Administrative Agent, as the case may be, shall reimburse the Borrower for such amount (if any, but not exceeding the amount of any payment made under this Section 8.6 that gives rise to such refund or credit), net of out-of-pocket expenses of such Lender or the Administrative Agent, as the case may be, which the Administrative Agent or such Lender, as the case may be, determines in its absolute discretion will leave it, after such reimbursement, in no better or worse position than it would have been in if such Taxes had not been exigible. The Borrower, upon the request of the Administrative Agent or any Lender, agrees to repay the Administrative Agent or such Lender, as the case may be, any portion of any such refund or credit paid over to the Borrower that the Administrative Agent or such Lender, as the case may be, is required receipts to pay to the relevant Official Body and agrees to pay any interest, penalties or other required documentary evidencecharges paid by such Lender or the Administrative Agent, Borrower shall indemnify Lender for any incremental taxesas the case may be, interest or penalties that may become payable by Lender as a result of or related to such payment to such Official Body. Neither the Administrative Agent nor any such failureLender shall be under any obligation to arrange its tax affairs in any particular manner so as to claim any refund or credit. The agreements None of the Lenders nor the Administrative Agent shall be obliged to disclose any information regarding its tax affairs or computations to the Borrower or any other Person in connection with this Section 8.6(f) or any other provision of this Section 8.6. (g) The Borrower also hereby indemnifies and holds harmless the Administrative Agent and each Lender, on an after-Taxes basis, for any additional taxes on net income that the Administrative Agent or such Lender may be obliged to pay as a result of the receipt of amounts under this Section 8.6. (h) Any Lender that is entitled to an exemption from or reduction of withholding Taxes, Non-Withheld Part XIII Taxes or Other Taxes (collectively, “Relevant Taxes”) under the law of the jurisdiction in which the Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to Payments shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law and reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law (if any) as will permit such payments to be made without withholding or at a reduced rate of withholding or a reduced rate of Relevant Taxes. In addition, (i) any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law (if any) or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to withholding or information reporting requirements, and (ii) any Lender that ceases to be, or to be deemed to be, resident in Canada for purposes of Part XIII of the Tax Act or any successor provision thereto in respect of Payments shall within five Business Days thereof notify the Borrower and the Administrative Agent in writing. Notwithstanding the foregoing, no Lender shall be required to deliver any documentation pursuant to this Section 8.6(h) that such Lender is not legally able to deliver. (i) Additional amounts payable under Section 8.6(a) and Non-Withheld Part XIII Taxes payable under Section 8.6(b) have the same character as the Payments to which they relate. For greater certainty, for example, additional amounts payable under Section 8.6(a) or Non-Withheld Part XIII Taxes payable under Section 8.6(b), in respect of interest payable under a Credit Document, shall be payments of interest under such Credit Document. All payments made under this Section 8.6 shall be subject to the provisions of this Section 8.6. (j) The Borrower’s obligations under this Section 8.6 shall survive without limitation the termination of the Credit Facility and this Agreement agreement and all other Credit Documents and the payment permanent repayment of the Note outstanding credit and all other amounts payable in respect of the Loanhereunder.

Gross Up for Taxes. All (a) If any Borrower or any Guarantor shall be required by Applicable Law to withhold or deduct any taxes from or in respect of any sum payable under this Agreement or any of the Other Documents to Agent, or any Lender, assignee of any Lender, or Participant (each, individually, a “Payee” and collectively, the “Payees”), (i) the sum payable to such Payee or Payees, as the case may be, shall be increased as may be necessary so that, after making all required withholding or deductions, the applicable Payee or Payees receives an amount equal to the sum it would have received had no such withholding or deductions been made (the “Gross-Up Payment”), (ii) such Borrower or such Guarantor shall make such withholding or deductions, and (iii) such Borrower or Guarantor shall pay the full amount withheld or deducted to the relevant taxation authority or other authority in accordance with Applicable Law. Notwithstanding the foregoing, no Borrower or Guarantor shall be obligated to make any portion of the Gross-Up Payment that is attributable to (x) withholding taxes which are in excess of taxes that are imposed on the payments made by Borrower under this Agreement or Other Documents to a Payee organized under the Note laws of the United States that is eligible for a maximum benefit provided by an applicable income tax treaty with the United States, or (y) to any withholding or deductions that would not have been paid or claimed had the applicable Payee or Payees properly claimed a reduction in or a complete exemption with respect thereto pursuant to Section 3.10(b) hereof. (b) Each Payee agrees to use reasonable efforts (consistent with legal and other Loan Documents shall regulatory restrictions and subject to overall policy considerations of such Payee) to file any certificate or document or to furnish to the Borrowers and Guarantor any information, in each case, as reasonably requested by the Borrowers or Guarantor, as applicable, that may be made free and clear ofnecessary to establish any available exemption from, and without deduction or withholding for or on account reduction in the amount of, any present taxes imposed on the payments made pursuant to this Agreement or future stamp the Notes; provided, however, that nothing in this Section 3.10(b) shall require such Payee to disclose any confidential information (including, without limitation, its tax returns) or other taxesinformation that such Payee is not legally able to deliver. (c) If any Payee determines in its reasonable discretion that it has received a refund or realized a credit of any taxes as to which it has received a Gross-Up Payment, leviesit shall pay over such refund to the applicable Borrower or Guarantor (but only to the extent of Gross-Up Payments made with respect to the taxes giving rise to such refund or credit), imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed net of all out-of-pocket expenses by any Governmental Authority, excluding income taxes the Payee and franchise or other taxes (imposed in lieu of income taxes) imposed on Lender as a result of a present or former connection between Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein without interest (other than any interest paid by the relevant Governmental Body with respect to such connection arising solely from Lender's having executedrefund or credit); provided, delivered however, that the applicable Borrower or performed Guarantor, upon the request of Agent or such Payee, agrees to repay the amount paid over to such Borrower or Guarantor (plus any penalties, interest or other charges imposed by the relevant Governmental Body) to such Payee in the event such Payee is required to repay such refund or credit to such Governmental Body. Nothing contained in this Section 3.10 shall require Agent or any Lender to make available its obligations tax returns or received any other information which it deems confidential to any Borrower, any Guarantor or any other Person. Notwithstanding anything to the contrary, in no event will any Lender be required to pay any amount to any Borrower or Guarantor the payment of which would place such Lender in a payment under, less favorable net after-tax position than such Lender would have been in had the additional amounts giving rise to such refund or enforced, credit of any Gross-Up Payment never have been paid in the first place. (d) If a Borrower or a Guarantor determines in good faith that a reasonable basis exists for contesting a tax imposed on the payments made pursuant to this Agreement or any of the Note). Other Documents, the applicable Payee shall cooperate with Borrower in challenging such tax and if requested by a Borrower or a Guarantor in writing; provided, however, that the Payee shall not be required to incur any expense or to take any action hereunder which, in the reasonable discretion of the Payee, would cause the Payee or its applicable lending office to suffer any economic, legal or regulatory disadvantage. (e) If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions a Borrower or withholdings ("Non-Excluded Taxes") Guarantor is required to pay a Payee any additional amounts pursuant to this Section 3.10, the Payee shall, upon the reasonable request of such Borrower or Guarantor, designate a different office or transfer its rights, benefits and obligations under this Agreement to an affiliate if such designation or transfer would reduce or eliminate such obligation to pay additional amounts and would not, in the reasonable discretion of the Payee, be withheld from any amounts payable disadvantageous to such Payee. (f) Each Lender or assignee or participant of a Lender that is not incorporated under the Note Laws of the United States of America or a state thereof (and, upon the written request of Agent, each other Loan DocumentsLender or assignee or participant of a Lender) agrees that it will deliver to Agent (who shall promptly furnish a copy thereof to Borrowing Agent) a duly completed appropriate valid Withholding Certificates (as defined under §1.1441-1(c)(16) of the Income Tax Regulations (“Regulations”)) certifying its status (i.e., U.S. or foreign person) and, if appropriate, making a claim of reduced, or exemption from, U.S. withholding tax on the amounts so payable basis of an income tax treaty or an exemption provided by the Internal Revenue Code. Such delivery may be made by electronic transmission as described in §1.1441-1(e) (4) (iv) of the Regulations if Agent establishes an electronic delivery system. The term “Withholding Certificate” means a Form W-9; a Form W-8BEN; a Form W-8ECI; a Form W-81MY and the related statements and certifications as required under §1.1441-1(e)(3) of the Regulations; a statement described in §1.871-14(c)(2)(v) of the Regulations; or any other certificates under the Code or Regulations that certify or establish the status of a payee or beneficial owner as a U.S. or foreign person. Each Lender, assignee or participant required to Lender shall be increased deliver to Agent a valid Withholding Certificate pursuant to the extent necessary preceding sentence shall deliver such valid Withholding Certificate as follows: (A) each Lender which is a party hereto on the Closing Date shall deliver such valid Withholding Certificate at least five (5) Business Days prior to yield to Lender (after payment of all Non-Excluded Taxes) the first date on which any interest or any such other amounts payable with respect to the Loan at the rates or in the amounts specified in the Note or other Loan Documents. Whenever any Non-Excluded Taxes fees are payable by BorrowerBorrowers hereunder for the account of such Lender; (B) each assignee or participant shall deliver such valid Withholding Certificate at least five (5) Business Days before the effective date of such assignment or participation (unless Agent in its sole discretion shall permit such assignee or participant to deliver such Withholding Certificate less than five (5) Business Days before such date in which case it shall be due on the date specified by Agent). Each Lender, as promptly as possible thereafter Borrower shall send assignee or participant which so delivers a valid Withholding Certificate further undertakes to Lender a certified deliver to Agent an additional copy of an original official receipt received such Withholding Certificate (or a successor form) on or before the date that such Withholding Certificate expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent Withholding Certificate so delivered by Borrower showing payment thereofit, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by Borrowing Agent or Agent. If Borrower fails Notwithstanding the submission of a Withholding Certificate claiming a reduced rate of, or exemption from, U.S. withholding tax, Agent shall be entitled to pay withhold United States federal income taxes at the full 30% withholding rate if in its reasonable judgment it is required to do so under the due diligence requirements imposed upon a withholding agent under §1.1441-7(b) of the Regulations. Further, Agent is indemnified under §1.1461-1(e) of the Regulations against any Non-Excluded Taxes when due to the appropriate taxing authority claims and demands of any Lender or fails to remit to Lender the required receipts assignee or other required documentary evidence, Borrower shall indemnify participant of a Lender for any incremental taxes, interest or penalties that may become payable by Lender as a result the amount of any such failure. The agreements tax it deducts and withholds in this Section shall survive the termination of this Agreement and the payment accordance with regulations under §1441 of the Note and all other amounts payable in respect of the LoanInternal Revenue Code.

