Common use of Manner and Treatment of Payments Clause in Contracts

Manner and Treatment of Payments. (a) Each payment hereunder (except payments pursuant to Sections 2.9, 3.7, 3.8, 11.3, 11.11 and 11.22) or on the Notes, on the Swing Line Documents or under any other Loan Document shall be made to the Administrative Agent, at the Administrative Agent’s Office, for the account of each of the Lenders or the Administrative Agent, as the case may be, in immediately available funds not later than 11:00 a.m. on the day of payment (which must be a Banking Day). All payments received after 11:00 a.m. on any Banking Day, shall be deemed received on the next succeeding Banking Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m. on a Banking Day and not so made available to the account of a Lender on that Banking Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America. (b) Each payment or prepayment on account of any Loan (other than Swing Line Advances) shall be applied pro rata according to the outstanding Advances made by each Lender comprising such Loan. (c) Each Lender shall use its best efforts to keep a record of Advances made by it and payments received by it with respect to each of its Notes and, subject to Section 10.6(g), such record shall, as against Borrower, be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, no Lender shall be liable to any Obligor for any failure to keep such a record. (d) Each payment of any amount payable by Borrower or any other Obligor under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding, in the case of each Lender, the Administrative Agent and each Eligible Assignee, and any Affiliate or LIBOR Office thereof, (i) taxes imposed on or measured in whole or in part by its overall net income, gross income or gross receipts or capital and franchise taxes imposed on it, (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America (other than withholding taxes and taxes based on gross income resulting from or attributable to any change in any law, rule or regulation or any change in the interpretation or administration of any law, rule or regulation by any Governmental Agency) or (iii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which it has failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “Taxes”). To the extent that Borrower is obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender under this Agreement, Borrower shall (i) make such deduction or withholding and pay the same to the relevant Governmental Agency and (ii) pay such additional amount to that Lender as is necessary to result in that Lender’s receiving a net after-Tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxes, that Lender shall promptly refund such excess to Borrower.

Manner and Treatment of Payments. (a) Each payment hereunder (except EXCEPT payments pursuant to Sections 2.9, 3.7, 3.8, 11.33.9, 11.11 12.3, 12.11 and 11.2212.22) or on the Notes, on the Swing Line Documents Notes or under any other Loan Document shall be made to the Administrative Managing Agent, at the Administrative Managing Agent’s 's Office, for the account of each of the Lenders or the Administrative Managing Agent, as the case may be, in immediately available funds not later than 11:00 a.m. California time, on the day of such payment (which must be a Banking Day)is due. All payments received after 11:00 a.m. such time, on any Banking Day, shall be deemed received on the next succeeding Banking Day. The amount of all payments received by the Administrative Managing Agent for the account of each Lender shall be immediately paid by the Administrative Managing Agent to the applicable Lender in immediately available funds and, if such payment was received by the Administrative Managing Agent by 11:00 a.m. a.m., California time, on a Banking Day and not so made available to the account of a Lender on that Banking Day, the Administrative Managing Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America. (b) Each payment or prepayment on account of any Loan (other than Swing Line Advances) shall be applied pro rata according to the outstanding Advances made by each Lender comprising such Loan. (c) Each Lender shall use its best efforts to keep a record (which may be in tangible or electronic or other intangible form) of Advances made by it and payments received by it with respect to each of its Notes Note and, subject to Section 10.6(g11.6(g), such record shall, as against Borrower, be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, no the failure by any Lender shall be liable to any Obligor for any failure to keep such a recordrecord shall not affect Borrower's obligation to pay the Obligations. (d) Each payment of any amount payable by Borrower or any other Obligor Party under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding, in the case of each Lender, the Administrative Agent and each Eligible Assignee, and any Affiliate or LIBOR Office thereof, EXCLUDING (i) taxes imposed on or measured in whole or in part by its overall net income, gross income by (A) any jurisdiction (or gross receipts political subdivision thereof) in which it is organized or capital maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is "doing business" and franchise taxes imposed on it, (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America (other than withholding taxes and taxes based on gross income resulting from or attributable to any change in any law, rule or regulation or any change in the interpretation or administration of any law, rule or regulation by any Governmental Agency) or (iii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which it has failed to provide Borrower with the appropriate form or forms required by Section 11.2112.21, to the extent such forms are then required by available under applicable Laws (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “"Taxes”"). To the extent that Borrower is obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender under this Agreement, Borrower shall (i) make such deduction or withholding and pay the same to the relevant Governmental Agency and (ii) pay such additional amount to that Lender as is necessary to result in that Lender’s 's receiving a net after-Tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxes, that Lender shall promptly refund such excess to Borrower.

Manner and Treatment of Payments. (a) Each payment hereunder (except EXCEPT payments pursuant to Sections 2.93.6, 3.7, 3.814.3, 11.3, 11.11 14.11 and 11.2214.22) or on the Notes, on the Swing Line Documents Notes or under any other Loan Document shall be made to the Administrative Agent, Agent at the Administrative Agent’s Office, 's Office for the account of each of the Lenders or the Administrative Agent, as the case may be, in immediately available funds not later than 11:00 a.m. California time, on the day of payment (which must be a Banking Day). All payments received after 11:00 a.m. such time, on any Banking Day, shall be deemed received on the next succeeding Banking Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m. a.m., California time, on a Banking Day and not so made available to the account of a Lender on that Banking Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America. (b) Each payment or prepayment on account of any Loan (other than Swing Line Advances) shall be applied pro rata according to the outstanding Advances made by each Lender comprising such Loan. (c) Each Lender shall use its best efforts to keep a record (in writing or by an electronic data entry system) of Advances made by it and payments received by it with respect to each of its Notes and, subject to Section 10.6(g13.6(g), such record shall, as against BorrowerBorrowers, be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, no the failure by any Lender shall be liable to any Obligor for any failure to keep such a recordrecord shall not affect Borrowers' obligation to pay the Obligations. (d) Each payment of any amount payable by Borrower Borrowers or any other Obligor Party under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding, in the case of each Lender, the Administrative Agent and each Eligible Assignee, and any Affiliate or LIBOR Office thereof, EXCLUDING (i) taxes imposed on or measured in whole or in part by its overall net income, gross income by (A) any jurisdiction (or gross receipts political subdivision thereof) in which it is organized or capital maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is "doing business" and franchise taxes imposed on it, (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America (other than withholding taxes and taxes based on gross income resulting from or attributable to any change in any law, rule or regulation or any change in the interpretation or administration of any law, rule or regulation by any Governmental Agency) or (iii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which it has failed to provide Borrower Borrowers with the appropriate form or forms required by Section 11.2114.21, to the extent such forms are then required by applicable Laws (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “"Taxes”"). To the extent that Borrower is Borrowers are obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender under this Agreement, Borrower Borrowers shall (i) make such deduction or withholding and pay the same to the relevant Governmental Agency and (ii) pay such additional amount to that Lender as is necessary to result in that Lender’s 's receiving a net after-Tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxes, that Lender shall promptly refund such excess to BorrowerBorrowers.

