Common use of Grossing-up of Payments Clause in Contracts

Grossing-up of Payments. If Company or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company to Administrative Agent or any Lender under any of the Loan Documents: (a) Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company becomes aware of it; (b) Company shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on Company) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (c) the sum payable by Company in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, Company shall deliver to Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Lender under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Grossing-up of Payments. If Company the Borrower or any other Person is required by law to make any deduction or withholding on account of any such Non-Excluded Tax from any sum paid or payable by Company the Borrower to the Administrative Agent or any Lender under any of the Loan Documents: (a) Company the Borrower shall promptly notify the Administrative Agent of any such requirement or any change in any such requirement as soon as Company becomes aware of itrequirement; (b) Company the Borrower shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on Companythe Borrower) for its own account or (if that liability is imposed on the Administrative Agent or such Lender, as the case may be) on behalf of and in the name of the Administrative Agent or such Lender; (c) the sum payable by Company the Borrower in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, the Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; (d) the Borrower shall indemnify each such Lender, within 30 days after demand by such Lender therefor, for the full amount of any Non-Excluded Tax paid or incurred by such Lender with respect to any payment by or obligation of the Borrower under the Loan Documents (including any Non-Excluded Tax imposed or asserted on or attributable to amounts payable under this Section 2.5) and any reasonable expenses arising therefrom or with respect thereto (such demand to be made on a certificate stating the amount of such Non-Excluded Tax, which shall be conclusive and binding upon all parties hereto absent manifest error), whether or not such Non-Excluded Tax was correctly or legally imposed or asserted by the relevant Governmental Authority; and (de) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, Company the Borrower shall deliver to the Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Lender under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Grossing-up of Payments. If Company or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company to Administrative Agent or any Lender under any of the Loan Documents: (a) Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company becomes aware of it; (b) Company shall pay any such Tax before the date on which penalties attach theretowhen such Tax is due, such payment to be made (if the liability to pay is imposed on Company) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (c) the sum payable by Company in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, Company shall deliver to Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Lender under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at on the date of this Agreement or at the date of on which such Assignment Agreement, as the case may be, Lender became a Lender in respect of payments to such Lender.

Grossing-up of Payments. If Company If: (a) any Borrower or any other Person is required by law to make any deduction or withholding on account of any such Tax taxes from any sum paid or expressed to be payable by Company the applicable Borrower to Administrative Agent or any Lender under this Agreement; or (b) any party to this Agreement (or any Person on its behalf) other than any Borrower is required by law to make any deduction or withholding from, or any payment on or calculated by reference to the amount of, any such sum received or receivable (other than on account of the Loan Documentsany excluded taxes) by any Lender under this Agreement then: (ai) Company the applicable party shall notify Administrative the Agent and, if such party is not the applicable Borrower, the Agent will notify the applicable Borrower of any such requirement or any change in any such requirement as soon as Company such party becomes aware of it; (bii) Company the applicable Borrower shall pay any such Tax taxes before the later of (i) the date on which penalties attach theretoattached thereto become due and payable or (ii) fifteen (15) days after the date of receipt by the applicable Borrower of such written notification provided by the Agent in accordance with paragraph (i) if such applicable party is not the applicable Borrower, such payment to be made (if the liability to pay is imposed on Companysuch Borrower) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may beany party to this Agreement) on behalf of and in the name of Administrative Agent or such Lender;that party; and (ciii) the sum payable by Company the applicable Borrower in respect of which the relevant deduction, withholding or payment is required shall (except, in the case of any such payment, to the extent that the amount thereof is not ascertainable when that sum is paid) be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, that party receives on the due date and retains (free from any liability in respect of any such deduction, withholding or payment) a net sum equal to what that which it would have received and so retained had no such deduction, withholding or payment been required or made; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, Company shall deliver to Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Lender under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Grossing-up of Payments. If Company Except as otherwise provided in Section 3.01(c), if: (i) any Borrower or any other Person is required by law to make any deduction or withholding on account of any such Tax Taxes from any sum paid or expressed to be payable by Company such Borrower to Administrative Agent or any Lender under this Credit Agreement, or (ii) any party to this Credit Agreement (or any Person on its behalf) other than a Borrower is required by law to deduct or withhold any Tax from, or make a payment of the Loan DocumentsTaxes with respect to, any such sum received or receivable by any Lender under this Credit Agreement: (aA) Company the applicable party shall notify the Administrative Agent and, if such party is not the applicable Borrower, the Administrative Agent will notify the applicable Borrower of any such requirement or any change in any such requirement as soon as Company such party becomes aware of it; (bB) Company the applicable Borrower shall pay any such Tax all Taxes before the date on which penalties attach theretoattached thereto become due and payable, such payment to be made (if the liability to pay is imposed on Companysuch Borrower) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may beany other party to this Credit Agreement) on behalf of and in the name of Administrative Agent or such Lenderthat party; (cC) the sum payable by Company the applicable Borrower in respect of which the relevant deduction, withholding or payment is required shall (except, in the case of any such payment, to the extent that the amount thereof is not ascertainable when that sum is paid) be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, that party receives on the due date and retains (free from any liability in respect of any such deduction, withholding or payment of Taxes) a net sum equal to what that which it would have received and so retained had no such deduction, withholding or payment of Taxes been required or made; and (dD) within 30 thirty days after paying payment of any sum from which it the applicable Borrower is required by law to make any deduction or withholdingwithholding of Taxes, and within 30 thirty days after the due date of payment of any Tax or other amount which it is required by clause to pay pursuant to the foregoing subsection (bB) above to payof this Section 3.01(b), Company the applicable Borrower shall deliver to the Administrative Agent all such certified documents and other evidence as to the making of such deduction, withholding or payment as (x) are satisfactory to the other affected parties as proof of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be , and (y) are required to be paid to any Lender under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in by any such requirement for party to enable it to claim a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of tax credit with respect to such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lenderpayment.

Grossing-up of Payments. If Company or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company to Administrative Agent or any Lender under any of the Loan Documents: (a) Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company becomes aware of it; (b) Company shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on Company) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lenderaccount; (cb) the sum payable by Company in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (dc) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and or within 30 days after the due date of payment of any Tax which it is required by clause (ba) above to paypay (whichever is later), Company shall deliver to Administrative Agent evidence available to the Company reasonably satisfactory to the other affected parties Administrative Agent of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided PROVIDED that no such additional amount shall be required to be paid to any Lender or Agent under clause (cb) above except to the extent that any change after the date hereof (in the case of each Lender and Agent listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such LenderLender or Agent.

Grossing-up of Payments. If Company the Borrower or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company the Borrower to the Administrative Agent or any Lender under any of the Loan Documents: (ai) Company the Borrower shall notify the Administrative Agent and such Lender of any such requirement or any change in any such requirement as soon as Company the Borrower becomes aware of it; (bii) Company the Borrower shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on Companythe Borrower) for its own account or (if that liability is imposed on the Administrative Agent or such Lender, as the case may be) on behalf of and in the name of the Administrative Agent or such Lender, as the case may be; (ciii) the sum payable by Company the Borrower to the Administrative Agent or a Lender in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, the Administrative Agent or such Lender, as the case may be, receives on the due date therefor a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (div) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (bii) above to pay, Company the Borrower shall deliver to the Administrative Agent and the applicable Lender evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Lender under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.Governmental Authority;

Grossing-up of Payments. If Company or any other Person is ----------------------- required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company to Administrative Agent or any Lender under any of the Loan Documents: (a) Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company becomes aware of it; (b) Company shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on Company) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (c) the sum payable by Company in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, Company shall deliver to Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any -------- Lender under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Grossing-up of Payments. If Company Borrower or any other Person is required by law to make any deduction or withholding on account of any such Tax tax from any sum paid or payable by Company Borrower to the Administrative Agent or any Lender Syndication Party under any of the Loan Documents: (a) Company Borrower shall notify the Administrative Agent of any such requirement or any change in any such requirement as soon as Company Borrower becomes aware of it; (b) Company Borrower shall pay any such Tax before the date on which penalties attach theretotax when such tax is due, such payment to be made (if the liability to pay is imposed on CompanyBorrower) for its own account or (if that liability is imposed on the Administrative Agent or such LenderSyndication Party, as the case may be) on behalf of and in the name of the Administrative Agent or such LenderSyndication Party; (c) the sum payable by Company Borrower in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, the Administrative Agent or such LenderSyndication Party, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (d) within 30 thirty (30) days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 thirty (30) days after the due date of payment of any Tax tax which it is required by clause (b) above to pay, Company Borrower shall deliver to the Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Lender Syndication Party under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender Syndication Party became a Lender (in the case of each other Lender) Syndication Party in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of on which such Assignment Agreement, as the case may beSyndication Party became a Syndication Party, in respect of payments to such Lender.Syndication Party

Grossing-up of Payments. If Company or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company to Administrative Agent or any Lender under any of the Loan Documents: (a) Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company becomes aware of it; (b) Company shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on Company) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (c) the sum payable by Company in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, Company shall deliver to Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Lender under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Grossing-up of Payments. If Company or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company to Administrative Agent or any Lender under any of the Loan Documents: (a) Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company becomes aware of it; (b) Company shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on Company) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (c) the sum payable by Company in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, Company shall deliver to Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Lender under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Grossing-up of Payments. If Company or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company to Administrative Agent or any Lender under any of the Loan Documents: (a) Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company becomes aware of it; (b) Company shall pay any such Tax before the date on which penalties attach theretowhen such Tax is due, such payment to be made (if the liability to pay is imposed on Company) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (c) the sum payable by Company in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, Company shall deliver to Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Lender under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at on the date of this Agreement or at the date of on which such Assignment Agreement, as the case may beLender became a Lender, in respect of payments to such Lender.

Grossing-up of Payments. If Company or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company to Administrative Agent or any Lender under any of the Loan Documents: (a) Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company becomes aware of it; (b) Company shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on Company) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (c) the sum payable by Company in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, Company shall deliver to Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided PROVIDED that no such additional amount shall be required to be paid to any Lender under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Grossing-up of Payments. If Company Except as otherwise provided in Section 3.01(c), if: (i) any Borrower or any other Person is required by law to make any deduction or withholding on account of any such Tax Taxes from any sum paid or expressed to be payable by Company such Borrower to Administrative Agent or any Lender under this Credit Agreement, or (ii) any party to this Credit Agreement (or any Person on its behalf) other than a Borrower is required by law to deduct or withhold any Tax from, or make a payment of the Loan DocumentsTaxes with respect to, any such sum received or receivable by any Lender under this Credit Agreement: (aA) Company the applicable party shall notify the Administrative Agent and, if such party is not the applicable Borrower, the Administrative Agent will notify the applicable Borrower of any such requirement or any change in any such requirement as soon as Company such party becomes aware of it; (bB) Company the applicable Borrower shall pay any such Tax all Taxes before the date on which penalties attach theretoattached thereto become due and payable, such payment to be made (if the liability to pay is imposed on Companysuch Borrower) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may beany other party to this Credit Agreement) on behalf of and in the name of Administrative Agent or such Lenderthat party; (cC) the sum payable by Company the applicable Borrower in respect of which the relevant deduction, withholding or payment is required shall (except, in the case of any such payment, to the extent that the amount thereof is not ascertainable when that sum is paid) be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, that party receives on the due date and retains (free from any liability in respect of any such deduction, withholding or payment of Taxes) a net sum equal to what that which it would have received and so retained had no such deduction, withholding or payment of Taxes been required or made; and (dD) within 30 thirty days after paying payment of any sum from which it the applicable Borrower is required by law to make any deduction or withholdingwithholding of Taxes, and within 30 thirty days after the due date of payment of any Tax or other amount which it is required by clause to pay pursuant to the foregoing subsection (bB) above of this Section 3.01(b), the applicable Borrower shall, to paythe extent it is legally entitled to do so, Company shall deliver to the Administrative Agent all such certified documents and other evidence as to the making of such deduction, withholding or payment as (x) are reasonably satisfactory to the other affected parties as proof of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be , and (y) are required to be paid to any Lender under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in by any such requirement for party to enable it to claim a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of tax credit with respect to such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lenderpayment.