Gross Up for Taxes. All payments made by Borrower under this Agreement and the Note and other Loan Documents Notes shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding income taxes and franchise or other taxes (imposed in lieu of income taxes) imposed on a Lender as a result of a present or former connection between such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from such Lender's having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or the its Note). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("Non-Excluded Taxes") is are required to be withheld from any amounts payable to such Lender hereunder or under the Note or other Loan Documentsits Note, the amounts so payable to such Lender shall be increased to the extent necessary to yield to such Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable with respect to the Loan Credit Facility at the rates or in the amounts specified in this Agreement and its Note; provided, however, that Borrower shall not be required to increase any such amounts payable to such Lender if such Lender is not organized under the Note Laws of the United States or other Loan Documentsa state thereof and such Lender fails to comply with the requirements of Section 9.13. Whenever any Non-Excluded Taxes are payable by Borrower, as promptly as possible thereafter Borrower shall send to Administrative Agent for the account of such Lender a certified copy of an original official receipt received by Borrower showing payment thereof. If Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to Lender Administrative Agent the required receipts or other required documentary evidence, Borrower shall indemnify such Lender for any incremental taxes, interest or penalties that may become payable by such Lender as a result of any such failure. The agreements in this Section shall survive the termination of this Agreement and the payment of the Note and all other amounts payable in respect of the Loanhereunder.

Gross Up for Taxes. All payments made by Borrower under this Agreement and the Note and other Loan Documents Notes shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding income taxes and franchise or other taxes (imposed in lieu of income taxes) imposed on a Lender as a result of a present or former connection between such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from such Lender's ’s having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or the its Note). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("Non-“Non- Excluded Taxes"”) is are required to be withheld from any amounts payable to such Lender hereunder or under the Note or other Loan Documentsits Note, the amounts so payable to such Lender shall be increased to the extent necessary to yield to such Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable with respect to the Loan Credit Facility at the rates or in the amounts specified in this Agreement and its Note; provided, however, that Borrower shall not be required to increase any such amounts payable to such Lender if such Lender is not organized under the Note Laws of the United States or other Loan Documentsa state thereof and such Lender fails to comply with the requirements of Section 9.13. Whenever any Non-Excluded Taxes are payable by Borrower, as promptly as possible thereafter Borrower shall send to Administrative Agent for the account of such Lender a certified copy of an original official receipt received by Borrower showing payment thereof. If Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to Lender Administrative Agent the required receipts or other required documentary evidence, Borrower shall indemnify such Lender for any incremental taxes, interest or penalties that may become payable by such Lender as a result of any such failure. The agreements in this Section shall survive the termination of this Agreement and the payment of the Note and all other amounts payable in respect of the Loanhereunder.