Manner and Treatment of Payments. (a) Each payment hereunder (except payments pursuant to Sections 2.9, 3.7, 3.8, 11.3, 11.11 and 11.22) or on the Notes, on the Swing Line Documents Notes or under any other Loan Document shall be made by Borrower to the Administrative AgentAgent without setoff, deduction or counterclaim at the Administrative Agent’s Office, 's Office for the account of each of the Lenders or the Administrative Agent, as the case may be, in immediately available funds not later than 11:00 a.m. California time, on the day of payment (which must be a Banking Day). All payments received after 11:00 a.m. such time, on any Banking Day, shall be deemed received on the next succeeding Banking Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m. a.m., California time, on a Banking Day and not so made available to the account of a Lender on that Banking Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America. (b) Each payment or prepayment on account of any Loan (other than Swing Line Advances) shall be applied pro rata according to the outstanding Advances made by each Lender comprising such Loan. (c) Each Lender shall use its best efforts to keep a record (in writing or by an electronic data entry system) of Advances made by it and payments received by it with respect to each of its Notes and, subject to Section 10.6(g), such record shall, as against Borrower, be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, no the failure by any Lender shall be liable to any Obligor for any failure to keep such a recordrecord shall not affect Borrower's obligation to pay the Obligations. (di) Each payment of any amount payable Any and all payments by Borrower or any other Obligor under this Agreement or any other Loan Document shall be made free and clear ofof and without deduction or withholding for any and all present or future taxes, including those taxes described in Section 11.3, levies, imposts, deductions, charges or withholdings, and without reduction by reason ofall interest, any taxespenalties and liabilities with respect thereto, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding, in the case of each LenderLender and the Administrative Agent, net income taxes or branch profits taxes or franchise and excise taxes (to the extent such taxes are imposed in lieu of net income taxes), imposed on any Lender or the Administrative Agent as a result of a connection between such Lender or the Administrative Agent and each Eligible Assignee, and any Affiliate or LIBOR Office thereof, (i) taxes imposed on or measured in whole or in part by its overall net income, gross income or gross receipts or capital and franchise taxes imposed on it, (ii) any withholding taxes or other taxes based on gross income imposed by the United States jurisdiction of America the Governmental Agency imposing such tax (other than withholding taxes and taxes based on gross income resulting any such connection arising solely from such Lender or attributable to any change in any lawthe Administrative Agent having executed, rule delivered or regulation performed its obligations or any change in the interpretation received a payment under, or administration of any lawenforced, rule or regulation by any Governmental Agencythis Agreement) or (iii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which it has failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws (all such non-excluded taxes, assessments or other and charges being hereinafter referred to as “"Non-Excluded Taxes”"). To the extent that If Borrower is obligated shall be required by applicable Laws law to make deduct or withhold any deduction or withholding on account of Non-Excluded Taxes from or in respect of any amount sum payable hereunder to any Lender or the Administrative Agent (A) the amount payable shall be increased as may be necessary so that after making all required deductions or withholdings (including required deductions or withholdings for Non-Excluded Taxes applicable to additional amounts payable under this AgreementSection 3.12(d)) such Lender or the Administrative Agent, as the case may be, receives an amount equal to the amount it would have received had no such deductions or withholdings been made, (B) Borrower shall (i) make such deduction deductions or withholding withholdings and (C) Borrower shall pay the same full amount deducted or withheld to the relevant Governmental Agency and in accordance with applicable Laws. (ii) Each Lender organized under the Laws of the United States of America or a State thereof or the District of Columbia on or prior to the execution and delivery of this Agreement (A) shall provide each of the Administrative Agent and Borrower with two original and duly completed United States Internal Revenue Service Forms W-9, or successor applicable form, certifying that such Lender is a United States resident and is exempt from United States backup withholding tax, (B) shall provide the Administrative Agent and Borrower two further copies of any such form or certification from time to time thereafter as requested in writing by Borrower and (C) shall obtain such extensions and renewals thereof as may reasonably be requested in writing by Borrower or the Administrative Agent. Each Person that shall become a participant pursuant to Section 11.8 shall, upon the effectiveness of the related transfer, be required to provide all of the forms and certifications required pursuant to this Section 3.12(d)(ii) as appropriate, as if such participant were a Lender; provided that such participant shall furnish all such required forms and certifications to the Lender from which the related participation was purchased. (iii) Notwithstanding anything else in this Agreement to the contrary, for any period with respect to which a Lender has failed to comply with the requirements of Section 3.12(d)(ii) or Section 11.21, as the case may be, such Lender shall not be entitled to any payment under this Section 3.12(d) or to indemnification under Section 3.12(e) with respect to Non-Excluded Taxes imposed by reason of such failure; provided, however, that should a Lender become subject to Non-Excluded Taxes because of its failure to deliver a form required hereunder, Borrower shall, at such Lender's expense (including internal costs of Borrower), take such steps as such Lender shall reasonably require to assist the Lender to recover such Non-Excluded Taxes. (iv) Should any Lender claim a refund, credit or deduction from a Governmental Agency to which such Lender would not be entitled but for the payment by Borrower of Non-Excluded Taxes as required by this Section 3.12(d), such Lender thereupon shall pay the amount of such additional amount to that Lender as is necessary to result refund or, in that Lender’s receiving the case of a net after-Tax credit or deduction, the amount equal to the amount to by which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt other taxes of such payment results Lender are actually reduced, together with any interest paid or allowed by the refunding, crediting or deducting Governmental Agency in an excess payment connection with such refund, credit or credit deduction. (e) Borrower shall indemnify each Lender and the Agent for and hold each of them harmless against the full amount of Non-Excluded Taxes (including Non-Excluded Taxes of any kind imposed by a Governmental Agency on additional amounts required to that be paid pursuant to Section 3.12(d)) imposed on or paid by such Lender on account or the Administrative Agent, as the case may be. Each Lender and the Administrative Agent hereby agrees to give written notice to Borrower, as appropriate, of the assertion of any claim against such Lender or the Agent relating to Non-Excluded Taxes as promptly as practicable after such Lender or the Administrative Agent has been notified in writing of such Taxesassertion. This indemnification shall be made within 30 days from the date such Lender or the Administrative Agent, that Lender shall promptly refund as the case may be, provides Borrower, as appropriate, with such excess to Borrowerwritten notice.

