Common use of Gross Up for Taxes Clause in Contracts

Gross Up for Taxes. If any Borrower 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 (the “Gross-Up Payment”), (b) such Borrower shall make such withholding or deductions, and (c) such 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, (i) no Borrower shall be obligated to make a Gross-Up Payment in respect of taxes (x) which are imposed upon or measured by the Payee’s net income or capital (including minimum taxes and 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 which the Payee is organized, managed or controlled or in which its applicable lending office is located, or (y) which are imposed by a jurisdiction as a result of the Payee otherwise having a present or former connection (other than a connection arising solely as a result of this Agreement) with such jurisdiction; (ii) [reserved]; 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, 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 for the account of any Payee under FATCA, (y) any taxes that are (or would be) required under Applicable law then in effect to be withheld 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 Section 3.14, be entitled to Gross-up Payments under Section 3.10 and indemnification payments under Section 3.12 to the extent that the assignor or seller of such participation is entitled to such amounts as of the date of such assignment or sale of participation; and (z) penalties and interest on the amounts 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 Borrowers shall deliver to Agent the original or a certified copy of a receipt issued by the relevant taxation authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Agent.

Gross Up for Taxes. If any Borrower Borrowers shall be required by Applicable Law to withhold or deduct any taxes 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”)other Loan Documents, (a) the sum payable to Agent or such Payee or Payees, as the case may be, Lender shall be increased as may be necessary so that, after making all required withholding or deductions deductions, Agent or such Lender (including any withholdings or deductions applicable to additional sums payable under this Section 3.10), as the applicable Payee or Payees case may be) receives an amount equal to the sum it would have received had no such withholding or deductions been made (the “Gross-Up Payment”)made, (b) such Borrower Borrowers shall make such withholding or deductions, and (c) such Borrower Borrowers shall pay the full amount withheld or deducted to the relevant taxation authority or other authority in accordance with Applicable Law. Notwithstanding the foregoing, (i) no Borrower Borrowers shall not be obligated required to make a Gross-Up Payment indemnify any Foreign Lender or to pay any additional amounts to any Foreign Lender in respect of taxes (x) which are imposed upon or measured by the Payee’s net income or capital (including minimum taxes and 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 which the Payee is organized, managed or controlled or in which its applicable lending office is located, or (y) which are imposed by a jurisdiction as a result of the Payee otherwise having a present or former connection (other than a connection arising solely as a result of this Agreement) with such jurisdiction; (ii) [reserved]; and (iii) no Borrower shall be obligated to make any portion of the Gross-Up Payment that is attributable to (w) any U.S. Federal withholding tax that would not have been payable or applicable had the applicable Payee or Payees been eligible for, and properly and timely claimed, a complete exemption with respect thereto pursuant to this Section 3.11 hereof, (x) any taxes imposed on any amount payable to or for the account of any Payee under FATCA, (y) any taxes that are (or would be) required under Applicable law then in effect to be withheld 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 Section 3.14, be entitled to Gross-up Payments under Section 3.10 and indemnification payments under Section 3.12 5.9 to the extent that the assignor obligation to pay such additional amounts would not have arisen but for a failure by such Foreign Lender to comply with the provisions of Section 5.10 below. If Agent or seller any Lender determines that it has received a refund, credit, or other reduction of taxes in respect of any Taxes paid by Borrowers pursuant to this Section 5.9, such participation is entitled to such amounts as of Person shall within 30 days from the date of actual receipt of such assignment refund or sale the filing of participation; and the tax return in which such credit or other reduction results in a lower tax payment, pay over such refund or the amount of such tax reduction to Borrowers (z) penalties and interest on but only to the amounts described as not eligible for a Gross-up Payment in clauses (iextent of Taxes paid by Borrowers pursuant to this Section 5.9), net of all out-of-pocket expenses of such Person, and without interest (ii) or (iii) hereof. As soon as practicable after making such withholding or deduction, the Borrowers shall deliver to Agent the original or a certified copy of a receipt issued other than interest paid by the relevant taxation authority evidencing Governmental Authority with respect to such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Agentrefund).

Gross Up for Taxes. All payments of principal and interest on the Advances and all other amounts payable hereunder or any other Loan Document shall be made free and clear of and without deduction for any Taxes, except as required by applicable Law. If any Borrower shall withholding or deduction from any payment to be made by any Loan Party hereunder or under any other Loan Document is required by Applicable Law to withhold or deduct any taxes from or in respect of any sum payable under this Agreement 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 any of the Other Documents to Agent, or any Lender, assignee of any Lender, or Participant (each, individually, a “Payee” and collectively, the “Payees”)deducted, (aii) the sum payable promptly forward to Agent and any applicable Lender an official receipt or other documentation satisfactory to Agent or such Lender evidencing such payment to such Payee authority, and (iii) if the Tax is an Indemnified Tax, pay to Agent for the account of Agent and each applicable Lender such additional amount or Payees, amounts as is necessary to ensure that 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), net amount actually received by Agent and each Lender will equal the applicable Payee or Payees receives an full amount equal to the sum it Agent and such Lender would have received had no such withholding or deductions deduction been made required. The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable Law, or at the option of Agent timely reimburse it for the payment of, any Other Taxes. If any Indemnified Taxes are directly asserted against Agent or any Lender (or any of its Affiliates) with respect to a payment received hereunder or any other Loan Document or with respect to, or arising from, the “Gross-Up Payment”)obligations of the Loan Parties under any Loan Document, (b) the Loan Parties shall jointly and severally indemnify Agent or such Borrower shall make such withholding or deductionsLender, and (c) such Borrower shall pay within 10 days after demand therefor, for the full amount withheld or deducted to the relevant taxation authority or other authority in accordance with Applicable Law. Notwithstanding the foregoing, (i) no Borrower shall be obligated to make a Gross-Up Payment in respect of taxes (x) which are imposed upon or measured by the Payee’s net income or capital any Indemnified Taxes (including minimum taxes and similar taxes Taxes imposed in lieu thereof), branch profits taxes or franchise taxes, in each case imposed by a jurisdiction (asserted on or political subdivision thereof) under the laws of which the Payee is organized, managed or controlled or in which its applicable lending office is located, or (y) which are imposed by a jurisdiction as a result of the Payee otherwise having a present or former connection (other than a connection arising solely as a result of this Agreement) with such jurisdiction; (ii) [reserved]; and (iii) no Borrower shall be obligated to make any portion of the Gross-Up Payment that is attributable to (wamounts payable under this Section) any tax that would not have been payable or applicable had the applicable Payee paid by Agent or Payees been eligible forsuch Lender and any reasonable, and properly and timely claimed, a complete exemption out-of-pocket expenses arising therefrom or with respect thereto pursuant to Section 3.11 hereof(including reasonable, (x) any taxes imposed on any amount payable to out-of-pocket attorneys’ or for the account of any Payee under FATCA, (y) any taxes that are (or would be) required under Applicable law then in effect to be withheld 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 Section 3.14, be entitled to Gross-up Payments under Section 3.10 tax advisor fees and indemnification payments under Section 3.12 to the extent that the assignor or seller of such participation is entitled to such amounts as of the date of such assignment or sale of participation; and (z) penalties and interest on the amounts described as not eligible for a Gross-up Payment in clauses (iexpenses), (ii) whether or (iii) hereof. As soon as practicable after making not such withholding Indemnified Taxes were correctly or deduction, the Borrowers shall deliver to Agent the original legally imposed or a certified copy of a receipt issued asserted by the relevant taxation authority evidencing such payment, a copy Governmental Authority. A certificate as to the amount of the return reporting such payment or other evidence of such payment reasonably satisfactory liability delivered to Borrower by a Lender (with a copy to Agent), or by Agent on its own behalf or on behalf of a Lender, shall be conclusive and binding absent manifest error.

Gross Up for Taxes. (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 benefit of the Administrative Agent or any Credit Party shall be made without set-off or counterclaim, and free and clear of, and without deduction or withholding 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 Borrower shall such Taxes are so required to be required by Applicable Law to withhold deducted or deduct any taxes withheld from or in respect of any sum payable under this Agreement Payment made to or for the benefit of the Administrative Agent or any Credit Party, the Borrower shall: (i) promptly notify the Administrative Agent of such requirement; (ii) except with respect to Excluded Taxes, pay to the Other Documents relevant Credit Party in addition to Agentthe Payment to which such Credit Party is otherwise entitled, or such additional amount as is necessary to ensure that the net amount actually received by such Credit Party (free and clear of, and net of, any Lendersuch Taxes, assignee including the full amount of any Lender, Taxes (other than Excluded Taxes) required to be deducted or Participant (each, individually, a “Payee” and collectively, withheld from any additional amount paid by 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 Borrower under this Section 3.108.6(a), whether assessable against the applicable Payee Borrower or Payees receives an such Credit Party) equals the full amount equal to the sum it such Credit Party would have received had no such deduction or withholding or deductions been made required; (the “Gross-Up Payment”), (biii) such Borrower shall make such withholding deduction or deductions, and withholding; (civ) such Borrower shall pay the full amount withheld or deducted to the relevant taxation authority or other authority 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 such Credit Party under this Section 8.6(a)), within the time period required by Applicable Law; and (v) as promptly as possible thereafter, forward to such Credit Party an original official receipt (or a certified copy), or other documentation reasonably acceptable to such Credit Party evidencing such payment to such Official Body. (b) In addition, the Borrower agrees to pay any and all present or future Other Taxes. (c) The Borrower hereby indemnifies and holds harmless each Credit Party, for the full amount of Taxes (other than Excluded Taxes) and Other Taxes, levied, imposed or assessed against (and whether or not paid directly by) any Credit Party. In addition, the Borrower hereby indemnifies each Credit Party for all Taxes, penalties and reasonable expenses imposed or incurred by such Credit Party, resulting from or relating to the Borrower’s failure to: (i) remit to the Administrative Agent or any Credit Party the documentation referred to in Section 8.6(a)(v); or (ii) pay any Taxes or Other Taxes when due to the 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 not such Taxes were correctly or legally assessed. Any Credit Party who pays any Taxes (other than Excluded 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 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 any Credit Party makes written demand therefor accompanied by a certificate as to the amount of such Taxes, Other Taxes interest and expenes 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 relevant Credit Party shall, if so requested by the Borrower, cooperate with the Borrower in challenging such Taxes at the Borrower’s expense. (e) If any Credit 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 such Credit Party is attributable to the Taxes giving rise to such payment made by the Borrower, then such Credit 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 the reasonable 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 Taxes had not been exigible. The Borrower, upon the request of any Credit Party, agrees to repay to such Credit Party any portion of any such refund paid over to the Borrower that such Credit Party is required to pay to the relevant Official Body and agrees to pay any interest, penalties, reasonable expenses or other charges paid by the such Credit Party as a result of or related to such payment to such Official Body. No Credit Party shall be under any obligation to arrange its tax affairs in any particular manner so as to claim any refund. No Credit 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(e) or any other provision of this Section 8.6. (f) 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, (i) no Borrower Lender shall be obligated required to make deliver any documentation pursuant to this Section 8.6(f) that such Lender is not legally able to deliver. (g) If a Gross-Up Payment in respect payment made to a Credit Party under any Credit Document would be subject to U.S. federal withholding tax imposed by FATCA if such Credit Party were to fail to comply with the applicable reporting requirements of taxes (x) which are imposed upon FATCA, such Credit Party shall deliver to the Borrower and the Administrative Agent at the time or measured times prescribed by Applicable Law and at such time or times reasonably requested by the Payee’s net income Borrower or capital the Administrative Agent such documentation prescribed by Applicable Law (including minimum taxes as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code of 1986) and similar taxes imposed in lieu thereofsuch additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and Administrative Agent to comply with their obligations under FATCA and to determine that such Credit Party has complied with such Credit Party’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for the purposes of this clause (g), branch profits taxes or franchise taxes, in each case imposed by a jurisdiction “FATCA” shall include any amendments made to FATCA after the date of this agreement. (or political subdivision thereofh) The Borrower’s obligations under this Section 8.6 shall survive without limitation the laws of which the Payee is organized, managed or controlled or in which its applicable lending office is located, or (y) which are imposed by a jurisdiction as a result termination of the Payee otherwise having a present or former connection (RT Facility and this agreement and all other than a connection arising solely as a result of this Agreement) with such jurisdiction; (ii) [reserved]; Credit Documents and (iii) no Borrower shall be obligated to make any portion the permanent repayment 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, outstanding credit 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 for the account of any Payee under FATCA, (y) any taxes that are (or would be) required under Applicable law then in effect to be withheld with respect to all other 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 Section 3.14, be entitled to Gross-up Payments under Section 3.10 and indemnification payments under Section 3.12 to the extent that the assignor or seller of such participation is entitled to such amounts as of the date of such assignment or sale of participation; and (z) penalties and interest on the amounts 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 Borrowers shall deliver to Agent the original or a certified copy of a receipt issued by the relevant taxation authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Agentthereunder.

Gross Up for Taxes. (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 benefit of a Finance Party shall be made without set-off or counterclaim, and free and clear of, and without deduction or withholding 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 Borrower shall such Taxes are so required to be required by Applicable Law to withhold deducted or deduct any taxes withheld from or in respect of any sum 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 additional amount paid by the Borrower under this Section 8.6(a), whether assessable against the Borrower or such Finance Party) equals the full amount the Finance Party, 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 Finance Party under this Section 8.6(a)), within the time period required by Applicable Law; and (v) as promptly as possible thereafter, forward to the relevant Finance Party an original official receipt (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 agrees to pay any and all present or future Other Taxes. (c) The Borrower hereby indemnifies and holds harmless each Finance Party, on an after-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 reasonable 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 relevant Official Body (including, without limitation, any Taxes imposed by any Official Body on amounts payable under this Agreement Section 8.6). The provisions of this Section 8.6(c) shall apply whether or 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 provide such notice shall not detract from, or compromise, the obligations of the Other Documents Borrower under this Section 8.6. Payment pursuant to Agent, this indemnification shall be made within 20 days from the date the Administrative 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 Payeesrelevant 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 increased as may be necessary so that, after making all required withholding or deductions prima facie evidence of such amount. (including d) If the Borrower determines in good faith that a reasonable basis exists for contesting any withholdings or deductions applicable to additional sums payable Indemnified Taxes for which a payment has been made under this Section 3.108.6, 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. (e) 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 applicable Payee Finance Party determines in its absolute discretion will leave it, after such reimbursement, in no better or Payees receives an amount equal to the sum worse position than it would have received been in if such Indemnified Taxes had no not been exigible. The Borrower, upon the request of a Finance Party, agree to repay such withholding or deductions been made (Finance Party any portion of any such refund paid over to the “Gross-Up Payment”), (b) such Borrower shall make such withholding or deductions, and (c) such Borrower shall that a Finance Party is required to pay the full amount withheld or deducted to the relevant taxation authority Official Body and agrees to pay any interest, penalties or other authority charges paid by such Finance Party as a result of or related to such payment to such Official Body. No Finance Party shall be under any obligation to arrange its tax affairs in accordance any particular manner so as to claim any refund. 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(e) or any other provision of this Section 8.6. (f) 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 LawLaw 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, (i) no Borrower Finance Party shall be obligated required to make deliver any documentation pursuant to this Section 8.6(f) that such Finance Party is not legally able to deliver. Without limiting the foregoing, each Finance Party shall deliver to the Borrower (with a Gross-Up Payment copy to the Administrative Agent), at the time or times prescribed by Applicable Law and reasonably requested by the Borrower or the Administrative Agent, executed copies of an applicable IRS Form W-8 or IRS Form W-9 and any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by Applicable Law to permit the Borrower or Administrative Agent to determine the withholding or deduction required to be made, including such documentation prescribed by Applicable Law (including Section 1471(b)(3)(C)(i) of the US Internal Revenue Code) and such additional documentation as may be appropriate for the Borrower or Administrative Agent to comply with their obligations under FATCA and to determine that each Finance Party has complied with its obligations under FATCA or to determine the amount to deduct and withhold from any payment made hereunder. (g) 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 taxes 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. (xh) which are imposed upon or measured by The Borrower’s obligations under this Section 8.6 shall survive without limitation the Payee’s net income or capital (including minimum taxes and 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 which the Payee is organized, managed or controlled or in which its applicable lending office is located, or (y) which are imposed by a jurisdiction as a result termination of the Payee otherwise having a present or former connection (Credit Facilities and this agreement and all other than a connection arising solely as a result of this Agreement) with such jurisdiction; (ii) [reserved]; Finance Documents and (iii) no Borrower shall be obligated to make any portion the permanent repayment 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, outstanding credit 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 for the account of any Payee under FATCA, (y) any taxes that are (or would be) required under Applicable law then in effect to be withheld with respect to all other 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 Section 3.14, be entitled to Gross-up Payments under Section 3.10 and indemnification payments under Section 3.12 to the extent that the assignor or seller of such participation is entitled to such amounts as of the date of such assignment or sale of participation; and (z) penalties and interest on the amounts 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 Borrowers shall deliver to Agent the original or a certified copy of a receipt issued by the relevant taxation authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Agentthereunder.

Gross Up for Taxes. All payments of principal and interest on the Loans and all other amounts payable hereunder shall be made free and clear of and without deduction for any present or future income, excise, stamp, documentary, property or franchise taxes and other taxes, fees, duties, levies, assessments, withholdings or other charges of any nature whatsoever (including interest and penalties thereon) imposed by any taxing authority, excluding taxes imposed on or measured by Administrative Agent’s or any Lender’s net income by the jurisdiction under which Administrative Agent or such Lender is organized or conducts business (other than solely as the result of entering into any of the Financing Documents or taking any action thereunder) (all non-excluded items being called “Taxes”). If any withholding or deduction from any payment to be made by Borrower shall be hereunder is required by Applicable Law to withhold or deduct any taxes from or in respect of any sum payable under this Agreement Taxes pursuant to any applicable Law, then Borrower will (i) pay directly to the relevant authority the full amount required to be so withheld 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”)deducted, (aii) the sum payable promptly forward to Administrative Agent an official receipt or other documentation satisfactory to Administrative Agent evidencing such payment to such Payee authority, and (iii) pay to Administrative Agent for the account of Administrative Agent and Lenders such additional amount or Payees, amounts as is necessary to ensure that 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), net amount actually received by Administrative Agent and each Lender will equal the applicable Payee or Payees receives an full amount equal to the sum it Administrative Agent and such Lender would have received had no such withholding or deductions deduction been made (the “Gross-Up Payment”), (b) such Borrower shall make such withholding required. If any Taxes are directly asserted against Administrative Agent or deductions, and (c) such 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, (i) no Borrower shall be obligated to make a Gross-Up Payment in respect of taxes (x) which are imposed upon or measured by the Payee’s net income or capital (including minimum taxes and 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 which the Payee is organized, managed or controlled or in which its applicable lending office is located, or (y) which are imposed by a jurisdiction as a result of the Payee otherwise having a present or former connection (other than a connection arising solely as a result of this Agreement) with such jurisdiction; (ii) [reserved]; 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, 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 for the account of any Payee under FATCA, (y) any taxes that are (or would be) required under Applicable law then in effect to be withheld Lender with respect to any payment received by Administrative Agent or such Lender hereunder, Administrative Agent or such Lender may pay such Taxes and Borrower will promptly pay such additional amounts payable hereunder (including any penalty, interest or expense) as is necessary in respect order that the net amount received by such Person after the payment of a Payee such Taxes (including any Taxes on such additional amount) shall equal the amount such Person would have received had such Taxes not been asserted so long as such amounts have accrued on or after the day which is two hundred seventy (270) days prior to the date it becomes a Payee on which Administrative Agent or otherwise acquired an interest in an Obligation, except a person who becomes a such Lender by assignment or purchases a participation of the whole or any part of an Obligation shall, subject to Section 3.14, be entitled to Gross-up Payments under Section 3.10 and indemnification payments under Section 3.12 to the extent that the assignor or seller of such participation is entitled to such amounts as of the date of such assignment or sale of participation; and (z) penalties and interest on the amounts 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 Borrowers shall deliver to Agent the original or a certified copy of a receipt issued by the relevant taxation authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Agentfirst made demand therefor.