Gross Up for Taxes. All payments made by Borrower under of principal and interest on the Note Advances and all other amounts payable hereunder or any other Loan Documents Document shall be made free and clear of, of and without deduction for any Taxes, except as required by applicable Law. If any withholding or deduction from any payment to be made by any Loan Party hereunder or under any other Loan Document is required in respect of any Taxes pursuant to any applicable Law, then the applicable Loan Party will (i) pay directly to the relevant authority the full amount required to be so withheld or deducted, (ii) promptly forward to Lender an official receipt or other documentation satisfactory to Lender evidencing such payment to such authority, and (iii) if the Tax is an Indemnified Tax, pay to Lender such additional amount or amounts as is necessary to ensure that the net amount actually received by Lender will equal the full amount Lender would have received had no such withholding or deduction been required. The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable Law, or at the option of Lender timely reimburse it for or on account the payment of, any present or future stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding income taxes and franchise or other taxes (imposed in lieu of income taxes) imposed on Lender as a result of a present or former connection between Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from Lender's having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or the Note)Other Taxes. If any such non-excluded taxesIndemnified Taxes are directly asserted against Lender (or any of its Affiliates) with respect to a payment received hereunder or any other Loan Document or with respect to, leviesor arising from, impoststhe obligations of the Loan Parties under any Loan Document, dutiesthe Loan Parties shall jointly and severally indemnify Lender, chargeswithin ten (10) days after demand therefor, fees, deductions for the full amount of any Indemnified Taxes (including Taxes imposed or withholdings ("Non-Excluded Taxes") is required asserted on or attributable to be withheld from any amounts payable under this Section) payable or paid by Xxxxxx and any reasonable, out-of-pocket expenses arising therefrom or with respect thereto (including reasonable, out-of-pocket attorneys’ or tax advisor fees and expenses), whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to Lender under the Note amount of such payment or other Loan Documents, the amounts so payable liability delivered to Borrower by Lender shall be increased to the extent necessary to yield to Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable with respect to the Loan at the rates or in the amounts specified in the Note or other Loan Documents. Whenever any Non-Excluded Taxes are payable by Borrower, as promptly as possible thereafter Borrower shall send to Lender a certified copy of an original official receipt received by Borrower showing payment thereof. If Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to Lender the required receipts or other required documentary evidence, Borrower shall indemnify Lender for any incremental taxes, interest or penalties that may become payable by Lender as a result of any such failure. The agreements in this Section shall survive the termination of this Agreement conclusive and the payment of the Note and all other amounts payable in respect of the Loanbinding absent manifest error.

Gross Up for Taxes. (a) All payments made by the Borrower or any other Obligor (or, with respect to FATCA, the Agent) hereunder and under the any Note and will be made without setoff, counterclaim or other Loan Documents shall defense. Except as provided in Clause 12.4 (Mxxxxxxx Islands Taxation), all such payments will be made free and clear of, and without deduction or withholding for or on account offor, any present or future stamp or other taxes, levies, imposts, duties, charges, fees, deductions assessments or withholdings, other charges of whatever nature now or hereafter imposed, levied, collected, withheld or assessed imposed by any Governmental Authority, excluding income taxes and franchise jurisdiction or other taxes (imposed in lieu of income taxes) imposed on Lender as a result of a present or former connection between Lender and the jurisdiction of the Governmental Authority imposing such tax or by any political subdivision or taxing authority thereof or therein with respect to such payments (other than but excluding, except as provided in Clause 12.1(b), any tax imposed on or measured by the net income or net profits of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located or any subdivision of any such connection arising solely from Lender's having executedjurisdiction (such taxes being referred to collectively as “Excluded Taxes”)) and all interest, delivered penalties or performed its obligations or received a payment under, or enforced, this Agreement or the Note). If any similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, chargesfees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, deductions assessments or withholdings ("other charges being referred to collectively, as “Non-Excluded Taxes") is required to be withheld from any amounts payable to Lender under the Note or other Loan Documents, the amounts so payable to Lender shall be increased to the extent necessary to yield to Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable with respect to the Loan at the rates or in the amounts specified in the Note or other Loan Documents”). Whenever If any Non-Excluded Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Non-Excluded Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any Note, after withholding or deduction for or on account of any Non-Excluded Taxes, will not be less than the amount provided for herein or in such Note. (b) If any amounts are payable by Borroweran Obligor (or, with respect to FATCA, the Agent) in respect of Non-Excluded Taxes pursuant to Clause 12.1(a), the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for taxes imposed on or measured by the net income or net profits of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located arising as promptly a result of the payment of such Non-Excluded Taxes by the Borrower to such Lender and for any withholding of taxes as possible thereafter such Lender shall determine are payable by, or withheld from, such Lender, in respect of such amounts so paid to or on behalf of such Lender pursuant to Clause 12.1(a) and in respect of any amounts paid to or on behalf of such Lender pursuant to this Clause 12.1(b). (c) The Borrower shall send will furnish to Lender a certified copy the Agent within 45 days after the date the payment of an original official receipt received by Borrower showing payment thereof. If Borrower fails to pay any Non-Excluded Taxes when is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the appropriate taxing authority or fails to remit to Lender the required receipts or other required documentary evidence, Borrower shall indemnify Lender for any incremental taxes, interest or penalties that may become payable by Lender as a result of any such failure. The agreements in this Section shall survive the termination of this Agreement and the payment of the Note and all other amounts payable in respect of the LoanBorrower.

Gross Up for Taxes. All payments made by Borrower under of principal and interest on the Note Advances and all other amounts payable hereunder or any other Loan Documents Document shall be made free and clear of, of and without deduction for any Taxes, except as required by applicable Law. If any withholding or deduction from any payment to be made by any Loan Party hereunder or under any other Loan Document is required in respect of any Taxes pursuant to any applicable Law, then the applicable Loan Party will (i) pay directly to the relevant authority the full amount required to be so withheld or deducted, (ii) promptly forward to Lender an official receipt or other documentation satisfactory to Lender evidencing such payment to such authority, and (iii) if the Tax is an Indemnified Tax, pay to Lender such additional amount or amounts as is necessary to ensure that the net amount actually received by Lender will equal the full amount Lender would have received had no such withholding or deduction been required. The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable Law, or at the option of Lender timely reimburse it for or on account the payment of, any present or future stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding income taxes and franchise or other taxes (imposed in lieu of income taxes) imposed on Lender as a result of a present or former connection between Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from Lender's having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or the Note)Other Taxes. If any such non-excluded taxesIndemnified Taxes are directly asserted against Lender (or any of its Affiliates) with respect to a payment received hereunder or any other Loan Document or with respect to, leviesor arising from, impoststhe obligations of the Loan Parties under any Loan Document, dutiesthe Loan Parties shall jointly and severally indemnify Lender, chargeswithin ten (10) days after demand therefor, fees, deductions for the full amount of any Indemnified Taxes (including Taxes imposed or withholdings ("Non-Excluded Taxes") is required asserted on or attributable to be withheld from any amounts payable under this Section) payable or paid by Lender and any reasonable, out-of-pocket expenses arising therefrom or with respect thereto (including reasonable, out-of-pocket attorneys' or tax advisor fees and expenses), whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to Lender under the Note amount of such payment or other Loan Documents, the amounts so payable liability delivered to Administrative Borrower by Lender shall be increased to the extent necessary to yield to Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable with respect to the Loan at the rates or in the amounts specified in the Note or other Loan Documents. Whenever any Non-Excluded Taxes are payable by Borrower, as promptly as possible thereafter Borrower shall send to Lender a certified copy of an original official receipt received by Borrower showing payment thereof. If Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to Lender the required receipts or other required documentary evidence, Borrower shall indemnify Lender for any incremental taxes, interest or penalties that may become payable by Lender as a result of any such failure. The agreements in this Section shall survive the termination of this Agreement conclusive and the payment of the Note and all other amounts payable in respect of the Loanbinding absent manifest error.