Manner and Treatment of Payments. (a) Each Subject to Section 3.12(e) below, each payment hereunder (except payments pursuant to Sections 2.92.5, 3.7, 3.8, 11.3, 11.11 and 11.22) or on the Notes, on the Swing Line Documents or under any other Loan Credit Document shall be made to the Administrative Agent, at the Administrative Agent’s Office, for the account of each of the Lenders or the Administrative Agent, as the case may be, in immediately available funds not later than 11:00 a.m. on the day of payment (which must be a Banking Business Day); without set-off, counterclaim or deduction of any kind. All payments received after 11:00 a.m. on any Banking Business Day, shall be deemed received on the next succeeding Banking Business Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m. on a Banking Business Day and not so made available to the account of a Lender on that Banking Business Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America. (b) Each payment or prepayment on account of any Loan (other than Swing Line Advances) shall be applied pro rata according to the outstanding Advances made by each Lender comprising such Loan. (c) Each Lender shall use its best efforts to keep a record of Advances made by it and payments received by it with respect to each of its Notes and, subject to Section 10.6(g), and such record shall, as against Borrower, be presumptive evidence of the amounts owingowing absent manifest error. Notwithstanding the foregoing sentence, no Lender shall be liable to any Obligor for any failure to keep such a record. (d) Each payment of any amount payable by Borrower or any other Obligor under this Agreement or any other Loan Credit Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding, in the case of each Lender, the Administrative Agent and each Eligible Assignee, and any Affiliate or LIBOR Office thereof, (i) taxes imposed on or measured in whole or in part by its overall net income, gross income or gross receipts or capital and franchise taxes imposed on it, (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America (other than withholding taxes and taxes based on gross income resulting solely from or attributable to any change in any law, rule or regulation or any change in the interpretation or administration of any law, rule or regulation by any Governmental Agency) or (iii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which it has failed to provide Borrower with the appropriate form or forms required by Section 11.2111.22, to the extent such forms are then required by applicable Laws (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “Taxes”). To the extent that Borrower is obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender under this Agreement, Borrower shall (i) make such deduction or withholding and pay the same to the relevant Governmental Agency and (ii) pay such additional amount to that Lender as is necessary to result in that Lender’s receiving a net after-Tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxes, that Lender shall promptly refund such excess to Borrower. (e) On each date when payments are due pursuant to Section 3.12(a), Borrower agrees to maintain on deposit in the Designated Deposit Account an amount sufficient to pay any and all amounts so due in full on such date. Borrower hereby authorizes Administrative Agent (i) to deduct automatically from the Designated Deposit Account all such amounts when due under this Agreement or the other Credit Documents, and (ii) if and to the extent any payment of such amounts is not made when due, to deduct automatically any such amounts from any and all other accounts of Borrower or its Subsidiaries maintained with Bank of America. Administrative Agent agrees to provide timely written notice to Borrower of any automatic deduction made pursuant to this Section 3.12(e) showing in reasonable detail the amounts of such deduction. Each Lender agrees to reimburse Borrower for amounts, if any, deducted from such accounts in excess of amounts due hereunder or under any other Credit Document to the extent such amounts shall have been actually received by such Lender.

Manner and Treatment of Payments. (a) Each payment hereunder (except payments pursuant to Sections 2.9, 3.7, 3.8, 11.3, 11.11 and 11.22) or on the Notes, on the Swing Line Documents Notes or under any other Loan Document shall be made by Borrower to the Administrative AgentAgent without setoff, deduction or counterclaim at the Administrative Agent’s Office, 's Office for the account of each of the Lenders or the Administrative Agent, as the case may be, in immediately available funds not later than 11:00 a.m. California time, on the day of payment (which must be a Banking Day). All payments received after 11:00 a.m. such time, on any Banking Day, shall be deemed received on the next succeeding Banking Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m. a.m., California time, on a Banking Day and not so made available to the account of a Lender on that Banking Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America. (b) Each payment or prepayment on account of any Loan (other than Swing Line Advances) shall be applied pro rata according to the outstanding Advances made by each Lender comprising such Loan. (c) Each Lender shall use its best efforts to keep a record (in writing or by an electronic data entry system) of Advances made by it and payments received by it with respect to each of its Notes and, subject to Section 10.6(g), such record shall, as against Borrower, be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, no the failure by any Lender shall be liable to any Obligor for any failure to keep such a recordrecord shall not affect Borrower's obligation to pay the Obligations. (di) Each payment of any amount payable Any and all payments by Borrower or any other Obligor under this Agreement or any other Loan Document shall be made free and clear ofof and without deduction or withholding for any and all present or future taxes, including those taxes described in Section 11.3, levies, imposts, deductions, charges or withholdings, and without reduction by reason ofall interest, any taxespenalties and liabilities with respect thereto, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding, in the case of each LenderLender and the Administrative Agent, net income taxes or branch profits taxes or franchise and excise taxes (to the extent such taxes are imposed in lieu of net income taxes), imposed on any Lender or the Administrative Agent as a result of a connection between such Lender or the Administrative Agent and each Eligible Assignee, and any Affiliate or LIBOR Office thereof, (i) taxes imposed on or measured in whole or in part by its overall net income, gross income or gross receipts or capital and franchise taxes imposed on it, (ii) any withholding taxes or other taxes based on gross income imposed by the United States jurisdiction of America the Governmental Agency imposing such tax (other than withholding taxes and taxes based on gross income resulting any such connection arising solely from such Lender or attributable to any change in any lawthe Administrative Agent having executed, rule delivered or regulation performed its obligations or any change in the interpretation received a payment under, or administration of any lawenforced, rule or regulation by any Governmental Agencythis Agreement) or (iii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which it has failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws (all such non-excluded taxes, assessments or other and charges being hereinafter referred to as “"Non-Excluded Taxes”"). To the extent that If Borrower is obligated shall be required by applicable Laws law to make deduct or withhold any deduction or withholding on account of Non-Excluded Taxes from or in respect of any amount sum payable hereunder to any Lender or the Administrative Agent (A) the amount payable shall be increased as may be necessary so that after making all required deductions or withholdings (including required deductions or withholdings for Non-Excluded Taxes applicable to additional amounts payable under this AgreementSection 3.12(d)) such Lender or the Administrative Agent, as the case may be, receives an amount equal to the amount it would have received had no such deductions or withholdings been made, (B) Borrower shall (i) make such deduction deductions or withholding withholdings and (C) Borrower shall pay the same full amount deducted or withheld to the relevant Governmental Agency and in accordance with applicable Laws. (ii) Each Lender organized under the Laws of the United States of America or a State thereof or the District of Columbia on or prior to the execution and delivery of this Agreement (A) shall provide each of the Administrative Agent and Borrower with two original and duly completed United States Internal Revenue Service Forms W-9, or successor applicable form, certifying that such Lender is a United States resident and is exempt from United States backup withholding tax, (B) shall provide the Administrative Agent and Borrower two further copies of any such form or certification from time to time thereafter as requested in writing by Borrower and (C) shall obtain such extensions and renewals thereof as may reasonably be requested in writing by Borrower or the Administrative Agent. Each Person that shall become a participant pursuant to Section 11.8 shall, upon the effectiveness of the related transfer, be required to provide all of the forms and certifications required pursuant to this Section 3.12(d)(ii) as appropriate, as if such participant were a Lender; provided that such participant shall furnish all such required forms and certifications to the Lender from which the related participation was purchased. (iii) Notwithstanding anything else in this Agreement to the contrary, for any period with respect to which a Lender has failed to comply with the requirements of Section 3.12(d)(ii) or Section 11.21, as the case may be, such Lender shall not be entitled to any payment under this Section 3.12(d) or to indemnification under Section 3.12(e) with respect to Non-Excluded Taxes imposed by reason of such failure; provided, however, that should a Lender become subject to Non-Excluded Taxes because of its failure to deliver a form required hereunder, Borrower shall, at such Lender's expense (including internal costs of Borrower), take such steps as such Lender shall reasonably require to assist the Lender to recover such Non-Excluded Taxes. (iv) Should any Lender claim a refund, credit or deduction from a Governmental Agency to which such Lender would not be entitled but for the payment by Borrower of Non-Excluded Taxes as required by this Section 3.12(d), such Lender thereupon shall pay the amount of such additional amount to that Lender as is necessary to result refund or, in that Lender’s receiving the case of a net after-Tax credit or deduction, the amount equal to the amount to by which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt other taxes of such payment results Lender are actually reduced, together with any interest paid or allowed by the refunding, crediting or deducting Governmental Agency in an excess payment connection with such refund, credit or credit deduction. (e) Borrower shall indemnify each Lender and the Administrative Agent for and hold each of them harmless against the full amount of Non-Excluded Taxes (including Non-Excluded Taxes of any kind imposed by a Governmental Agency on additional amounts required to that be paid pursuant to Section 3.12(d)) imposed on or paid by such Lender on account or the Administrative Agent, as the case may be. Each Lender and the Administrative Agent hereby agrees to give written notice to Borrower, as appropriate, of the assertion of any claim against such Lender or the Agent relating to Non-Excluded Taxes as promptly as practicable after such Lender or the Administrative Agent has been notified in writing of such Taxesassertion. This indemnification shall be made within 30 days from the date such Lender or the Administrative Agent, that Lender shall promptly refund as the case may be, provides Borrower, as appropriate, with such excess to Borrowerwritten notice.