Gross Up for Taxes. (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 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, 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 Borrower shall such Taxes are so required to be required by Applicable Law to withhold deducted or deduct any taxes withheld from or in respect of any sum payable under this Agreement Payment made to or any for the benefit of the Other Documents to Agent, Administrative Agent or any Lender, assignee 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 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 Participant withholding been required; (each, individually, a “Payee” and collectively, iii) make such deduction or withholding; (iv) pay to the “Payees”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 (av) as promptly as possible thereafter, forward to the sum payable to such Payee Administrative Agent or Payeesthe relevant Lender, as the case may be, shall be increased 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) In addition, the Borrower agrees to pay any and all present or future Other Taxes. (c) The Borrower hereby indemnifies and holds harmless each Lender, on an after-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 may be necessary so thatapplicable, after making and for all required withholding expenses, resulting from or deductions relating to the Borrower’s failure to: (including i) remit to the Administrative Agent or such Finance Party the documentation referred to in Section 8.6(a)(v); or (ii) pay any withholdings Taxes or deductions applicable Other Taxes when due to additional sums the relevant Official Body (including, without limitation, any Taxes imposed by any Official Body on amounts payable under this Section 3.108.6). The provisions of this Section 8.6(c) shall apply whether or not such Taxes or Other Taxes were correctly or legally assessed. The Administrative Agent or any Lender who pays any Taxes, 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) such Borrower shall make such withholding or deductions, and (c) such 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, (i) no Borrower shall be obligated to make a Gross-Up Payment in respect of taxes (x) which are imposed upon or measured by the Payee’s net income or capital (including minimum taxes and similar taxes imposed in lieu thereof), branch profits taxes or franchise taxes, in each case imposed by a jurisdiction Other Taxes (or political subdivision thereof) under the laws of which the Payee is organized, managed or controlled or in which its applicable lending office is located, or (y) which are imposed by a jurisdiction as a result of the Payee otherwise having a present or former connection (other than a connection arising solely as a result of this Agreement) with such jurisdiction; (ii) [reserved]; 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, 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 for the account of any Payee under FATCA, (y) any taxes that are (or would be) required under Applicable law then in effect to be withheld 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 Section 3.14, be entitled to Gross-up Payments under Section 3.10 and indemnification payments under Section 3.12 to the extent that the assignor or seller of such participation is entitled to such amounts as of the date of such assignment or sale of participation; contemplated above, interest, penalties, liabilities and (z) penalties and interest on the amounts described as not eligible for a Gross-up Payment in clauses (iexpenses), (ii) or (iii) hereof. As soon as practicable after making such withholding or deduction, shall promptly notify the Borrowers shall deliver to Agent the original or a certified copy Borrower of a receipt issued by the relevant taxation authority evidencing such payment, a copy provided, however, that failure to provide such notice shall not detract from, or compromise, the obligations of the return reporting 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 payment Taxes, Other Taxes (or other to the extent contemplated above, interest, penalties, liabilities and expenses) and the calculation thereof, which calculation shall be prima facie evidence of such payment reasonably satisfactory to Agentamount.

Gross Up for Taxes. (a) Any and all payments made by or on behalf of the Borrowers under this agreement or under any other Finance Document (any such payment being hereinafter referred to as a “Payment”) to or for the benefit of a Finance Party shall be made without set-off or counterclaim, and free and clear of, and without deduction or withholding 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 Borrower shall such Taxes are so required to be required by Applicable Law to withhold deducted or deduct any taxes withheld from or in respect of any sum Payment made to or for the benefit of a Finance Party, the Borrowers 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 additional amount paid by the Borrowers under this Section 8.7(a), whether assessable against the Borrowers or such Finance Party) equals the full amount the Finance Party, 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 Borrowers, to the Finance Party under this Section 8.7(a)), within the time period required by Applicable Law; and (v) as promptly as possible thereafter, forward to the relevant Finance Party an original official receipt (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 Borrowers agree to pay any and all present or future Other Taxes. (c) The Borrowers hereby indemnify and hold harmless each Finance Party, on an after-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 relevant Official Body (including any Taxes imposed by any Official Body on amounts payable under this Agreement Section 8.7). The provisions of this Section 8.7(c) shall apply whether or 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 Borrowers of such payment, provided, however, that failure to provide such notice shall not detract from, or compromise, the obligations of the Other Documents Borrowers under this Section 8.7. Payment pursuant to Agent, this indemnification shall be made within 20 days from the date the Administrative 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 Payeesrelevant 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 increased as may be necessary so that, after making all required withholding or deductions prima facie evidence of such amount. (including d) If the Borrowers determine in good faith that a reasonable basis exists for contesting any withholdings or deductions applicable to additional sums payable Indemnified Taxes for which a payment has been made under this Section 3.108.7, the relevant Credit Party shall, if so requested by the Borrowers, cooperate with the relevant Obligor in challenging such Indemnified Taxes at the Borrowers’ expense. (e) If any Credit Party receives a refund of, or credit for, Taxes for which a payment has been made by the Borrowers 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 Borrowers, 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 applicable Payee Credit Party determines in its absolute discretion will leave it, after such reimbursement, in no better or Payees receives an amount equal to the sum worse position than it would have received been in if such Indemnified Taxes had no not been exigible. The Borrowers, upon the request of a Credit Party, agree to repay such withholding Credit Party any portion of any such refund or deductions been made (credit paid over to the “Gross-Up Payment”), (b) such Borrower shall make such withholding or deductions, and (c) such Borrower shall Borrowers that a Credit Party is required to pay the full amount withheld or deducted to the relevant taxation authority Official Body and agrees to pay any interest, penalties or other authority charges paid by such Credit Party as a result of or related to such payment to such Official Body. No Credit Party shall be under any obligation to arrange its tax affairs in accordance any particular manner so as to claim any refund or credit. 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 Borrowers are 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 LawLaw 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 Borrowers 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, (i) no Borrower Credit Party shall be obligated required to make a Gross-Up Payment 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 taxes 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. (xh) which are imposed upon or measured by the Payee’s net income or capital (including minimum taxes and 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 which the Payee is organized, managed or controlled or in which its applicable lending office is located, or (y) which are imposed by a jurisdiction as a result The obligations of the Payee otherwise having a present or former connection (other than a connection arising solely as a result of Borrowers under this Agreement) with such jurisdiction; (ii) [reserved]; and (iii) no Borrower Section 8.7 shall be obligated to make any portion survive without limitation the termination of the Gross-Up Payment that is attributable to (w) any tax that would not have been payable or applicable had Credit Facility and this agreement and all other Credit Documents and the applicable Payee or Payees been eligible for, permanent repayment of the outstanding credit 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 for the account of any Payee under FATCA, (y) any taxes that are (or would be) required under Applicable law then in effect to be withheld with respect to all other 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 Section 3.14, be entitled to Gross-up Payments under Section 3.10 and indemnification payments under Section 3.12 to the extent that the assignor or seller of such participation is entitled to such amounts as of the date of such assignment or sale of participation; and (z) penalties and interest on the amounts 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 Borrowers shall deliver to Agent the original or a certified copy of a receipt issued by the relevant taxation authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Agentthereunder.

Gross Up for Taxes. (a) Any and all payments made by any Borrower hereunder or under any other Loan Document (any such payment being hereinafter referred to as a “Payment”) to or for the benefit of the Agent or any Lender shall be made without set-off or counterclaim, and free and clear of, and without deduction or withholding for, or on account of, any and all present or future Taxes, except to the extent such deduction or withholding is required by law or the administrative practice of any Official Body. If any Borrower shall be so required by Applicable Law to deduct or withhold or deduct any taxes Taxes from or in respect of any sum payable under this Agreement Payment made to or any for the benefit of the Other Documents to Agent, Agent or any Lender, assignee such Borrower shall: (i) promptly notify the Agent of any such requirement; (ii) pay to the Agent or such 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 in addition to the Payment to which the Agent or such Lender is otherwise entitled, such additional amount as is necessary to ensure that the net amount actually received by the Agent or such Lender (free and clear of, and net of, any such Taxes, including the full amount of any Taxes required to be increased as may be necessary so that, after making all required withholding deducted or deductions (including withheld from any withholdings or deductions applicable to additional sums payable amount paid by such Borrower under this Section 3.10)8.6, whether assessable against such Borrower, the applicable Payee Agent or Payees receives an such Lender) equals the full amount equal to the sum it 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 deductions been 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 such Borrower to the 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 Agent or such Lender, as the case may be, an original official receipt (or a certified copy), or other documentation reasonably acceptable to the Agent and such Lender, evidencing such payment to such Official Body. (b) If the 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 any Borrower but such Taxes are not levied by way of deduction or withholding (the all such Taxes being “GrossNon-Up PaymentWithheld Part XIII Taxes”), (b) such Borrower shall make such withholding or deductions, and (c) such Borrower shall pay the full amount withheld or deducted to the relevant taxation authority Agent or other authority such Lender, as the case may be, at the time such Borrower makes such Payment and in accordance with Applicable Law. Notwithstanding addition to such Payment, such additional amount as is necessary to ensure that the foregoingtotal amount received by the Agent or such Lender, (i) no Borrower shall be obligated as the case may be, is equal to make a Grossthe Payment plus the amount of the Non-Up Payment Withheld Part XIII Taxes exigible in respect of taxes (x) which are imposed upon or measured by the Payee’s net income or capital (including minimum taxes and 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 which the Payee is organized, managed or controlled or in which its applicable lending office is located, or (y) which are imposed by a jurisdiction as a result aggregate of the Payee otherwise having a present or former connection (other than a connection arising solely as a result of this Agreement) with such jurisdiction; (ii) [reserved]; Payment 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, and properly and timely claimed, a complete exemption with respect thereto pursuant to Section 3.11 hereof, (x) any taxes imposed on any additional amount payable to or for the account of any Payee under FATCA, (y) any taxes that are (or would be) required under Applicable law then in effect to be withheld 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 this Section 3.14, be entitled to Gross-up Payments under Section 3.10 and indemnification payments under Section 3.12 to the extent that the assignor or seller of such participation is entitled to such amounts as of the date of such assignment or sale of participation; and (z) penalties and interest on the amounts described as not eligible for a Gross-up Payment in clauses (i8.6(b), (ii) or (iii) hereof. As soon as practicable after making such withholding or deduction, the Borrowers shall deliver to Agent the original or a certified copy of a receipt issued by the relevant taxation authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Agent.

Gross Up for Taxes. (i) All payments made by each Borrower under this agreement shall be made free and clear of, and without deduction or withholding for or on account of, any Taxes except to the extent that such deduction or withholding is required by any Applicable Law, as modified by the administrative practice of any relevant Official Body then in effect. If any such Taxes are required to be withheld from any amount payable to the Agent or any Lender hereunder, or if the 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”), each Borrower shall (A) promptly notify the Agent of such requirement; (B) pay to the relevant Official Body (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 such Borrower to the Agent or such Lender under this Section 8.6(a)), or as the case may be (II) the full amount of any Part XIII Tax Payable in respect of such amount (including the full amount of Taxes payable on any additional amount paid by such Borrower to the Agent or such Lender under this Section 8.6(a)). Such Borrower shall be pay such amount (whether such amount is governed by (I) or (II)) to such Official Body within the time period required by Applicable Law for Taxes referred to withhold in (I) that are required to be deducted or deduct withheld; (C) as promptly as possible thereafter, forward to the Agent an official receipt (or a certified copy), or other documentation reasonably acceptable to the Agent, evidencing such payment to such Official Body; and (D) pay to the Agent or such Lender, in addition to the payment to which the 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 the Agent or such Lender (free and clear of any taxes from such Taxes, whether assessable against such Borrower or the Agent or such Lender) will equal the full amount the 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 any Borrower fails to pay to the relevant Official Body within the time period referenced in Section 8.6(a)(i)(B) any Taxes that it was required to pay to such Official Body under this Section 8.6(a) in respect of any sum payable payment to or for the benefit of the Agent or such Lender under this Agreement agreement or fails to furnish the Agent, with the documentation referred to in Section 8.6(a) when required to do so, such Borrower shall forthwith on demand fully indemnify the Agent or such Lender, on an after-Taxes basis, from and against any Taxes (including interest and penalties), losses and expenses which the Agent or such Lender may suffer or incur as a result of such failure. (iii) Each Borrower shall also indemnify the Agent or such Lender, on an after-Taxes basis, for any additional Taxes on net income (including interest and penalties in respect thereof) that the Agent or such Lender may be obliged to pay as a result of the payment of additional amounts under this Section 8.6(a) within ten (10) days from the date the Agent or such Lender 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) Each Borrower's obligations under this Section 8.6(a) shall survive the termination of the Credit Facilities and this agreement and the permanent repayment of the outstanding credit and all other amounts payable hereunder. (b) Notwithstanding Section 8.6(a), each 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 outstanding credit or portion thereof pursuant to Section 8.6(a) above to the Agent or any of the Other Documents to Agent, or any Lender if it is not a Canadian Qualified Lender, assignee of any Lender, unless such outstanding credit or Participant (each, individually, a “Payee” and collectively, the “Payees”), (a) the sum payable to such Payee or Payeesportion thereof, as the case may be, was assigned, participated or transferred to such Lender at the request of such Borrower or was assigned, participated or transferred to such Lender following the occurrence, and during the continuance, of a Default. (c) If any Borrower determines in good faith that a reasonable basis exists for contesting any Taxes for which a payment has been made hereunder, the Agent and the Lenders shall cooperate with such Borrower in challenging such Taxes at such Borrower's expense if so requested by such Borrower. If the Agent or any Lender receives a refund of, or credit for, Taxes for which a payment has been made by such Borrower pursuant to this agreement, which refund or credit in the good faith judgment of the Agent or any Lender is attributable to such payment made by such Borrower, then the Agent or any Lender shall reimburse such Borrower for such amount as the Agent or any Lender determines to be increased the proportion of the refund or credit as may be necessary so thatwill leave it, after such reimbursement, in no better or worse position than it would have been in if the payment had not been required. The Agent or such Lender shall claim any refund or credit that it determines is available to it, unless it concludes in its reasonable discretion that it would be adversely affected by making all such a claim. The Agent or such Lender shall not be obliged to disclose any information regarding its tax affairs or computations to such Borrower in connection with this paragraph (c) or any other provision of this Section 8.6, except to the extent necessary for determining the basis for any amounts required withholding or deductions (including any withholdings or deductions applicable to additional sums payable be indemnified by such Borrower 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 (the “Gross-Up Payment”), (b) such Borrower shall make such withholding or deductions, and (c) such 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, (i) no Borrower shall be obligated to make a Gross-Up Payment in respect of taxes (x) which are imposed upon or measured by the Payee’s net income or capital (including minimum taxes and 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 which the Payee is organized, managed or controlled or in which its applicable lending office is located, or (y) which are imposed by a jurisdiction as a result of the Payee otherwise having a present or former connection (other than a connection arising solely as a result of this Agreement) with such jurisdiction; (ii) [reserved]; 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, 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 for the account of any Payee under FATCA, (y) any taxes that are (or would be) required under Applicable law then in effect to be withheld 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 Section 3.14, be entitled to Gross-up Payments under Section 3.10 and indemnification payments under Section 3.12 to the extent that the assignor or seller of such participation is entitled to such amounts as of the date of such assignment or sale of participation; and (z) penalties and interest on the amounts 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 Borrowers shall deliver to Agent the original or a certified copy of a receipt issued by the relevant taxation authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Agent8.6.