Gross Up for Taxes. All payments made by Borrower under this Agreement and the Note and other Loan Documents Notes shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding income taxes and franchise or other taxes (imposed in lieu of income taxes) imposed on Lender as a result of a present or former connection between Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from Lender's having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or the Note). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("Non-Excluded Taxes") is are required to be withheld from any amounts payable to Lender hereunder or under the Note or other Loan Documentsits Note, the amounts so payable to Lender shall be increased to the extent necessary to yield to Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable with respect to the Loan Transactions at the rates or in the amounts specified in this Agreement and the Note or other Loan DocumentsNotes. Whenever any Non-Excluded Taxes are payable by Borrower, as promptly as possible thereafter Borrower shall send to Lender a certified copy of an original official receipt received by Borrower showing payment thereof. If Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to Lender the required receipts or other required documentary evidence, Borrower shall indemnify Lender for any incremental taxes, interest or penalties that may become payable by Lender as a result of any such failure. The agreements in this Section shall survive the termination of this Agreement and the payment of the Note Notes and all other amounts payable in respect of the Loanhereunder.

Gross Up for Taxes. All payments made by If Borrower under the Note and other Loan Documents shall be made free and clear of, and without deduction required by Applicable Law to withhold or withholding for deduct any taxes from or on account of, in respect of any present or future stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding income taxes and franchise or other taxes (imposed in lieu of income taxes) imposed on Lender as a result of a present or former connection between Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from Lender's having executed, delivered or performed its obligations or received a payment under, or enforced, sum payable under this Agreement or any of the NoteOther Documents to Agent, or any Lender, assignee of any Lender, or Participant (each, individually, a “Payee” and collectively, the “Payees”). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("Non-Excluded Taxes"a) is required to be withheld from any amounts the sum payable to Lender under such Payee or Payees, as the Note or other Loan Documentscase may be, the amounts so payable to Lender shall be increased as may be necessary so that, after making all required withholding or deductions, the applicable Payee or Payees receives an amount equal to the sum it would have received had no such withholding or deductions been made (the “Gross-Up Payment”), (b) Borrower shall make such withholding or deductions, and (c) Borrower shall pay the full amount withheld or deducted to the relevant taxation authority or other authority in accordance with Applicable Law. Notwithstanding the foregoing, no Borrower shall be obligated to make any portion of the Gross-Up Payment that is attributable to any withholding or deductions that would not have been paid or claimed had the applicable Payee or Payees properly claimed a complete exemption with respect thereto pursuant to this Section 3.9. Any Payee that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located or any treaty to which such jurisdiction is a party with respect to payments hereunder, shall deliver to the Borrower such properly completed and executed documentation, if any, prescribed by applicable law or treaty as will permit such payments to be made without withholding or at a reduced rate, and if any Payee receives or is granted any tax credit or deduction which in its reasonable judgment is allocable to a Gross-Up Payment, such Payee shall pay to the Borrower the amount of such credit or deduction to the extent necessary it will leave the Payee in no worse position than it would have been if the Borrower had not been required to yield to Lender (after payment of all Nonmake the Gross-Excluded Taxes) interest or any such other amounts payable Up Payment. Nothing contained herein shall interfere with respect to the Loan at the rates or in the amounts specified in the Note or other Loan Documents. Whenever any Non-Excluded Taxes are payable by Borrower, as promptly as possible thereafter Borrower shall send to Lender a certified copy of an original official receipt received by Borrower showing payment thereof. If Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to Lender the required receipts or other required documentary evidence, Borrower shall indemnify Lender for any incremental taxes, interest or penalties that may become payable by Lender as a result right of any such failure. The agreements Payee to arrange its tax affairs in this Section shall survive the termination of this Agreement and the payment of the Note and all whatever manner it deems appropriate or to claim relief from a tax liability in priority to any other amounts payable in respect of the Loancredit or deduction available to it.

Gross Up for Taxes. All payments made by Borrower under this Agreement and the Note and other Loan Documents Notes shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding income taxes and franchise or other taxes (imposed in lieu of income taxes) imposed on Lender a Bank as a result of a present or former connection between Lender such Bank and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from Lendersuch Bank's having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or the its Note). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("Non-Excluded Taxes") is are required to be withheld from any amounts payable to Lender such Bank hereunder or under the Note or other Loan Documentsits Note, the amounts so payable to Lender such Bank shall be increased to the extent necessary to yield to Lender such Bank (after payment of all Non-Excluded Taxes) interest or any such other amounts payable with respect to the its Loan at the rates or in the amounts specified in this Agreement and its Note; provided, however, that Borrower shall not be required to increase any such amounts payable to such Bank if such Bank is not organized under the Note Laws of the United States or other Loan Documentsa state thereof and such Bank fails to comply with the requirements of Section 10.13. Whenever any Non-Excluded Taxes are payable by Borrower, as promptly as possible thereafter Borrower shall send to Lender Administrative Agent for the account of such Bank a certified copy of an original official receipt received by Borrower showing payment thereof. If Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to Lender Administrative Agent the required receipts or other required documentary evidence, Borrower shall indemnify Lender such Bank for any incremental taxes, interest or penalties that may become payable by Lender such Bank as a result of any such failure. The agreements in this Section shall survive the termination of this Agreement and the payment of the Note Notes and all other amounts payable in respect of the Loanhereunder.

Gross Up for Taxes. (a) All payments made by the Borrower or any other Obligor (or, with respect to FATCA, the DIP Agent) hereunder and under the any Note and will be made without setoff, counterclaim or other Loan Documents shall defense. Except as provided in Clause 12.4 (Xxxxxxxx Islands Taxation), all such payments will be made free and clear of, and without deduction or withholding for or on account offor, any present or future stamp or other taxes, levies, imposts, duties, charges, fees, deductions assessments or withholdings, other charges of whatever nature now or hereafter imposed, levied, collected, withheld or assessed imposed by any Governmental Authority, excluding income taxes and franchise jurisdiction or other taxes (imposed in lieu of income taxes) imposed on Lender as a result of a present or former connection between Lender and the jurisdiction of the Governmental Authority imposing such tax or by any political subdivision or taxing authority thereof or therein with respect to such payments (other than but excluding, except as provided in Clause 12.1(b), any tax imposed on or measured by the net income or net profits of a DIP Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such DIP Lender is located or any subdivision of any such connection arising solely from Lender's having executedjurisdiction (such taxes being referred to collectively as “Excluded Taxes”)) and all interest, delivered penalties or performed its obligations or received a payment under, or enforced, this Agreement or the Note). If any similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, chargesfees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, deductions assessments or withholdings ("other charges being referred to collectively, as “Non-Excluded Taxes") is required to be withheld from any amounts payable to Lender under the Note or other Loan Documents, the amounts so payable to Lender shall be increased to the extent necessary to yield to Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable with respect to the Loan at the rates or in the amounts specified in the Note or other Loan Documents”). Whenever If any Non-Excluded Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Non-Excluded Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any Note, after withholding or deduction for or on account of any Non-Excluded Taxes, will not be less than the amount provided for herein or in such Note. (b) If any amounts are payable by Borroweran Obligor (or, with respect to FATCA, the DIP Agent) in respect of Non-Excluded Taxes pursuant to Clause 12.1(a), the Borrower agrees to reimburse each DIP Lender, upon the written request of such DIP Lender, for taxes imposed on or measured by the net income or net profits of such DIP Lender pursuant to the laws of the jurisdiction in which such DIP Lender is organized or in which the principal office or applicable lending office of such DIP Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such DIP Lender is organized or in which the principal office or applicable lending office of such DIP Lender is located arising as promptly a result of the payment of such Non-Excluded Taxes by the Borrower to such DIP Lender and for any withholding of taxes as possible thereafter such DIP Lender shall determine are payable by, or withheld from, such DIP Lender, in respect of such amounts so paid to or on behalf of such DIP Lender pursuant to Clause 12.1(a) and in respect of any amounts paid to or on behalf of such DIP Lender pursuant to this Clause 12.1(b). (c) The Borrower shall send will furnish to Lender a certified copy the DIP Agent within 45 days after the date the payment of an original official receipt received by Borrower showing payment thereof. If Borrower fails to pay any Non-Excluded Taxes when is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the appropriate taxing authority or fails to remit to Lender the required receipts or other required documentary evidence, Borrower shall indemnify Lender for any incremental taxes, interest or penalties that may become payable by Lender as a result of any such failure. The agreements in this Section shall survive the termination of this Agreement and the payment of the Note and all other amounts payable in respect of the LoanBorrower.