Manner and Treatment of Payments. (a) Each payment hereunder (except payments pursuant to ------ Sections 2.93.5, 3.7, 3.83.6, 11.3, 11.11 and 11.22) or on the Notes, on the Swing Line Documents Notes or under any --- --- ---- ----- ----- other Loan Document shall be made to the Administrative Agent, Agent at the Administrative Agent’s Office, 's Office for the account of each of the Lenders or the Administrative Agent, as the case may be, in immediately available funds not later than 11:00 a.m. California time, on the day of payment (which must be a Banking Day). All payments received after 11:00 a.m. such time, on any Banking Day, shall be deemed received on the next succeeding Banking Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m. a.m., California time, on a Banking Day and not so made available to the account of a Lender on that Banking Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America. (b) Each payment or prepayment on account of any Loan (other than Swing Line Advances) shall be applied pro rata according to the outstanding Advances made by each Lender comprising such Loan. (c) Each Lender shall use its best efforts to keep a record (in writing or by an electronic data entry system) of Advances made by it and payments received by it with respect to each of its Notes and, subject to Section 10.6(g), such record shall, as against Borrower, be ------- presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, no the failure by any Lender shall be liable to any Obligor for any failure to keep such a recordrecord shall not affect Borrower's obligation to pay the Obligations. (d) Each payment of any amount payable by Borrower or any other Obligor Party under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding, in the case of each Lender, the Administrative Agent and each Eligible Assignee, and any Affiliate or LIBOR Office thereof, excluding (i) taxes imposed on --------- or measured in whole or in part by its overall net income, gross income by (A) any jurisdiction (or gross receipts political subdivision thereof) in which it is organized or capital maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is "doing business" and franchise taxes imposed on it, (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America (other than withholding taxes and taxes based on gross income resulting from or attributable to any change in any law, rule or regulation or any change in the interpretation or administration of any law, rule or regulation by any Governmental Agency) or (iii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which it has failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the ----- extent such forms are then required by applicable Laws (all such non-non- excluded taxes, assessments or other charges being hereinafter referred to as “"Taxes”"). To the extent that Borrower is obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender under this Agreement, Borrower shall (i) make such deduction or withholding and pay the same to the relevant Governmental Agency and (ii) pay such additional amount to that Lender as is necessary to result in that Lender’s 's receiving a net after-Tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxes, that Lender shall promptly refund such excess to Borrower.

Manner and Treatment of Payments. (a) Each payment hereunder (except payments pursuant to Sections 2.9, 3.73.5, 3.83.6, 11.3, 11.11 and 11.22) or on the Notes, on the Swing Line Documents Notes or under any other Loan Document shall be made to the Administrative Agent, at the Administrative Agent’s 's Office, for the account of each of the Lenders or the Administrative Agent, as the case may be, in immediately available funds not later than 11:00 a.m. a.m., California time, on the day of payment (which must be a Banking Day). All payments received after 11:00 a.m. such time, on any Banking Day, shall be deemed received on the next succeeding Banking Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m. a.m., California time, on a Banking Day and not so made available to the account of a Lender on that Banking Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America. (b) Each payment or prepayment on account of any Loan (other than Swing Line Advances) shall be applied pro rata according to the outstanding Advances made by each Lender comprising such Loan. (c) Each Lender shall use its best efforts to keep a record of Advances made by it and payments received by it with respect to each of its Notes and, subject to Section 10.6(g), such record shall, as against Borrower, be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, no Lender shall be liable to any Obligor Party for any failure to keep such a record. (d) Each payment of any amount payable by Borrower or any other Obligor Party under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding, in the case of each Lender, the Administrative Agent and each Eligible Assignee, and any Affiliate or LIBOR Office thereof, excluding (i) taxes imposed on or measured in whole or in part by its overall net income, gross income or gross receipts or capital and franchise taxes imposed on it, by (iiA) any withholding taxes jurisdiction (or other taxes based on gross income imposed by the United States of America (other than withholding taxes and taxes based on gross income resulting from political subdivision thereof) in which it is organized or attributable to any change in any law, rule maintains its principal office or regulation or any change in the interpretation or administration of any law, rule or regulation by any Governmental Agency) Eurodollar Lending Office or (iiiB) any withholding taxes jurisdiction (or other taxes based on gross income imposed by the United States of America for any period with respect to political subdivision thereof) in which it has failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “Taxes”). To the extent that Borrower is obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender under this Agreement, Borrower shall (i) make such deduction or withholding and pay the same to the relevant Governmental Agency and (ii) pay such additional amount to that Lender as is necessary to result in that Lender’s receiving a net after-Tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxes, that Lender shall promptly refund such excess to Borrower."doing business,"