Grossing-up of Payments. If Company or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company to Administrative Agent or any Lender under any of the Loan Documents: (a) Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company becomes aware of it; (b) Company shall pay any such Tax before the date on which penalties attach theretowhen such Tax is due, such payment to be made (if the liability to pay is imposed on Company) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (c) the sum payable by Company in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, Company shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Lender under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at on the date of this Agreement or at the date of on which such Assignment Agreement, as the case may beLender became a Lender, in respect of payments to such Lender.

Grossing-up of Payments. If Company any Borrower or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company Borrowers to Administrative Agent or any Lender under any of the Loan Documents: (a) Company Borrowers shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company becomes Borrowers become aware of it; (b) Company Borrowers shall pay any such Tax before the date on which penalties attach theretowhen such Tax is due, such payment to be made (if the liability to pay is imposed on Companyany Borrower) for its their own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (c) the sum payable by Company Borrowers in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (d) within 30 days after paying any sum from which it is any or all of them are required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is any or all of them are required by clause (b) above to pay, Company Borrowers shall deliver to Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Lender under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Grossing-up of Payments. If Company Borrower or any other Person is required by law to make any deduction or withholding on account of any such Tax tax from any sum paid or payable by Company Borrower to the Administrative Agent or any Lender Syndication Party under any of the Loan Documents: (a) Company Borrower shall notify the Administrative Agent of any such requirement or any change in any such requirement as soon as Company Borrower becomes aware of it; (b) Company Borrower shall pay any such Tax before the date on which penalties attach theretotax when such tax is due, such payment to be made (if the liability to pay is imposed on CompanyBorrower) for its own account or (if that liability is imposed on the Administrative Agent or such LenderSyndication Party, as the case may be) on behalf of and in the name of the Administrative Agent or such LenderSyndication Party; (c) the sum payable by Company Borrower in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, the Administrative Agent or such LenderSyndication Party, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (d) within 30 thirty (30) days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 thirty (30) days after the due date of payment of any Tax tax which it is required by clause (b) above to pay, Company Borrower shall deliver to the Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Lender Syndication Party under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender Syndication Party became a Lender (in the case of each other Lender) Syndication Party in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of on which such Assignment Agreement, as the case may beSyndication Party became a Syndication Party, in respect of payments to such LenderSyndication Party.

Grossing-up of Payments. If Company any Loan Party or any other Person Administrative Agent determines, in its sole discretion exercised in good faith, that it is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company to Administrative Agent or any Lender it under any of the Loan Documents: (a) Company Such Loan Party shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company within a reasonable time after such Loan Party becomes aware of it; (b) Company Such Loan Party or Administrative Agent, as the case may be, shall pay the full amount of any such Tax before the date on which penalties attach theretowhen such Tax is due, such payment to be made (if the liability to pay is imposed on Companysuch Loan Party) for its own account or (if that liability is imposed on Administrative Agent or such a Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (c) if the Tax is an Indemnified Tax, the sum payable by Company such Loan Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or paymentpayment (including Taxes imposed on or asserted on or attributable to amounts payable under this subsection 2.7B(ii)), Administrative Agent or such the applicable Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (d) within 30 days as soon as practicable after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any such Tax which it is required by clause (b) above to paya Governmental Authority, Company such Loan Party shall deliver to Administrative Agent and any affected party the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the other Administrative Agent and such affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authorityparty; provided that no such additional amount shall be required to be paid to any Lender under clause (cthis subsection 2.7B(ii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein herein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at on the date of this Agreement or at the date of on which such Assignment Agreement, as the case may be, Lender became a Lender in respect of payments to such Lender.

Grossing-up of Payments. If Company or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company to Administrative Agent or any Lender under any of the Loan Documents: (a) Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company becomes aware of it; (b) Company shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on Company) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (c) the sum payable by Company in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, Company shall deliver to Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Lender under clause (c) above except to the extent that any change in any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a Governmental Authority, in each case that becomes effective after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in affecting any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender. With respect to FATCA, any regulations or official interpretations issued after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) shall be considered as law in effect on such date, as the case may be.

Grossing-up of Payments. If Company Borrower or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company Borrower to Administrative Agent or any Lender under any of the Loan Documents: (a) Company Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company Borrower becomes aware of it; (b) Company Borrower shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on CompanyBorrower) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (c) the sum payable by Company Borrower in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, Company Borrower shall deliver to Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Lender under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Grossing-up of Payments. If Company or any other Person is Borrower shall be required by law Law to make deduct any deduction Tax (other than an Excluded Tax) from or withholding on account in respect of any such Tax from any sum paid or payable by Company hereunder to Administrative Agent or any Lender under any of or the Loan DocumentsAdministrative Agent: (ai) Company shall notify Administrative Agent of as soon as such Borrower is aware that any such requirement deduction, withholding or payment of a Tax (other than an Excluded Tax) is required, or of any change in any such requirement as soon as Company becomes aware of itrequirement, it shall notify the Administrative Agent; (bii) Company the sum payable by such Borrower shall be increased to the extent necessary so that, after such Borrower has made all required deductions (including deductions applicable to additional sums payable under this Section), such Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; (iii) such Borrower shall make such deductions, or pay any such Tax (other than an Excluded Tax), before any interest or penalty becomes payable or, if such Tax (other than an Excluded Tax) is paid by the date on which penalties attach theretoAdministrative Agent or any Lender, such payment to be made (if shall reimburse the liability to pay is imposed on Company) for its own account or (if that liability is imposed on Administrative Agent or such Lender, Lender (as the case may be) on behalf of and in demand for the name of Administrative Agent or such Lenderamount paid by it; (civ) such Borrower shall pay the sum payable by Company in respect of which full amount deducted to the relevant deductiontaxing authority or other authority in accordance with applicable Law; and (v) within thirty days after paying any such Tax (other than an Excluded Tax), withholding or payment is required the relevant Borrower shall be increased deliver to the extent necessary Administrative Agent, at its address referred to ensure that, after the making in Section 11.4 satisfactory evidence of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, Company shall deliver to Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and (where remittance is required) of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Lender under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Grossing-up of Payments. If Company the Borrower or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company the Borrower to the Administrative Agent or any Lender under any of the Loan Documents: (ai) Company the Borrower shall notify the Administrative Agent and such Lender of any such requirement or any change in any such requirement as soon as Company the Borrower becomes aware of it; (bii) Company the Borrower shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on Companythe Borrower) for its own account or (if that liability is imposed on the Administrative Agent or such Lender, as the case may be) on behalf of and in the name of the Administrative Agent or such Lender, as the case may be; (ciii) the sum payable by Company the Borrower to the Administrative Agent or a Lender in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, the Administrative Agent or such Lender, as the case may be, receives on the due date therefor a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (div) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (bii) above to pay, Company the Borrower shall deliver to the Administrative Agent and the applicable Lender evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; Governmental Authority; (v) provided that no such additional amount shall be required to be paid to any Lender under clause (ciii) above except to the extent that any change after the date hereof First Restatement Date (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement and Assumption pursuant to which such Lender became a Lender (in the case of each other Lender) in if any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreementand Assumption, as the case may be, in respect of payments to such Lender, and provided further that any Lender claiming any additional amounts payable pursuant to this Section 3.7 shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Applicable Lending Office or take other appropriate action if the making of such a change or the taking of such action, as the case may be, would avoid the need for, or reduce the amount of, any such additional amounts that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender.

Grossing-up of Payments. If Company Borrower or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company Borrower to Administrative Agent or any Lender under any of the Loan Documents: (a) Company Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company Borrower becomes aware of it; (b) Company Borrower shall pay any such Tax before the date on which penalties attach theretowhen such Tax is due, such payment to be made (if regardless of whether the liability to pay for payment of such Tax (i) is imposed on CompanyBorrower itself, Administrative Agent or any Lender or (ii) relates to any portion of any sums paid or payable to any Lender under any of the Loan Documents with respect to which such Lender does not act for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lenderaccount; (c) the sum payable by Company Borrower in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, Company Borrower shall deliver to Administrative Agent and/or other affected parties evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided PROVIDED that no such additional amount shall be required to be paid to any Lender under clause (c) above (i) to the extent such additional amount relates to a portion of any sums paid or payable to such Lender under any of the Loan Documents with respect to which such Lender does not act for its own account, or (ii) except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of on which such Assignment Agreement, as the case may beLender became a Lender, in respect of payments to such Lender.

Grossing-up of Payments. If Company Borrower or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company Borrower to Administrative Agent or any Lender under any of the Loan Documents: (a) Company Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company Borrower becomes aware of it; (b) Company Borrower shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on CompanyBorrower) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (c) the sum payable by Company Borrower in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, Company Borrower shall deliver to Administrative Agent and the affected Lenders evidence satisfactory to Administrative Agent and the other affected parties Lenders of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Lender under clause (c) above (i) to the extent such additional amount relates to a portion of any sums paid or payable to such Lender under any of the Loan Documents with respect to which such Lender does not act for its own account or (ii) except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at on the date of this Agreement or at the date of on which such Assignment Agreement, as the case may beLender became a Lender, in respect of payments to such Lender.

Grossing-up of Payments. If Company the Borrower or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company the Borrower to the Administrative Agent or any Lender under any of the Loan Documents: (ai) Company the Borrower shall notify the Administrative Agent and such Lender of any such requirement or any change in any such requirement as soon as Company the Borrower becomes aware of it; (bii) Company the Borrower shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on Companythe Borrower) for its own account or (if that liability is imposed on the Administrative Agent or such Lender, as the case may be) on behalf of and in the name of the Administrative Agent or such Lender, as the case may be; (ciii) the sum payable by Company the Borrower to the Administrative Agent or a Lender in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, the Administrative Agent or such Lender, as the case may be, receives on the due date therefor a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (div) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (bii) above to pay, Company the Borrower shall deliver to the Administrative Agent and the applicable Lender evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; Governmental Authority; (v) provided that no such additional amount shall be required to be paid to any Lender under clause (ciii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment and Acceptance Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in if any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment and Acceptance Agreement, as the case may be, in respect of payments to such Lender, and provided further that any Lender claiming any additional amounts payable pursuant to this Section 3.7 shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Applicable Lending Office or take other appropriate action if the making of such a change or the taking of such action, as the case may be, would avoid the need for, or reduce the amount of, any such additional amounts that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender.

Grossing-up of Payments. If Company any Credit Party or any other Person is required by law any law, rule, regulation, order, directive, treaty or guideline to make any deduction or withholding on account of any such Tax (which deduction or withholding would constitute an Indemnified Tax) from any sum amount required to be paid by any Credit Party to or payable by Company to Administrative Agent or any Lender on behalf of an Indemnified Tax Person under any of the Loan Documents: Document, then (ai) Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company becomes aware of it; (b) Company Credit Party shall pay any such Indemnified Tax before the date on which penalties attach thereto, such payment to be made for its own account (if the liability to pay is imposed on Companysuch Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; Indemnified Tax Person (cif the liability is imposed on such Indemnified Tax Person), and (ii) the sum payable by Company in respect of which the relevant deduction, withholding or payment is required to such Indemnified Tax Person shall be increased as may be necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section) such Indemnified Tax Person receives an amount equal to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding deductions or payment withholdings been required or made; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholdingprovided, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to payhowever, Company shall deliver to Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be payable if any such Taxes are required to be paid by reason only of the payees having some connection with a Canadian taxing jurisdiction, other than the receipt of the payments to be made under this Agreement and the holding and disposition of the Term Notes issued pursuant to this Agreement. Notwithstanding the foregoing, as to the Parent Facility only, no additional amount shall be required to be paid to any Lender Indemnified Tax Person under clause (cii) above of the preceding sentence except to the extent that any change the requirement to deduct or withhold or the amount thereof is attributable to (i) the introduction after the date hereof Effective Date of any law, rule or regulation requiring any Person to withhold or deduct any amount from any payment under the Loan Documents in respect of an Indemnified Tax or (in the case of each Lender listed on the signature pages hereofii) or any increase after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase Effective Date in the rate of any such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lenderdeduction.