Gross Up for Taxes. (a) Any and all payments made by or on behalf of a Borrower under this agreement or under any other Finance Document (any such payment being hereinafter referred to as a “Payment”) to or for the benefit of a Finance Party shall be made without set-off or counterclaim, and free and clear of, and without deduction or withholding 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 Borrower shall such Taxes are so required to be required by Applicable Law to withhold deducted or deduct any taxes withheld from or in respect of any sum Payment made to or for the benefit of a Finance Party, such Borrower shall: 286042.00064/106711224.9 Credit Agreement - Equinox (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 additional amount paid by such Borrower under this Section 8.6(a), whether assessable against such Borrower or such Finance Party) equals the full amount the Finance Party, 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 such Borrower, to the Finance Party under this Section 8.6(a)), within the time period required by Applicable Law; and (v) as promptly as possible thereafter, forward to the relevant Finance Party an original official receipt (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, each Borrower agrees to pay any and all present or future Other Taxes. (c) Each Borrower hereby indemnifies and holds harmless each Finance Party, on an after-Taxes basis, for the full amount of Indemnified Taxes and Other Taxes. In addition, each 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 such 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 relevant Official Body (including, without limitation, any Taxes imposed by any Official Body on amounts payable under this Section 8.6). 286042.00064/106711224.9 Credit Agreement - Equinox The provisions of this Section 8.6(c) shall apply whether or 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 such Borrower of the Other Documents such payment, provided, however, that failure to Agentprovide such notice shall not detract from, or any Lender, assignee of any Lender, or Participant (each, individually, a “Payee” and collectivelycompromise, the “Payees”), (a) obligations of such Borrower under this Section 8.6. Payment pursuant to this indemnification shall be made within 20 days from the sum payable to such Payee date the Administrative Agent or Payeesthe 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 increased as may be necessary so that, after making all required withholding or deductions prima facie evidence of such amount. (including d) If a Borrower determines in good faith that a reasonable basis exists for contesting any withholdings or deductions applicable to additional sums payable Indemnified Taxes for which a payment has been made under this Section 3.108.6, the relevant Finance Party shall, if so requested by such Borrower, cooperate with such Borrower in challenging such Indemnified Taxes at such Borrower’s expense. (e) If any Finance Party receives a refund of Taxes for which a payment has been made by a 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 a Borrower, then such Finance Party shall reimburse such 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 applicable Payee Finance Party determines in its absolute discretion will leave it, after such reimbursement, in no better or Payees receives an amount equal to the sum worse position than it would have received been in if such Indemnified Taxes had no not been exigible. The Borrowers, upon the request of a Finance Party, agree to repay such withholding or deductions been made (Finance Party any portion of any such refund paid over to the “Gross-Up Payment”), (b) such Borrower shall make such withholding or deductions, and (c) such Borrower shall Borrowers that a Finance Party is required to pay the full amount withheld or deducted to the relevant taxation authority Official Body and agrees to pay any interest, penalties or other authority charges paid by such Finance Party as a result of or related to such payment to such Official Body. No Finance Party shall be under any obligation to arrange its tax affairs in accordance any particular manner so as to claim any refund. No Finance Party shall be obliged to disclose any information regarding its tax affairs or computations to the Borrowers or any other Person in connection with this Section 8.6(e) or any other provision of this Section 8.6. (f) 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 a Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to Payments shall deliver to such Borrower (with a copy to the Administrative Agent), at the time or times prescribed by Applicable LawLaw and reasonably requested by such 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 a Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law (if any) or reasonably requested by such Borrower or the Administrative Agent as will enable such Borrower or the Administrative Agent to determine whether or not such Finance Party is subject to withholding or information reporting requirements. Notwithstanding the foregoing, (i) no Borrower Finance Party shall be obligated required to make deliver any documentation pursuant to this Section 8.6(f) that such Finance Party is not legally able to deliver. Without limiting the foregoing, each Finance Party shall deliver to the Borrowers (with a Gross-Up Payment copy to the Administrative Agent), at the time or times prescribed by Applicable Law and reasonably requested by the Borrowers or the Administrative Agent, executed copies of an applicable IRS Form W-8 or IRS Form W-9 and any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by Applicable Law to permit the Borrowers or Administrative Agent to determine the withholding or deduction required to be made, including such documentation prescribed by Applicable Law (including Section 1471(b)(3)(C)(i) of the US Internal Revenue Code) and such additional documentation as may be appropriate for the Borrowers or Administrative Agent to comply with their obligations under FATCA and to determine that each Finance Party has complied with its obligations under FATCA or to determine the amount to deduct and withhold from any payment made hereunder. 286042.00064/106711224.9 Credit Agreement - Equinox (g) 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 taxes 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. (xh) which are imposed upon or measured by Each Borrower’s obligations under this Section 8.6 shall survive without limitation the Payee’s net income or capital (including minimum taxes and 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 which the Payee is organized, managed or controlled or in which its applicable lending office is located, or (y) which are imposed by a jurisdiction as a result termination of the Payee otherwise having a present or former connection (Credit Facilities and this agreement and all other than a connection arising solely as a result of this Agreement) with such jurisdiction; (ii) [reserved]; Finance Documents and (iii) no Borrower shall be obligated to make any portion the permanent repayment 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, outstanding credit 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 for the account of any Payee under FATCA, (y) any taxes that are (or would be) required under Applicable law then in effect to be withheld with respect to all other 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 Section 3.14, be entitled to Gross-up Payments under Section 3.10 and indemnification payments under Section 3.12 to the extent that the assignor or seller of such participation is entitled to such amounts as of the date of such assignment or sale of participation; and (z) penalties and interest on the amounts 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 Borrowers shall deliver to Agent the original or a certified copy of a receipt issued by the relevant taxation authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Agentthereunder.

Gross Up for Taxes. (a) Any and all payments made by or on behalf of any Borrower or the Parent under this agreement or under any other Credit Document (any such payment being hereinafter referred to as a “Payment”) to or for the benefit of a Lender shall be made without set-off or counterclaim, and free and clear of, and without deduction or withholding 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 Borrower shall such Taxes are so required to be required by Applicable Law to withhold deducted or deduct any taxes withheld from or in respect of any sum payable Payment made to or for the benefit of a Lender, the Borrowers or the Parent, as applicable, 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 additional amount paid by the Borrowers or the Parent, as the case may be, under this Agreement Section 8.6(a), whether assessable against the Borrowers or the Parent, as the case may be, 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 Borrowers or the Parent, as the case may be, to the 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 relevant Lender 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 Other Documents to Agent, Tax Act (or any Lender, assignee successor part) in respect of any Lender, Payment made by a Borrower or Participant the Parent but such Taxes are not levied by way of deduction or withholding (each, individually, a all such Taxes being “Payee” and collectively, the “PayeesNon-Withheld Part XIII Taxes”), (a) the sum payable to such Payee Borrowers or Payeesthe Parent, as the case may be, shall be increased pay to the Administrative Agent or such Lender, as the case may be be, at the time a Borrower or the Parent, as the case may be, makes such Payment and in addition to such Payment, such additional amount as is necessary so thatto ensure that the total amount received by the Administrative Agent or such Lender, after making all required withholding or deductions (including any withholdings or deductions applicable 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 sums amount payable under this Section 3.108.6(b). (c) In addition, each Borrower and the Parent agrees to pay any and all present or future Other Taxes. (d) Each Borrower and the Parent hereby indemnifies and holds harmless each Lender, on an after-Taxes basis, for the full amount of Taxes and Other Taxes, including Non-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 Borrowers’ or the Parent’s, as the case may be, 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 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 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 applicable Payee Administrative Agent or Payees receives an any Lender who pays any Non-Withheld Part XIII Taxes in excess of the amount equal (if any) paid by a Borrower or the Parent, as the case may be, on account thereof under Section 8.6(b), shall promptly notify the Borrowers or the Parent, as the case may be, of such payment, provided, however, that failure to provide such notice shall not detract from, or compromise, the obligations of the Borrowers or the Parent 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 sum amount of such Taxes or Other Taxes and the calculation thereof, which calculation shall be prima facie evidence of such amount. (e) If a Borrower or the Parent 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 such Borrower or the Parent, cooperate with such Borrower or the Parent in challenging such Taxes at such Borrower’s or the Parent’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 a Borrower or the Parent 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 such Borrower or the Parent, then the Lender or the Administrative Agent, as the case may be, shall reimburse such Borrower or the Parent, as the case may be, 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 received been in if such Taxes had no not been exigible. Each Borrower and the Parent, 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 a Borrower or the Parent that the Administrative Agent or such Lender, as the case may be, is required to pay to the relevant Official Body and agrees to pay any interest, penalties or other charges paid by such Lender or the Administrative Agent, as the case may be, as a result of or related to such payment to such Official Body. Neither the Administrative Agent nor any Lender shall be under any obligation to arrange its tax affairs in any particular manner so as to claim any refund or credit. None of the Lenders nor the Administrative Agent shall be obliged to disclose any information regarding its tax affairs or computations to such Borrower or the Parent or any other Person in connection with this Section 8.6(f) or any other provision of this Section 8.6. (g) Each Borrower and the Parent 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 a Borrower or the Parent is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to Payments shall deliver to such Borrower or the Parent, as the case may be, (with a copy to the Administrative Agent), at the time or times prescribed by Applicable Law and reasonably requested by such Borrower or the Parent, as the case may be, 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 deductions been made (the “Gross-Up Payment”)at a reduced rate of withholding or a reduced rate of Relevant Taxes. In addition, (bi) any Lender, if requested by a Borrower or the Parent, as the case may be, or the Administrative Agent, shall deliver such other documentation prescribed by applicable law (if any) or reasonably requested by such Borrower shall make or the Parent, as the case may be, or the Administrative Agent as will enable the Borrower or the Parent, as the case may be, or the Administrative Agent to determine whether or not such Lender is subject to withholding or deductionsinformation reporting requirements, and (cii) 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 such Borrower shall pay or the full amount withheld or deducted to Parent, as the relevant taxation authority or other authority case may be, and the Administrative Agent in accordance with Applicable Lawwriting. 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) no Borrower shall be obligated 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 make a Grosswhich they relate. For greater certainty, for example, additional amounts payable under Section 8.6(a) or Non-Up Payment Withheld Part XIII Taxes payable under Section 8.6(b), in respect of taxes 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. (xj) which are imposed upon or measured by The Borrowers’ and the PayeeParent’s net income or capital (including minimum taxes and similar taxes imposed in lieu thereof), branch profits taxes or franchise taxes, in each case imposed by a jurisdiction (or political subdivision thereof) obligations under this Section 8.6 shall survive without limitation the laws of which the Payee is organized, managed or controlled or in which its applicable lending office is located, or (y) which are imposed by a jurisdiction as a result termination of the Payee otherwise having a present or former connection (Credit Facility and this agreement and all other than a connection arising solely as a result of this Agreement) with such jurisdiction; (ii) [reserved]; Credit Documents and (iii) no Borrower shall be obligated to make any portion the permanent repayment 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, outstanding credit 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 for the account of any Payee under FATCA, (y) any taxes that are (or would be) required under Applicable law then in effect to be withheld with respect to all other 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 Section 3.14, be entitled to Gross-up Payments under Section 3.10 and indemnification payments under Section 3.12 to the extent that the assignor or seller of such participation is entitled to such amounts as of the date of such assignment or sale of participation; and (z) penalties and interest on the amounts 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 Borrowers shall deliver to Agent the original or a certified copy of a receipt issued by the relevant taxation authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Agenthereunder.

Gross Up for Taxes. (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 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, 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 Borrower shall such Taxes are so required to be required by Applicable Law to withhold deducted or deduct any taxes withheld from or in respect of any sum payable under this Agreement Payment made to or any for the benefit of the Other Documents to Agent, Administrative Agent or any Lender, assignee 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 Participant withholding been required; (eachiii) make such deduction or withholding; DM_TOR/208573-00204/2193933.9 (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)), individuallywithin 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 “Payee” and collectively, the “PayeesNon-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). (ac) In the case of a Lender that is a non-resident of Canada for the purposes of the Tax Act, Sections 8.6(a) and (b) shall apply only if such Lender has acquired its interest under the Credit Documents with the prior written consent of the Borrower or pursuant to an Assignment After Default. (d) The Borrower hereby indemnifies and holds harmless the Administrative Agent and each Lender, on an after-Taxes basis, for the full amount of Taxes, including Non-Withheld Part XIII Taxes, interest, penalties and other liabilities, levied, imposed or assessed against (and whether or not paid directly by) the sum 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 Lender the documentation referred to in Section 8.6(a)(v); (ii) pay any Taxes when due to the 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 applicable Lender any Non-Withheld Part XIII Taxes in accordance with Section 8.6(b), DM_TOR/208573-00204/2193933.9 whether or not such Taxes were correctly or legally assessed. The Administrative Agent or any Lender who pays any 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 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 Lender, as the case may be, makes written demand therefor accompanied by a certificate as to the amount of such 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 Payee payment made by the Borrower, then the Lender or Payeesthe Administrative Agent, as the case may be, shall be increased as may be necessary so thatreimburse the Borrower for such amount (if any, after making all required withholding or deductions (including but not exceeding the amount of any withholdings or deductions applicable to additional sums payable payment made under this Section 3.108.6 that gives rise to such refund or credit), net of out-of-pocket expenses of such Lender or the applicable Payee Administrative Agent, as the case may be, which the Administrative Agent or Payees receives an amount equal to such Lender, as the sum case may be, determines in its absolute discretion will leave it, after such reimbursement, in no better or worse position than it would have received been in if such Taxes had no 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 to pay to the relevant Official Body and agrees to pay any interest, penalties or other charges paid by such Lender or the Administrative Agent, as the case may be, as a result of or related to such payment to such Official Body. Neither the Administrative Agent nor any Lender shall be under any obligation to arrange its tax affairs in any particular manner so as to claim any refund or credit. Neither the Lender 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. DM_TOR/208573-00204/2193933.9 (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, 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 deductions been made (the “Grossat a reduced rate of withholding or a reduced rate of Non-Up Payment”)Withheld Part XIII Taxes. In addition, (bi) 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 shall make 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 deductionsinformation reporting requirements, and (cii) such 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 shall pay and the full amount withheld or deducted to the relevant taxation authority or other authority Administrative Agent in accordance with Applicable Lawwriting. 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) no Borrower shall be obligated 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 make a Grosswhich they relate. For greater certainty, for example, additional amounts payable under Section 8.6(a) or Non-Up Payment Withheld Part XIII Taxes payable under Section 8.6(b), in respect of taxes 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. (xj) which are imposed upon or measured by The Borrower’s obligations under this Section 8.6 shall survive without limitation the Payee’s net income or capital (including minimum taxes and 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 which the Payee is organized, managed or controlled or in which its applicable lending office is located, or (y) which are imposed by a jurisdiction as a result termination of the Payee otherwise having a present or former connection (Credit Facility and this agreement and all other than a connection arising solely as a result of this Agreement) with such jurisdiction; (ii) [reserved]; Credit Documents and (iii) no Borrower shall be obligated to make any portion the permanent repayment 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, outstanding credit 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 for the account of any Payee under FATCA, (y) any taxes that are (or would be) required under Applicable law then in effect to be withheld with respect to all other 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 Section 3.14, be entitled to Grosshereunder. DM_TOR/208573-up Payments under Section 3.10 and indemnification payments under Section 3.12 to the extent that the assignor or seller of such participation is entitled to such amounts as of the date of such assignment or sale of participation; and (z) penalties and interest on the amounts 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 Borrowers shall deliver to Agent the original or a certified copy of a receipt issued by the relevant taxation authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Agent.00204/2193933.9

Gross Up for Taxes. (a) Any and all payments made by 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 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, 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 Borrower shall such Taxes are so required to be required by Applicable Law to withhold deducted or deduct any taxes withheld from or in respect of any sum payable under this Agreement Payment made to or any for the benefit of the Other Documents to Agent, Administrative Agent or any Lender, assignee the relevant 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 such Borrower under this Section 8.6(a), whether assessable against such Xxxxxxxx, 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 such 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 or such Lender, evidencing such payment to such Official Body. (b) In addition, the Borrowers agree to pay any and all present or future Other Taxes. (c) Each Borrower hereby indemnifies and holds harmless the Administrative Agent and each Lender, on an after-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 Participant relating to such Borrower's failure to: (eachi) 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 relevant Official Body (including, individuallywithout limitation, a “Payee” and collectivelyany 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 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 such Borrower on account thereof under Section 8.6(b), shall promptly notify such Borrower of such payment, provided, however, that failure to provide such notice shall not detract from, or compromise, the “Payees”)obligations of such 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. (ad) If a 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 sum payable Lender or the Administrative Agent, as applicable, shall, if so requested by the Borrowers, cooperate with such Borrower in challenging such Taxes at such 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 a 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 Payee payment made by such Borrower, then such Lender or Payeesthe Administrative Agent, as the case may be, shall be increased as may be necessary so thatreimburse such Borrower for such amount (if any, after making all required withholding or deductions (including but not exceeding the amount of any withholdings or deductions applicable to additional sums payable payment made under this Section 3.108.6 that gives rise to such refund or credit), net of out-of-pocket expenses of such Lender or the applicable Payee Administrative Agent, as the case may be, which the Administrative Agent or Payees receives an amount equal to Lender, as the sum case may be, determines in its absolute discretion will leave it, after such reimbursement, in no better or worse position than it would have received been in if such Taxes had no not been exigible. Each 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 such Borrower that the Administrative Agent or such Lender, as the case may be, is required to pay to the relevant Official Body and agrees to pay any interest, penalties or other charges paid by the Administrative Agent or Lender, as the case may be, as a result of or related to such payment to such Official Body. Neither the Administrative Agent nor any Lender shall be under any obligation to arrange its tax affairs in any particular manner so as to claim any refund or credit. None of the Lenders nor the Administrative Agent shall be obliged to disclose any information regarding its tax affairs or computations to such Borrower or any other Person in connection with this Section 8.6(e) or any other provision of this Section 8.6. (f) Each 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 a 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 such Borrower, deliver to such Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by such 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 deductions been made (the “Gross-Up Payment”)at a reduced rate of withholding or a reduced rate of Relevant Taxes. In addition, (bi) any Lender, if requested by such Borrower or the Administrative Agent, shall make deliver such other documentation prescribed by applicable law (if any) or reasonably requested by such Borrower or the Administrative Agent as will enable such Borrower or the Administrative Agent to determine whether or not such Lender is subject to withholding or deductionsinformation reporting requirements, and (cii) 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 such Borrower shall pay and the full amount withheld or deducted to the relevant taxation authority or other authority Administrative Agent in accordance with Applicable Lawwriting. 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) no Borrower The Borrowers' obligations under this Section 8.6 shall be obligated to make a Gross-Up Payment in respect of taxes (x) which are imposed upon or measured by survive without limitation the Payee’s net income or capital (including minimum taxes and 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 which the Payee is organized, managed or controlled or in which its applicable lending office is located, or (y) which are imposed by a jurisdiction as a result termination of the Payee otherwise having a present or former connection (Credit Facility and this agreement and all other than a connection arising solely as a result of this Agreement) with such jurisdiction; (ii) [reserved]; Credit Documents and (iii) no Borrower shall be obligated to make any portion the permanent repayment 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, outstanding credit 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 for the account of any Payee under FATCA, (y) any taxes that are (or would be) required under Applicable law then in effect to be withheld with respect to all other 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 Section 3.14, be entitled to Gross-up Payments under Section 3.10 and indemnification payments under Section 3.12 to the extent that the assignor or seller of such participation is entitled to such amounts as of the date of such assignment or sale of participation; and (z) penalties and interest on the amounts 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 Borrowers shall deliver to Agent the original or a certified copy of a receipt issued by the relevant taxation authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Agenthereunder.