Manner and Treatment of Payments. (a) Each payment hereunder (except payments pursuant to Sections 2.9, 3.7, 3.8, 11.3, 11.11 and 11.22) or on the Notes, on the Swing Line Documents Notes or under any other Loan Document shall be made to the Administrative Agent, at the Administrative Agent’s 's Office, for the account of each of the Lenders Banks or the Administrative Agent, as the case may be, in immediately available funds not later than 11:00 a.m. 12:00 noon, California local time, on the day of payment (which must be a Banking Day). All payments received after 11:00 a.m. such time, on any Banking Day, shall be deemed received on the next succeeding Banking Day. The amount of all payments received by the Administrative Agent for the account of each Lender Bank shall be immediately paid by the Administrative Agent to the applicable Lender Bank in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m. 12:00 noon, California local time, on a Banking Day and not so made available to the account of a Lender Bank on that Banking Day, the Administrative Agent shall reimburse that Lender Bank for the cost to such Lender Bank of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America. (b) Each payment or prepayment on account of any Loan (other than Swing Line Advances) shall be applied pro rata according to the outstanding Advances made by each Lender Bank comprising such Loan. (c) Each Lender Bank shall use its best efforts to keep a record (which may be in tangible or electronic or other intangible form) of Advances made by it and payments received by it with respect to each of its Notes and, subject to Section 10.6(g), such record shall, as against BorrowerBorrower and the Co-Borrowers, be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, no Lender shall be liable to the failure by any Obligor for any failure Bank to keep such a recordrecord shall not affect Borrower's and the Co-Borrowers' joint and several obligations to pay the Obligations. (d) Each payment of any amount payable by Borrower or any other Obligor Party under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding, in the case of each Lender, the Administrative Agent and each Eligible Assignee, and any Affiliate or LIBOR Office thereof, excluding (i) taxes imposed on or measured in whole or in part by its overall net income, gross income or gross receipts or capital and receipts, (ii) franchise taxes imposed on itany Bank by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is "doing business", (iiiii) any withholding taxes or other taxes based on gross income imposed by the United States of America (other than withholding taxes and taxes based on gross income resulting from or that are not attributable to any change in any law, rule Law or regulation or any change in the interpretation or administration of any law, rule or regulation Law by any Governmental Agency) or Agency and (iiiiv) any withholding taxes tax or other taxes based on gross income imposed by the United States of America for any period with respect to which it has failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by available under applicable Laws (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “"Taxes”"). To the extent that Borrower or any other Party is obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender Bank under this Agreement, Borrower they shall (i) make such deduction or withholding and pay the same to the relevant Governmental Agency and (ii) pay such additional amount to that Lender Bank as is necessary to result in that Lender’s Bank's receiving a net after-Tax amount equal to the amount to which that Lender Bank would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender Bank on account of such Taxes, that Lender Bank shall promptly refund such excess to BorrowerBorrower or the relevant Party. If Borrower or any such Party becomes obligated to pay a material amount under this Section to any Bank, that Bank will be subject to removal in accordance with Section 11.27; provided that Borrower or the relevant Party shall have paid such amount to that Bank and that Borrower and the Co-Borrowers, within the thirty day period following the date of such payment, shall have notified that Bank in writing of their intent to so remove the Bank.

Manner and Treatment of Payments. (a) Each payment hereunder (except payments pursuant to Sections 2.93.6, 3.7, 3.8, 11.3, 11.11 and 11.22) or on the Notes, on the Swing Line Documents Notes or under any other Loan Document shall be made to the Administrative Agent, at the Administrative Agent’s 's Office, for the account of each of the Lenders Banks or the Administrative Agent, as the case may be, in immediately available funds not later than 11:00 a.m. 12:00 noon, California local time, on the day of payment (which must be a Banking Day). All payments received after 11:00 a.m. such time, on any Banking Day, shall be deemed received on the next succeeding Banking Day. The amount of all payments received by the Administrative Agent for the account of each Lender Bank shall be immediately paid by the Administrative Agent to the applicable Lender Bank in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m. 12:00 noon, California local time, on a Banking Day and not so made available to the account of a Lender Bank on that Banking Day, the Administrative Agent shall reimburse that Lender Bank for the cost to such Lender Bank of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America. (b) Each payment or prepayment on account of any Loan (other than Swing Line Advances) shall be applied pro rata according to the outstanding Advances made by each Lender Bank comprising such Loan. (c) Each Lender Bank shall use its best efforts to keep a record (which may be in tangible or electronic or other intangible form) of Advances made by it and payments received by it with respect to each of its Notes and, subject to Section 10.6(g), such record shall, as against BorrowerBorrower and the Co-Borrowers, be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, no Lender shall be liable to the failure by any Obligor for any failure Bank to keep such a recordrecord shall not affect Borrower's and the Co-Borrowers' joint and several obligations to pay the Obligations. (d) Each payment of any amount payable by Borrower or any other Obligor Party under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding, in the case of each Lender, the Administrative Agent and each Eligible Assignee, and any Affiliate or LIBOR Office thereof, (iexcluding(i) taxes imposed on or measured in whole or in part by its overall net income, gross income or gross receipts or capital and receipts, (ii) franchise taxes imposed on itany Bank by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is "doing business", (iiiii) any withholding taxes or other taxes based on gross income imposed by the United States of America (other than withholding taxes and taxes based on gross income resulting from or that are not attributable to any change in any law, rule Law or regulation or any change in the interpretation or administration of any law, rule or regulation Law by any Governmental Agency) or Agency and (iiiiv) any withholding taxes tax or other taxes based on gross income imposed by the United States of America for any period with respect to which it has failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by available under applicable Laws (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “"Taxes”"). To the extent that Borrower or any other Party is obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender Bank under this Agreement, Borrower they shall (i) make such deduction or withholding and pay the same to the relevant Governmental Agency and (ii) pay such additional amount to that Lender Bank as is necessary to result in that Lender’s Bank's receiving a net after-Tax amount equal to the amount to which that Lender Bank would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender Bank on account of such Taxes, that Lender Bank shall promptly refund such excess to BorrowerBorrower or the relevant Party. If Borrower or any such Party becomes obligated to pay a material amount under this Section to any Bank, that Bank will be subject to removal in accordance with Section 11.26; provided that Borrower or the relevant Party shall have paid such amount to that Bank and that Borrower and the Co-Borrowers, within the thirty day period following the date of such payment, shall have notified that Bank in writing of their intent to so remove the Bank.