Grossing-up of Payments. If Company Borrower or any other Person is required by law to make any deduction or withholding on account of any such Non-Excluded Tax from any sum paid or payable by Company Borrower to Administrative Agent or any Lender under any of the Loan Documents: (a) Company Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company Borrower becomes aware of it; (b) Company Borrower shall pay any such Non-Excluded Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on CompanyBorrower) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (c) the sum payable by Company Borrower in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Non-Excluded Tax which it is required by clause (b) above to pay, Company Borrower shall deliver to Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided PROVIDED that no such additional amount shall be required to be paid to any Lender under clause (c) above except to the extent that any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Grossing-up of Payments. If Company Borrower or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company Borrower to Administrative Agent or any Lender under any of the Loan Credit Documents: (a) Company Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company Borrower becomes aware of it; (b) Company Borrower shall pay any such Tax before the date on which penalties attach theretowhen such Tax is due, such payment to be made (if the liability to pay is imposed on CompanyBorrower) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (c) the sum payable by Company Borrower in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (d) within 30 thirty (30) days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 thirty (30) days after the due date of payment of any Tax which it is required by clause (b) above to pay, Company Borrower shall deliver to Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to Administrative Agent or any Lender under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) which Administrative Agent became Administrative Agent or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at on the date of this Agreement on which Administrative Agent became Administrative Agent or at the date of such Assignment Agreement, as the case may beLender became a Lender, in respect of payments to Administrative Agent or such Lender, as applicable.

Grossing-up of Payments. If Company If: (a) any Borrower or any other Person is required by law to make any deduction or withholding on account of any such Tax tax or other amount from any sum paid or expressed to be payable by Company the applicable Borrower to Administrative Agent or any Lender under this Agreement; or (b) any party to this Agreement (or any Person on its behalf) other than any Borrower is required by law to make any deduction or withholding from, or (other than on account of tax on the Loan Documentsoverall net income of that party) any payment on or calculated by reference to the amount of, any such sum received or receivable by any Lender under this Agreement: (ai) Company the applicable party shall notify Administrative the Agent and, if such party is not the applicable Borrower, the Agent will notify the applicable Borrower of any such requirement or any change in any such requirement as soon as Company such party becomes aware of it; (bii) Company the applicable Borrower shall pay any such Tax tax or other amount before the date on which penalties attach theretoattached thereto become due and payable, such payment to be made (if the liability to pay is imposed on Companysuch Borrower) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may beany party to this Agreement) on behalf of and in the name of Administrative Agent or such Lenderthat party; (ciii) the sum payable by Company the applicable Borrower in respect of which the relevant deduction, withholding or payment is required shall (except, in the case of any such payment, to the extent that the amount thereof is not ascertainable when that sum is paid) be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, that party receives on the due date and retains (free from any liability in respect of any such deduction, withholding or payment) a net sum equal to what that which it would have received and so retained had no such deduction, withholding or payment been required or made; and (div) within 30 thirty (30) days after paying payment of any sum from which it the applicable Borrower is required by law to make any deduction or withholding, and within 30 thirty (30) days after the due date of payment of any Tax tax or other amount which it is required by clause paragraph (bii) above to pay, Company it shall deliver to Administrative the Agent all such certified documents and other evidence as to the making of such deduction, withholding or payment as (a) are satisfactory to the other affected parties as proof of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be authority and (b) are required to be paid to any Lender under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in by any such requirement for party to enable it to claim a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of tax credit with respect to such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lenderpayment.

Grossing-up of Payments. If Company or any other Person is required by law to make any deduction or withholding on account of any such Non-Excluded Tax from any sum paid or payable by Company to Administrative Agent or any Lender under any of the Loan Documents: (a) Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company becomes aware of it; (b) Company shall pay any such Non-Excluded Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on Company) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (c) the sum payable by Company in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Non-Excluded Tax which it is required by clause (b) above to pay, Company shall deliver to Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided PROVIDED that no such additional amount shall be required to be paid to any Lender under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Grossing-up of Payments. If Company the Borrower or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company the Borrower to the Administrative Agent or any Lender under any of the Loan Documents: (a) Company the Borrower shall notify the Administrative Agent of any such requirement or any change in any such requirement as soon as Company the Borrower becomes aware of it; (b) Company the Borrower shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on Companythe Borrower) for its own account or (if that liability is imposed on the Administrative Agent or such Lender, as the case may be) on behalf of and in the name of the Administrative Agent or such Lender; (c) the sum payable by Company the Borrower in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, the Administrative Agent or such Lender, as the case may be, receives on the due date and retains a net sum equal to what it would have received and retained had no such deduction, withholding or payment been required or made; and (d) within 30 thirty (30) days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 thirty (30) days after the due date of payment of any Tax which it is required by clause (b) above to pay, Company the Borrower shall deliver to the Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Lender under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Grossing-up of Payments. If Company or any other Person is ----------------------- required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company to Administrative Agent or any Lender under any of the Loan Documents: (a) Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company becomes aware of it; (b) Company shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on Company) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (c) the sum payable by Company in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, Company shall deliver to Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any -------- Lender under clause (c) above except to the extent that any change after the date hereof Closing Date (in the case of each Lender listed on Existing Lender), after the signature pages hereofEffective Date (in the case of each New Lender) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Grossing-up of Payments. If Company the Borrower or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company the Borrower to the Administrative Agent or any Lender under any of the Loan Documents: (ai) Company the Borrower shall notify the Administrative Agent and such Lender of any such requirement or any change in any such requirement as soon as Company the Borrower becomes aware of it; (bii) Company the Borrower shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on Companythe Borrower) for its own account or (if that liability is imposed on the Administrative Agent or such Lender, as the case may be) on behalf of and in the name of the Administrative Agent or such Lender, as the case may be; (ciii) the sum payable by Company the Borrower to the Administrative Agent or a Lender in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, the Administrative Agent or such Lender, as the case may be, receives on the due date therefor a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (div) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (bii) above to pay, Company the Borrower shall deliver to the Administrative Agent and the applicable Lender evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authorityGovernmental Authority; provided that no such additional amount shall be required to be paid to any Lender under clause (ciii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment and Acceptance Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in if any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment and Acceptance Agreement, as the case may be, in respect of payments to such Lender, and provided further that any Lender claiming any additional amounts payable pursuant to this Section 2.10 shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Applicable Lending Office or take other appropriate action if the making of such a change or the taking of such action, as the case may be, would avoid the need for, or reduce the amount of, any such additional amounts that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender.

Grossing-up of Payments. If Company any Borrower or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company Borrowers to Administrative Agent or any Lender under any of the Loan Documents: (a) Company Borrowers shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company becomes Borrowers become aware of itit (it being understood and agreed that no such notice shall be required with respect to Canadian Lenders, if any); (b) Company Borrowers shall pay any such Tax before the date on which penalties attach theretowhen such Tax is due, such payment to be made (if the liability to pay is imposed on Companyany Borrower) for its their own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (c) the sum payable by Company Borrowers in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (d) within 30 days after paying any sum from which it is any or all of them are required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is any or all of them are required by clause (b) above to pay, Company Borrowers shall deliver to Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Lender under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Grossing-up of Payments. If Company Borrower or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company Borrower to Administrative Agent or any Lender under any of the Loan Documents: (a) Company Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company Borrower becomes aware of it; (b) Company Borrower shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on CompanyBorrower) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (c) the sum payable by Company Borrower in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, Company Borrower shall deliver to Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided PROVIDED that no such additional amount shall be required to be paid to any Lender under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Grossing-up of Payments. If Company Borrowers or any other Person is required by law to make any deduction or withholding on account of any such Included Tax from any sum paid or payable by Company Borrowers to Administrative Agent or any Lender under any of the Loan Documents: (a) Company Borrowers shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company becomes Borrowers become aware of it; (b) Company Borrowers shall pay any such Included Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on CompanyBorrowers) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (c) the sum payable by Company Borrowers in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Included Tax which it is required by clause (b) above to pay, Company Borrowers shall deliver to Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Lender under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Grossing-up of Payments. If Company any Borrower or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company Borrowers to Administrative Agent or any Lender under any of the Loan Credit Documents: (a) Company Borrowers shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company becomes Borrowers become aware of itit (it being understood and agreed that no such notice shall be required with respect to Canadian Lenders, if any); (b) Company Borrowers shall pay any such Tax before the date on which penalties attach theretowhen such Tax is due, such payment to be made (if the liability to pay is imposed on Companyany Borrower) for its their own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (c) the sum payable by Company Borrowers in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (d) within 30 days after paying any sum from which it is any or all of them are required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is any or all of them are required by clause (b) above to pay, Company Borrowers shall deliver to Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Lender under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Grossing-up of Payments. If Company the Borrower or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company the Borrower to Administrative the Agent or any Lender Bank under any of the Loan Credit Documents: (aA) Company the Borrower shall notify Administrative the Agent of any such requirement or any change in any such requirement as soon as Company the Borrower becomes aware of it; (bB) Company the Borrower shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on Companythe Borrower) for its own account or (if that liability is imposed on Administrative the Agent or such LenderBank, as the case may be) on behalf of and in the name of Administrative the Agent or such LenderBank; (cC) the sum payable by Company the Borrower in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative the Agent or such LenderBank, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (dD) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which that it is required by clause (bB) above to pay, Company the Borrower shall deliver to Administrative the Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Lender Bank under clause (cC) above except to the extent that any change change, after the date hereof (in the case of each Lender Bank listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to assignment under Section 11.05 by which such Lender Bank became a Lender Bank (in the case of each other Lender) Bank), in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreementassignment, as the case may be, in respect of payments to such LenderBank.

Grossing-up of Payments. If Company Borrower or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company Borrower to Administrative Agent or any Lender under any of the Loan Documents: (a) Company Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company Borrower becomes aware of it; (b) Company Borrower shall pay any such Tax before the date on which penalties attach theretowhen such Tax is due, such payment to be made (if the liability to pay is imposed on CompanyBorrower) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (c) the sum payable by Company Borrower in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (d) within 30 days after the later of paying any sum from which it is required by law to make any deduction or withholding, withholding and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, Company Borrower shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to Administrative Agent or any Lender under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at on the date of this Agreement or at the date of on which such Assignment Agreement, as the case may beLender became a Lender, in respect of payments to or for the benefit of such Lender.

Grossing-up of Payments. If Company or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company to Administrative Agent or any Lender under any of the Loan Documents: (a) Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company becomes aware of it; (b) Company shall pay any such Tax before the date on which penalties attach theretowhen such Tax is due, such payment to be made (if the liability to pay is imposed on Company) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (c) the sum payable by Company in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made, and shall be increased to the extent necessary to take into account any taxes (including for these purposes any income, recordation, mortgage, stamp and documentary taxes) Administrative Agent or such Lender, as the case may be, may incur as a result of such payment; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, Company shall deliver to Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Lender under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at on the date of this Agreement or at the date of on which such Assignment Agreement, as the case may beLender became a Lender, in respect of payments to such Lender.

Grossing-up of Payments. If Company any Borrower or any other Person is required by law to make any deduction or withholding on account of any such Non-Excluded Tax from any sum paid or payable by Company such Borrower to Administrative Agent or any Lender under any of the Loan Documents: (a) Company such Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company such Borrower becomes aware of it; (b) Company such Borrower shall pay any such Non-Excluded Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on Companysuch Borrower) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (c) the sum payable by Company such Borrower in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Non-Excluded Tax which it is required by clause (b) above to pay, Company such Borrower shall deliver to Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Lender under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Grossing-up of Payments. If Company the Borrower or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company the Borrower to Administrative any Transaction Agent or any Lender under any of the Loan Transaction Documents: (ai) Company the Borrower shall notify Administrative Agent the Security Trustee in writing of any such requirement or any change in any such requirement as soon as Company becomes aware of itrequirement; (bii) Company the Borrower shall pay any such Tax before the date on which any interest, addition to Tax or penalties attach thereto, such payment to be made (if the liability to pay is imposed on Companythe Borrower) for its own account or (if that liability is imposed on Administrative any Transaction Agent or such Lender, as the case may be) on behalf of and in the name of Administrative such Transaction Agent or such Lender; (ciii) in the case of any Tax other than an Excluded Tax, the sum payable by Company the Borrower in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative such Transaction Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (div) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, Company the Borrower shall deliver to Administrative Agent the Security Trustee evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that . If any additional amounts are payable in respect of Taxes pursuant to clause (iii) above, the Borrower agrees to indemnify each Lender, each Transaction Agent and their successors, assigns and Affiliates for such Taxes required to be deducted or withheld and to reimburse such Persons, upon the written request of such Person, for the net increase in Tax imposed on or measured by the net income or net profits of such Lender (after taking into account current credits and deductions resulting from such Tax liability) pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable Lending Office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Lender is organized or in which the principal office or applicable Lending Office of such Lender is located or in which such Lender is doing business (if the Taxes imposed on the net income, net profits or net gains of such Lender by such jurisdiction in which a Lender is doing business are treated as Excluded Taxes under this Agreement) and for any withholding of Taxes as such Lender shall reasonably determine (subject to verification pursuant to Section 5.3(c)(iv)) are payable by, or withheld from, such Lender in respect of such amounts so paid to or on behalf of such Lender pursuant to clause (iii) above and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. Notwithstanding the foregoing provisions of this Section 5.3(b), no such additional amount shall be required to be paid to either Transaction Agent or any Lender under clause (ciii) above in respect of United States federal withholding taxes except to the extent that any change such obligation to deduct or withhold results from a written change, after the date hereof (in applicable law, treaty, or governmental rule, regulation or order, or any change in the case official interpretation, administration or application thereof (other than the addition of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result change in an increase in the rate "anti-treaty-shopping" or "limitation of benefits" or similar provision of any income tax treaty affecting eligibility for benefits under such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lendertreaty).