Gross Up for Taxes. All payments made by Borrower under this Agreement and the Note and other Loan Documents Notes shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding stamp taxes, income taxes and franchise or other taxes (imposed in lieu of income taxes) imposed on a Lender as a result of a present or former connection between such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from such Lender's ’s having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or the its Note). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("Non-Excluded Taxes") is are required to be withheld from any amounts payable to such Lender hereunder or under the Note or other Loan Documentsits Note, the amounts so payable to such Lender shall be increased to the extent necessary to yield to such Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable with respect to the Loan at the rates or in the amounts specified in this Agreement and its Note; provided, however, that Borrower shall not be required to increase any such amounts payable to such Lender if such Lender is not organized under the Note Laws of the United States or other Loan Documentsa state thereof and such Lender fails to comply with the requirements of Section 7.13. Whenever any Non-Excluded Taxes are payable by Borrower, as promptly as reasonably possible thereafter Borrower shall send to Administrative Agent for the account of such Lender a certified copy of an original official receipt received by Borrower showing payment thereof. If Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to Lender Administrative Agent the required receipts or other required documentary evidence, Borrower shall indemnify such Lender for any incremental taxes, interest or penalties that may become payable by such Lender as a result of any such failure. The agreements in this Section shall survive the termination of this Agreement and the payment of the Note Notes and all other amounts payable in respect of the Loanhereunder.

Gross Up for Taxes. All payments made by If any Borrower under the Note and other Loan Documents shall be required by Applicable Law to withhold or deduct any taxes from or in respect of any sum payable under this Agreement or any of the Other Documents to Agent, or any Lender, assignee of any Lender, or Participant (each, individually, a “Payee” and collectively, the “Payees”), (a) the sum payable to such Payee or Payees, as the case may be, shall be increased as may be necessary so that, after making all required withholding or deductions (including any withholdings or deductions applicable to additional sums payable under this Section 3.10), the applicable Payee or Payees receives an amount equal to the sum it would have received had no such withholding or deductions been made free and clear of(the “Gross-Up Payment”), (b) such Borrower shall make such withholding or deductions, and without deduction (c) such Borrower shall pay the full amount withheld or withholding for or on account of, any present or future stamp deducted to the relevant taxation authority or other taxesauthority in accordance with Applicable Law. Notwithstanding the foregoing, levies, imposts, duties, charges, fees, deductions (i) no Borrower shall be obligated to make a Gross-Up Payment in respect of taxes (x) which are imposed upon or withholdings, now measured by the Payee’s net income or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding income capital (including minimum taxes and franchise or other similar taxes (imposed in lieu thereof), branch profits taxes or franchise taxes, in each case imposed by a jurisdiction (or political subdivision thereof) under the laws of income taxeswhich the Payee is organized, managed or controlled or in which its applicable lending office is located, or (y) which are imposed on Lender by a jurisdiction as a result of the Payee otherwise having a present or former connection between Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such a connection arising solely from Lender's having executedas a result of this Agreement) with such jurisdiction; (ii) the Canadian Borrower shall not be obligated to make a Gross-Up Payment to any Payee with whom the Canadian Borrower is not dealing at arm’s length for the purposes of the Income Tax Act (Canada) or which is subject to Canadian taxes by reason of its carrying on business in or being connected with Canada or any province or territory thereof otherwise than arising solely as a result of this Agreement; and (iii) no Borrower shall be obligated to make any portion of the Gross-Up Payment that is attributable to (w) any tax that would not have been payable or applicable had the applicable Payee or Payees been eligible for, delivered and properly and timely claimed, a complete exemption with respect thereto pursuant to Section 3.11 hereof, (x) any taxes imposed on any amount payable to or performed its obligations for the account of any Payee under FATCA, (y) any taxes that are (or received a payment under, or enforced, this Agreement or the Note). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("Non-Excluded Taxes"would be) is required under Applicable law then in effect to be withheld from any with respect to amounts payable hereunder in respect of a Payee on the date it becomes a Payee or otherwise acquired an interest in an Obligation, except a person who becomes a Lender by assignment or purchases a participation of the whole or any part of an Obligation shall, subject to Lender Section 3.14, be entitled to Gross-up Payments under the Note or other Loan Documents, the amounts so payable to Lender shall be increased Section 3.10 and indemnification payments under Section 3.12 to the extent necessary that the assignor or seller of such participation is entitled to yield to Lender such amounts as of the date of such assignment or sale of participation; and (after payment of all Non-Excluded Taxesz) penalties and interest or any such other amounts payable with respect to the Loan at the rates or in on the amounts specified described as not eligible for a Gross-up Payment in clauses (i), (ii) or (iii) hereof. As soon as practicable after making such withholding or deduction, the Note Borrowers shall deliver to Agent the original or other Loan Documents. Whenever any Non-Excluded Taxes are payable by Borrower, as promptly as possible thereafter Borrower shall send to Lender a certified copy of an original official a receipt received issued by Borrower showing the relevant taxation authority evidencing such payment, a copy of the return reporting such payment thereof. If Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to Lender the required receipts or other required documentary evidence, Borrower shall indemnify Lender for any incremental taxes, interest or penalties that may become payable by Lender as a result evidence of any such failure. The agreements in this Section shall survive the termination of this Agreement and the payment of the Note and all other amounts payable in respect of the Loanreasonably satisfactory to Agent.