Manner and Treatment of Payments. (a) Each payment hereunder (except payments pursuant to ------ Sections 2.9, 3.7, 3.8, 11.3, 11.11 and 11.22) or on the Notes, on the Swing Line Documents Notes or under any other Loan Document shall be made to the Administrative Agent, at the Administrative Agent’s 's Office, for the account of each of the Lenders Banks or the Administrative Agent, as the case may be, in immediately available funds not later than 11:00 a.m. 12:00 noon, California local time, on the day of payment (which must be a Banking Day). All payments received after 11:00 a.m. such time, on any Banking Day, shall be deemed received on the next succeeding Banking Day. The amount of all payments received by the Administrative Agent for the account of each Lender Bank shall be immediately paid by the Administrative Agent to the applicable Lender Bank in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m. 12:00 noon, California local time, on a Banking Day and not so made available to the account of a Lender Bank on that Banking Day, the Administrative Agent shall reimburse that Lender Bank for the cost to such Lender Bank of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America. (b) Each payment or prepayment on account of any Loan (other than Swing Line Advances) shall be applied pro rata according to the outstanding Advances made by each Lender Bank comprising such Loan. (c) Each Lender Bank shall use its best efforts to keep a record (which may be intangible or electronic or other intangible form) of Advances made by it and payments received by it with respect to each of its Notes and, subject to Section 10.6(g), such record shall, as against BorrowerBorrower and the Co-Borrowers, be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, no Lender shall be liable to the failure by any Obligor for any failure Bank to keep such a recordrecord shall not affect Borrower's and the Co-Borrowers' joint and several obligations to pay the Obligations. (d) Each payment of any amount payable by Borrower or any other Obligor Party under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding, in the case of each Lender, the Administrative Agent and each Eligible Assignee, and any Affiliate or LIBOR Office thereof, excluding (i) taxes imposed on or measured in --------- whole or in part by its overall net income, gross income or gross receipts or capital and receipts, (ii) franchise taxes imposed on itany Bank by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is "doing business", (iiiii) any withholding taxes or other taxes based on gross income imposed by the United States of America (other than withholding taxes and taxes based on gross income resulting from or that are not attributable to any change in any law, rule Law or regulation or any change in the interpretation or administration of any law, rule or regulation Law by any Governmental Agency) or Agency and (iiiiv) any withholding taxes tax or other taxes based on gross income imposed by the United States of America for any period with respect to which it has failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by available under applicable Laws (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “"Taxes”"). To the extent that Borrower is obligated by applicable Laws to make or any deduction or withholding on account of Taxes from any amount payable to any Lender Bank under this Agreement, Borrower they shall (i) make such deduction or withholding and pay the same to the relevant Governmental Agency and (ii) pay such additional amount to that Lender as is necessary to result in that Lender’s receiving a net after-Tax amount equal to the amount to which that Lender Bank would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxes, that Lender shall promptly refund such excess to BorrowerBorrower or the relevant Party. If Borrower or any such Party becomes obligated to pay a material amount under this Section to any Bank, that Bank will be subject to provided that Borrower or -------- the relevant Party shall day period following the date of such payment, shall have notified that Bank in writing of their intent to so remove the Bank.

Manner and Treatment of Payments. (a) Each payment hereunder (except payments pursuant to Sections 2.93.6, 3.7, 3.8, 11.3, 11.11 and 11.22) or on the Notes, on the Swing Line Documents Notes or under any other Loan Document shall be made to the Administrative Agent, at the Administrative Agent’s 's Office, for the account of each of the Lenders Banks or the Administrative Agent, as the case may be, in immediately available funds not later than 11:00 a.m. 12:00 noon, California local time, on the day of payment (which must be a Banking Day). All payments received after 11:00 a.m. such time, on any Banking Day, shall be deemed received on the next succeeding Banking Day. The amount of all payments received by the Administrative Agent for the account of each Lender Bank shall be immediately paid by the Administrative Agent to the applicable Lender Bank in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m. 12:00 noon, California local time, on a Banking Day and not so made available to the account of a Lender Bank on that Banking Day, the Administrative Agent shall reimburse that Lender Bank for the cost to such Lender Bank of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America. (b) Each payment or prepayment on account of any Loan (other than Swing Line Advances) shall be applied pro rata according to the outstanding Advances made by each Lender Bank comprising such Loan. (c) Each Lender Bank shall use its best efforts to keep a record (which may be in tangible or electronic or other intangible form) of Advances made by it and payments received by it with respect to each of its Notes and, subject to Section 10.6(g), such record shall, as against BorrowerBorrower and the Co-Borrowers, be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, no Lender shall be liable to the failure by any Obligor for any failure Bank to keep such a recordrecord shall not affect Borrower's and the Co-Borrowers' joint and several obligations to pay the Obligations. (d) Each payment of any amount payable by Borrower or any other Obligor Party under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding, in the case of each Lender, the Administrative Agent and each Eligible Assignee, and any Affiliate or LIBOR Office thereof, excluding (i) taxes imposed on or measured in whole or in part by its overall net income, gross income or gross receipts or capital and receipts, (ii) franchise taxes imposed on itany Bank by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is "doing business", (iiiii) any withholding taxes or other taxes based on gross income imposed by the United States of America (other than withholding taxes and taxes based on gross income resulting from or that are not attributable to any change in any law, rule Law or regulation or any change in the interpretation or administration of any law, rule or regulation Law by any Governmental Agency) or Agency and (iiiiv) any withholding taxes tax or other taxes based on gross income imposed by the United States of America for any period with respect to which it has failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by available under applicable Laws (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “"Taxes”"). To the extent that Borrower or any other Party is obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender Bank under this Agreement, Borrower they shall (i) make such deduction or withholding and pay the same to the relevant Governmental Agency and (ii) pay such additional amount to that Lender Bank as is necessary to result in that Lender’s Bank's receiving a net after-Tax amount equal to the amount to which that Lender Bank would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender Bank on account of such Taxes, that Lender Bank shall promptly refund such excess to BorrowerBorrower or the relevant Party. If Borrower or any such Party becomes obligated to pay a material amount under this Section to any Bank, that Bank will be subject to removal in accordance with Section 11.26; provided that Borrower or the relevant Party shall have paid such amount to that Bank and that Borrower and the Co-Borrowers, within the thirty day period following the date of such payment, shall have notified that Bank in writing of their intent to so remove the Bank.

Manner and Treatment of Payments. (a) Each payment hereunder (except payments pursuant to Sections 2.93.5, 3.6, 3.7, 3.8, 11.3, 11.11 and 11.22) or on the Notes, on the Swing Line Documents Notes or under any other Loan Document shall be made to the Administrative Agent, at the Administrative Agent’s 's Office, for the account of each of the applicable Lenders or the Administrative Agent, as the case may be, in immediately available funds not later than 11:00 a.m. a.m., San Francisco time, on the day of payment (which must be a Banking Day). All payments received after 11:00 a.m. a.m., San Francisco time, on any Banking Day, shall be deemed received on the next succeeding Banking Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable such Lender in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m. a.m., San Francisco time, on a Banking Day and not so made available avail able to the account of a such Lender on that Banking Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America. (b) Each payment or prepayment on account of any Loan (other than Swing Line Advances) shall be applied pro rata according to the outstanding Advances made by each Lender Bank comprising such Loan. (c) Each Lender shall use its best efforts to keep a record of Advances made by it and payments received by it with respect to each of its Notes and, subject to Section 10.6(g), such record shall, as against Borrower, be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, no Lender shall be liable to any Obligor Party for any failure to keep such a record. (d) Each payment of any amount payable by Borrower or any other Obligor Party under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding, in the case of each Lender, the Administrative Agent and each Eligible Assignee, and any Affiliate or LIBOR Office thereof, (i) taxes imposed on or measured in whole or in part by its overall net income, gross income or gross receipts or capital and franchise taxes imposed on it, (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America (other than withholding taxes and taxes based on gross income resulting from or attributable to any change in any law, rule or regulation or any change in the interpretation or administration of any law, rule or regulation by any Governmental Agency) or (iii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which it has failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “authority excluding Excluded Taxes”). To the extent that Borrower is obligated by applicable Laws to make any deduction or withholding on account of Taxes taxes, assessments and other charges from any amount payable to any Lender under this Agreement, Borrower shall (i) make such deduction or withholding and pay the same to the relevant Governmental Agency and (ii) pay such additional amount to that Lender as is necessary to result in that Lender’s 's receiving a net after-Tax tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxestaxes, assessments and other charges, that Lender shall promptly refund such excess to Borrower.