Grossing-up of Payments. If Company or any other Person is ----------------------- required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company to Administrative Agent or any Lender under any of the Loan Documents: (a) Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company becomes aware of it; (b) Company shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on Company) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (c) the sum payable by Company in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, Company shall deliver to Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any -------- Lender under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Grossing-up of Payments. If Company any Borrower or any other Person is ----------------------- required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company any Borrower to Administrative Agent or any Lender under any of the Loan Documents: (a) Company such Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company such Borrower becomes aware of it; (b) Company such Borrower shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on Companysuch Borrower) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (c) the sum payable by Company such Borrower in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, Company such Borrower shall deliver to Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any -------- Lender under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Grossing-up of Payments. If Company or any other Person is ----------------------- required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company to Administrative Agent or any Lender under any of the Loan Documents: (a) Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as promptly after Company becomes aware of it; (b) Company shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on Company) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (c) the sum payable by Company in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, Company shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any -------- Lender under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender. If any Lender receives a refund of any Taxes for a which payment has been made pursuant to this subsection 2.7 which, in the reasonable good faith judgment of such Lender, is allocable to such payment made under subsection 2.7, the amount of such refund shall be paid to Company to the extent payment has been made in full as and when required pursuant to this subsection 2.7.

Grossing-up of Payments. If Company If: (a) any Borrower or any other Person ----------------------- is required by law to make any deduction or withholding on account of any such Tax taxes from any sum paid or expressed to be payable by Company the applicable Borrower to Administrative Agent any Lender, Swing Loan Lender or Issuing Lender under this Agreement; or (b) any party to this Agreement (or any Person on its behalf) other than any Borrower is required by law to make any deduction or withholding from, or any payment on or calculated by reference to the amount of, any such sum received or receivable (other than on account of any excluded taxes) by any Lender, Swing Loan Lender or Issuing Lender under any of the Loan Documents:this Agreement then subject to Section 3.1.3 below: ------------- (ai) Company the applicable party shall notify Administrative the Agent and, if such party is not the applicable Borrower, the Agent will notify the applicable Borrower in writing of any such requirement or any change in any such requirement as soon as Company such party becomes aware of it; (bii) Company the applicable Borrower shall pay any such Tax taxes before the later of (i) the date on which penalties attach theretoattached thereto become due and payable or (ii) 15 days after the date of receipt by the applicable Borrower of such written notification provided by the Agent in accordance with paragraph (i) if such applicable party is not the applicable Borrower, such payment to be made (if the liability to pay is imposed on Companysuch Borrower) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may beany party to this Agreement) on behalf of and in the name of Administrative Agent or such Lenderthat party; (ciii) the sum payable by Company the applicable Borrower in respect of which the relevant deduction, withholding or payment is required shall (except, in the case of any such payment, to the extent that the amount thereof is not ascertainable when that sum is paid) be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, that party receives on the due date and retains (free from any liability in respect of any such deduction, withholding or payment) a net sum equal to what that which it would have received and so retained had no such deduction, withholding or payment been required or made; and (div) within 30 thirty (30) days after paying payment of any sum from which it the applicable Borrower is required by law to make any deduction or withholding, and within 30 thirty (30) days after the due date of payment of any Tax tax or other amount which it is required by clause paragraph (bii) above to pay, Company it shall deliver to Administrative the Agent all such certified documents and other evidence as to the making of such deduction, withholding or payment as (a) are reasonably satisfactory to the other affected parties as proof of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be authority and (b) are required to be paid to any Lender under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in by any such requirement for party to enable it to claim a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of tax credit with respect to such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lenderpayment.

Grossing-up of Payments. If Company or any other Person is required by law to make any deduction or withholding on account of any such Tax (other than a Tax on the overall net income of any Lender) from any sum paid or payable by Company to Administrative Agent or any Lender under any of the Loan Documents: (a) Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company becomes aware of it; (b) Company shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on Company) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (c) the sum payable by Company in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, Company shall deliver to Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided PROVIDED that no such additional amount shall be required to be paid to any Lender under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Grossing-up of Payments. If Company any Borrower or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company Borrowers to Administrative Agent or any Lender under any of the Loan Credit Documents: (a) Company Borrowers shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company becomes Borrowers become aware of it; (b) Company Borrowers shall pay any such Tax before the date on which penalties attach theretowhen such Tax is due, such payment to be made (if the liability to pay is imposed on Companyany Borrower) for its their own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (c) the sum payable by Company Borrowers in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (d) within 30 days after paying any sum from which it is any or all of them are required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is any or all of them are required by clause (b) above to pay, Company Borrowers shall deliver to Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Lender under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Grossing-up of Payments. If Company the Borrower or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company the Borrower to Administrative the Agent or any Lender under any of the Loan Documents: (a) Company the Borrower shall notify Administrative the Agent of any such requirement or any change in any such requirement as soon as Company the Borrower becomes aware of it; (b) Company the Borrower shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on Companythe Borrower) for its own account or (if that liability is imposed on Administrative the Agent or such Lender, as the case may be) on behalf of and in the name of Administrative the Agent or such Lender; (c) the sum payable by Company the Borrower in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative the Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, Company the Borrower shall deliver to Administrative the Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided PROVIDED, HOWEVER, that no such additional amount shall be required to be paid to any Lender under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender pursuant to subsection 9.1 (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement (in the case of each Lender listed on the signature pages hereof) or at the date such Lender became a Lender pursuant to subsection 9.1 (in the case of such Assignment Agreement, each other Lender) as the case may be, in respect of payments to such Lender.

Grossing-up of Payments. If Company Subject to subsection 2.7B(iii)(c), if Borrower or any other Person is required by law to make any deduction or withholding on account of any such Tax (other than a Tax on the overall net income of any Lender) from any sum paid or payable by Company Borrower to Administrative Agent or any Lender under any of the Loan Documents: (a) Company Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company promptly after the Borrower becomes aware of it; (b) Company Borrower shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on CompanyBorrower) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (c) the sum payable by Company Borrower in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (d) within 30 thirty (30) days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 thirty (30) days after the due date of payment of any Tax which it is required by clause (b) above to pay, Company Borrower shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Lender under clause (c) above except to the extent that (1) any change after the date hereof Closing Date (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement assignment agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at on the date of this Agreement Closing Date or at the date of such Assignment Agreementassignment agreement, as the case may be, in respect of payments to such LenderLender and (2) such Lender has timely provided to Borrower all forms required under clause (iii) below; provided however, that no additional amounts shall be required to be paid on account of U.S. federal withholding under FATCA.

Grossing-up of Payments. (1) If Company the Borrower or any other Person is required by law to make person (whether or not a party to, or on behalf of a party to, this Agreement) must at any deduction time deduct or withholding on account of withhold any such Tax tax or other amount from any sum paid or payable by Company to Administrative Agent by, or any Lender received or receivable from, the Borrower under any of this Agreement, the Loan Documents: (a) Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company becomes aware of it; (b) Company Borrower shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay additional amount as is imposed on Company) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (c) the sum payable by Company in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after that the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, Lender receives on the due date and retains (free from any liability other than tax on its own overall net income) a net sum equal to what it would have received and so retained had no such deduction, deduction or withholding or payment been required or made; and. (d2) within If the Borrower or any other person (whether or not a party to, or on behalf of a party to, this Agreement) must at any time pay any tax or other amount on, or calculated by reference to, any sum received or receivable by the Lender under this Agreement (except for a payment by the Lender of tax on its own overall net income), the Borrower shall pay or procure the payment of that tax or other amount before any interest or penalty becomes payable or, if that tax or other amount is payable and paid by the Lender, shall reimburse it on demand for the amount paid by it. (3) Within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax tax or other amount which it is required by clause paragraph (b2) above to pay, Company the Borrower shall deliver to Administrative Agent the Lender evidence satisfactory to the other affected parties Lender of such that deduction, withholding or payment and (where remittance is required) of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Lender under clause . (c4) above except to As soon as the extent Borrower is aware that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that is required (or of any change in effect at any such requirement), it shall notify the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Grossing-up of Payments. If Company or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company to Administrative Agent or any Lender under any of the Loan Documents: (a) Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company becomes aware of it; (b) Company shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on Company) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lenderaccount; (cb) the sum payable by Company in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (dc) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and or within 30 days after the due date of payment of any Tax which it is required by clause (ba) above to paypay (whichever is later), Company shall deliver to Administrative Agent evidence available to Company reasonably satisfactory to the other affected parties Administrative Agent of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Lender or Agent under clause (cb) above except to the extent that any change after the date hereof (in the case of each Lender and Agent listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such LenderLender or Agent.

Grossing-up of Payments. If Company the Borrower or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company the Borrower to the Administrative Agent or any Lender under any of the Loan Documents: (ai) Company the Borrower shall notify the Administrative Agent and such Lender of any such requirement or any change in any such requirement as soon as Company the Borrower becomes aware of it; (bii) Company the Borrower shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on Companythe Borrower) for its own account or (if that liability is imposed on the Administrative Agent or such Lender, as the case may be) on behalf of and in the name of the Administrative Agent or such Lender, as the case may be; (ciii) the sum payable by Company the Borrower to the Administrative Agent or a Lender in respect of which the relevant deduction, withholding or payment is required and made shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, the Administrative Agent or such Lender, as the case may be, receives on the due date therefor a net sum equal to what it would have received had no such deduction, withholding or payment been required or made, provided that no amount shall be required to be paid to any Foreign Lender for any Tax imposed as a result of such Foreign Lender’s failure to comply with the reporting requirements as set forth in Sections 1471 and 1472 of the Code (or regulation or administrative guidance promulgated thereunder) except to the extent that such compliance would cause a Foreign Lender to be in violation of any applicable law; and (div) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (bii) above to pay, Company the Borrower shall deliver to the Administrative Agent and the applicable Lender evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authorityGovernmental Authority; provided that no such additional amount shall be required to be paid to any Lender under clause (ciii) above except to the extent that any change after the date hereof Effective Date (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement and Assumption pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned referred to therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreementand Assumption, as the case may be, in respect of payments to such Lender, and provided, further, that any Lender claiming any additional amount payable pursuant to this Section 3.7 shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Lending Office or take other appropriate action if the making of such a change or the taking of such action, as the case may be, would avoid the need for, or reduce the amount of, any such additional amounts that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender.

Grossing-up of Payments. If Company Borrower or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company Borrower to Administrative Agent or any Lender under any of the Loan Documents: (a) Company Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company Borrower becomes aware of it; (b) Company Borrower shall pay any such Tax before the date on which penalties attach theretowhen such Tax is due, such payment to be made (if the liability to pay is imposed on CompanyBorrower) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (c) the sum payable by Company Borrower in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, Company Borrower shall deliver to Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Lender under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at on the date of this Agreement or at the date of on which such Assignment Agreement, as the case may beLender became a Lender, in respect of payments to such Lender.

Grossing-up of Payments. If Company Borrower or any other Person Loan Party is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company Borrower to Administrative the Agent or any Lender under any of the Loan Documents: (a) Company Borrower shall notify Administrative the Agent of any such requirement or any change in any such requirement as soon as Company promptly after Borrower becomes aware of it; (b) Company Borrower shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on CompanyBorrower) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative the Agent or such Lender; (c) the sum payable by Company Borrower in respect of which the relevant such deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative the Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (bSection 2.13.2.2(b) above to pay, Company Borrower shall deliver to Administrative the Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided provided, however, that no such additional amount shall be required to be paid to any Lender under clause (c) above except to the extent that any change after the date hereof (in the case of each the Lender listed on the signature pages page hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender pursuant to Section 8.1 (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement (in the case of the Lender listed on the signature page hereof) or at the date of such Assignment Agreement, as Lender became a Lender pursuant to Section 8.1 (in the case may be, of each other Lender) in respect of payments to such Lender.