Gross Up for Taxes. (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 benefit of a Finance Party shall be made without set-off or counterclaim, and free and clear of, and without deduction or withholding 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 Borrower shall such Taxes are so required to be required by Applicable Law to withhold deducted or deduct any taxes withheld from or in respect of any sum 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 additional amount paid by the Borrower under this Section 8.6(a), whether assessable against the Borrower or such Finance Party) equals the full amount the Finance Party, 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 Finance Party under this Section 8.6(a)), within the time period required by Applicable Law; and (v) as promptly as possible thereafter, forward to the relevant Finance Party an original official receipt (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 agrees to pay any and all present or future Other Taxes. (c) The Borrower hereby indemnifies and holds harmless each Finance Party, on an after-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 relevant Official Body (including, without limitation, any Taxes imposed by any Official Body on amounts payable under this Agreement Section 8.6). (d) The provisions of Section 8.6(c) shall apply whether or 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 provide such notice shall not detract from, or compromise, the obligations of the Other Documents Borrower under this Section 8.6. Payment pursuant to Agent, this indemnification shall be made within 20 days from the date the Administrative 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 Payeesrelevant 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 increased as may be necessary so that, after making all required withholding or deductions prima facie evidence of such amount. (including e) If the Borrower determines in good faith that a reasonable basis exists for contesting any withholdings or deductions applicable to additional sums payable Indemnified Taxes for which a payment has been made under this Section 3.108.6, 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 applicable Payee Finance Party determines in its absolute discretion will leave it, after such reimbursement, in no better or Payees receives an amount equal to the sum worse position than it would have received been in if such Taxes subject to indemnification and giving rise to such refund had no such withholding or deductions not been made (the “Gross-Up Payment”)deducted, (b) such Borrower shall make such withholding or deductions, and (c) such Borrower shall pay the full amount withheld or deducted 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 to repay to the relevant taxation authority Official Body and agrees to pay any interest, penalties or other authority charges paid by such Finance Party as a result of or related to such payment to such Official Body. No Finance Party shall be under any obligation to arrange its tax affairs in accordance any particular manner so as to claim any refund. 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 LawLaw 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(h). (i) no Borrower The Borrower’s obligations under this Section 8.6 shall be obligated to make a Gross-Up Payment in respect of taxes (x) which are imposed upon or measured by survive without limitation the Payee’s net income or capital (including minimum taxes and 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 which the Payee is organized, managed or controlled or in which its applicable lending office is located, or (y) which are imposed by a jurisdiction as a result termination of the Payee otherwise having a present or former connection (Facility and this agreement and all other than a connection arising solely as a result of this Agreement) with such jurisdiction; (ii) [reserved]; Credit Documents and (iii) no Borrower shall be obligated to make any portion the permanent repayment 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, outstanding credit 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 for the account of any Payee under FATCA, (y) any taxes that are (or would be) required under Applicable law then in effect to be withheld with respect to all other amounts payable hereunder in respect of a Payee on under this Agreement or 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 Section 3.14, be entitled to Gross-up Payments under Section 3.10 and indemnification payments under Section 3.12 to the extent that the assignor or seller of such participation is entitled to such amounts as of the date of such assignment or sale of participation; and (z) penalties and interest on the amounts 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 Borrowers shall deliver to Agent the original or a certified copy of a receipt issued by the relevant taxation authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to AgentCredit Documents.

Gross Up for Taxes. (a) Any and all payments made by or on behalf of a Borrower under this agreement or under any other Finance Document (any such payment being hereinafter referred to as a "Payment") to or for the benefit of a Finance Party shall be made without set-off or counterclaim, and free and clear of, and without deduction or withholding 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 Borrower shall such Taxes are so required to be required by Applicable Law to withhold deducted or deduct any taxes withheld from or in respect of any sum Payment made to or for the benefit of a Finance Party, such 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 additional amount paid by such Borrower under this Section 8.6(a), whether assessable against such Borrower or such Finance Party) equals the full amount the Finance Party, 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 such Borrower, to the Finance Party under this Section 8.6(a)), within the time period required by Applicable Law; and (v) as promptly as possible thereafter, forward to the relevant Finance Party an original official receipt (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, each Borrower agrees to pay any and all present or future Other Taxes. (c) Each Borrower hereby indemnifies and holds harmless each Finance Party, on an after-Taxes basis, for the full amount of Indemnified Taxes and Other Taxes. In addition, each 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 such Xxxxxxxx'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 relevant Official Body (including, without limitation, any Taxes imposed by any Official Body on amounts payable under this Agreement Section 8.6). The provisions of this Section 8.6(c) shall apply whether or 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 such Borrower of the Other Documents such payment, provided, however, that failure to Agentprovide such notice shall not detract from, or any Lender, assignee of any Lender, or Participant (each, individually, a “Payee” and collectivelycompromise, the “Payees”), (a) obligations of such Borrower under this Section 8.6. Payment pursuant to this indemnification shall be made within 20 days from the sum payable to such Payee date the Administrative Agent or Payeesthe 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 increased as may be necessary so that, after making all required withholding or deductions prima facie evidence of such amount. (including d) If a Borrower determines in good faith that a reasonable basis exists for contesting any withholdings or deductions applicable to additional sums payable Indemnified Taxes for which a payment has been made under this Section 3.108.6, the relevant Finance Party shall, if so requested by such Borrower, cooperate with such Borrower in challenging such Indemnified Taxes at such Borrower's expense. (e) If any Finance Party receives a refund of Taxes for which a payment has been made by a 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 a Borrower, then such Finance Party shall reimburse such 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 applicable Payee Finance Party determines in its absolute discretion will leave it, after such reimbursement, in no better or Payees receives an amount equal to the sum worse position than it would have received been in if such Indemnified Taxes had no not been exigible. The Borrowers, upon the request of a Finance Party, agree to repay such withholding or deductions been made (Finance Party any portion of any such refund paid over to the “Gross-Up Payment”), (b) such Borrower shall make such withholding or deductions, and (c) such Borrower shall Borrowers that a Finance Party is required to pay the full amount withheld or deducted to the relevant taxation authority Official Body and agrees to pay any interest, penalties or other authority charges paid by such Finance Party as a result of or related to such payment to such Official Body. No Finance Party shall be under any obligation to arrange its tax affairs in accordance any particular manner so as to claim any refund. No Finance Party shall be obliged to disclose any information regarding its tax affairs or computations to the Borrowers or any other Person in connection with this Section 8.6(e) or any other provision of this Section 8.6. (f) 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 a Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to Payments shall deliver to such Borrower (with a copy to the Administrative Agent), at the time or times prescribed by Applicable LawLaw and reasonably requested by such 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 a Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law (if any) or reasonably requested by such Borrower or the Administrative Agent as will enable such Borrower or the Administrative Agent to determine whether or not such Finance Party is subject to withholding or information reporting requirements. Notwithstanding the foregoing, (i) no Borrower Finance Party shall be obligated required to make deliver any documentation pursuant to this Section 8.6(f) that such Finance Party is not legally able to deliver. Without limiting the foregoing, each Finance Party shall deliver to the Borrowers (with a Gross-Up Payment copy to the Administrative Agent), at the time or times prescribed by Applicable Law and reasonably requested by the Borrowers or the Administrative Agent, executed copies of an applicable IRS Form W-8 or IRS Form W-9 and any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by Applicable Law to permit the Borrowers or Administrative Agent to determine the withholding or deduction required to be made, including such documentation prescribed by Applicable Law (including Section 1471(b)(3)(C)(i) of the US Internal Revenue Code) and such additional documentation as may be appropriate for the Borrowers or Administrative Agent to comply with their obligations under FATCA and to determine that each Finance Party has complied with its obligations under FATCA or to determine the amount to deduct and withhold from any payment made hereunder. (g) 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 taxes 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. (xh) which are imposed upon or measured by Each Borrower's obligations under this Section 8.6 shall survive without limitation the Payee’s net income or capital (including minimum taxes and 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 which the Payee is organized, managed or controlled or in which its applicable lending office is located, or (y) which are imposed by a jurisdiction as a result termination of the Payee otherwise having a present or former connection (Credit Facilities and this agreement and all other than a connection arising solely as a result of this Agreement) with such jurisdiction; (ii) [reserved]; Finance Documents and (iii) no Borrower shall be obligated to make any portion the permanent repayment 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, outstanding credit 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 for the account of any Payee under FATCA, (y) any taxes that are (or would be) required under Applicable law then in effect to be withheld with respect to all other 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 Section 3.14, be entitled to Gross-up Payments under Section 3.10 and indemnification payments under Section 3.12 to the extent that the assignor or seller of such participation is entitled to such amounts as of the date of such assignment or sale of participation; and (z) penalties and interest on the amounts 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 Borrowers shall deliver to Agent the original or a certified copy of a receipt issued by the relevant taxation authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Agentthereunder.

Gross Up for Taxes. (a) Any and all payments made by any Borrower hereunder or under any other Loan Document (any such payment being hereinafter referred to as a "PAYMENT") to or for the benefit of the Agent or any Lender shall be made without set-off or counterclaim, and free and clear of, and without deduction or withholding for, or on account of, any and all present or future Taxes, except to the extent such deduction or withholding is required by law or the administrative practice of any Official Body. If any Borrower shall be so required by Applicable Law to deduct or withhold or deduct any taxes Taxes from or in respect of any sum payable under this Agreement Payment made to or any for the benefit of the Other Documents to Agent, Agent or any Lender, assignee such Borrower shall: (i) promptly notify the Agent of such requirement; (ii) pay to the Agent or such Lender, as the case may be, in addition to the Payment to which the Agent or such Lender is otherwise entitled, such additional amount as is necessary to ensure that the net amount actually received by the 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 such Borrower under this Section 8.6(a), whether assessable against such Borrower, the Agent or such Lender) equals the full amount the Agent or such Lender, as the case may be, would have received had no such deduction or Participant withholding been required; (eachiii) 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 such Borrower to the Agent or such Lender under this Section 8.6(a)), individuallywithin the time period required by applicable law; and (v) as promptly as possible thereafter, forward to the Agent or such Lender, as the case may be, an original official receipt (or a “Payee” certified copy), or other documentation reasonably acceptable to the Agent and collectivelysuch Lender, evidencing such payment to such Official Body. (b) If the 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 any Borrower but such Taxes are not levied by way of deduction or withholding (all such Taxes being "NON-WITHHELD PART XIII TAXES"), such Borrower shall pay to the Agent or such Lender, as the case may be, at the time such 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 Agent or such Lender, as the case may be, is equal to the Payment plus the amount of the 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 “Payees”Borrowers agree to pay any and all present or future stamp or documentary taxes or excise or property taxes, charges or levies of a similar nature, which arise from any Payment or from the execution, delivery or registration of, or otherwise with respect to, the Loan Documents and the transactions contemplated thereby (any such amounts being hereinafter referred to as "OTHER TAXES"). (d) Each Borrower hereby indemnifies and holds harmless the Agent and each Lender, on an after-Taxes basis, for the full amount of Taxes and Other Taxes, including Non-Withheld Part XIII Taxes, interest, penalties and other liabilities, levied, imposed or assessed against (and whether or not paid directly by) the Agent or such Lender, as applicable, and for all expenses, resulting from or relating to any Borrower's failure to: (i) remit to the Agent or such Lender the documentation referred to in Section 8.6(a)(v); (ii) pay any Taxes in accordance with Section 8.6(a)(iv) or Other Taxes in accordance with Section 8.6(c) when due to the relevant Official Body (including, without limitation, any Taxes imposed by any Official Body on amounts payable under this Section 8.6 above)); or (iii) pay to the Agent or applicable Lender any Non-Withheld Part XIII Taxes in accordance with Section 8.6(b) above, whether or not such Taxes or Other Taxes were correctly or legally assessed. The Agent or any Lender who pays any Taxes or Other Taxes (other than Non-Withheld Part XIII Taxes), and the Agent or any Lender who pays any Non-Withheld Part XIII Taxes in excess of the amount (aif any) paid by a Borrower on account thereof under Section 8.6(b) above, shall promptly notify such Borrower of such payment, provided, however, that failure to provide such notice shall not detract from, or compromise, the sum payable obligations of the Borrowers under this Section 8.6 above. Payment pursuant to this indemnification shall be made within 30 days from the date the 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 any 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 above, the relevant Lender or the Agent, as applicable, shall, if so requested by such Borrower, cooperate with such Borrower in challenging such Taxes at such Borrower's expense. (f) If any Lender or the Agent, as applicable, receives a refund of, or credit for, Taxes for which a payment has been made by any Borrower under this Section 8.6 above, which refund or credit in the good faith judgment of such Lender or the Agent, as the case may be, is attributable to the Taxes giving rise to such Payee payment made by such Borrower, then such Lender or Payeesthe Agent, as the case may be, shall be increased as may be necessary so thatreimburse such Borrower for such amount (if any, after making all required withholding or deductions (including but not exceeding the amount of any withholdings or deductions applicable to additional sums payable payment made under this Section 3.108.6 above that gives rise to such refund or credit), net of out-of-pocket expenses of such Lender or the applicable Payee Agent, as the case may be, which the Agent or Payees receives an amount equal to such Lender, as the sum case may be, determines in its absolute discretion will leave it, after such reimbursement, in no better or worse position than it would have received been in if such Taxes had no not been exigible. Any such Borrower, upon the request of the Agent or any Lender, agrees to repay the Agent or such Lender, as the case may be, any portion of any such refund or credit paid over to such Borrower that the Agent or such Lender, as the case may be, is required to pay to the relevant Official Body and agrees to pay any interest, penalties or other charges paid by such Lender or the Agent, as the case may be, as a result of or related to such payment to such Official Body. Neither the Agent nor any Lender shall be under any obligation to arrange its tax affairs in any particular manner so as to claim any refund or credit. (g) Each Borrower also hereby indemnifies and holds harmless the Agent and each Lender, on an after-Taxes basis, for any additional taxes on net income that the Agent or such Lender may be obliged to pay as a result of the receipt of amounts under this Section 8.6 above. (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 any 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 such Borrower, deliver to such Borrower (with a copy to the Agent), at the time or times prescribed by applicable law or reasonably requested by such Borrower or the Agent, such properly completed and executed documentation prescribed by applicable law (if any) as will permit such payments to be made without withholding or deductions been made (the “Grossat a reduced rate of withholding or a reduced rate of Non-Up Payment”)Withheld Part XIII Taxes. In addition, (bi) any Lender, if requested by any Borrower or the Agent, shall deliver such other documentation prescribed by applicable law (if any) or reasonably requested by any Borrower or the Agent as will enable such Borrower shall make or the Agent to determine whether or not such Lender is subject to withholding or deductionsinformation reporting requirements, and (cii) 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 such Borrower shall pay and the full amount withheld or deducted to the relevant taxation authority or other authority Agent in accordance with Applicable Lawwriting. 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 or that reflects any facts or statements that are inaccurate. (i) no Neither any Lender nor the Agent shall be under any obligation to arrange its tax affairs in any particular manner or be obliged to disclose any information regarding its tax affairs or computations to the Borrowers or any other Person in connection with this Section 8.6 above. (j) 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 Loan Document, shall be payments of interest under such Loan Document. All payments made under this Section 8.6 above shall be subject to the provisions of this Section 8.6 above. (k) All Loans, advances and extensions of credit made to any Canadian Borrower under the Credit Facilities shall be made only by a Lender that is a Canadian Qualified Lender, unless such Lender became a Lender: (i) at the written request of or with the written consent of Vitran; or (ii) in accordance with Section 16.6 following the occurrence of and during the continuance of an Event of Default. For greater certainty, neither Canadian Borrower shall be obligated required to make a Gross-Up Payment pay any amount under this Section 8.6 above in respect of taxes (x) which are imposed upon any Payment to any Person that is not a Canadian Qualified Lender unless that Person ceased to be a Canadian Qualified Lender because of a change in law or measured by the Payee’s net income or capital (including minimum taxes and 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 which the Payee unless that Person is organized, managed or controlled or in which its applicable lending office is located, or (y) which are imposed by a jurisdiction as a result of the Payee otherwise having a present or former connection (other than a connection arising solely as a result of this Agreement) with receiving such jurisdiction; (ii) [reserved]; and Payment because: (iii) no Borrower shall be obligated to make that Person became a Lender at the written request of or with the written consent of Vitran; (iv) that Person acquired any portion of interest under the Gross-Up Payment that is attributable to (w) any tax that would not have been payable Loan Documents or applicable had the applicable Payee or Payees been eligible for, and properly and timely claimed, became a complete exemption with respect thereto Participant pursuant to Section 3.11 hereof, (x) any taxes imposed on any amount payable to or for 16.6 following the account occurrence of any Payee under FATCA, (y) any taxes that are (or would be) required under Applicable law then in effect to be withheld with respect to amounts payable hereunder in respect of a Payee on and during 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 continuance of an Obligation shall, subject to Section 3.14, be entitled to Gross-up Payments Event of Default; or (v) the relevant Canadian Borrower is making the Payment in its capacity as a joint and several obligor or guarantor under Section 3.10 1.13 following the occurrence of and indemnification payments under Section 3.12 to during the extent that the assignor or seller continuance of such participation is entitled to such amounts as an Event of the date of such assignment or sale of participation; and (z) penalties and interest on the amounts 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 Borrowers shall deliver to Agent the original or a certified copy of a receipt issued by the relevant taxation authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to AgentDefault.

Gross Up for Taxes. ‌ Any and all payments made by or on behalf of the Company under this Indenture or under any other Collateral Documents (any such payment being hereinafter referred to as a “Payment”) to or for the benefit of a Holder shall be made without set-off or counterclaim, and free and clear of, and without deduction or withholding for, or on account of, any and all present or future Taxes, except to the extent that such deduction or withholding is required by applicable law or the administrative practice of any Governmental Authority. If any Borrower shall such Taxes are so required to be required by Applicable Law to withhold deducted or deduct any taxes withheld from or in respect of any sum payable under Payment made to or for the benefit of a Holder, the Company shall: (i) promptly notify the any relevant Agent (including for purposes of this Agreement or Section 2.12, if applicable, the Collateral Agent) of such requirement; (ii) if the Taxes are Indemnified Taxes, pay to such Holder in addition to the Payment to which such Holder is otherwise entitled, such additional amount as is necessary to ensure that the net amount actually received by such Holder (free and clear of, and net of, any of such Indemnified Taxes, including the Other Documents to Agent, or any Lender, assignee full amount of any Lender, Taxes required to be deducted or Participant (each, individually, a “Payee” and collectively, withheld from any additional amount paid by 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 Company under this Section 3.102.12(a), whether assessable against the applicable Payee Company, an Agent or Payees receives an such Holder) equals the full amount equal to the sum it Holder, would have received had no such deduction or withholding or deductions been made required; (the “Gross-Up Payment”), (biii) such Borrower shall make such withholding deduction or deductions, and withholding; (civ) such Borrower shall pay to the relevant Governmental Authority 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 deducted withheld from any additional amount paid by the Company to a Holder under this Section 2.12(a)), within the time period required by applicable law; and (v) as promptly as possible thereafter, forward to the relevant taxation authority or other authority in accordance with Applicable Law. Notwithstanding the foregoing, Holder an original official receipt (i) no Borrower shall be obligated to make a Gross-Up Payment in respect of taxes (x) which are imposed upon or measured by the Payee’s net income or capital (including minimum taxes and 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 which the Payee is organized, managed or controlled or in which its applicable lending office is located, or (y) which are imposed by a jurisdiction as a result of the Payee otherwise having a present or former connection (other than a connection arising solely as a result of this Agreement) with such jurisdiction; (ii) [reserved]; 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, 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 for the account of any Payee under FATCA, (y) any taxes that are (or would be) required under Applicable law then in effect to be withheld 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 Section 3.14, be entitled to Gross-up Payments under Section 3.10 and indemnification payments under Section 3.12 to the extent that the assignor or seller of such participation is entitled to such amounts as of the date of such assignment or sale of participation; and (z) penalties and interest on the amounts 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 Borrowers shall deliver to Agent the original or a certified copy of a receipt issued by copy), or other documentation reasonably acceptable to the relevant taxation authority Agent and such Holder, evidencing such payment, a copy of the return reporting payment to such payment or other evidence of such payment reasonably satisfactory to AgentGovernmental Authority.