Manner and Treatment of Payments. (a) Each payment hereunder (except payments pursuant to Sections 2.92.11, 3.7, 3.8, 11.3, 11.11 and 11.22) or on the Notes, on the Swing Line Documents Notes or under any other Loan Document shall be made to the Administrative Agent, at the Administrative Agent’s 's Office, for the account of each of the Lenders Banks or the Administrative Agent, as the case may be, in immediately available funds not later than 11:00 a.m. 12:30 p.m., California time, on the day of payment (which must be a Banking Day). All payments received after 11:00 a.m. 12:30 p.m., California time, on any Banking Day, shall be deemed received on the next succeeding Banking Day. The amount of all payments received by the Administrative Agent for the account of each Lender Bank shall be immediately paid by the Administrative Agent to the applicable Lender Bank in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m. 12:30 p.m., California time, on a Banking Day and not so made available to the account of a Lender Bank on that Banking Day, the Administrative Agent shall reimburse that Lender Bank for the cost to such Lender Bank of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America. (b) Each payment or prepayment on account of any Committed Loan (other than Swing Line Advances) shall be applied pro rata according to the outstanding Advances made by each Lender Bank comprising such Committed Loan. Each payment or (subject to Section 3.1(g)) prepayment on account of a Competitive Advance shall be applied to the Competitive Advance Note held by the Bank which made such Competitive Advance. (c) Each Lender Bank shall use its best efforts to keep a record of Advances made by it and payments received by it with respect to each of its Notes and, subject to Section 10.6(g), such record shall, as against Borrower, be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, no Lender Bank shall be liable to any Obligor Party for any failure to keep such a record. (d) Each payment of any amount payable by Borrower or any other Obligor Party under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding, in the case of each LenderBank, the Administrative Agent Agents and each Eligible Assignee, and any Affiliate or LIBOR Eurodollar Lending Office thereof, (i) taxes imposed on or measured in whole or in part by its overall net income, gross income or gross receipts or capital and franchise taxes imposed on it, by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is "doing business" (unless it would not be doing business in such jurisdiction (or political subdivision thereof) absent the transactions contemplated hereby), (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America (other than withholding taxes and taxes based on gross income resulting from or attributable to any change in any law, rule or regulation or any change in the interpretation or administration of any law, rule or regulation by any Governmental Agency) or (iii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which it has failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “"Taxes”"). To the extent that Borrower is obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender Bank under this Agreement, Borrower shall (i) make such deduction or withholding and pay the same to the relevant Governmental Agency and (ii) pay such additional amount to that Lender Bank as is necessary to result in that Lender’s Bank's receiving a net after-Tax amount equal to the amount to which that Lender Bank would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender Bank on account of such Taxes, that Lender Bank shall promptly refund such excess to Borrower.

Manner and Treatment of Payments. (a) Each payment hereunder (except EXCEPT payments pursuant to Sections 2.9, 3.7, 3.8, 11.3, 11.11 and 11.2211.23) or on the Notes, on the Swing Line Documents Notes or under any other Loan Document shall be made without setoff, counterclaim, recoupment or other deduction to the Administrative Agent, at the Administrative Agent’s 's Office, for the account of each of the Lenders or the Administrative Agent, as the case may be, in immediately available funds not later than 11:00 a.m. a.m., California local time, on the day of payment (which must be a Banking Business Day). All payments received after 11:00 a.m. on any Banking Day, this deadline shall be deemed received on the next succeeding Banking Business Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m. a.m., California local time, on a Banking Business Day and not so made available to the account of a Lender on that Banking Business Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America. (b) Each payment or prepayment on account of any Loan (other than Swing Line Advances) shall be applied pro rata according to the outstanding Advances made by each Lender comprising such Loan. (c) Each Lender shall use its best efforts to keep a record of Advances made by it and payments received by it with respect to each of its Notes and, subject to Section 10.6(g), such record shall, as against Borrower, be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, no Lender shall be liable to any Obligor Party for any failure to keep such a record. (d) Each payment of any amount payable by Borrower or any other Obligor Party under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excludingEXCLUDING, in the case of each Lender, the Administrative Agent and each Eligible AssigneeCreditor, and any Affiliate or LIBOR Eurodollar Lending Office thereof, (i) taxes imposed on or measured in whole or in part by its overall net income, gross income or gross receipts or capital and franchise taxes imposed on it, (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America (other than withholding taxes and taxes based on gross income resulting from or attributable to any change in any law, rule or regulation or any change in the interpretation or administration of any law, rule or regulation by any Governmental Agency) or (iii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which it has failed to provide Borrower with the appropriate form or forms required by Section 11.2111.22, to the extent such forms are then required by applicable Laws (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “"Taxes”"). To the extent that Borrower is obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender under this Agreement, Borrower shall (i) make such deduction or withholding and pay the same to the relevant Governmental Agency and (ii) pay such additional amount to that Lender as is necessary to result in that Lender’s 's receiving a net after-Tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxes, that Lender shall promptly refund such excess to Borrower.