Grossing-up of Payments. If Company or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company to Administrative Agent or any Lender under any of the Loan Documents: (a) Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company becomes aware of it; (b) Company shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on Company) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (c) the sum payable by Company in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, Company shall deliver to Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Lender under clause (c) above except to the extent that any change in any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case that becomes effective after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in affecting any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Grossing-up of Payments. If Company the Borrowers or any other Person is required by law to make any deduction or withholding on account of any such Included Tax from any sum paid or payable by Company the Borrowers to the Administrative Agent or any Lender under any of the Loan Documents: (a) Company the Borrowers shall notify the Administrative Agent of any such requirement or any change in any such requirement as soon as Company becomes the Borrowers become aware of it; (b) Company the Borrowers shall pay any such Included Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on Companythe Borrowers) for its own account or (if that liability is imposed on the Administrative Agent or such Lender, as the case may be) on behalf of and in the name of the Administrative Agent or such Lender; (c) the sum payable by Company the Borrowers in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, the Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Included Tax which it is required by clause (b) above to pay, Company the Borrowers shall deliver to the Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Lender under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender; provided, however, that in the case of an assignment, if the assignor was entitled to additional amounts pursuant to this Section 2.7B, then such assignee shall be entitled to such additional amounts.

Grossing-up of Payments. If Company Borrowers or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company Borrowers to Administrative Agent or any Lender under any of the Loan Documents: (a) Company Borrowers shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company Borrowers becomes aware of it; (b) Company Borrowers shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on CompanyBorrowers) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (c) the sum payable by Company Borrowers in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, Company Borrowers shall deliver to Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Lender under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.;

Grossing-up of Payments. If Company Borrower or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company Borrower to Administrative Agent or any Lender under any of the Loan Documents: (a) Company Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company Borrower becomes aware of it; (b) Company Borrower shall pay any such Tax before the date on which penalties attach theretowhen such Tax is due, such payment to be made (if regardless of whether the liability to pay for payment of such Tax (i) is imposed on CompanyBorrower itself, Administrative Agent or any Lender or (ii) relates to any portion of any sums paid or payable to any Lender under any of the Loan Documents with respect to which such Lender does not act for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lenderaccount; (c) the sum payable by Company Borrower in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, Company Borrower shall deliver to Administrative Agent and/or other affected parties evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Lender under clause (c) above (i) to the extent such additional amount relates to a portion of any sums paid or payable to such Lender under any of the Loan Documents with respect to which such Lender does not act for its own account, or (ii) except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of on which such Assignment Agreement, as the case may beLender became a Lender, in respect of payments to such Lender.

Grossing-up of Payments. If Company a Borrower or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company such Borrower to Administrative Agent or any Lender under any of the Loan Documents: (a) Company Such Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company becomes aware of it; (b) Company Such Borrower shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on Companysuch Borrower) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (c) the sum payable by Company such Borrower in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, Company such Borrower shall deliver to Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Lender under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Grossing-up of Payments. If Company the Borrower or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company the Borrower to the Administrative Agent or any Lender under any of the Loan Documents: (ai) Company the Borrower shall notify the Administrative Agent and such Lender of any such requirement or any change in any such requirement as soon as Company the Borrower becomes aware of it; (bii) Company the Borrower shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on Companythe Borrower) for its own account or (if that liability is imposed on the Administrative Agent or such Lender, as the case may be) on behalf of and in the name of the Administrative Agent or such Lender, as the case may be; (ciii) the sum payable by Company the Borrower to the Administrative Agent or a Lender in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, the Administrative Agent or such Lender, as the case may be, receives on the due date therefor a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and, provided that no amount shall be required to be paid to any Foreign Lender for any U.S. federal withholding Taxes imposed under FATCA; (div) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (bii) above to pay, Company the Borrower shall deliver to the Administrative Agent and the applicable Lender evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authorityGovernmental Authority; and (v) provided that no such additional amount shall be required to be paid to any Lender under clause (ciii) above except to the extent that any change after the date hereof Effective Date (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement and Assumption pursuant to which such Lender became a Lender (in the case of each other Lender) in if any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreementand Assumption, as the case may be, in respect of payments to such Lender, and provided further that any Lender claiming any additional amounts payable pursuant to this Section 3.5 shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its applicable lending office or take other appropriate action if the making of such a change or the taking of such action, as the case may be, would avoid the need for, or reduce the amount of, any such additional amounts that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender.

Grossing-up of Payments. If Company any Borrower or any other Person is required by law to make any deduction or withholding on account of any such Non-Excluded Tax from any sum paid or payable by Company such Borrower to Administrative Agent or any Lender under any of the Loan Documents: (a) Company such Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company such Borrower becomes aware of it; (b) Company such Borrower shall pay any such Non-Excluded Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on Companysuch Borrower) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (c) the sum payable by Company such Borrower in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Non-Excluded Tax which it is required by clause (b) above to pay, Company such Borrower shall deliver to Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided PROVIDED that no such additional amount shall be required to be paid to any Lender under clause (c) above except to the extent that any change after the date hereof Closing Date (in the case of each Lender listed on the signature pages hereofof the Original Credit Agreement) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Grossing-up of Payments. If Company Borrower or any other Person is required by law to make any deduction or withholding on account of any such Tax (other than a Tax on the overall net income of any Lender) from any sum paid or payable by Company Borrower to Administrative Agent or any Lender under any of the Loan Documents: (a1) Company Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company Borrower becomes aware of it; (b2) Company Borrower shall pay any such Tax (other than a Tax on the overall net income of any Lender) before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on CompanyBorrower) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (c3) the sum payable by Company Borrower in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (d4) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, Company Borrower shall deliver to Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Lender under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.;

Grossing-up of Payments. If Company any Borrower or any other ----------------------- Person (including Japanese Funding Lender with respect to any payments made to an Indemnifying Lender under subsection 2.10) is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company any Borrower to Administrative any Agent or any Lender under any of the Loan DocumentsDocuments or by Japanese Funding Lender with respect to any payments made to an Indemnifying Lender under subsection 2.10: (a) Company such Borrower shall notify Administrative Agent (with a copy to Agent) of any such requirement or any change in any such requirement as soon as Company such Borrower becomes aware of it; (b) Company such Borrower shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on Companysuch Borrower) for its own account or (if that liability is imposed on Administrative such Agent or any such Lender, as the case may be) on behalf of and in the name of Administrative such Agent or any such Lender; (c) the sum payable by Company such Borrower or by Japanese Funding Lender in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent such Agent, such Lender or such Indemnifying Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, Company such Borrower shall deliver to Administrative such Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance its making payment thereof to the relevant taxing or other authority; provided that no such additional amount of United States or UK Tax shall be -------- required to be paid to any Lender under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender; provided further that any such -------- ------- additional amount of Japanese Tax shall be required to be paid by Borrower to Japanese Agent, Japanese Funding Lender, any Indemnifying Lender or to any other Lender under clause (c) above whether or not any such payment shall be required as a result of any change in applicable laws and regulations after the date hereof (i.e., Borrower shall be required to pay such additional amount of Japanese Tax even if the obligation to make such payment shall have arisen under applicable laws and regulations as in effect on the date hereof); and provided further that notwithstanding -------- ------- anything to the contrary contained in this Agreement or in any other Loan Document, to the extent that Japanese Funding Lender is required by any applicable law or regulation, whether or not in effect on the date hereof, to make any deduction or withholding on account of any such Tax from any sum paid or payable by Japanese Funding Lender to any Indemnifying Lender pursuant to subsection 2.10, (a) Borrower shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on such Borrower) for its own account or (if that liability is imposed on Japanese Funding Lender or such Indemnifying Lender, as the case may be) on behalf of and in the name of Japanese Funding Lender or such Indemnifying Lender; and (b) the sum payable by such Borrower or by Japanese Funding Lender in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Japanese Funding Lender or Indemnifying Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made. Borrower shall indemnify Japanese Funding Lender and each Indemnifying Lender for any Tax (other than a Tax on the overall net income of any Lender) imposed, levied, collected, withheld or assessed by or under any applicable Governmental Authority with respect to the payments to be made pursuant to subsection 2.10.

Grossing-up of Payments. If Company a Borrower or any other Person is ----------------------- required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company such Borrower to Administrative Agent or any Lender under any of the Loan Documents: (a) Company such Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company such Borrower becomes aware of it; (b) Company such Borrower shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on Companysuch Borrower) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (c) the sum payable by Company such Borrower in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, Company such Borrower shall deliver to Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any -------- Lender under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Grossing-up of Payments. If Company any Borrower or any other Person (including any Funding Lender with respect to any payments made to an Indemnifying Lender under subsection 2.9) is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company any Borrower to Administrative Agent or any Lender under any of the Loan DocumentsDocuments or by any Funding Lender with respect to any payments made to an Indemnifying Lender under subsection 2.9: (a) Company such Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company such Borrower becomes aware of it; (b) Company such Borrower shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on Companysuch Borrower) for its own account or (if that liability is imposed on Administrative Agent or any such Lender, as the case may be) on behalf of and in the name of Administrative Agent or any such Lender; (c) the sum payable by Company such Borrower or by such Funding Lender in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent Agent, such Lender or such Indemnifying Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, Company such Borrower shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance its making payment thereof to the relevant taxing or other authority; provided that no such additional amount of United States Tax shall be required to be paid to any Lender under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender; provided further that any such additional amount of UK, French, or Japanese Tax, as the case may be, shall be required to be paid by Borrower to Administrative Agent, any applicable Indemnifying Lender or to any other Lender under clause (c) above whether or not any such payment shall be required as a result of any change in applicable laws and regulations after the date hereof (i.e., Borrower shall be required to pay such additional amount of UK, French, or Japanese Tax, as the case may be, even if the obligation to make such payment shall have arisen under applicable laws and regulations as in effect on the date hereof); and provided further that notwithstanding anything to the contrary contained in this Agreement or in any other Loan Document, to the extent that Administrative Agent is required by any applicable law or regulation, whether or not in effect on the date hereof, to make any deduction or withholding on account of any such UK, French, or Japanese Tax from any sum paid or payable by Administrative Agent to any Indemnifying Lender pursuant to subsection 2.9, (a) Borrower shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on such Borrower) for its own account or (if that liability is imposed on Administrative Agent or such Indemnifying Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Indemnifying Lender; and (b) the sum payable by such Borrower or by Administrative Agent in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or Indemnifying Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made. Borrower shall indemnify Administrative Agent and each applicable Indemnifying Lender for any Tax (other than a Tax on the overall net income of any Lender) imposed, levied, collected, withheld or assessed by or under any applicable Governmental Authority with respect to the payments to be made pursuant to subsection 2.9.

Grossing-up of Payments. If Company any Borrower or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company such Borrower to the Administrative Agent or any Lender under any of the Loan Documents: (a) Company such Borrower shall notify the Administrative Agent of any such requirement or any change in any such requirement as soon as Company such Borrower becomes aware of it; (b) Company such Borrower shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is 52 60 imposed on Companysuch Borrower) for its own account or (if that liability is imposed on the Administrative Agent or such Lender, as the case may be) on behalf of and in the name of the Administrative Agent or such Lender; (c) the sum payable by Company such Borrower in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, the Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, Company the relevant Borrower shall deliver to the Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that that, except with respect to withholding requirements applicable to payments by Wolverine Canada, no such additional amount shall be required to be paid to any Lender under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Grossing-up of Payments. If Company the Borrower or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company the Borrower to the Administrative Agent or any Lender under any of the Loan Documents: (ai) Company the Borrower shall notify the Administrative Agent and such Lender of any such requirement or any change in any such requirement as soon as Company the Borrower becomes aware of it; (bii) Company the Borrower shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on Companythe Borrower) for its own account or (if that liability is imposed on the Administrative Agent or such Lender, as the case may be) on behalf of and in the name of the Administrative Agent or such Lender, as the case may be; (ciii) the sum payable by Company the Borrower to the Administrative Agent or a Lender in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, the Administrative Agent or such Lender, as the case may be, receives on the due date therefor a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and, provided that no amount shall be required to be paid to any Foreign Lender for any Tax imposed as a result of such Foreign Lender’s failure to comply with the reporting requirements as set forth in Sections 1471 and 1472 of the Code (or regulation or administrative guidance promulgated thereunder) except to the extent that such compliance would cause a Foreign Lender to be in violation of any applicable law; (div) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (bii) above to pay, Company the Borrower shall deliver to the Administrative Agent and the applicable Lender evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authorityGovernmental Authority; and (v) provided that no such additional amount shall be required to be paid to any Lender under clause (ciii) above except to the extent that any change after the date hereof Effective Date (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement and Assumption pursuant to which such Lender became a Lender (in the case of each other Lender) in if any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreementand Assumption, as the case may be, in respect of payments to such Lender, and provided further that any Lender claiming any additional amounts payable pursuant to this Section 3.5 shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its applicable lending office or take other appropriate action if the making of such a change or the taking of such action, as the case may be, would avoid the need for, or reduce the amount of, any such additional amounts that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender.