Gross Up for Taxes. All payments of principal and interest on the Loans and all other amounts payable hereunder or any other Loan Document shall be made free and clear of and without deduction for any Taxes, except as required by applicable law. If any Borrower shall withholding or deduction from any payment to be made by any Loan Party hereunder or under any other Loan Document is required by Applicable Law to withhold or deduct any taxes from or in respect of any sum payable under this Agreement Taxes pursuant to any applicable law, then (i) the applicable Withholding Agent will pay directly to the relevant authority the full amount required to be so withheld or any of deducted, (ii) if Borrower is the Other Documents to applicable Withholding Agent, Borrower will promptly forward to Administrative Agent an official receipt or any Lender, assignee of any Lender, or Participant (each, individually, a “Payee” and collectively, the “Payees”), (a) the sum payable other documentation satisfactory to Administrative Agent evidencing such payment to such Payee or Payeesauthority, as and (iii) if 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)Tax is an Indemnified Tax, the applicable Payee Loan Party shall pay to Administrative Agent for the account of Administrative Agent and each applicable Lender such additional amount or Payees receives an amounts as is necessary to ensure that the amount actually received by Administrative Agent and each Lender will equal to the sum it full amount Administrative Agent and such Lender would have received had no such withholding or deductions deduction been made (required. The Loan Parties shall timely pay to the “Gross-Up Payment”)relevant Governmental Authority in accordance with applicable law, (b) or at the option of Administrative Agent timely reimburse it for the payment of, any Other Taxes. If any Indemnified Taxes are directly asserted against Administrative Agent or any Lender with respect to a payment received hereunder or any other Loan Document or with respect to, or arising from, the obligations of the Loan Parties under any Loan Document, the Loan Parties shall jointly and severally indemnify Administrative Agent or such Borrower shall make such withholding or deductionsLender, and (c) such Borrower shall pay within 10 days after demand therefor, for the full amount withheld or deducted to the relevant taxation authority or other authority in accordance with Applicable Law. Notwithstanding the foregoing, (i) no Borrower shall be obligated to make a Gross-Up Payment in respect of taxes (x) which are imposed upon or measured by the Payee’s net income or capital any Indemnified Taxes (including minimum taxes and similar taxes Indemnified Taxes imposed in lieu thereof), branch profits taxes or franchise taxes, in each case imposed by a jurisdiction (asserted on or political subdivision thereof) under the laws of which the Payee is organized, managed or controlled or in which its applicable lending office is located, or (y) which are imposed by a jurisdiction as a result of the Payee otherwise having a present or former connection (other than a connection arising solely as a result of this Agreement) with such jurisdiction; (ii) [reserved]; 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, 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 for the account of any Payee under FATCA, (y) any taxes that are (or would be) required under Applicable law then in effect to be withheld with respect to amounts payable hereunder in under this Section) payable or paid by Administrative Agent or such Lender and any reasonable, out-of-pocket expenses arising therefrom or with respect of a Payee on the date it becomes a Payee thereto, whether or otherwise acquired an interest in an Obligation, except a person who becomes a Lender by assignment not such Indemnified Taxes were correctly or purchases a participation of the whole legally imposed or any part of an Obligation shall, subject to Section 3.14, be entitled to Gross-up Payments under Section 3.10 and indemnification payments under Section 3.12 to the extent that the assignor or seller of such participation is entitled to such amounts as of the date of such assignment or sale of participation; and (z) penalties and interest on the amounts 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 Borrowers shall deliver to Agent the original or a certified copy of a receipt issued asserted by the relevant taxation authority evidencing such payment, a copy Governmental Authority. A certificate as to the amount of the return reporting such payment or other evidence liability delivered to Borrower by a Lender (with a copy to Administrative Agent), or by Administrative Agent on its own behalf or on behalf of such payment reasonably satisfactory to Agenta Lender, shall be conclusive and binding absent manifest error.

Gross Up for Taxes. If (a) Any and all payments made by or on behalf of the Borrower under this agreement or under any Borrower other Finance Document (any such payment being hereinafter referred to as a "Payment") to or for the benefit of a Finance Party shall be made without set-off or counterclaim, and free and clear of, and without deduction or withholding for, or on account of, any and all present or future Taxes except to the extent that such deduction or withholding is required by Applicable Law or the administrative practice of any Official Body. If any such Taxes are so required to withhold be deducted or deduct any taxes withheld from or in respect of any sum 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 additional amount paid by the Borrower under this Section 8.6(a), whether assessable against the Borrower or such Finance Party) equals the full amount the Finance Party, 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 Finance Party under this Section 8.6(a)), within the time period required by Applicable Law; and (v) as promptly as possible thereafter, forward to the relevant Finance Party an original official receipt (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 agrees to pay any and all present or future Other Taxes. (c) The Borrower hereby indemnifies and holds harmless each Finance Party, on an after-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 reasonable 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 relevant Official Body (including, without limitation, any Taxes imposed by any Official Body on amounts payable under this Agreement Section 8.6). The provisions of this Section 8.6(c) shall apply whether or 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 provide such notice shall not detract from, or compromise, the obligations of the Other Documents Borrower under this Section 8.6. Payment pursuant to Agent, this indemnification shall be made within 20 days from the date the Administrative 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 Payeesrelevant 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 increased as may be necessary so that, after making all required withholding or deductions prima facie evidence of such amount. (including d) If the Borrower determines in good faith that a reasonable basis exists for contesting any withholdings or deductions applicable to additional sums payable Indemnified Taxes for which a payment has been made under this Section 3.108.6, 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. (e) 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 applicable Payee Finance Party determines in its absolute discretion will leave it, after such reimbursement, in no better or Payees receives an amount equal to the sum worse position than it would have received been in if such Indemnified Taxes had no not been exigible. The Borrower, upon the request of a Finance Party, agree to repay such withholding or deductions been made (Finance Party any portion of any such refund paid over to the “Gross-Up Payment”), (b) such Borrower shall make such withholding or deductions, and (c) such Borrower shall that a Finance Party is required to pay the full amount withheld or deducted to the relevant taxation authority Official Body and agrees to pay any interest, penalties or other authority charges paid by such Finance Party as a result of or related to such payment to such Official Body. No Finance Party shall be under any obligation to arrange its tax affairs in accordance any particular manner so as to claim any refund. 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(e) or any other provision of this Section 8.6. (f) 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 LawLaw 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, (i) no Borrower Finance Party shall be obligated required to make deliver any documentation pursuant to this Section 8.6(f) that such Finance Party is not legally able to deliver. Without limiting the foregoing, each Finance Party shall deliver to the Borrower (with a Gross-Up Payment copy to the Administrative Agent), at the time or times prescribed by Applicable Law and reasonably requested by the Borrower or the Administrative Agent, executed copies of an applicable IRS Form W-8 or IRS Form W-9 and any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by Applicable Law to permit the Borrower or Administrative Agent to determine the withholding or deduction required to be made, including such documentation prescribed by Applicable Law (including Section 1471(b)(3)(C)(i) of the US Internal Revenue Code) and such additional documentation as may be appropriate for the Borrower or Administrative Agent to comply with their obligations under FATCA and to determine that each Finance Party has complied with its obligations under FATCA or to determine the amount to deduct and withhold from any payment made hereunder. (g) 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 taxes 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. (xh) which are imposed upon or measured by The Borrower's obligations under this Section 8.6 shall survive without limitation the Payee’s net income or capital (including minimum taxes and 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 which the Payee is organized, managed or controlled or in which its applicable lending office is located, or (y) which are imposed by a jurisdiction as a result termination of the Payee otherwise having a present or former connection (Credit Facilities and this agreement and all other than a connection arising solely as a result of this Agreement) with such jurisdiction; (ii) [reserved]; Finance Documents and (iii) no Borrower shall be obligated to make any portion the permanent repayment 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, outstanding credit 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 for the account of any Payee under FATCA, (y) any taxes that are (or would be) required under Applicable law then in effect to be withheld with respect to all other 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 Section 3.14, be entitled to Gross-up Payments under Section 3.10 and indemnification payments under Section 3.12 to the extent that the assignor or seller of such participation is entitled to such amounts as of the date of such assignment or sale of participation; and (z) penalties and interest on the amounts 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 Borrowers shall deliver to Agent the original or a certified copy of a receipt issued by the relevant taxation authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Agentthereunder.

Gross Up for Taxes. All payments of principal and interest on the Advances and all other amounts payable hereunder or any other Loan Document shall be made free and clear of and without deduction for any Taxes, except as required by applicable Law. If any Borrower shall withholding or deduction from any payment to be made by any Loan Party hereunder or under any other Loan Document is required by Applicable Law to withhold or deduct any taxes from or in respect of any sum payable under this Agreement 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 any of the Other Documents to Agent, or any Lender, assignee of any Lender, or Participant (each, individually, a “Payee” and collectively, the “Payees”)deducted, (aii) the sum payable promptly forward to Lender an official receipt or other documentation satisfactory to Lender evidencing such payment to such Payee authority, and (iii) if the Tax is an Indemnified Tax, pay to Lender such additional amount or Payees, amounts as is necessary to ensure that 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), net amount actually received by Lender will equal the applicable Payee or Payees receives an full amount equal to the sum it Lender would have received had no such withholding or deductions deduction been made 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 the payment of, any Other Taxes. If any Indemnified 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, or arising from, the “Gross-Up Payment”)obligations of the Loan Parties under any Loan Document, the Loan Parties shall jointly and severally indemnify Lender, within ten (b10) such Borrower shall make such withholding or deductionsdays after demand therefor, and (c) such Borrower shall pay for the full amount withheld or deducted to the relevant taxation authority or other authority in accordance with Applicable Law. Notwithstanding the foregoing, (i) no Borrower shall be obligated to make a Gross-Up Payment in respect of taxes (x) which are imposed upon or measured by the Payee’s net income or capital any Indemnified Taxes (including minimum taxes and similar taxes Taxes imposed in lieu thereof), branch profits taxes or franchise taxes, in each case imposed by a jurisdiction (asserted on or political subdivision thereof) under the laws of which the Payee is organized, managed or controlled or in which its applicable lending office is located, or (y) which are imposed by a jurisdiction as a result of the Payee otherwise having a present or former connection (other than a connection arising solely as a result of this Agreement) with such jurisdiction; (ii) [reserved]; and (iii) no Borrower shall be obligated to make any portion of the Gross-Up Payment that is attributable to (wamounts payable under this Section) any tax that would not have been payable or applicable had the applicable Payee paid by Lxxxxx and any reasonable, out-of-pocket expenses arising therefrom or Payees been eligible for, and properly and timely claimed, a complete exemption with respect thereto pursuant to Section 3.11 hereof(including reasonable, (x) any taxes imposed on any amount payable to out-of-pocket attorneys' or for the account of any Payee under FATCA, (y) any taxes that are (or would be) required under Applicable law then in effect to be withheld 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 Section 3.14, be entitled to Gross-up Payments under Section 3.10 tax advisor fees and indemnification payments under Section 3.12 to the extent that the assignor or seller of such participation is entitled to such amounts as of the date of such assignment or sale of participation; and (z) penalties and interest on the amounts described as not eligible for a Gross-up Payment in clauses (iexpenses), (ii) whether or (iii) hereof. As soon as practicable after making not such withholding Indemnified Taxes were correctly or deduction, the Borrowers shall deliver to Agent the original legally imposed or a certified copy of a receipt issued asserted by the relevant taxation authority evidencing such payment, a copy Governmental Authority. A certificate as to the amount of the return reporting such payment or other evidence of such payment reasonably satisfactory liability delivered to AgentAdministrative Borrower by Lender shall be conclusive and binding absent manifest error.

Gross Up for Taxes. (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 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, 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 Borrower shall such Taxes are so required to be required by Applicable Law to withhold deducted or deduct any taxes withheld from or in respect of any sum payable under this Agreement Payment made to or any for the benefit of the Other Documents to Agent, Administrative Agent or any Lender, assignee 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 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 Participant withholding been required; (eachiii) 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 286042.00038/115243826.6 under this Section 8.6(a)), individuallywithin the time period required by Applicable Law; and (v) as promptly as possible thereafter, forward to the Administrative Agent or the relevant Lender, as the case may be, an original official receipt (or a “Payee” certified copy), or other documentation reasonably acceptable to the Administrative Agent and collectivelysuch Lender, evidencing such payment to such Official Body. (b) In addition, the “Payees”Borrower agrees to pay any and all present or future Other Taxes. (c) The Borrower hereby indemnifies and holds harmless each Lender, on an after- 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 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 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 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 (aor to the extent contemplated above, interest, penalties, liabilities and expenses) and the sum payable 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 Payee payment made by the Borrower, then the Lender or Payeesthe 286042.00038/115243826.6 Administrative Agent, as the case may be, shall be increased as may be necessary so thatreimburse the Borrower for such amount (if any, after making all required withholding or deductions (including but not exceeding the amount of any withholdings or deductions applicable to additional sums payable payment made under this Section 3.108.6 that gives rise to such refund or credit), net of out-of-pocket expenses of such Lender or the applicable Payee Administrative Agent, as the case may be, which the Administrative Agent or Payees receives an amount equal to such Lender, as the sum case may be, determines in its absolute discretion will leave it, after such reimbursement, in no better or worse position than it would have received been in if such Indemnified Taxes had no not been exigible. The Borrower, upon the request of the Administrative Agent or any Lender, agrees to repay the Administrative Agent or such withholding Lender, as the case may be, any portion of any such refund or deductions been made (credit paid over to the “Gross-Up Payment”)Borrower that the Administrative Agent or such Lender, (b) such Borrower shall make such withholding or deductionsas the case may be, and (c) such Borrower shall is required to pay the full amount withheld or deducted to the relevant taxation authority Official Body and agrees to pay any interest, penalties or other authority charges paid by such Lender or the Administrative Agent, as the case may be, as a result of or related to such payment to such Official Body. Neither the Administrative Agent nor any Lender shall be under any obligation to arrange its tax affairs in accordance any particular manner so as to claim any refund or credit. 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 LawLaw 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, (i) no Borrower Lender shall be obligated required to make a Gross-Up Payment in respect of taxes (x) which are imposed upon or measured by the Payee’s net income or capital (including minimum taxes and 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 which the Payee is organized, managed or controlled or in which its applicable lending office is located, or (y) which are imposed by a jurisdiction as a result of the Payee otherwise having a present or former connection (other than a connection arising solely as a result of this Agreement) with such jurisdiction; (ii) [reserved]; and (iii) no Borrower shall be obligated to make deliver 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, and properly and timely claimed, a complete exemption with respect thereto documentation pursuant to this Section 3.11 hereof, 8.6(g) that such Lender is not legally able to deliver. (xh) any taxes imposed on any amount payable to or for the account of any Payee under FATCA, (y) any taxes Each Lender represents that are (or would be) required under Applicable law then in effect to be withheld 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 Section 3.14, be entitled to Gross-up Payments under Section 3.10 and indemnification payments under Section 3.12 to the extent that the assignor or seller of such participation is entitled to such amounts as of the date of such assignment or sale this agreement it is a resident of participation; Canada for purposes of Part XIII of the Tax Act and (z) penalties covenants that it will inform the Borrower and interest on the amounts described as not eligible for a Gross-up Payment in clauses 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 286042.00038/115243826.6 or (iii) hereof. As soon as practicable after making such withholding or deduction, the Borrowers shall deliver to Agent the original or a certified copy agency of a receipt issued by the relevant taxation authority evidencing such payment, a copy change to its residency that would have effect for purposes of Part XIII of the return reporting such payment or other evidence Tax, within five Banking Days of such payment reasonably satisfactory change or assertion. (i) Additional amounts payable under Section 8.6(a) have the same character as the Payments to Agentwhich 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 and all other Credit Documents and the permanent repayment of the outstanding credit and all other amounts payable hereunder.