Gross Up for Taxes. All payments made by Borrower under the If any Note and other Loan Documents Party shall be required by Applicable Law to withhold or deduct any taxes from or in respect of any sum payable under this Agreement or any of the other Note Documents to Agent, or any Purchaser, assignee of any Purchaser, or Participant (each, individually, a “Payee” and collectively, the “Payees”), (a) the sum payable to such Payee or Payees, as the case may be, shall be increased as may be necessary so that, after making all required withholding or deductions, the applicable Payee or Payees receives an amount equal to the sum it would have received had no such withholding or deductions been made free and clear of(the “Gross-Up Payment”), (b) such Note Party shall make such withholding or deductions, and without deduction (c) such Note Party shall pay the full amount withheld or withholding for or on account of, any present or future stamp deducted to the relevant taxation authority or other authority in accordance with Applicable Law. Notwithstanding the foregoing, no Note Party shall be obligated to make any portion of the Gross-Up Payment to the extent that (i) such taxes are U.S. Federal taxes and the obligation to withhold or deduct such taxes existed on the date such Payee became a party to this Agreement or received its interest hereunder or, with respect to payments to a new office for booking the Notes hereunder of such Payee, the date such Payee designated such new office with respect to the Notes hereunder; provided, however, that this clause (i) shall not apply to the extent the Gross-Up Payment any Payee, or any Payee acting through a new office, would be entitled to receive (without regard to this clause (i)) does not exceed the Gross-Up Payment that the person making the transfer or selling the participation, or the Payee making the designation of such new office, would have been entitled to receive in the absence of such transfer, participation or designation, (ii) to the extent that the obligation to pay such Gross-Up Payment would not have arisen but for a failure of such Payee to comply with Section 3.10 hereof, (iii) that is attributable to taxes imposed under FATCA (or any amendment thereto or successor version thereof that is substantively comparable to FATCA and with respect to which compliance is not materially more onerous), or (iv) that are taxes imposed on or measured by net income (however denominated), franchise taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding income branch profits taxes and franchise or other taxes (imposed in lieu of income taxes) imposed on Lender as a result of such Payee being organized under the laws of, or having its principal office or lending office located in the jurisdiction imposing such tax or as a result of any present or former connection between Lender such Payee and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such a connection arising solely from Lender's such Payee having executed, delivered or delivered, become a party to, performed its obligations or received a payment under, received payments under, perfected a security interest under or enforcedenforced any Note Document, this Agreement or the Notesold or assigned an interest in any Note Document). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("Non-Excluded Taxes") is required to be withheld from any amounts payable to Lender under the Note or other Loan Documents, the amounts so payable to Lender shall be increased to the extent necessary to yield to Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable with respect to the Loan at the rates or in the amounts specified in the Note or other Loan Documents. Whenever any Non-Excluded Taxes are payable by Borrower, as promptly as possible thereafter Borrower shall send to Lender a certified copy of an original official receipt received by Borrower showing payment thereof. If Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to Lender the required receipts or other required documentary evidence, Borrower shall indemnify Lender for any incremental taxes, interest or penalties that may become payable by Lender as a result of any such failure. The agreements in this Section shall survive the termination of this Agreement and the payment of the Note and all other amounts payable in respect of the Loan.60358086_160358086_13

Gross Up for Taxes. All payments made by Borrower under of principal and interest on the Note Advances and all other amounts payable hereunder or any other Loan Documents Document shall be made free and clear of, of and without deduction for any Taxes, except as required by applicable Law. If any withholding or deduction from any payment to be made by any Loan Party hereunder or under any other Loan Document is required in respect of any Taxes pursuant to any applicable Law, then the applicable Loan Party will (i) pay directly to the relevant authority the full amount required to be so withheld or deducted, (ii) promptly forward to Lender an official receipt or other documentation satisfactory to Lender evidencing such payment to such authority, and (iii) if the Tax is an Indemnified Tax, pay to Lender such additional amount or amounts as is necessary to ensure that the net amount actually received by Lender will equal the full amount Lender would have received had no such withholding or deduction been required. The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable Law, or at the option of Lender timely reimburse it for or on account the payment of, any present or future stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding income taxes and franchise or other taxes (imposed in lieu of income taxes) imposed on Lender as a result of a present or former connection between Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from Lender's having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or the Note)Other Taxes. If any such non-excluded taxesIndemnified Taxes are directly asserted against Lender (or any of its Affiliates) with respect to a payment received hereunder or any other Loan Document or with respect to, leviesor arising from, impoststhe obligations of the Loan Parties under any Loan Document, dutiesthe Loan Parties shall jointly and severally indemnify Lender, chargeswithin 10 days after demand therefor, fees, deductions for the full amount of any Indemnified Taxes (including Taxes imposed or withholdings ("Non-Excluded Taxes") is required asserted on or attributable to be withheld from any amounts payable under this Section) payable or paid by Lender and any reasonable, out-of-pocket expenses arising therefrom or with respect thereto (including reasonable, out-of-pocket attorneys’ or tax advisor fees and expenses), whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to Lender under the Note amount of such payment or other Loan Documents, the amounts so payable liability delivered to Borrower by Lender shall be increased to the extent necessary to yield to Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable with respect to the Loan at the rates or in the amounts specified in the Note or other Loan Documents. Whenever any Non-Excluded Taxes are payable by Borrower, as promptly as possible thereafter Borrower shall send to Lender a certified copy of an original official receipt received by Borrower showing payment thereof. If Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to Lender the required receipts or other required documentary evidence, Borrower shall indemnify Lender for any incremental taxes, interest or penalties that may become payable by Lender as a result of any such failure. The agreements in this Section shall survive the termination of this Agreement conclusive and the payment of the Note and all other amounts payable in respect of the Loanbinding absent manifest error.

Gross Up for Taxes. (a) All payments made by Borrower under the Note Borrowers of principal of and interest on the Advances and of all fees and other Loan Documents amounts payable under this Agreement shall be made free and clear of, and without withholding or deduction or withholding for or on account by reason of, any present or future stamp or other taxes, levies, duties, imposts, duties, charges, fees, deductions assessments or withholdings, now other charges levied or hereafter imposed, levied, collected, withheld or assessed imposed by any Governmental Authority, excluding income taxes and franchise or other taxes (imposed in lieu of income taxes) imposed on Lender as a result of a present or former connection between Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than franchise taxes and taxes on or measured by the overall net income of any Lender) (collectively, “Taxes”). If the Borrowers shall be required by law to withhold or deduct any Taxes from or in respect of any sum payable under this Agreement to the Agent, or any Lender or assignee of any Lender (each, individually, a “Payee” and collectively, the “Payees”), (i) the sum payable to such Payee or Payees, as the case may be, shall be increased as may be necessary so that, after making all required withholding or deductions, the applicable Payee or Payees receives an amount equal to the sum it would have received had no such withholding or deductions been made (the “Gross-Up Payment”), (ii) the Borrowers shall make such withholding or deductions and (iii) the Borrowers shall pay the full amount withheld or deducted to the relevant taxation authority or other Governmental Authority in accordance with applicable law. The Borrowers shall promptly furnish to the Lenders upon request of any Lender or any such connection arising solely from Lender's having executedPayee, delivered official receipts evidencing such withholding, deduction or performed its obligations payment. (b) The Borrowers will indemnify the Agent and each Payee (without duplication) against, and reimburse the Agent and each Payee for, all present and future Taxes (including, without limitation, interest and penalties) levied or received a payment undercollected (whether or not legally or correctly imposed, assessed, levied or enforced, collected) on or with respect to this Agreement or any Loan Document or the Note)Obligations or any portion thereof. If Each such indemnification shall be on an after-tax basis, taking into account any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions Taxes imposed on the amounts paid as indemnity. (c) Without prejudice to the survival of any other term or withholdings ("Non-Excluded Taxes") is required to be withheld from any amounts payable to Lender under the Note or other Loan Documentsprovision of this Agreement, the amounts so payable to Lender shall be increased to the extent necessary to yield to Lender (after payment obligations of all Non-Excluded Taxes) interest or any such other amounts payable with respect to the Loan at the rates or in the amounts specified in the Note or other Loan Documents. Whenever any Non-Excluded Taxes are payable by Borrower, as promptly as possible thereafter Borrower shall send to Lender a certified copy of an original official receipt received by Borrower showing payment thereof. If Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to Lender the required receipts or other required documentary evidence, Borrower shall indemnify Lender for any incremental taxes, interest or penalties that may become payable by Lender as a result of any such failure. The agreements in Borrowers under this Section 2.10 shall survive the termination of this Agreement and the payment of the Note DIP Loan and all other amounts payable in respect Obligations and the termination of the LoanDIP Facility Commitment.