Grossing-up of Payments. If Company Borrowers or any other Person is required by law to make any deduction or withholding on account of any such Tax 50 CREDIT AGREEMENT from any sum paid or payable by Company Borrowers to Administrative Agent or any Lender under any of the Loan Documents: (a) Company Borrowers shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company Borrowers becomes aware of it; (b) Company Borrowers shall pay any such Tax before the date on which penalties attach theretowhen such Tax is due, such payment to be made (if regardless of whether the liability to pay for payment of such Tax (i) is imposed on CompanyBorrowers itself, Administrative Agent or any Lender or (ii) relates to any portion of any sums paid or payable to any Lender under any of the Loan Documents with respect to which such Lender does not act for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lenderaccount; (c) the sum payable by Company Borrowers in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, Company Borrowers shall deliver to Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided PROVIDED that no such additional amount shall be required to be paid to any Lender under clause (c) above (i) to the extent such additional amount relates to a portion of any sums paid or payable to such Lender under any of the Loan Documents with respect to which such Lender does not act for its own account, or (ii) except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of on which such Assignment Agreement, as the case may beLender became a Lender, in respect of payments to such Lender.

Grossing-up of Payments. If Company Borrower or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company Borrower to Administrative Agent or any Lender under any of the Loan Documents: (a1) Company Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company Borrower becomes aware of it; (b2) Company Borrower shall pay any such Tax before the date on which penalties attach theretowhen such Tax is due, such payment to be made (if regardless of whether the liability to pay for payment of such Tax (i) is imposed on CompanyBorrower itself, Administrative Agent or any Lender or (ii) relates to any portion of any sums paid or payable to any Lender under any of the Loan Documents with respect to which such Lender does not act for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lenderaccount; (c3) the sum payable by Company Borrower in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (d4) within 30 thirty (30) days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, Company Borrower shall deliver to Administrative Agent and/or other affected parties evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that (i) no such additional amount shall be required to be paid to any Lender under clause (c) above except to the extent that such additional amount relates to a portion of any sums paid or payable to such Lender under any of the Loan Documents with respect to which such Lender does not act for its own account and (ii) where any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result results in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at on which such Lender became a Lender, the date of such Assignment Agreement, as the case may be, in respect of payments resulting additional amount to be paid to such LenderLender under clause (c) above shall be limited to the amount by which such increase in rate increases the amount of any such required deduction, withholding or payment.

Grossing-up of Payments. 17.15.1 All sums payable under this Agreement and any Transfer Document shall be paid free and clear of all deductions, withholdings, set-offs or counterclaims whatsoever save only as may be required by law. If Company any deductions or any other Person is withholdings are required by law the party making the payment shall be obliged to pay to the other party such sum as will after such deduction or withholding has been made leave the other party with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding, provided that if either party to this Agreement shall have assigned the benefit in whole or in part of this Agreement or the relevant Transfer Document then the liability of the other party under this Clause 17.15.1 shall be limited to that (if any) which it would have been had no such assignment taken place. 17.15.2 If the recipient of a payment made under Clause 17.15.1 receives a credit for or refund of any Taxation payable by it or similar benefit by reason of any deduction or withholding for or on account of Taxation then it shall reimburse to the other party such part of such additional amounts paid to it pursuant to Clause 17.15.1 above as the recipient of the payment certifies to the other party will leave it (after such reimbursement) in no better and no worse position than it would have been if the other party had not been required to make such deduction or withholding. 17.15.3 Where any such Tax from any sum paid or payable by Company payment is made under this Agreement pursuant to Administrative Agent an indemnity, breach of warranty or any Lender under any compensation or reimbursement provision and that sum is subject to a charge to Taxation in the hands of the Loan Documents: recipient (a) Company shall notify Administrative Agent of any such requirement other than Taxation on interest payable under Clause 17.14 and Taxation attributable to the Purchase Price or any change in any such requirement to a payment being properly treated under Clause 3.3 as soon as Company becomes aware of it; (b) Company shall pay any such Tax before an adjustment to the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on Company) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (cPurchase Price) the sum payable by Company in respect of which the relevant deduction, withholding or payment is required shall be increased to such sum as will ensure that after payment of such Taxation (and after giving credit for any tax relief available to the extent necessary recipient in respect of the matter giving rise to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as ) the case may be, receives on the due date recipient shall be left with a net sum equal to what the sum that it would have received had no such deduction, withholding or payment been required or made; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after in the due date of payment of any Tax which it is required by clause (b) above to pay, Company shall deliver to Administrative Agent evidence satisfactory to the other affected parties absence of such deduction, withholding or payment and of the remittance thereof a charge to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Lender under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such LenderTaxation.

Grossing-up of Payments. If Company or any other Borrower or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company or any other Borrower to Administrative Agent or any Lender under any of the Loan Documents: (a) Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company or any other Borrower becomes aware of it; (b) Company shall or Company shall cause the applicable Borrower to pay any such Tax before the date on which penalties attach theretowhen such Tax is due, such payment to be made (if the liability to pay is imposed on CompanyCompany or such Borrower) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (c) the sum payable by Company or any other Borrower in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made, and shall be increased to the extent necessary to take into account any taxes (including for these purposes any income, recordation, mortgage, stamp or documentary taxes) Administrative Agent or such Lender, as the case may be, may incur as a result of such payment; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, Company shall deliver to Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Lender under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein therein, including a change attributable to a change in the classification (for tax purposes) of any Borrower, shall result in an increase in the rate of such deduction, withholding or payment from that in effect at on the date of this Agreement or at the date of on which such Assignment Agreement, as the case may beLender became a Lender, in respect of payments to such Lender.

Grossing-up of Payments. If Company any Borrower or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company Borrowers to Administrative Agent or any Lender under any of the Loan Documents: (a) Company Borrowers shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company becomes promptly after the Borrowers become aware of it; (b) Company Borrowers shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on CompanyBorrowers) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (c) the sum payable by Company Borrowers in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, Company Borrowers shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Lender under clause (c) above except to the extent that (1) any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement assignment agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreementassignment agreement, as the case may be, in respect of payments to such LenderLender and (2) such Lender has timely provided to Borrowers all forms required under clause (iii) below.

Grossing-up of Payments. If Company the Borrower or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company the Borrower to the Administrative Agent or any Lender under any of the Loan Documents: (ai) Company the Borrower shall notify the Administrative Agent and such Lender of any such requirement or any change in any such requirement as soon as Company the Borrower becomes aware of it; (bii) Company the Borrower shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on Companythe Borrower) for its own account or (if that liability is imposed on the Administrative Agent or such Lender, as the case may be) on behalf of and in the name of the Administrative Agent or such Lender;, as the case may be; Cleco Power LLC Credit Agreement (ciii) the sum payable by Company the Borrower to the Administrative Agent or a Lender in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, the Administrative Agent or such Lender, as the case may be, receives on the due date therefor a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and, provided that no amount shall be required to be paid to any Foreign Lender for any Tax imposed as a result of such Foreign Lender’s failure to comply with the reporting requirements as set forth in Sections 1471 and 1472 of the Code (or regulation or administrative guidance promulgated thereunder) except to the extent that such compliance would cause a Foreign Lender to be in violation of any applicable law; (div) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (bii) above to pay, Company the Borrower shall deliver to the Administrative Agent and the applicable Lender evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authorityGovernmental Authority; and (v) provided that no such additional amount shall be required to be paid to any Lender under clause (ciii) above except to the extent that any change after the date hereof Effective Date (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement and Assumption pursuant to which such Lender became a Lender (in the case of each other Lender) in if any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreementand Assumption, as the case may be, in respect of payments to such Lender, and provided further that any Lender claiming any additional amounts payable pursuant to this Section 3.7 shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Applicable Lending Office or take other appropriate action if the making of such a change or the taking of such action, as the case may be, would avoid the need for, or reduce the amount of, any such additional amounts that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender.

Grossing-up of Payments. If Company Borrower or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company Borrower to Administrative Agent or any Lender under any of the Loan Documentsthis Agreement: (a) Company Borrower shall notify Administrative Agent such Lender of any such requirement or any change in any such requirement as soon as Company Borrower becomes aware of it; (b) Company Borrower shall pay any such Tax before the date on which penalties attach theretowhen such Tax is due, such payment to be made (if the liability to pay is imposed on Companysuch Lender) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (c) the sum payable by Company Borrower in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, Lender receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (d) within 30 thirty (30) days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 thirty (30) days after the due date of payment of any Tax which it is required by clause (b) above to pay, Company Borrower shall deliver to Administrative Agent the applicable Lender evidence satisfactory to the other affected parties such Lender of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Lender under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at on the date of this Agreement or at the date of on which such Assignment Agreement, as the case may beLender became a Lender, in respect of payments to such Lender.

Grossing-up of Payments. If the Company or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by the Company to Administrative Agent or any Lender under any of the Loan Documents: (a) Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company becomes aware of it; (b) Company shall pay any such Tax before the date on which penalties attach theretowhen such Tax is due, such payment to be made (if the liability to pay is imposed on Company) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (c) the sum payable by the Company in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or mademade and shall be increased to the extent necessary to take into account any taxes (including for these purposes any income, recordation, mortgage, stamp and documentary taxes) Administrative Agent or such Lender, as the case may be, may incur as a result of such payment; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date 43 of payment of any Tax which it is required by clause (b) above to pay, the Company shall deliver to Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Lender under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at on the date of this Agreement or at the date of on which such Assignment Agreement, as the case may beLender became a Lender, in respect of payments to such Lender.

Grossing-up of Payments. If Company Except as otherwise provided in Section 3.01(c), if Whirlpool or any other Person is required by law to make any deduction or withholding on account of any such Tax Taxes from any sum paid or expressed to be payable by Company Whirlpool to Administrative Agent or any Lender under any of the Loan Documentsthis Credit Agreement: (aA) Company the applicable party shall notify the Administrative Agent and, if such party is not Whirlpool, the Administrative Agent will notify Whirlpool of any such requirement or any change in any such requirement as soon as Company such party becomes aware of it; (bB) Company Whirlpool shall pay any such Tax all Taxes before the date on which penalties attach theretoattached thereto become due and payable, such payment to be made (if the liability to pay is imposed on CompanyWhirlpool) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may beany other party to this Credit Agreement) on behalf of and in the name of Administrative Agent or such Lenderthat party; (cC) the sum payable by Company Whirlpool in respect of which the relevant deduction, withholding or payment is required shall (except, in the case of any such payment, to the extent that the amount thereof is not ascertainable when that sum is paid) be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, that party receives on the due date and retains (free from any liability in respect of any such deduction, withholding or payment of Taxes) a net sum equal to what that which it would have received and so retained had no such deduction, withholding or payment of Taxes been required or made; and (dD) within 30 thirty days after paying payment of any sum from which it Whirlpool is required by law to make any deduction or withholdingwithholding of Taxes, and within 30 thirty days after the due date of payment of any Tax or other amount which it is required by clause to pay pursuant to the foregoing subsection (bB) above of this Section 3.01(b), Whirlpool shall, to paythe extent it is legally entitled to do so, Company shall deliver to the Administrative Agent all such certified documents and other evidence as to the making of such deduction, withholding or payment as (x) are reasonably satisfactory to the other affected parties as proof of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be , and (y) are required to be paid to any Lender under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in by any such requirement for party to enable it to claim a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of tax credit with respect to such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lenderpayment.