Gross Up for Taxes. (a) Any and all payments made by the Obligors under this Agreement or under any other Credit Document (any such payment being hereinafter referred to as a “Payment”) to or for the 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, or on account of, any and all present or future Indemnified Taxes or Other Taxes except to the extent that such deduction or withholding is required by law or the administrative practice of any Official Body. If any Borrower shall such Indemnified Taxes or Other Taxes are so required to be required by Applicable Law to withhold deducted or deduct any taxes withheld from or in respect of any sum payable under this Agreement Payment made to or any for the benefit of the Other Documents to Agent, Administrative Agent or any Lender, assignee the Obligors 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 Indemnified Taxes or Other Taxes, including the full amount of any Indemnified Taxes or Other Taxes required to be deducted or withheld from any additional amount paid by the Obligors under this Section 8.6(a), whether assessable against the Obligors, 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 Participant withholding been required; (eachiii) make such deduction or withholding; (iv) pay to the relevant Official Body in accordance with Applicable Law the full amount of Indemnified Taxes or Other Taxes required to be deducted or withheld (including the full amount of Indemnified Taxes or Other Taxes required to be deducted or withheld from any additional amount paid by an Obligor to the Administrative Agent or such Lender under this Section 8.6(a)), individuallywithin 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 Indemnified Taxes under Part XIII of the Tax Act (or any successor part) in respect of any Payment made by an Obligor but such Indemnified Taxes are not levied by way of deduction or withholding (all such Taxes being “Payee” and collectively, the “PayeesNon-Withheld Part XIII Taxes”), the Obligors shall pay to the Administrative Agent or such Lender, as the case may be, at the time an Obligor 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). (ac) In addition, the Obligors agree to pay to the applicable Official Body any and all Other Taxes. (d) The Obligors hereby indemnify and hold harmless the Administrative Agent and each Lender for the full amount of Indemnified Taxes and Other Taxes, including Non-Withheld Part XIII Taxes, interest, penalties and other liabilities, levied, imposed or assessed against (and whether or not paid directly by) the sum Administrative Agent or such Lender, as applicable, and for all expenses, resulting from or relating to the Obligors’ failure to: (i) remit to the Administrative Agent or such Lender the documentation referred to in Section 8.6(a)(v); (ii) pay any Indemnified Taxes or Other Taxes as required by this Section 8.6 when due to the 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 applicable Lender any Non-Withheld Part XIII Taxes in accordance with Section 8.6(b), whether or not such Indemnified Taxes or Other Taxes were correctly or legally assessed. The Administrative Agent or any Lender who pays any Indemnified 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 Obligors on account thereof under Section 8.6(b), shall promptly notify the Obligors of such payment, provided, however, that failure to provide such notice shall not detract from, or compromise, the obligations of the Obligors 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 Indemnified Taxes or Other Taxes and the calculation thereof, which calculation shall be prima facie evidence of such amount. (e) If the Obligors determine in good faith that a reasonable basis exists for contesting any Indemnified Taxes or Other 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 Obligors, cooperate with the Obligors in challenging such Indemnified Taxes or Other Taxes at the Obligors’ expense. (f) If any Lender or the Administrative Agent, as applicable, receives a refund of, or credit for, Indemnified Taxes, Other Taxes or Non-Withheld Part XIII Taxes for which a payment has been made by the Obligors 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, Other Taxes or Non-Withheld Part XIII Taxes giving rise to such Payee payment made by an Obligor, then the Lender or Payeesthe Administrative Agent, as the case may be, shall be increased as may be necessary so thatreimburse the Obligors for such amount (if any, after making all required withholding or deductions (including but not exceeding the amount of any withholdings or deductions applicable to additional sums payable payment made under this Section 3.108.6 that gives rise to such refund or credit), net of out-of-pocket expenses of such Lender or the applicable Payee Administrative Agent, as the case may be, which the Administrative Agent or Payees receives an amount equal to such Lender, as the sum case may be, determines in its absolute discretion will leave it, after such reimbursement, in no better or worse position than it would have received been in if such Indemnified Taxes, Other Taxes or Non-Withheld Part XIII Taxes had no not been exigible. The Obligors, upon the request of the Administrative Agent or any Lender, agree 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 Obligors that the Administrative Agent or such Lender, as the case may be, is required to pay to the relevant Official Body and agrees to pay any interest, penalties or other charges paid by such Lender or the Administrative Agent, as the case may be, as a result of or related to such payment to such Official Body. Neither the Administrative Agent nor any Lender shall be under any obligation to arrange its tax affairs in any particular manner so as to claim any refund or credit. None of the Lenders nor the Administrative Agent shall be obliged to disclose any information regarding its tax affairs or computations to the Obligors or any other Person in connection with this Section 8.6(f) or any other provision of this Section 8.6. (g) 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 an Obligor is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to Payments shall, at the request of an Obligor, deliver to such Obligor (with a copy to the Administrative Agent), at the time or times prescribed by Applicable Law or reasonably requested by such 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 deductions been made (the “Grossat a reduced rate of withholding or a reduced rate of Non-Up Payment”)Withheld Part XIII Taxes. In addition, (bi) any Lender, if requested by an Obligor or the Administrative Agent, shall deliver such Borrower shall make other documentation prescribed by Applicable Law (if any) or reasonably requested by such Obligor or the Administrative Agent as will enable such Obligor or the Administrative Agent to determine whether or not such Lender is subject to withholding or deductionsinformation reporting requirements, and (cii) 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 such Borrower shall pay Obligor and the full amount withheld or deducted to the relevant taxation authority or other authority Administrative Agent in accordance with Applicable Lawwriting. 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) 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. (i) no Borrower The Obligors’ obligations under this Section 8.6 shall be obligated to make a Gross-Up Payment in respect of taxes (x) which are imposed upon or measured by survive without limitation the Payee’s net income or capital (including minimum taxes and 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 which the Payee is organized, managed or controlled or in which its applicable lending office is located, or (y) which are imposed by a jurisdiction as a result termination of the Payee otherwise having a present or former connection (Credit Facility and this Agreement and all other than a connection arising solely as a result of this Agreement) with such jurisdiction; (ii) [reserved]; Credit Documents and (iii) no Borrower shall be obligated to make any portion the permanent repayment 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, outstanding credit 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 for the account of any Payee under FATCA, (y) any taxes that are (or would be) required under Applicable law then in effect to be withheld with respect to all other 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 Section 3.14, be entitled to Gross-up Payments under Section 3.10 and indemnification payments under Section 3.12 to the extent that the assignor or seller of such participation is entitled to such amounts as of the date of such assignment or sale of participation; and (z) penalties and interest on the amounts 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 Borrowers shall deliver to Agent the original or a certified copy of a receipt issued by the relevant taxation authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Agenthereunder.

Gross Up for Taxes. (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 benefit of a Credit Party shall be made without set-off or counterclaim, and free and clear of, and without deduction or withholding 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 Borrower shall such Taxes are so required to be required by Applicable Law to withhold deducted or deduct any taxes withheld from or in respect of any sum Payment made to or for the benefit of a Credit Party, the Borrower shall: (i) promptly notify the Administrative Agent of such requirement; (ii) with respect to Indemnified Taxes, pay to such Credit Party in addition to the Payment to which such Credit Party is otherwise entitled, such additional amount as is necessary to ensure that the net amount actually received by such Credit 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 additional amount paid by the Borrower under this Section 8.7(a), whether assessable against the Borrower or such Credit Party) equals the full amount the Credit Party, 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 Credit Party under this Section 8.7(a)), within the time period required by Applicable Law; and (v) as promptly as possible thereafter, forward to the relevant Credit Party an original official receipt (or a certified copy), or other documentation reasonably acceptable to the Administrative Agent and such Credit Party, evidencing such payment to such Official Body. (b) In addition, the Borrower agrees to pay any and all Other Taxes. (c) The Borrower hereby indemnifies and holds harmless the Administrative Agent and each Credit Party for the full amount of Indemnified Taxes and Other Taxes (including Indemnified Taxes and Other Taxes imposed under this Section 8.7(c)) levied, imposed or assessed against (and whether or not paid directly by) the Administrative Agent or such Credit Party, as applicable. In addition, the Borrower hereby indemnifies and holds harmless each Credit Party, on an after-Taxes basis, for the full amount of Indemnified 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 Credit 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 Credit Party the documentation referred to in Section 8.7(a)(v); or (ii) pay any Indemnified Taxes or Other Taxes when due to the relevant Official Body (including any Taxes imposed by any Official Body on amounts payable under this Agreement Section 8.7). The provisions of this Section 8.7(c) shall apply whether or not such Indemnified Taxes or Other Taxes were correctly or legally assessed. The Administrative Agent or any Credit Party who pays any Taxes or Other Taxes 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 Other Documents Borrower under this Section 8.7. Payment pursuant to Agent, this indemnification shall be made within 20 days from the date the Administrative 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 Payeesrelevant Credit 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 increased as may be necessary so that, after making all required withholding or deductions prima facie evidence of such amount. (including d) If the Borrower determines in good faith that a reasonable basis exists for contesting any withholdings or deductions applicable to additional sums payable Indemnified Taxes for which a payment has been made under this Section 3.108.7, the relevant Credit Party shall, if so requested by the Borrower, cooperate with the Borrower 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 Borrower 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 applicable Payee Credit Party determines in its absolute discretion will leave it, after such reimbursement, in no better or Payees receives an amount equal to the sum worse position than it would have received been in if such Indemnified Taxes had no 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 to pay to the relevant Official Body and agrees to pay any interest, penalties or other charges paid by such Credit Party as a result of or related to such payment to such Official Body. No Credit Party shall be under any obligation to arrange its tax affairs in any particular manner so as to claim any refund or credit. No Credit 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 8.7(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 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 deductions been made (the “Gross-Up Payment”)at a reduced rate of withholding or a reduced rate of Relevant Taxes. In addition, (bi) 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 Borrower shall make or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Credit Party is subject to withholding or deductionsinformation reporting requirements, and (cii) such any Credit Party 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 shall pay and the full amount withheld or deducted to the relevant taxation authority or other authority Administrative Agent in accordance with Applicable Lawwriting. Notwithstanding the foregoing, (i) no Borrower Credit Party shall be obligated required to make a Gross-Up Payment in respect of taxes deliver any documentation pursuant to this Section 8.7(f) that such Credit Party is not legally able to deliver. (xg) which are imposed upon or measured by The Borrower’s obligations under this Section 8.7 shall survive without limitation the Payee’s net income or capital (including minimum taxes and 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 which the Payee is organized, managed or controlled or in which its applicable lending office is located, or (y) which are imposed by a jurisdiction as a result termination of the Payee otherwise having a present or former connection (Credit Facility and this agreement and all other than a connection arising solely as a result of this Agreement) with such jurisdiction; (ii) [reserved]; Credit Documents and (iii) no Borrower shall be obligated to make any portion the permanent repayment 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, outstanding credit 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 for the account of any Payee under FATCA, (y) any taxes that are (or would be) required under Applicable law then in effect to be withheld with respect to all other 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 Section 3.14, be entitled to Gross-up Payments under Section 3.10 and indemnification payments under Section 3.12 to the extent that the assignor or seller of such participation is entitled to such amounts as of the date of such assignment or sale of participation; and (z) penalties and interest on the amounts 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 Borrowers shall deliver to Agent the original or a certified copy of a receipt issued by the relevant taxation authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Agentthereunder.

Gross Up for Taxes. (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 benefit of a Finance Party shall be made without set-off or counterclaim, and free and clear of, and without deduction or withholding 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 Borrower shall such Taxes are so required to be required by Applicable Law to withhold deducted or deduct any taxes withheld from or in respect of any sum payable Payment made to or for the benefit of a Finance Party, the Borrower shall: (i) promptly notify the Administrative Agent of such requirement; (ii) 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 Taxes, including the full amount of any Taxes required to be deducted or withheld from any additional amount paid by the Borrower under this Agreement Section 8.6(a), whether assessable against the Borrower or such Finance Party) equals the full amount the Finance Party, 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 Finance Party under this Section 8.6(a)), within the time period required by Applicable Law; and (v) as promptly as possible thereafter, forward to the relevant Finance Party an original official receipt (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) If any Finance Party is subject to Taxes under Part XIII of the Tax Act (or any of the Other Documents to Agent, or any Lender, assignee successor part) in respect of any Lender, Payment made by the Borrower but such Taxes are not levied by way of deduction or Participant withholding (each, individually, a “Payee” and collectivelyall such Taxes being "Non-Withheld Part XIII Taxes"), the “Payees”), (a) Borrower shall pay to the sum payable to Administrative Agent or such Payee or PayeesFinance Party, as the case may be, shall be increased 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 Finance Party, as the case may be necessary so thatbe, after making all required withholding or deductions (including any withholdings or deductions applicable 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 sums amount payable under this Section 3.108.6(b). (c) In addition, the Borrower agrees to pay any and all present or future Other Taxes. (d) The Borrower hereby indemnifies and holds harmless each Finance Party, on an after-Taxes basis, for the full amount of Taxes and Other Taxes, including Non- 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 Finance Party, as applicable, and for all expenses, resulting from or relating to the Borrower' 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 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 applicable Finance Party 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 Finance Party who pays any Taxes or Other Taxes (other than Non-Withheld Part XIII Taxes), and the applicable Payee Administrative Agent or Payees receives an any Finance Party who pays any Non-Withheld Part XIII Taxes in excess of the amount equal (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 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 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 sum 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 Finance Party shall, if so requested by the Borrower, cooperate with the Borrower in challenging such Taxes at the Borrower's expense. If any Finance Party 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 the Finance Party is attributable to the 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 or credit), 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 received been in if such Taxes had no not been exigible. The Borrower, upon the request of a Finance Party, agrees to repay such withholding Finance Party any portion of any such refund or deductions been made (credit paid over to the “Gross-Up Payment”), (b) such Borrower shall make such withholding or deductions, and (c) such Borrower shall that a Finance Party is required to pay the full amount withheld or deducted to the relevant taxation authority Official Body and agrees to pay any interest, penalties or other authority in accordance with Applicable Law. Notwithstanding the foregoing, (i) no Borrower shall be obligated to make a Gross-Up Payment in respect of taxes (x) which are imposed upon or measured charges paid by the Payee’s net income or capital (including minimum taxes and 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 which the Payee is organized, managed or controlled or in which its applicable lending office is located, or (y) which are imposed by a jurisdiction such Finance Party as a result of or related to such payment to such Official Body. No Finance Party shall be under any obligation to arrange its tax affairs in any particular manner so as to claim any refund or credit. No Finance Party shall be obliged to disclose any information regarding its tax affairs or computations to the Payee otherwise having a present Borrower or former any other Person in connection (with this Section 8.6(f) or any other than a connection arising solely as a result provision of this Agreement) with such jurisdiction; (ii) [reserved]; 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, 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 for the account of any Payee under FATCA, (y) any taxes that are (or would be) required under Applicable law then in effect to be withheld 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 Section 3.14, be entitled to Gross-up Payments under Section 3.10 and indemnification payments under Section 3.12 to the extent that the assignor or seller of such participation is entitled to such amounts as of the date of such assignment or sale of participation; and (z) penalties and interest on the amounts 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 Borrowers shall deliver to Agent the original or a certified copy of a receipt issued by the relevant taxation authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Agent8.6.

Gross Up for Taxes. If any Borrower 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)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) such Borrower shall make such withholding or deductions, and (c) such 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, (i) no Borrower shall be obligated to make a Gross-Up Payment in respect of taxes (x) which are imposed upon or measured by the Payee’s net income or capital (including minimum taxes and 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 which the Payee is organized, managed or controlled or in which its applicable lending office is located, or (y) which are imposed by a jurisdiction as a result of the Payee otherwise having a present or former connection (other than a connection arising solely as a result of this Agreement) with such jurisdiction; (ii) [reserved]; and (iii) no Borrower shall be obligated to make any portion of the Gross-Up Payment that is attributable to (w) any tax withholding or deductions that would not have been payable paid or applicable claimed had the applicable Payee or Payees been eligible for, and properly and timely claimed, claimed a complete exemption with respect thereto pursuant to Section 3.11 hereof. Notwithstanding anything herein to the contrary, Borrowers shall not be obligated to withhold or deduct, with respect to Agent, or any Lender: (xa) any taxes imposed on or measured on the overall net income (however denominated) if Agent or such Lender, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any amount payable to political subdivision thereof) under the laws of which such recipient is organized or for in which its principal office is located or, in the account case of any Payee under FATCALender, (y) any taxes that are (or would be) required under Applicable law then in effect to be withheld 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 Section 3.14, be entitled to Gross-up Payments under Section 3.10 and indemnification payments under Section 3.12 to the extent that the assignor or seller of such participation which its applicable Lending Office is entitled to such amounts as of the date of such assignment or sale of participationlocated; and (zb) penalties and interest on the amounts 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 Borrowers shall deliver to Agent the original or a certified copy of a receipt issued any branch profits taxes imposed by the relevant taxation authority evidencing such payment, a copy of the return reporting such payment United States or any similar tax imposed by any other evidence of such payment reasonably satisfactory to Agentjurisdiction in which any Borrower is located.

Gross Up for Taxes. If any Borrower Loan 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 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)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) such Borrower Loan Party shall make such withholding or deductions, and (c) such 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, (i) no Borrower shall be obligated to make a Gross-Up Payment in respect of taxes (x) which are imposed upon or measured by the Payee’s net income or capital (including minimum taxes and 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 which the Payee is organized, managed or controlled or in which its applicable lending office is located, or (y) which are imposed by a jurisdiction as a result of the Payee otherwise having a present or former connection (other than a connection arising solely as a result of this Agreement) with such jurisdiction; (ii) [reserved]; 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, 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 for the account of any Payee under FATCA, (y) any taxes that are (or would be) required under Applicable law then in effect to be withheld 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 Section 3.14, be entitled to Gross-up Payments under Section 3.10 and indemnification payments under Section 3.12 to the extent that (i) taxes are U.S. Federal taxes and the assignor obligation to withhold or seller 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 lending office of such participation is Payee, the date such Payee designated such new lending office with respect to the Advances 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 lending office, would be entitled to such amounts as of the date of such assignment or sale of participation; and receive (z) penalties and interest on the amounts described as not eligible for a Gross-up Payment in clauses without regard to this clause (i), (ii) or (iii) hereof. As soon as practicable after making such withholding or deduction, the Borrowers shall deliver does not ChangePro Comparison of ABL and PNC - Exhibit A to Agent the original or a certified copy of a receipt issued by the relevant taxation authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Agent.Third Amendment 10/3/2016

Gross Up for Taxes. (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 benefit of a Finance Party shall be made without set-off or counterclaim, and free and clear of, and without deduction or withholding 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 Borrower shall such Taxes are so required to be required by Applicable Law to withhold deducted or deduct any taxes withheld from or in respect of any sum 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 additional amount paid by the Borrower under this Section 8.6(a), whether assessable against the Borrower or such Finance Party) equals the full amount the Finance Party, 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 Finance Party under this Section 8.6(a)), within the time period required by Applicable Law; and (v) as promptly as possible thereafter, forward to the relevant Finance Party an original official receipt (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 agrees to pay any and all present or future Other Taxes. (c) The Borrower hereby indemnifies and holds harmless each Finance Party, on an after-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’ 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 relevant Official Body (including, without limitation, any Taxes imposed by any Official Body on amounts payable under this Agreement Section 8.6). The provisions of this Section 8.6(c) shall apply whether or 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 provide such notice shall not detract from, or compromise, the obligations of the Other Documents Borrower under this Section 8.6. Payment pursuant to Agent, this indemnification shall be made within 20 days from the date the Administrative 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 Payeesrelevant 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 increased as may be necessary so that, after making all required withholding or deductions prima facie evidence of such amount. (including d) If the Borrower determines in good faith that a reasonable basis exists for contesting any withholdings or deductions applicable to additional sums payable Indemnified Taxes for which a payment has been made under this Section 3.108.6, 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. (e) 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 applicable Payee Finance Party determines in its absolute discretion will leave it, after such reimbursement, in no better or Payees receives an amount equal to the sum worse position than it would have received been in if such Indemnified Taxes had no not been exigible. The Borrower, upon the request of a Finance Party, agrees to repay such withholding or deductions been made (Finance Party any portion of any such refund paid over to the “Gross-Up Payment”), (b) such Borrower shall make such withholding or deductions, and (c) such Borrower shall that a Finance Party is required to pay the full amount withheld or deducted to the relevant taxation authority Official Body and agrees to pay any interest, penalties or other authority charges paid by such Finance Party as a result of or related to such payment to such Official Body. No Finance Party shall be under any obligation to arrange its tax affairs in accordance any particular manner so as to claim any refund. 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(e) or any other provision of this Section 8.6. (f) 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 LawLaw 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, (i) no Borrower Finance Party shall be obligated required to make deliver any documentation pursuant to this Section 8.6(f)) that such Finance Party is not legally able to deliver. Without limiting the foregoing, each Finance Party shall deliver to the Borrower (with a Gross-Up Payment copy to the Administrative Agent), at the time or times prescribed by Applicable Law and reasonably requested by the Borrower or the Administrative Agent, executed copies of an applicable IRS Form W-8 or IRS Form W-9 and any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by Applicable Law to permit Borrower or Administrative Agent to determine the withholding or deduction required to be made, including such documentation prescribed by Applicable Law (including Section 1471(b)(3)(C)(i) of the US Internal Revenue Code) and such additional documentation as may be appropriate for the Borrower or Administrative Agent to comply with their obligations under FATCA and to determine that each Finance Party has complied with its obligations under FATCA or to determine the amount to deduct and withhold from any payment made hereunder. (g) 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 taxes 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. (xh) which are imposed upon or measured by The Borrower’s obligations under this Section 8.6 shall survive without limitation the Payee’s net income or capital (including minimum taxes and 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 which the Payee is organized, managed or controlled or in which its applicable lending office is located, or (y) which are imposed by a jurisdiction as a result termination of the Payee otherwise having a present or former connection (Credit Facility and this agreement and all other than a connection arising solely as a result of this Agreement) with such jurisdiction; (ii) [reserved]; Finance Documents and (iii) no Borrower shall be obligated to make any portion the permanent repayment 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, outstanding credit 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 for the account of any Payee under FATCA, (y) any taxes that are (or would be) required under Applicable law then in effect to be withheld with respect to all other 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 Section 3.14, be entitled to Gross-up Payments under Section 3.10 and indemnification payments under Section 3.12 to the extent that the assignor or seller of such participation is entitled to such amounts as of the date of such assignment or sale of participation; and (z) penalties and interest on the amounts 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 Borrowers shall deliver to Agent the original or a certified copy of a receipt issued by the relevant taxation authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Agentthereunder.