Gross Up for Taxes. All payments made by Borrower under this Agreement and the Note and other Loan Documents Notes shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding income taxes and franchise or other taxes (imposed in lieu of income taxes) imposed on Lender a Bank as a result of a present or former connection between Lender such Bank and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from Lender's such Bank’s having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or the its Note). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("“Non-Excluded Taxes"”) is are required to be withheld from any amounts payable to Lender such Bank hereunder or under the Note or other Loan Documentsits Note, the amounts so payable to Lender such Bank shall be increased to the extent necessary to yield to Lender such Bank (after payment of all Non-Excluded Taxes) interest or any such other amounts payable with respect to the its Loan at the rates or in the amounts specified in this Agreement and its Note; provided, however, that Borrower shall not be required to increase any such amounts payable to such Bank if such Bank is not organized under the Note Laws of the United States or other Loan Documentsa state thereof and such Bank fails to comply with the requirements of Section 10.13. Whenever any Non-Excluded Taxes are payable by Borrower, as promptly as possible thereafter Borrower shall send to Lender Administrative Agent for the account of such Bank a certified copy of an original official receipt received by Borrower showing payment thereof. If Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to Lender Administrative Agent the required receipts or other required documentary evidence, Borrower shall indemnify Lender such Bank for any incremental taxes, interest or penalties that may become payable by Lender such Bank as a result of any such failure. The agreements in this Section shall survive the termination of this Agreement and the payment of the Note Notes and all other amounts payable in respect of the Loanhereunder.

Gross Up for Taxes. (a) All payments made by the Borrower or any other Obligor hereunder and under the any Note and will be made without setoff, counterclaim or other Loan Documents shall defense. Except as provided in Clause 12.4 (Mxxxxxxx Islands), all such payments will be made free and clear of, and without deduction or withholding for or on account offor, any present or future stamp or other taxes, levies, imposts, duties, charges, fees, deductions assessments or withholdings, other charges of whatever nature now or hereafter imposed, levied, collected, withheld or assessed imposed by any Governmental Authority, excluding income taxes and franchise jurisdiction or other taxes (imposed in lieu of income taxes) imposed on Lender as a result of a present or former connection between Lender and the jurisdiction of the Governmental Authority imposing such tax or by any political subdivision or taxing authority thereof or therein with respect to such payments (other than but excluding, except as provided in Clause 12.1(b), any tax imposed on or measured by the net income or net profits of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located or any subdivision of any such connection arising solely from Lender's having executedjurisdiction (such taxes being referred to collectively as “Excluded Taxes”)) and all interest, delivered penalties or performed its obligations or received a payment under, or enforced, this Agreement or the Note). If any similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, chargesfees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, deductions assessments or withholdings ("other charges being referred to collectively, as “Non-Excluded Taxes") is required to be withheld from any amounts payable to Lender under the Note or other Loan Documents, the amounts so payable to Lender shall be increased to the extent necessary to yield to Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable with respect to the Loan at the rates or in the amounts specified in the Note or other Loan Documents”). Whenever If any Non-Excluded Taxes are payable by Borrowerso levied or imposed, as promptly as possible thereafter the Borrower shall send to Lender a certified copy of an original official receipt received by Borrower showing payment thereof. If Borrower fails agrees to pay the full amount of such Non-Excluded Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any Note, after withholding or deduction for or on account of any Non-Excluded Taxes, will not be less than the amount provided for herein or in such Note. (b) If any amounts are payable in respect of Non-Excluded Taxes pursuant to Clause 12.1(a), the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for taxes imposed on or measured by the net income or net profits of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located arising as a result of the payment of such Non-Excluded Taxes by the Borrower to such Lender and for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender, in respect of such amounts so paid to or on behalf of such Lender pursuant to Clause 12.1(a) and in respect of any amounts paid to or on behalf of such Lender pursuant to this Clause 12.1(b). (c) The Borrower will furnish to the Agent within 45 days after the date the payment of any Non-Excluded Taxes when is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the appropriate taxing authority or fails to remit to Lender the required receipts or other required documentary evidence, Borrower shall indemnify Lender for any incremental taxes, interest or penalties that may become payable by Lender as a result of any such failure. The agreements in this Section shall survive the termination of this Agreement and the payment of the Note and all other amounts payable in respect of the LoanBorrower.