Grossing-up of Payments. If Company Borrower or any other Person is required by law to make any deduction or withholding on account of any such Tax tax from any sum paid or payable by Company Borrower to the Administrative Agent or any Lender Syndication Party under any of the Loan Documents: (a) Company Borrower shall notify the Administrative Agent of any such requirement or any change in any such requirement as soon as Company Borrower becomes aware of it; (b) Company Borrower shall pay any such Tax before the date on which penalties attach theretotax when such tax is due, such payment to be made (if the liability to pay is imposed on CompanyBorrower) for its own account or (if that liability is imposed on the Administrative Agent or such LenderSyndication Party, as the case may be) on behalf of and in the name of the Administrative Agent or such LenderSyndication Party; (c) the sum payable by Company Borrower in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, the Administrative Agent or such LenderSyndication Party, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (d) within 30 thirty (30) days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 thirty (30) days after the due date of payment of any Tax tax which it is required by clause (b) above to pay, Company Borrower shall deliver to the Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Lender Syndication Party under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender Syndication Party became a Lender (in the case of each other Lender) Syndication Party in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of on which such Assignment Agreement, as the case may beSyndication Party became a Syndication Party, in respect of payments to such LenderSyndication Party. The obligations of Borrower under this Section 6.4 shall survive the termination of this Credit Agreement and other covenants.

Grossing-up of Payments. If Company or any other Person Administrative Agent is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company to Administrative Agent or any Lender under any of the Loan Documents: (a) Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company becomes aware of it; (b) Company shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on Company) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (c) the sum payable by Company in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and; (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, Company shall deliver to Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Lender under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Grossing-up of Payments. If Company the Borrower or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company the Borrower to the Administrative Agent or any Lender under any of the Loan Documents: (ai) Company the Borrower shall notify the Administrative Agent and such Lender of any such requirement or any change in any such requirement as soon as Company the Borrower becomes aware of it; (bii) Company the Borrower shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on Companythe Borrower) for its own account or (if that liability is imposed on the Administrative Agent or such Lender, as the case may be) on behalf of and in the name of the Administrative Agent or such Lender, as the case may be; (ciii) the sum payable by Company the Borrower to the Administrative Agent or a Lender in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, the Administrative Agent or such Lender, as the case may be, receives on the due date therefor a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and, provided that no amount shall be required to be paid to any Foreign Lender for any Tax imposed as a result of such Foreign Lender’s failure to comply with the reporting requirements set forth in Sections 1471 and 1472 of the Code (or any regulation or administrative guidance promulgated thereunder) except to the extent that such compliance would cause a Foreign Lender to be in violation of any applicable law; (div) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (bii) above to pay, Company the Borrower shall deliver to the Administrative Agent and the applicable Lender evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authorityGovernmental Authority; and provided that no such additional amount shall be required to be paid to any Lender under clause (ciii) above except to the extent that any change after the date hereof Effective Date (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement and Assumption pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned referred to therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreementand Assumption, as the case may be, in respect of payments to such Lender, and provided further that any Lender claiming any additional amounts payable pursuant to this Section 3.7 shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its applicable lending office or take other appropriate action if the making of such a change or the taking of such action, as the case may be, would avoid the need for, or reduce the amount of, any such additional amounts that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender.

Grossing-up of Payments. If Company any Obligor or any other Person is required by law any law, rule, regulation, order, directive, treaty or guideline to make any deduction or withholding on account of any such Tax (which deduction or withholding would constitute an Indemnified Tax) from any sum amount required to be paid by any Obligor to or payable by Company to Administrative Agent or any Lender on behalf of an Indemnified Tax Person under any of the Loan Documents: Document, then (ai) Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company becomes aware of it; (b) Company Obligor shall pay any such Indemnified Tax before the date on which penalties attach thereto, such payment to be made for its own account (if the liability to pay is imposed on Companysuch Obligor) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; Indemnified Tax Person (cif the liability is imposed on such Indemnified Tax Person), and (ii) the sum payable by Company in respect of which the relevant deduction, withholding or payment is required to such Indemnified Tax Person shall be increased as may be necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section) such Indemnified Tax Person receives an amount equal to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deductiondeductions or withholdings been made. Notwithstanding the foregoing, withholding or payment been required or made; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, Company shall deliver to Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Lender Indemnified Tax Person under clause (cii) above of the preceding sentence except to the extent that any change the requirement to deduct or withhold or the amount thereof is attributable to (i) the introduction after the date hereof Effective Date of any law, rule or regulation requiring any Person to withhold or deduct any amount from any payment under the Loan Documents in respect of an Indemnified Tax or (in the case of each Lender listed on the signature pages hereofii) or any increase after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase Effective Date in the rate of any such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lenderdeduction.

Grossing-up of Payments. If Company or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company to Administrative Agent or any Lender under any of the Loan Documents: (a1) Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company becomes aware of it; (b2) Company shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on Company) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (c3) the sum payable by Company in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent 74 necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date and retains (free from any liability in respect of any such deduction, withholding or payment) a net sum equal to what it would have received and so retained had no such deduction, withholding or payment been required or made; and (d4) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, Company shall deliver to Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Lender under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Grossing-up of Payments. If Company or any other Person is required by law to make any deduction or withholding on account of any such Indemnified Tax from any sum paid or payable by Company to Administrative Agent or any Lender under any of the Loan Documents: (a) Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company becomes aware of it; (b) Company shall pay any such Tax before the date on which penalties attach theretowhen such Tax is due, such payment to be made (if the liability to pay is imposed on Company) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (c) the sum payable by Company in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, Company shall deliver to Administrative Agent evidence reasonably satisfactory to the other affected parties Lender of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Lender under clause (c) above except to the extent that any change in any applicable law, treaty or governmental rule regulation or order, or any change in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or other Government Authority applicable to such Lender, in each case after the date hereof (in later of the case of each Lender listed on the signature pages hereof) or after Closing Date and the date of the Assignment Agreement pursuant to on which such Lender became a Lender (Lender, shall result in the case loss of each other any exemption from, or an increase in the rate of, such deduction, withholding or payment with respect to payments to such Lender) in , from any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at on the date of this Agreement or at the date of on which such Assignment Agreement, as the case may be, in respect of payments to such Lender became a Lender.

Grossing-up of Payments. If Company the Borrowers or any other Person is required by law to make any deduction or withholding on account of any such Included Tax from any sum paid or payable by Company the Borrowers to the Administrative Agent or any Lender under any of the Loan Documents: (a) Company the Borrowers shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company becomes the Borrowers become aware of it; (b) Company the Borrowers shall pay any such Included Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on Companythe Borrowers) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of the Administrative Agent or such Lender; (c) the sum payable by Company the Borrowers in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, the Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Included Tax which it is required by clause (b) above to pay, Company the Borrowers shall deliver to the Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided PROVIDED that no such additional amount shall be required to be paid to any Lender under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Grossing-up of Payments. If Company If, notwithstanding Seller's representation ----------------------- and warranty under subsection (a) of this Section 4.3, Seller in its capacity as collection agent hereunder, an Approved Customer or any other Person person or entity is required by law to make any deduction or withholding on account of any such Tax tax from any sum paid or payable by Company Seller or an Approved Customer to Administrative Agent or any Lender under any of the Loan DocumentsBuyer hereunder: (ai) Company Seller shall notify Administrative Agent Buyer of any such requirement or any change in any such requirement as soon as Company Seller becomes aware of it; (bii) Company Seller shall pay pay, for itself and on behalf of Approved Customers, any such Tax tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on CompanySeller or Approved Customers) for its or their own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) Buyer on behalf of and in the name of Administrative Agent or such LenderBuyer); (ciii) the The sum payable by Company Seller for itself on behalf of Approved Customers, in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, Buyer receives on the due date and retains (free from any liability in respect of any such deduction, withholding or payment) a net sum equal to what it would have received and so retained had no such deduction, withholding or payment been required or made; and (div) within 30 Within thirty (30) days after paying payment of any sum from which it is required by law to make any deduction deductions or withholding, withholding and within 30 thirty (30) days after the due date of payment of any Tax tax which it is required by clause this subsection (b) above to pay, Company Seller shall deliver to Administrative Agent evidence satisfactory to the other affected parties Buyer any original vouchers or receipts, or certified copies of such deductionvouchers or receipts, evidencing payment of such withholding tax and any other documents or payment and of the remittance thereof information relating to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Lender under clause (c) above except to the extent that any change after the date hereof (payments received by Seller from governmental authorities in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which country levying such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lendertaxes.

Grossing-up of Payments. If Company the Borrower or any other Person is required by law to make any deduction or withholding on account of any such Covered Tax from any sum paid or payable by Company the Borrower to Administrative Agent or any Lender Bank under any of the Loan Documents: (ai) Company The Borrower shall notify Administrative Agent such Bank of any such requirement or any change in any such requirement as soon as Company the Borrower becomes aware of it; (bii) Company The Borrower shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on Companythe Borrower) for its their own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may beBank) on behalf of and in the name of Administrative Agent or such LenderBank; (ciii) the The sum payable by Company the Borrower in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, Bank receives on the due date and retains (free from any liability in respect of any such deduction, withholding or payment) a net sum equal to what it would have received and so retained had no such deduction, withholding or payment in respect of Covered Taxes been required or made; and (div) within 30 Within thirty (30) days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 thirty (30) days after the due date of payment of any Tax which it is required to pay by clause (bii) above to payabove, Company the Borrower shall deliver to Administrative Agent such Bank evidence satisfactory to the other affected parties such Bank of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Lender Bank under clause (ciii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Loan Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such LenderBank.

Grossing-up of Payments. If Company Borrower or any other Person is required by law any Legal Requirement to make any deduction or withholding on account of any such Tax (other than a Tax on the overall net income of any Lender) from any sum paid or payable by Company Borrower to Administrative Agent or any Lender under any of the Loan Documents: (aA) Company Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company Borrower becomes aware of it; (bB) Company Borrower shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on CompanyBorrower) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (cC) the sum payable by Company Borrower in respect of which the relevant deduction, withholding withholding, or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding withholding, or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding withholding, or payment been required or mademade (but net of any tax credit realized by Administrative Agent or such Lender); and (dD) within 30 thirty (30) days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 thirty (30) days after the due date of payment of any Tax which it is required by clause (bSECTION 2.7(b)(ii)(B) above to pay, Company Borrower shall deliver to Administrative Agent evidence satisfactory to the other affected parties of such CREDIT AGREEMENT deduction, withholding withholding, or payment and of the remittance thereof to the relevant taxing or other authority; provided that PROVIDED THAT no such additional amount shall be required to be paid to any Lender under clause (cSECTION 2.7(b)(ii)(C) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding withholding, or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding withholding, or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Grossing-up of Payments. If Company or any other Person is required by ----------------------- law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company to Administrative Agent or any Lender under any of the Loan Documents: : (a) Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company becomes aware of it; ; (b) Company shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on Company) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; ; (c) the sum payable by Company in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, Company shall deliver to Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any -------- Lender under clause (c) above except to the extent that any change after the ---- date hereof (in the case of each Lender listed on the signature pages hereof) or --- after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Grossing-up of Payments. If Company the Borrower or any other Person person or entity is required by law to make any deduction or withholding on account of any such Tax tax from any sum paid or payable by Company the Borrower to Administrative Agent or any Lender under any of the Loan DocumentsBank hereunder: (ai) Company the Borrower shall notify Administrative Agent the Bank of any such requirement or any change in any such requirement as soon as Company the Borrower becomes aware of it; (bii) Company the Borrower shall pay any such Tax tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on Companythe Borrower) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) Bank on behalf of and in the name of Administrative Agent or such LenderBank) for the Bank’s account; (ciii) the The sum payable by Company the Borrower in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, Bank receives on the due date and retains (free from any liability in respect of any such deduction, withholding or payment) a net sum equal to what it would have received and so retained had no such deduction, withholding or payment been required or made; and and Within thirty (d30) within 30 days after paying payment of any sum from which it is required by law to make any deduction deductions or withholding, withholding and within 30 thirty (30) days after the due date of payment of any Tax tax which it is required by clause (b) above Applicable Law to pay, Company the Borrower shall deliver to Administrative Agent evidence satisfactory to the other affected parties Bank any original vouchers or receipts, or certified copies of such deductionvouchers or receipts, evidencing payment of such withholding tax and any other documents or payment and of information relating to such payments received by the remittance thereof to Borrower from governmental authorities in the relevant taxing or other authority; provided that no country levying such additional amount withholding taxes. (iv) Notwithstanding the foregoing, the Borrower shall not be required to be paid to gross up any Lender under clause (c) above except Japanese withholding Taxes imposed at a rate not exceeding 10% on each payment of interest and commitment fee to the extent required to be withheld or deducted under Applicable Law, provided that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date Borrower has complied with all of the Assignment Agreement pursuant to which such Lender became a Lender (in requirements of the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date foregoing clauses of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such LenderSection 1.09(c).