Gross Up for Taxes. (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 benefit of a Finance Party shall be made without set-off or counterclaim, and free and clear of, and without deduction or withholding 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 Borrower shall such Taxes are so required to be required by Applicable Law to withhold deducted or deduct any taxes withheld from or in respect of any sum 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 additional amount paid by the Borrower under this Section 8.6(a), whether assessable against the Borrower or such Finance Party) equals the full amount the Finance Party, 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 Finance Party under this Section 8.6(a)), within the time period required by Applicable Law; and (v) as promptly as possible thereafter, forward to the relevant Finance Party an original official receipt (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 agrees to pay any and all present or future Other Taxes. (c) The Borrower hereby indemnifies and holds harmless each Finance Party, on an after-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’ 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 relevant Official Body (including, without limitation, any Taxes imposed by any Official Body on amounts payable under this Agreement Section 8.6). The provisions of this Section 8.6(c) shall apply whether or 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 provide such notice shall not detract from, or compromise, the obligations of the Other Documents Borrower under this Section 8.6. Payment pursuant to Agent, this indemnification shall be made within 20 days from the date the Administrative 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 Payeesrelevant 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 increased as may be necessary so that, after making all required withholding or deductions prima facie evidence of such amount. (including d) If the Borrower determines in good faith that a reasonable basis exists for contesting any withholdings or deductions applicable to additional sums payable Indemnified Taxes for which a payment has been made under this Section 3.108.6, 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. (e) If any Finance Party 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 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 or credit), net of out-of-pocket expenses of such Finance Party which the applicable Payee Finance Party determines in its absolute discretion will leave it, after such reimbursement, in no better or Payees receives an amount equal to the sum worse position than it would have received been in if such Indemnified Taxes had no not been exigible. The Borrower, upon the request of a Finance Party, agrees to repay such Finance Party any portion of any such refund or credit paid over to the Borrower that a Finance Party is required to pay to the relevant Official Body and agrees to pay any interest, penalties or other charges paid by such Finance Party as a result of or related to such payment to such Official Body. No Finance Party shall be under any obligation to arrange its tax affairs in any particular manner so as to claim any refund or credit. 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(e) or any other provision of this Section 8.6. (f) The Borrower also hereby indemnifies and holds harmless each Finance Party, on an after-Taxes basis, for any additional taxes on net income that the Finance Party may be obliged to pay as a result of the receipt of amounts under 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 deductions been made (the “Gross-Up Payment”)at a reduced rate of withholding or a reduced rate of Relevant Taxes. In addition, (bi) 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 shall make 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 deductionsinformation reporting requirements, and (cii) such any Finance Party 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 shall pay and the full amount withheld or deducted to the relevant taxation authority or other authority Administrative Agent in accordance with Applicable Lawwriting. 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) no Borrower The Borrower’s obligations under this Section 8.6 shall be obligated to make a Gross-Up Payment in respect of taxes (x) which are imposed upon or measured by survive without limitation the Payee’s net income or capital (including minimum taxes and 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 which the Payee is organized, managed or controlled or in which its applicable lending office is located, or (y) which are imposed by a jurisdiction as a result termination of the Payee otherwise having a present or former connection (Credit Facility and this agreement and all other than a connection arising solely as a result of this Agreement) with such jurisdiction; (ii) [reserved]; Finance Documents and (iii) no Borrower shall be obligated to make any portion the permanent repayment 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, outstanding credit 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 for the account of any Payee under FATCA, (y) any taxes that are (or would be) required under Applicable law then in effect to be withheld with respect to all other 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 Section 3.14, be entitled to Gross-up Payments under Section 3.10 and indemnification payments under Section 3.12 to the extent that the assignor or seller of such participation is entitled to such amounts as of the date of such assignment or sale of participation; and (z) penalties and interest on the amounts 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 Borrowers shall deliver to Agent the original or a certified copy of a receipt issued by the relevant taxation authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Agentthereunder.

Gross Up for Taxes. (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 benefit of a Finance Party shall be made without set-off or counterclaim, and free and clear of, and without deduction or withholding 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 Borrower shall such Taxes are so required to be required by Applicable Law to withhold deducted or deduct any taxes withheld from or in respect of any sum 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 additional amount paid by the Borrower under this Section ‎8.6(a), whether assessable against the Borrower or such Finance Party) equals the full amount the Finance Party, 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 Finance Party under this Section ‎8.6(a)), within the time period required by Applicable Law; and (v) as promptly as possible thereafter, forward to the relevant Finance Party an original official receipt (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 agrees to pay any and all present or future Other Taxes. (c) The Borrower hereby indemnifies and holds harmless each Finance Party, on an after-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 relevant Official Body (including, without limitation, any Taxes imposed by any Official Body on amounts payable under this Agreement Section ‎8.6). (d) The provisions of Section ‎8.6(c) shall apply whether or 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 provide such notice shall not detract from, or compromise, the obligations of the Other Documents Borrower under this Section ‎8.6. Payment pursuant to Agent, this indemnification shall be made within 20 days from the date the Administrative 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 Payeesrelevant 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 increased as may be necessary so that, after making all required withholding or deductions prima facie evidence of such amount. (including e) If the Borrower determines in good faith that a reasonable basis exists for contesting any withholdings or deductions applicable to additional sums payable Indemnified Taxes for which a payment has been made under this Section 3.10‎8.6, 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 applicable Payee Finance Party determines in its absolute discretion will leave it, after such reimbursement, in no better or Payees receives an amount equal to the sum worse position than it would have received been in if such Taxes subject to indemnification and giving rise to such refund had no such withholding or deductions not been made (the “Gross-Up Payment”)deducted, (b) such Borrower shall make such withholding or deductions, and (c) such Borrower shall pay the full amount withheld or deducted 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 to repay to the relevant taxation authority Official Body and agrees to pay any interest, penalties or other authority charges paid by such Finance Party as a result of or related to such payment to such Official Body. No Finance Party shall be under any obligation to arrange its tax affairs in accordance any particular manner so as to claim any refund. 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 LawLaw 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(h). (i) no Borrower The Borrower’s obligations under this Section ‎8.6 shall be obligated to make a Gross-Up Payment in respect of taxes (x) which are imposed upon or measured by survive without limitation the Payee’s net income or capital (including minimum taxes and 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 which the Payee is organized, managed or controlled or in which its applicable lending office is located, or (y) which are imposed by a jurisdiction as a result termination of the Payee otherwise having a present or former connection (Facility and this agreement and all other than a connection arising solely as a result of this Agreement) with such jurisdiction; (ii) [reserved]; Credit Documents and (iii) no Borrower shall be obligated to make any portion the permanent repayment 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, outstanding credit 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 for the account of any Payee under FATCA, (y) any taxes that are (or would be) required under Applicable law then in effect to be withheld with respect to all other amounts payable hereunder in respect of a Payee on under this Agreement or 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 Section 3.14, be entitled to Gross-up Payments under Section 3.10 and indemnification payments under Section 3.12 to the extent that the assignor or seller of such participation is entitled to such amounts as of the date of such assignment or sale of participation; and (z) penalties and interest on the amounts 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 Borrowers shall deliver to Agent the original or a certified copy of a receipt issued by the relevant taxation authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to AgentCredit Documents.

Gross Up for Taxes. (a) Any and all payments made by 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 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, 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 Borrower shall such Taxes are so required to be required by Applicable Law to withhold deducted or deduct any taxes withheld from or in respect of any sum payable under this Agreement Payment made to or any for the benefit of the Other Documents to Agent, Administrative Agent or any Lender, assignee the relevant 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 such Borrower under this Section 8.6(a), whether assessable against such 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 Participant withholding been required; (eachiii) 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 such Borrower to the Administrative Agent or such Lender under this Section 8.6(a)), individuallywithin 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 relevant Borrower but such Taxes are not levied by way of deduction or withholding (all such Taxes being “Payee” and collectively, the “PayeesNon-Withheld Part XIII Taxes”), such Borrower shall pay to the Administrative Agent or such Lender, as the case may be, at the time such 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). (ac) In addition, each Borrower agrees to pay any and all present or future stamp or documentary taxes or excise or property taxes, charges or levies of a similar nature, which arise from any Payment made by it or from the execution, delivery or registration of, or otherwise with respect to, the Credit Documents and the transactions contemplated thereby (any such amounts being hereinafter referred to as “Other Taxes”). (d) Each Borrower hereby indemnifies and holds harmless the Administrative Agent and each Lender, on an after-Taxes basis, for the full amount of Taxes and Other Taxes, including Non-Withheld Part XIII Taxes, interest, penalties and other liabilities, levied, imposed or assessed against (and whether or not paid directly by) the sum payable Administrative Agent or such Lender, as applicable, and for all expenses, resulting from or relating to such Payee Borrower’s failure to: (i) remit to the Administrative Agent or Payeessuch Lender the documentation referred to in Section 8.6(a)(v); (ii) pay any Taxes or Other Taxes when due to the 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 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 such Borrower on account thereof under Section 8.6(b), shall promptly notify such Borrower of such payment, provided, however, that failure to provide such notice shall not detract from, or compromise, the obligations of such 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 a 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 such Borrower, cooperate with such Borrower in challenging such Taxes at such 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 a 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 such Borrower, then the Lender or the Administrative Agent, as the case may be, shall be increased as may be necessary so thatreimburse such Borrower for such amount (if any, after making all required withholding or deductions (including but not exceeding the amount of any withholdings or deductions applicable to additional sums payable payment made under this Section 3.108.6 that gives rise to such refund or credit), net of out-of-pocket expenses of such Lender or the applicable Payee Administrative Agent, as the case may be, which the Administrative Agent or Payees receives an amount equal to such Lender, as the sum case may be, determines in its absolute discretion will leave it, after such reimbursement, in no better or worse position than it would have received been in if such Taxes had no not been exigible. Each 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 such Borrower that the Administrative Agent or such Lender, as the case may be, is required to pay to the relevant Official Body and agrees to pay any interest, penalties or other charges paid by such Lender or the Administrative Agent, as the case may be, as a result of or related to such payment to such Official Body. Neither the Administrative Agent nor any Lender shall be under any obligation to arrange its tax affairs in any particular manner so as to claim any refund or credit. None of the Lenders nor the Administrative Agent shall be obliged to disclose any information regarding its tax affairs or computations to such Borrower or any other Person in connection with this Section 8.6(f) or any other provision of this Section 8.6. (g) Each 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 a 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 such Borrower, deliver to such Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by such 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 deductions been made (the “Grossat a reduced rate of withholding or a reduced rate of Non-Up Payment”)Withheld Part XIII Taxes. In addition, (bi) any Lender, if requested by a Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law (if any) or reasonably requested by such Borrower shall make or the Administrative Agent as will enable such Borrower or the Administrative Agent to determine whether or not such Lender is subject to withholding or deductionsinformation reporting requirements, and (cii) 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 such Borrower shall pay and the full amount withheld or deducted to the relevant taxation authority or other authority Administrative Agent in accordance with Applicable Lawwriting. 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) no Borrower shall be obligated 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 make a Grosswhich they relate. For greater certainty, for example, additional amounts payable under Section 8.6(a) or Non-Up Payment Withheld Part XIII Taxes payable under Section 8.6(b), in respect of taxes 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. (xj) which are imposed upon or measured by Each Borrower’s obligations under this Section 8.6 shall survive without limitation the Payee’s net income or capital (including minimum taxes and 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 which the Payee is organized, managed or controlled or in which its applicable lending office is located, or (y) which are imposed by a jurisdiction as a result termination of the Payee otherwise having a present or former connection (Credit Facilities and this agreement and all other than a connection arising solely as a result of this Agreement) with such jurisdiction; (ii) [reserved]; Credit Documents and (iii) no Borrower shall be obligated to make any portion the permanent repayment 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, outstanding credit 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 for the account of any Payee under FATCA, (y) any taxes that are (or would be) required under Applicable law then in effect to be withheld with respect to all other 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 Section 3.14, be entitled to Gross-up Payments under Section 3.10 and indemnification payments under Section 3.12 to the extent that the assignor or seller of such participation is entitled to such amounts as of the date of such assignment or sale of participation; and (z) penalties and interest on the amounts 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 Borrowers shall deliver to Agent the original or a certified copy of a receipt issued by the relevant taxation authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Agenthereunder.

Gross Up for Taxes. All payments of principal and interest on the Advances and all other amounts payable hereunder or any other Loan Document shall be made free and clear of and without deduction for any Taxes, except as required by applicable Law. If any Borrower shall withholding or deduction from any payment to be made by any Loan Party hereunder or under any other Loan Document is required by Applicable Law to withhold or deduct any taxes from or in respect of any sum payable under this Agreement Taxes pursuant to any applicable Law, then the applicable Loan Party will (i) pay directly to the relevant Governmental Authority the full amount required to be so withheld 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”)deducted, (aii) the sum payable promptly forward to Agent and any applicable Lender an official receipt or other documentation satisfactory to Agent or such Lender evidencing such payment to such Payee authority, and (iii) if the Tax is an Indemnified Tax, pay to Agent for the account of Agent and each applicable Lender such additional amount or Payees, amounts as is necessary to ensure that 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), net amount actually received by Agent and each Lender will equal the applicable Payee or Payees receives an full amount equal to the sum it Agent and such Lender would have received had no such withholding or deductions deduction been made required. The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable Law, or at the option of Agent timely reimburse it for the payment of, any Other Taxes. If any Indemnified Taxes are directly asserted against Agent or any Lender (or any of its Affiliates) with respect to a payment received hereunder or any other Loan Document or with respect to, or arising from, the “Gross-Up Payment”)obligations of the Loan Parties under any Loan Document, (b) the Loan Parties shall jointly and severally indemnify Agent or such Borrower shall make such withholding or deductionsLender, and (c) such Borrower shall pay within 10 days after demand therefor, for the full amount withheld or deducted to the relevant taxation authority or other authority in accordance with Applicable Law. Notwithstanding the foregoing, (i) no Borrower shall be obligated to make a Gross-Up Payment in respect of taxes (x) which are imposed upon or measured by the Payee’s net income or capital any Indemnified Taxes (including minimum taxes and similar taxes Taxes imposed in lieu thereof), branch profits taxes or franchise taxes, in each case imposed by a jurisdiction (asserted on or political subdivision thereof) under the laws of which the Payee is organized, managed or controlled or in which its applicable lending office is located, or (y) which are imposed by a jurisdiction as a result of the Payee otherwise having a present or former connection (other than a connection arising solely as a result of this Agreement) with such jurisdiction; (ii) [reserved]; and (iii) no Borrower shall be obligated to make any portion of the Gross-Up Payment that is attributable to (wamounts payable under this Section) any tax that would not have been payable or applicable had the applicable Payee paid by Agent or Payees been eligible forsuch Lender and any reasonable, and properly and timely claimed, a complete exemption out-of-pocket expenses arising therefrom or with respect thereto pursuant to Section 3.11 hereof(including reasonable, (x) any taxes imposed on any amount payable to out-of-pocket attorneys’ or for the account of any Payee under FATCA, (y) any taxes that are (or would be) required under Applicable law then in effect to be withheld 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 Section 3.14, be entitled to Gross-up Payments under Section 3.10 tax advisor fees and indemnification payments under Section 3.12 to the extent that the assignor or seller of such participation is entitled to such amounts as of the date of such assignment or sale of participation; and (z) penalties and interest on the amounts described as not eligible for a Gross-up Payment in clauses (iexpenses), (ii) whether or (iii) hereof. As soon as practicable after making not such withholding Indemnified Taxes were correctly or deduction, the Borrowers shall deliver to Agent the original legally imposed or a certified copy of a receipt issued asserted by the relevant taxation authority evidencing such payment, a copy Governmental Authority. A certificate as to the amount of the return reporting such payment or other evidence of such payment reasonably satisfactory liability delivered to Borrower by a Lender (with a copy to Agent), or by Agent on its own behalf or on behalf of a Lender, shall be conclusive and binding absent manifest error.