Gross Up for Taxes. All (a) If any Borrower or Agent on account of payments made by Borrower under the Note and other Loan Documents shall be made free and clear of, and without deduction required by Applicable Law to withhold or withholding for deduct any Taxes from or on account of, in respect of any present or future stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding income taxes and franchise or other taxes (imposed in lieu of income taxes) imposed on Lender as a result of a present or former connection between Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from Lender's having executed, delivered or performed its obligations or received a payment under, or enforced, sum payable under this Agreement or any of the Note). If Other Documents to Agent, or any such non-excluded taxesLender, leviesassignee of any Lender, impostsor Participant (each, dutiesindividually, charges, fees, deductions or withholdings (a "Non-Excluded Taxes") is required to be withheld from any amounts payable to Lender under the Note or other Loan DocumentsPayee" and collectively, the amounts so "Payees"), subject to Section 16.3(b), (a) if such withheld or deducted Taxes are Indemnified Taxes, the sum payable by Borrower to Lender such Payee or Payees, as the case may be, shall be increased as may be necessary so that, after making all required withholding or deductions of Indemnified Taxes, the applicable Payee or Payees receives an amount equal to the extent necessary sum it would have received had no such withholding or deductions been made (the "Gross‑Up Payment"), (b) such Borrower shall make such withholding or deductions of Taxes, and (c) such Borrower shall pay the full amount of Taxes withheld or deducted to yield to Lender (after payment of all Non-Excluded Taxes) interest the relevant taxation authority or any such other amounts payable authority in accordance with Applicable Law. Except as otherwise provided in Section 16.5 with respect to certain Taxes arising on certain assignments, the Loan at Parties shall jointly and severally indemnify each Agent and Payee (a "Tax Indemnitee") for the rates full amount of Indemnified Taxes arising in connection with this Agreement or in the amounts specified in the Note or any other Loan Documents. Whenever Document (including, without limitation, any Non-Excluded Indemnified Taxes are imposed or asserted on, or attributable to, amounts payable under this Section 3.11) payable or paid by, such Tax Indemnitee and all reasonable and documented costs and expenses (including reasonable fees and disbursements of counsel), actually incurred in connection therewith (whether or not such Indemnified Taxes were correctly or legally imposed or asserted by Borrowerthe relevant Governmental Body), except as promptly arising out of the gross negligence or willful misconduct if the Tax Indemnitee (as possible thereafter Borrower shall send to Lender determined by a certified copy court of an original official receipt received by Borrower showing payment thereof. If Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to Lender the required receipts or other required documentary evidence, Borrower shall indemnify Lender for any incremental taxes, interest or penalties that may become payable by Lender as competent jurisdiction in a result of any such failurefinal and non‑appealable judgment). The agreements in obligations of the Borrowers and Loan Parties under this Section 3.11 shall survive the termination of this Agreement and the repayment of the Loans. (b) If any Lender requests indemnification or any additional amounts pursuant to this Section 3.11, then such Lender shall use reasonable efforts to designate a different lending office for funding hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to this Section 3.11 and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (c) If any Lender requests indemnification or any additional amounts pursuant to this Section 3.11, then the Borrowers may, at their sole expense and effort, upon notice to such Lender and the Borrowing Agent and Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 16.3), all of its interests, rights and obligations under this Agreement, the Notes and the Other Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment) provided that: (i) The Borrowers shall have paid to the Agent the assignment fee specified in Section 16.3; (ii) Such Lender shall have received payment of an amount equal to the Note outstanding principal of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the Other Documents (including any amounts under Section 2.17 from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in respect the case of all other amounts); (iii) In the Loancase of any such assignment resulting from a claim for compensation under Section 3.8 or payments required to be made pursuant to Section 3.11, such assignment will result in a reduction in such compensation or payments thereafter; and (iv) Such assignment does not conflict with Applicable Law.

Gross Up for Taxes. (i) All payments made by the Borrower under the Note and other Loan Documents this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present current or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, or any interest or penalties in respect thereof, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental AuthorityAuthority (“Taxes”) except to the extent that such deduction or withholding is required by any applicable law, excluding income taxes and franchise or other taxes (imposed in lieu as modified by the administrative practice of income taxes) imposed on Lender as a result of a present or former connection between Lender and the jurisdiction of the any relevant Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from Lender's having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or the Note)then in effect. If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("Non-Excluded Taxes") is Taxes are required to be withheld from any amounts amount payable to the Administrative Agent or any Lender hereunder, or if the Administrative Agent or any Lender is subject to Taxes under Part XIII of the Tax Act (or any successor part) in respect of any such amount but such Taxes are not levied by way of deduction or withholding (“Part XIII Tax Payable”), the Borrower shall: (A) promptly notify the Administrative Agent of such requirement; (B) pay to the relevant Governmental Authority (I) the full amount required to be deducted or withheld (including the full amount of Taxes required to be deducted or withheld from any additional amount paid by the Borrower to the Administrative Agent or such Lender under this Section 5.4(a)), or as the Note or other Loan Documents, case may be (II) the amounts so full amount of any Part XIII Tax Payable in respect of such amount (including the full amount of Taxes payable to Lender shall be increased on any additional amount paid by the Borrower to the extent necessary Administrative Agent or such Lender under this Section 5.4(a)). The Borrower shall pay such amount (whether such amount is governed by (I) or (II)) to yield such Governmental Authority within the time period required by applicable law for Taxes referred to Lender in (after payment of all Non-Excluded TaxesI) interest that are required to be deducted or any such other amounts payable with respect to the Loan at the rates or in the amounts specified in the Note or other Loan Documents. Whenever any Non-Excluded Taxes are payable by Borrower, withheld; (C) as promptly as possible thereafter Borrower shall send thereafter, forward to the Administrative Agent and such Lender an official receipt (or a certified copy of an original official receipt copy), or other documentation reasonably acceptable to the Administrative Agent and such Lender, evidencing such payment to such Governmental Authority; and (D) pay to the Administrative Agent or such Lender, in addition to the payment to which the Administrative Agent or such Lender is otherwise entitled under this Agreement, such additional amount as is necessary to ensure that the net amount actually received by Borrower showing payment thereof. the Administrative Agent or such Lender (free and clear of any such Taxes, whether assessable against the Borrower, the Administrative Agent or such Lender) will equal the full amount the Administrative Agent or such Lender would have received had no such deduction or withholding been required or no Part XIII Tax Payable been levied, as the case may be. (ii) If the Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority relevant Governmental Authority within the time period referenced in (B) any Taxes that it was required to pay to such Governmental Authority under this Section 5.4(a) in respect of any payment to or for the benefit of the Administrative Agent or any Lender under this Agreement or fails to remit furnish the Administrative Agent or such Lender, as applicable, with the documentation referred to Lender in Section 5.4(a) when required to do so, the required receipts or other required documentary evidence, Borrower shall forthwith on demand fully indemnify the Administrative Agent or such Lender, as applicable, on an after-Taxes basis, from and against any Taxes (including interest and penalties), losses and expenses which the Administrative Agent or such Lender for any incremental taxes, interest may suffer or penalties that may become payable by Lender incur as a result of any such failure. . (iii) The agreements Borrower shall also indemnify the Administrative Agent and each Lender, on an after-Taxes basis, for any additional Taxes on net income (including interest and penalties in respect thereof) that the Administrative Agent or such Lender may be obliged to pay as a result of the payment of additional amounts under this Section 5.4(a) within ten (10) days from the date the Administrative Agent or such Lender, as applicable, makes written demand therefor, accompanied by a certificate stating the amount of the relevant Taxes, including interest and/or penalties, and the computation thereof, which certificate shall (absent manifest error) be conclusive. (iv) The Borrower’s obligations under this Section 5.4(a) shall survive the termination of this Agreement and the payment of the Note Loans and all other amounts payable hereunder. (b) Notwithstanding Section 5.4(a), the Borrower shall not be required to indemnify or pay any additional amounts in respect of Canadian Taxes (including, for greater certainty, Part XIII Tax Payable) applicable to any amount payable with respect to any Loan or portion thereof pursuant to Section 5.4(a) above to any Lender that is not a Canadian Qualified Lender, unless such Loan or portion thereof, as the Loancase may be, was assigned, participated or transferred to such Lender at the request of the Borrower or was assigned, participated or transferred to such Lender following the occurrence of and during the continuance of an Event of Default pursuant to Section 10.1 or 10.5. For the purposes hereof, “Canadian Qualified Lender” means a Lender which (i) is not a “non-resident” within the meaning of the Tax Act, or (ii) is an “authorized foreign bank” within the meaning of the Tax Act, but only in respect of an amount payable with respect to any Loan or portion thereof that is paid or credited in respect of its “Canadian banking business” within the meaning of the Tax Act.