Grossing-up of Payments. If Company Except as otherwise provided in Section 3.01(c), if: (i) Whirlpool or any other Person is required by law to make any deduction or withholding on account of any such Tax Taxes from any sum paid or expressed to be payable by Company Whirlpool to Administrative Agent or any Lender under this Credit Agreement, or (ii) any party to this Credit Agreement (or any Person on its behalf) other than Whirlpool is required by law to deduct or withhold any Tax from, or make a payment of the Loan DocumentsTaxes with respect to, any such sum received or receivable by any Lender under this Credit Agreement: (aA) Company the applicable party shall notify the Administrative Agent and, if such party is not Whirlpool, the Administrative Agent will notify Whirlpool of any such requirement or any change in any such requirement as soon as Company such party becomes aware of it; (bB) Company Whirlpool shall pay any such Tax all Taxes before the date on which penalties attach theretoattached thereto become due and payable, such payment to be made (if the liability to pay is imposed on CompanyWhirlpool) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may beany other party to this Credit Agreement) on behalf of and in the name of Administrative Agent or such Lenderthat party; (cC) the sum payable by Company Whirlpool in respect of which the relevant deduction, withholding or payment is required shall (except, in the case of any such payment, to the extent that the amount thereof is not ascertainable when that sum is paid) be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, that party receives on the due date and retains (free from any liability in respect of any such deduction, withholding or payment of Taxes) a net sum equal to what that which it would have received and so retained had no such deduction, withholding or payment of Taxes been required or made; and (dD) within 30 thirty days after paying payment of any sum from which it Whirlpool is required by law to make any deduction or withholdingwithholding of Taxes, and within 30 thirty days after the due date of payment of any Tax or other amount which it is required by clause to pay pursuant to the foregoing subsection (bB) above of this Section 3.01(b), Whirlpool shall, to paythe extent it is legally entitled to do so, Company shall deliver to the Administrative Agent all such certified documents and other evidence as to the making of such deduction, withholding or payment as (x) are reasonably satisfactory to the other affected parties as proof of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be , and (y) are required to be paid to any Lender under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in by any such requirement for party to enable it to claim a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of tax credit with respect to such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lenderpayment.

Grossing-up of Payments. If Company Borrower or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company Borrower to Administrative Agent or any Lender under any of the Loan Documents: (a) Company Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company Borrower becomes aware of it; (b) Company Borrower shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on CompanyBorrower) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (c) the sum payable by Company Borrower in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, Company Borrower shall deliver to Administrative Agent and the affected Lenders evidence satisfactory to Administrative Agent and the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Lender under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Grossing-up of Payments. If Company Borrower or any other Person is required by law to make any deduction or withholding on account of any such Included Tax from any sum paid or payable by Company Borrower to Administrative Agent or any Lender under any of the Loan Documents: (a) Company Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company Borrower becomes aware of it; (b) Company Borrower shall pay any such Included Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on CompanyBorrower) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (c) the sum payable by Company Borrower in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, be receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Included Tax which it is required by clause (b) above to pay, Company Borrower shall deliver to Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Lender under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement or joinder agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment AgreementAgreement or joinder agreement, as the case may be, in respect of payments to such Lender.

Grossing-up of Payments. If Company or any other Person is required by law to make any deduction or withholding on account of any such Tax (other than an Excluded Tax) from any sum paid or payable by Company to Administrative Agent or any Lender under any of the Loan Documents: (a) Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company becomes aware of it; (b) Company shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on Company) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (c) the sum payable by Company in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, Company shall deliver to Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Lender under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.of

Grossing-up of Payments. If Company any Borrower or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company such Borrower to Administrative Agent or any Lender under any of the Loan Documents: (a) Company such Borrower shall notify Administrative Agent Lender of any such requirement or any change in any such requirement as soon as Company such Borrower becomes aware of it; (b) Company such Borrower shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on Companysuch Borrower) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (c) the sum payable by Company such Borrower to Lender in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, Lender receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, Company such Borrower shall deliver to Administrative Agent Lender evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Lender under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Grossing-up of Payments. If Company or any other Person ----------------------- is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company to Administrative Agent or any Lender under any of the Loan Documents: (a) Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company becomes aware of it; (b) Company shall pay any such Tax before the date on which penalties attach theretowhen such Tax is due, such payment to be made (if the liability to pay is imposed on Company) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (c) the sum payable by Company in respect of which the relevant deduction, withholding or payment on account of such Tax is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a sum net sum of such Tax equal to what it would have received had no such deduction, withholding or payment been required or made; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, Company shall deliver to Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid -------- to any Lender or to Agent on behalf of Agent or any Lender under clause (c) above (i) with respect to any Tax required to be deducted or withheld on the basis of the information, certificates or statements of exemption a Non-US Lender chooses to transmit with an Internal Revenue Service Form W-8IMY pursuant to subsection 2.7B(iii)(b)(2) and (ii) except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (other than a change under the applicable law enacted or promulgated, but not in the case effect, as of each other Lendersuch date, as long as such change becomes effective within one year of such date) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at on the date of this Agreement or at the date of on which such Assignment Agreement, as the case may beLender became a Lender, in respect of payments to such Lender.

Grossing-up of Payments. If Company Borrower or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company Borrower to Administrative Agent or any Lender under any of the Loan Documents: (a) Company Borrower shall notify Administrative Agent of any such requirement require ment or any change in any such requirement as soon as Company Borrower becomes aware of it; (b) Company Borrower shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on CompanyBorrower) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (c) the sum payable by Company Borrower in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, Company Borrower shall deliver to Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to or on behalf of any Lender under clause (b) or (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Grossing-up of Payments. If Company the Borrower, the Bank or any other Person person or entity is required by law to make any deduction or withholding on account of any such Tax tax from any sum paid or payable by Company the Borrower to Administrative Agent or any Lender under any the Bank hereunder (excluding, in the case of the Loan Documents:Bank, taxes that would not be imposed in respect of a payment under this Agreement but for a present or former connection between the jurisdiction of the government or taxing authority imposing such tax and Bank (including, without limitation, a connection arising from Bank being or having been a citizen or resident of such jurisdiction or being or having been treated as a resident of such jurisdiction, or being or having been organized, present or engaged in a trade or business in such jurisdiction, or having or having had a permanent establishment or fixed place of business in such jurisdiction, but excluding a connection arising solely from Bank having executed, delivered, performed its obligations or received a payment under, or enforced, this Agreement): (ai) Company the Borrower shall notify Administrative Agent the Bank of any such requirement or any change in any such requirement as soon as Company the Borrower becomes aware of it; (bii) Company the Borrower shall pay any such Tax tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on Companythe Borrower) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) Bank on behalf of and in the name of Administrative Agent or such LenderBank) for the Bank’s account; (ciii) the The sum payable by Company the Borrower in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, Bank receives on the due date and retains (free from any liability in respect of any such deduction, withholding or payment) a net sum equal to what it would have received and so retained had no such deduction, withholding or payment been required or made; and and Within thirty (d30) within 30 days after paying payment of any sum from which it is required by law to make any deduction deductions or withholding, withholding and within 30 thirty (30) days after the due date of payment of any Tax tax which it is required by clause (b) above Applicable Law to pay, Company the Borrower shall deliver to Administrative Agent evidence satisfactory to the other affected parties Bank any original vouchers or receipts, or certified copies of such deductionvouchers or receipts, evidencing payment of such withholding tax and any other documents or payment and of information relating to such payments received by the remittance thereof to Borrower from governmental authorities in the relevant taxing or other authority; provided that no country levying such additional amount withholding taxes. (iv) Notwithstanding the foregoing, (i) the Borrower shall not be required to be paid to gross up any Lender under clause (c) above except Japanese withholding Taxes imposed at a rate not exceeding 10% on each payment of interest and the facility fee to the extent required to be withheld or deducted under Applicable Law, provided that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date Borrower has complied with all of the Assignment Agreement requirements of the foregoing clauses of this Section 1.09(c), and (ii) Borrower shall not be required to gross up or pay any amount with respect to any interest and penalties to the extent any such interest and penalties arise from the Bank’s failure to notify Borrower within a reasonable period of time after receiving final notification from a taxing authority that Taxes are due. (v) If Borrower is required to pay additional amounts to or for the account of Bank pursuant to which this Section 1.09(c), then the Bank will, at the request of the Borrower, change the jurisdiction of its applicable lending office if such Lender became a Lender change (in the case of each other Lenderi) in will eliminate or reduce any such requirement for a deductionadditional payment which may thereafter accrue and (ii) is not materially disadvantageous to, withholding or payment as is mentioned therein shall result in an increase in and will not cause unreasonable hardship to, the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such LenderBank.

Grossing-up of Payments. If Company the Borrowers or any other Person is required by law to make any deduction or withholding on account of any such Included Tax from any sum paid or payable by Company the Borrowers to the Administrative Agent or any Lender under any of the Loan Documents: (a) Company the Borrowers shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company becomes the Borrowers become aware of it; (b) Company the Borrowers shall pay any such Included Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on Companythe Borrowers) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of the Administrative Agent or such Lender; (c) the sum payable by Company the Borrowers in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, the Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Included Tax which it is required by clause (b) above to pay, Company the Borrowers shall deliver to the Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided PROVIDED that no such additional amount shall be required to be paid to any Lender under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement or Joinder Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender; PROVIDED however that in the case of an assignment, if the assignor was entitled to additional amounts pursuant to this Section 2.7B, then such assignee shall be entitled to such additional amounts.

Grossing-up of Payments. If Company or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Company to Administrative Agent or any Lender under any of the Loan Documents: (a) Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company becomes aware of it; (b) Company shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on Company) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (c) the sum payable by Company in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (d) within 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, Company shall deliver to Administrative Agent evidence satisfactory to the other affected parties Administrative Agent of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Lender under clause (c) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof) or after the date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof imposing any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the applicable rate (including an increase from a zero rate to a positive rate) of such deduction, withholding or payment from that in effect at the date of this Agreement or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

Grossing-up of Payments. If Company the Borrower or any other Person is required by law to make any deduction or withholding on account of any such Non-Excluded Tax from any sum paid or payable by Company the Borrower to the Administrative Agent or any Lender under any of the Loan Documents: (a) Company the Borrower shall promptly notify the Administrative Agent of any such requirement or any change in any such requirement as soon as Company becomes aware of itrequirement; (b) Company the Borrower shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on Companythe Borrower) for its own account or (if that liability is imposed on the Administrative Agent or such Lender, as the case may be) on behalf of and in the name of the Administrative Agent or such Lender; (c) the sum payable by Company the Borrower in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, the Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; (d) the Borrower shall indemnify each such Lender, within thirty (30) days after demand by such Lender therefor, for the full amount of any Non-Excluded Tax paid or incurred by such Lender with respect to any payment by or obligation of the Borrower under the Loan Documents (including any Non-Excluded Tax imposed or asserted on or attributable to amounts payable under this Section 2.5) and any expenses arising therefrom or with respect thereto, whether or not such Non-Excluded Tax were correctly or legally imposed or asserted by the relevant Governmental Authority; and (de) within 30 thirty (30) days after paying any sum from which it is required by law to make any deduction or withholding, and within 30 thirty (30) days after the due date of payment of any Tax which it is required by clause (b) above to pay, Company the Borrower shall deliver to the Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided provided, that no such additional amount shall be required to be paid to any Lender under clause (c) above except to the extent that any change after the date hereof (in the case of 40 $650,000,000 CREDIT AGREEMENT each Lender listed on the signature pages hereofhereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date of this Agreement hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.