Gross Up for Taxes. (a) Any and all payments made by 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 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, 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 Borrower shall such Taxes are so required to be required by Applicable Law to withhold deducted or deduct any taxes withheld from or in respect of any sum payable under this Agreement Payment made to or any for the benefit of the Other Documents to Agent, Administrative Agent or any Lender, assignee the relevant 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 such Borrower under this Section 8.6(a), whether assessable against such 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 Participant withholding been required; (eachiii) 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 such Borrower to the Administrative Agent or such Lender under this Section 8.6(a)), individuallywithin 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 relevant Borrower but such Taxes are not levied by way of deduction or withholding (all such Taxes being “Payee” and collectively, the “PayeesNon-Withheld Part XIII Taxes”), such Borrower shall pay to the Administrative Agent or such Lender, as the case may be, at the time such 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). (ac) In addition, each Borrower agrees to pay any and all present or future stamp or documentary taxes or excise or property taxes, charges or levies of a similar nature, which arise from any Payment made by it or from the execution, delivery or registration of, or otherwise with respect to, the Credit Documents and the transactions contemplated thereby (any such amounts being hereinafter referred to as “Other Taxes”). (d) Each Borrower hereby indemnifies and holds harmless the Administrative Agent and each Lender, on an after-Taxes basis, for the full amount of Taxes and Other Taxes, including Non-Withheld Part XIII Taxes, interest, penalties and other liabilities, levied, imposed or assessed against (and whether or not paid directly by) the sum payable Administrative Agent or such Lender, as applicable, and for all expenses, resulting from or relating to such Payee Borrower's failure to: (i) remit to the Administrative Agent or Payeessuch Lender the documentation referred to in Section 8.6(a)(v); (ii) pay any Taxes or Other Taxes when due to the 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 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 such Borrower on account thereof under Section 8.6(b), shall promptly notify such Borrower of such payment, provided, however, that failure to provide such notice shall not detract from, or compromise, the obligations of such 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 a 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 such Borrower, cooperate with such Borrower in challenging such Taxes at such 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 a 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 such Borrower, then the Lender or the Administrative Agent, as the case may be, shall be increased as may be necessary so thatreimburse such Borrower for such amount (if any, after making all required withholding or deductions (including but not exceeding the amount of any withholdings or deductions applicable to additional sums payable payment made under this Section 3.108.6 that gives rise to such refund or credit), net of out-of-pocket expenses of such Lender or the applicable Payee Administrative Agent, as the case may be, which the Administrative Agent or Payees receives an amount equal to such Lender, as the sum case may be, determines in its absolute discretion will leave it, after such reimbursement, in no better or worse position than it would have received been in if such Taxes had no not been exigible. Each 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 such Borrower that the Administrative Agent or such Lender, as the case may be, is required to pay to the relevant Official Body and agrees to pay any interest, penalties or other charges paid by such Lender or the Administrative Agent, as the case may be, as a result of or related to such payment to such Official Body. Neither the Administrative Agent nor any Lender shall be under any obligation to arrange its tax affairs in any particular manner so as to claim any refund or credit. None of the Lenders nor the Administrative Agent shall be obliged to disclose any information regarding its tax affairs or computations to such Borrower or any other Person in connection with this Section 8.6(f) or any other provision of this Section 8.6. (g) Each 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 a 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 such Borrower, deliver to such Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by such 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 deductions been made (the “Grossat a reduced rate of withholding or a reduced rate of Non-Up Payment”)Withheld Part XIII Taxes. In addition, (bi) any Lender, if requested by a Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law (if any) or reasonably requested by such Borrower shall make or the Administrative Agent as will enable such Borrower or the Administrative Agent to determine whether or not such Lender is subject to withholding or deductionsinformation reporting requirements, and (cii) 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 such Borrower shall pay and the full amount withheld or deducted to the relevant taxation authority or other authority Administrative Agent in accordance with Applicable Lawwriting. 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) no Borrower shall be obligated 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 make a Grosswhich they relate. For greater certainty, for example, additional amounts payable under Section 8.6(a) or Non-Up Payment Withheld Part XIII Taxes payable under Section 8.6(b), in respect of taxes 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. (xj) which are imposed upon or measured by Each Borrower's obligations under this Section 8.6 shall survive without limitation the Payee’s net income or capital (including minimum taxes and 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 which the Payee is organized, managed or controlled or in which its applicable lending office is located, or (y) which are imposed by a jurisdiction as a result termination of the Payee otherwise having a present or former connection (Credit Facilities and this agreement and all other than a connection arising solely as a result of this Agreement) with such jurisdiction; (ii) [reserved]; Credit Documents and (iii) no Borrower shall be obligated to make any portion the permanent repayment 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, outstanding credit 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 for the account of any Payee under FATCA, (y) any taxes that are (or would be) required under Applicable law then in effect to be withheld with respect to all other 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 Section 3.14, be entitled to Gross-up Payments under Section 3.10 and indemnification payments under Section 3.12 to the extent that the assignor or seller of such participation is entitled to such amounts as of the date of such assignment or sale of participation; and (z) penalties and interest on the amounts 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 Borrowers shall deliver to Agent the original or a certified copy of a receipt issued by the relevant taxation authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Agenthereunder.

Gross Up for Taxes. (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 benefit of a Finance Party shall be made without set-off or counterclaim, and free and clear of, and without deduction or withholding 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 Borrower shall such Taxes are so required to be required by Applicable Law to withhold deducted or deduct any taxes withheld from or in respect of any sum payable Payment made to or for the benefit of a Finance Party, the Borrower shall: (i) promptly notify the Administrative Agent of such requirement; (ii) 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 Taxes, including the full amount of any Taxes required to be deducted or withheld from any additional amount paid by the Borrower under this Agreement Section 8.6(a), whether assessable against the Borrower or such Finance Party) equals the full amount the Finance Party, 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 Finance Party under this Section 8.6(a)), within the time period required by Applicable Law; and (v) as promptly as possible thereafter, forward to the relevant Finance Party an original official receipt (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) If any Finance Party is subject to Taxes under Part XIII of the Tax Act (or any of the Other Documents to Agent, or any Lender, assignee successor part) in respect of any Lender, Payment made by the Borrower but such Taxes are not levied by way of deduction or Participant withholding (each, individually, a all such Taxes being “Payee” and collectively, the “PayeesNon-Withheld Part XIII Taxes”), (a) the sum payable Borrower shall pay to the Administrative Agent or such Payee or PayeesFinance Party, as the case may be, shall be increased 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 Finance Party, as the case may be necessary so thatbe, after making all required withholding or deductions (including any withholdings or deductions applicable 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 sums amount payable under this Section 3.108.6(b). (c) In addition, the Borrower agrees to pay any and all present or future Other Taxes. (d) The Borrower hereby indemnifies and holds harmless each Finance Party, on an after-Taxes basis, for the full amount of Taxes and Other Taxes, including Non-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 Finance Party, as applicable, and for all expenses, resulting from or relating to the Borrower’ 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 relevant Official Body (including, without limitation, any Taxes imposed by any Official Body on amounts payable under this Section 8.6(b); or (iii) pay to the Administrative Agent or applicable Finance Party 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 Finance Party who pays any Taxes or Other Taxes (other than Non-Withheld Part XIII Taxes), and the applicable Payee Administrative Agent or Payees receives an any Finance Party who pays any Non-Withheld Part XIII Taxes in excess of the amount equal (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 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 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 sum 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 Finance Party shall, if so requested by the Borrower, cooperate with the Borrower in challenging such Taxes at the Borrower’s expense. (f) If any Finance Party 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 the Finance Party is attributable to the 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 or credit), 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 received been in if such Taxes had no not been exigible. The Borrower, upon the request of a Finance Party, agrees to repay such withholding Finance Party any portion of any such refund or deductions been made (credit paid over to the “Gross-Up Payment”), (b) such Borrower shall make such withholding or deductions, and (c) such Borrower shall that a Finance Party is required to pay the full amount withheld or deducted to the relevant taxation authority Official Body and agrees to pay any interest, penalties or other authority in accordance with Applicable Lawcharges paid by such Finance Party as a result of or related to such payment to such Official Body. Notwithstanding the foregoing, (i) no Borrower No Finance Party shall be obligated under any obligation to make a Grossarrange its tax affairs in any particular manner so as to claim any refund or credit. 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) The Borrower also hereby indemnifies and holds harmless each Finance Party, on an after-Up Payment in respect of Taxes basis, for any additional taxes (x) which are imposed upon or measured by the Payee’s on net income or capital (including minimum taxes and similar taxes imposed in lieu thereof), branch profits taxes or franchise taxes, in each case imposed by a jurisdiction (or political subdivision thereof) under that the laws of which the Payee is organized, managed or controlled or in which its applicable lending office is located, or (y) which are imposed by a jurisdiction Finance Party may be obliged to pay as a result of the Payee otherwise having a present or former connection receipt of amounts under this Section 8.6. (other than a connection arising solely as a result of this Agreementh) with such jurisdiction; (ii) [reserved]; and (iii) no Borrower shall be obligated to make any portion of the Gross-Up Payment Any Finance Party that is attributable to (w) any tax that would not have been payable or applicable had the applicable Payee or Payees been eligible for, 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 for the account of any Payee under FATCA, (y) any taxes that are (or would be) required under Applicable law then in effect to be withheld 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 Section 3.14, be entitled to Gross-up Payments under Section 3.10 and indemnification payments under Section 3.12 to the extent that the assignor or seller of such participation is entitled to such amounts as an exemption from or reduction of the date of such assignment withholding Taxes, Non-Withheld Part XIII Taxes or sale of participation; and Other Taxes (z) penalties and interest on the amounts 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 Borrowers shall deliver to Agent the original or a certified copy of a receipt issued by the relevant taxation authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Agent.collectively,

Gross Up for Taxes. All payments of principal and interest on the Advances and all other amounts payable hereunder or any other Loan Document shall be made free and clear of and without deduction for any Taxes, except as required by applicable Law. If any Borrower shall withholding or deduction from any payment to be made by any Loan Party hereunder or under any other Loan Document is required by Applicable Law to withhold or deduct any taxes from or in respect of any sum payable under this Agreement 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 any of the Other Documents to Agent, or any Lender, assignee of any Lender, or Participant (each, individually, a “Payee” and collectively, the “Payees”)deducted, (aii) the sum payable promptly forward to Lender an official receipt or other documentation satisfactory to Lender evidencing such payment to such Payee authority, and (iii) if the Tax is an Indemnified Tax, pay to Lender such additional amount or Payees, amounts as is necessary to ensure that 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), net amount actually received by Lender will equal the applicable Payee or Payees receives an full amount equal to the sum it Lender would have received had no such withholding or deductions deduction been made 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 the payment of, any Other Taxes. If any Indemnified 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, or arising from, the “Gross-Up Payment”)obligations of the Loan Parties under any Loan Document, (b) such Borrower the Loan Parties shall make such withholding or deductionsjointly and severally indemnify Lender, and (c) such Borrower shall pay within 10 days after written demand therefor, for the full amount withheld or deducted to the relevant taxation authority or other authority in accordance with Applicable Law. Notwithstanding the foregoing, (i) no Borrower shall be obligated to make a Gross-Up Payment in respect of taxes (x) which are imposed upon or measured by the Payee’s net income or capital any Indemnified Taxes (including minimum taxes and similar taxes Taxes imposed in lieu thereof), branch profits taxes or franchise taxes, in each case imposed by a jurisdiction (asserted on or political subdivision thereof) under the laws of which the Payee is organized, managed or controlled or in which its applicable lending office is located, or (y) which are imposed by a jurisdiction as a result of the Payee otherwise having a present or former connection (other than a connection arising solely as a result of this Agreement) with such jurisdiction; (ii) [reserved]; and (iii) no Borrower shall be obligated to make any portion of the Gross-Up Payment that is attributable to (wamounts payable under this Section) any tax that would not have been payable or applicable had the applicable Payee paid by Xxxxxx and any reasonable, out-of-pocket expenses arising therefrom or Payees been eligible for, and properly and timely claimed, a complete exemption with respect thereto pursuant to Section 3.11 hereof(including reasonable, (x) any taxes imposed on any amount payable to out-of-pocket attorneys' or for the account of any Payee under FATCA, (y) any taxes that are (or would be) required under Applicable law then in effect to be withheld 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 Section 3.14, be entitled to Gross-up Payments under Section 3.10 tax advisor fees and indemnification payments under Section 3.12 to the extent that the assignor or seller of such participation is entitled to such amounts as of the date of such assignment or sale of participation; and (z) penalties and interest on the amounts described as not eligible for a Gross-up Payment in clauses (iexpenses actually incurred), (ii) whether or (iii) hereof. As soon as practicable after making not such withholding Indemnified Taxes were correctly or deduction, the Borrowers shall deliver to Agent the original legally imposed or a certified copy of a receipt issued asserted by the relevant taxation authority evidencing such payment, a copy Governmental Authority. A certificate as to the amount of the return reporting such payment or other evidence of such payment reasonably satisfactory liability delivered to AgentBorrower by Lender shall be conclusive and binding absent manifest error.

Gross Up for Taxes. If any Borrower Loan 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 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)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) such Borrower Loan Party shall make such withholding or deductions, and (c) such 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, (i) no Borrower shall be obligated to make a Gross-Up Payment in respect of taxes (x) which are imposed upon or measured by the Payee’s net income or capital (including minimum taxes and 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 which the Payee is organized, managed or controlled or in which its applicable lending office is located, or (y) which are imposed by a jurisdiction as a result of the Payee otherwise having a present or former connection (other than a connection arising solely as a result of this Agreement) with such jurisdiction; (ii) [reserved]; and (iii) no Borrower shall be obligated to make any portion of the Gross-Up Payment to the extent that (i) 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 lending office of such Payee, the date such Payee designated such new lending office with respect to the Advances 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 lending 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 lending office, would have been entitled to receive in the absence of such transfer, participation or designation, (ii) the obligation to pay such Gross-Up Payment would not have arisen but for a failure of by such Payee to comply with Section 3.11 hereof, or (iii) that is attributable to taxes imposed under FATCA (w) or any tax amendment thereto or successor version thereof that would not have been payable or applicable had the applicable Payee or Payees been eligible for, is substantively comparable to FATCA and properly and timely claimed, a complete exemption with respect thereto pursuant to Section 3.11 hereof, which compliance is not materially more onerous) or (xiv) any that are taxes imposed on any amount payable to or for the account measured by net income (however denominated), franchise taxes, or branch profits taxes imposed as a result of any Payee being organized under FATCAthe 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 such Payee and the jurisdiction imposing such tax (y) other than a connection arising solely from such Payee having executed, delivered, become a party to, performed its obligations under, received payments under, perfected a security interest under or enforced any taxes that are (or would be) required under Applicable law then in effect to be withheld 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 Section 3.14, be entitled to Gross-up Payments under Section 3.10 and indemnification payments under Section 3.12 to the extent that the assignor or seller of such participation is entitled to such amounts as of the date of such assignment or sale of participation; and (z) penalties and interest on the amounts described as not eligible for a Gross-up Payment in clauses (iOther Document), (ii) or (iii) hereof. As soon as practicable after making such withholding or deduction, the Borrowers shall deliver to Agent the original or a certified copy of a receipt issued by the relevant taxation authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Agent.

Gross Up for Taxes. (a) Any and all payments made by any Borrower under this agreement or under any other Finance Document (any such payment being hereinafter referred to as a “Payment”) to or for the 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, 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 Borrower shall such Taxes are so required to be required by Applicable Law to withhold deducted or deduct any taxes withheld from or in respect of any sum payable under this Agreement Payment made to or any for the benefit of the Other Documents to Agent, Administrative Agent or any Lender, assignee 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 Participant withholding been required; (eachiii) 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)), individuallywithin 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 “Payee” and collectively, the “PayeesNon-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). (ac) In addition, the Borrower agrees to pay any and all present or future stamp or documentary taxes or excise or property taxes, charges or levies of a similar nature, which arise from any Payment made by it or from the execution, delivery or registration of, or otherwise with respect to, the Finance 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, on an after-Taxes basis, for the full amount of Taxes and Other Taxes, including Non-Withheld Part XIII Taxes, interest, penalties and other liabilities, levied, imposed or assessed against (and whether or not paid directly by) the sum 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 Lender the documentation referred to in Section 8.6(a)(v); (ii) pay any Taxes or Other Taxes when due to the 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 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 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 Payee payment made by the Borrower, then the Lender or Payeesthe Administrative Agent, as the case may be, shall be increased as may be necessary so thatreimburse the Borrower for such amount (if any, after making all required withholding or deductions (including but not exceeding the amount of any withholdings or deductions applicable to additional sums payable payment made under this Section 3.108.6 that gives rise to such refund or credit), net of out-of-pocket expenses of such Lender or the applicable Payee Administrative Agent, as the case may be, which the Administrative Agent or Payees receives an amount equal to such Lender, as the sum case may be, determines in its absolute discretion will leave it, after such reimbursement, in no better or worse position than it would have received been in if such Taxes had no 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 to pay to the relevant Official Body and agrees to pay any interest, penalties or other charges paid by such Lender or the Administrative Agent, as the case may be, as a result of or related to such payment to such Official Body. Neither the Administrative Agent nor any Lender shall be under any obligation to arrange its tax affairs in any particular manner so as to claim any refund or credit. 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, 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 deductions been made (the “Grossat a reduced rate of withholding or a reduced rate of Non-Up Payment”)Withheld Part XIII Taxes. In addition, (bi) 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 shall make 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 deductionsinformation reporting requirements, and (cii) such 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 shall pay and the full amount withheld or deducted to the relevant taxation authority or other authority Administrative Agent in accordance with Applicable Lawwriting. 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) no Borrower shall be obligated 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 make a Grosswhich they relate. For greater certainty, for example, additional amounts payable under Section 8.6(a) or Non-Up Payment Withheld Part XIII Taxes payable under Section 8.6(b), in respect of taxes 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. (xj) which are imposed upon or measured by The Borrower’s obligations under this Section 8.6 shall survive without limitation the Payee’s net income or capital (including minimum taxes and 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 which the Payee is organized, managed or controlled or in which its applicable lending office is located, or (y) which are imposed by a jurisdiction as a result termination of the Payee otherwise having a present or former connection (Finance Facilities and this agreement and all other than a connection arising solely as a result of this Agreement) with such jurisdiction; (ii) [reserved]; Finance Documents and (iii) no Borrower shall be obligated to make any portion the permanent repayment 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, outstanding credit 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 for the account of any Payee under FATCA, (y) any taxes that are (or would be) required under Applicable law then in effect to be withheld with respect to all other 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 Section 3.14, be entitled to Gross-up Payments under Section 3.10 and indemnification payments under Section 3.12 to the extent that the assignor or seller of such participation is entitled to such amounts as of the date of such assignment or sale of participation; and (z) penalties and interest on the amounts 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 Borrowers shall deliver to Agent the original or a certified copy of a receipt issued by the relevant taxation authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Agenthereunder.