Manner and Treatment of Payments. (a) Each payment hereunder (except payments pursuant to Sections 2.9, 3.7, 3.8, 11.3, 11.11 and 11.22) or on the Notes, on the Swing Line Documents Notes or under any other Loan Document shall be made by Borrower to the Administrative AgentAgent without setoff, deduction or counterclaim at the Administrative Agent’s Office, 's Office for the account of each of the Lenders or the Administrative Agent, as the case may be, in immediately available funds not later than 11:00 a.m. California time, on the day of payment (which must be a Banking Day). All payments received after 11:00 a.m. such time, on any Banking Day, shall be deemed received on the next succeeding Banking Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m. a.m., California time, on a Banking Day and not so made available to the account of a Lender on that Banking Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such -50- 57 payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America. (b) Each payment or prepayment on account of any Loan (other than Swing Line Advances) shall be applied pro rata according to the outstanding Advances made by each Lender comprising such Loan. (c) Each Lender shall use its best efforts to keep a record (in writing or by an electronic data entry system) of Advances made by it and payments received by it with respect to each of its Notes and, subject to Section 10.6(g), such record shall, as against Borrower, be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, no the failure by any Lender shall be liable to any Obligor for any failure to keep such a recordrecord shall not affect Borrower's obligation to pay the Obligations. (di) Each payment of any amount payable Any and all payments by Borrower or any other Obligor under this Agreement or any other Loan Document shall be made free and clear ofof and without deduction or withholding for any and all present or future taxes, including those taxes described in Section 11.3, levies, imposts, deductions, charges or withholdings, and without reduction by reason ofall interest, any taxespenalties and liabilities with respect thereto, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding, in the case of each LenderLender and the Administrative Agent, net income taxes or branch profits taxes or franchise and excise taxes (to the extent such taxes are imposed in lieu of net income taxes), imposed on any Lender or the Administrative Agent as a result of a connection between such Lender or the Administrative Agent and each Eligible Assignee, and any Affiliate or LIBOR Office thereof, (i) taxes imposed on or measured in whole or in part by its overall net income, gross income or gross receipts or capital and franchise taxes imposed on it, (ii) any withholding taxes or other taxes based on gross income imposed by the United States jurisdiction of America the Governmental Agency imposing such tax (other than withholding taxes and taxes based on gross income resulting any such connection arising solely from such Lender or attributable to any change in any lawthe Administrative Agent having executed, rule delivered or regulation performed its obligations or any change in the interpretation received a payment under, or administration of any lawenforced, rule or regulation by any Governmental Agencythis Agreement) or (iii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which it has failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws (all such non-excluded taxes, assessments or other and charges being hereinafter referred to as “"Non-Excluded Taxes”"). To the extent that If Borrower is obligated shall be required by applicable Laws law to make deduct or withhold any deduction or withholding on account of Non-Excluded Taxes from or in respect of any amount sum payable hereunder to any Lender or the Administrative Agent (A) the amount payable shall be increased as may be necessary so that after making all required deductions or withholdings (including required deductions or withholdings for Non-Excluded Taxes applicable to additional amounts payable under this AgreementSection 3.12(d)) such Lender or the Administrative Agent, as the case may be, receives an amount equal to the amount it would have received had no such deductions or withholdings been made, (B) Borrower shall (i) make such deduction deductions or withholding withholdings and (C) Borrower shall pay the same full amount deducted or withheld to the relevant Governmental Agency and in accordance with applicable Laws. (ii) Each Lender organized under the Laws of the United States of America or a State thereof or the District of Columbia on or prior to the execution and delivery of this Agreement (A) shall provide each of the Administrative Agent and Borrower with two original and duly completed United States Internal Revenue Service Forms W-9, or successor applicable form, certifying that such Lender is a United States resident and is exempt from United States backup withholding tax, (B) shall provide the Administrative Agent and Borrower two further copies of any such form or certification from time to time thereafter as requested in writing by Borrower and (C) shall obtain such extensions and renewals thereof as may reasonably be requested in writing by Borrower or the Administrative Agent. Each Person that shall become a participant pursuant to Section 11.8 shall, upon the effectiveness of the related transfer, be required to provide all of the forms and certifications required pursuant to this Section 3.12(d)(ii) as appropriate, as if such participant were a Lender; provided that such participant shall furnish all such required forms and certifications to the Lender from which the related participation was purchased. (iii) Notwithstanding anything else in this Agreement to the contrary, for any period with respect to which a Lender has failed to comply with the requirements of Section 3.12(d)(ii) or Section 11.21, as the case may be, such Lender shall not be entitled to any payment under this Section 3.12(d) or to indemnification under Section 3.12(e) with respect to Non-Excluded Taxes imposed by reason of such failure; provided, however, that should a Lender become subject to Non-Excluded Taxes because of its failure to deliver a form required hereunder, Borrower shall, at such Lender's expense (including internal costs of Borrower), take such steps as such Lender shall reasonably require to assist the Lender to recover such Non-Excluded Taxes. (iv) Should any Lender claim a refund, credit or deduction from a Governmental Agency to which such Lender would not be entitled but for the payment by Borrower of Non-Excluded Taxes as required by this Section 3.12(d), such Lender thereupon shall pay the amount of such additional amount to that Lender as is necessary to result refund or, in that Lender’s receiving the case of a net after-Tax credit or deduction, the amount equal to the amount to by which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt other taxes of such payment results Lender are actually reduced, together with any interest paid or allowed by the refunding, crediting or deducting Governmental Agency in an excess payment connection with such refund, credit or credit deduction. (e) Borrower shall indemnify each Lender and the Agent for and hold each of them harmless against the full amount of Non-Excluded Taxes (including Non-Excluded Taxes of any kind imposed by a Governmental Agency on additional amounts required to that be paid pursuant to Section 3.12(d)) imposed on or paid by such Lender on account or the Administrative Agent, as the case may be. Each Lender and the Administrative Agent hereby agrees to give written notice to Borrower, as appropriate, of the assertion of any claim against such Lender or the Agent relating to Non-Excluded Taxes as promptly as practicable after such Lender or the Administrative Agent has been notified in writing of such Taxesassertion. This indemnification shall be made within 30 days from the date such Lender or the Administrative Agent, that Lender shall promptly refund as the case may be, provides Borrower, as appropriate, with such excess to Borrowerwritten notice.

Manner and Treatment of Payments. (a) Each payment hereunder (except EXCEPT payments pursuant to Sections 2.93.6, 3.7, 3.814.3, 11.3, 11.11 14.11 and 11.2214.22) or on the Notes, on the Swing Line Documents Notes or under any other Loan Document shall be made to the Administrative Agent, Agent at the Administrative Agent’s Office, 's Office for the account of each of the Lenders or the Administrative Agent, as the case may be, in immediately available funds not later than 11:00 a.m. California time, on the day of payment (which must be a Banking Day). All payments received after 11:00 a.m. such time, on any Banking Day, shall be deemed received on the next succeeding Banking Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m. a.m., California time, on a Banking Day and not so made available to the account of a Lender on that Banking Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America. (b) Each payment or prepayment on account of any Loan (other than Swing Line Advances) shall be applied pro rata according to the outstanding Advances made by each Lender comprising such Loan. (c) Each Lender shall use its best efforts to keep a record (in writing or by an electronic data entry system) of Advances made by it and payments received by it with respect to each of its Notes and, subject to Section 10.6(g13.6(G), such record shall, as against BorrowerBorrowers, be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, no the failure by any Lender shall be liable to any Obligor for any failure to keep such a recordrecord shall not affect Borrowers' obligation to pay the Obligations. (d) Each payment of any amount payable by Borrower Borrowers or any other Obligor Party under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding, in the case of each Lender, the Administrative Agent and each Eligible Assignee, and any Affiliate or LIBOR Office thereof, EXCLUDING (i) taxes imposed on or measured in whole or in part by its overall net income, gross income by (A) any jurisdiction (or gross receipts political subdivision thereof) in which it is organized or capital maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is "doing business" and franchise taxes imposed on it, (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America (other than withholding taxes and taxes based on gross income resulting from or attributable to any change in any law, rule or regulation or any change in the interpretation or administration of any law, rule or regulation by any Governmental Agency) or (iii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which it has failed to provide Borrower Borrowers with the appropriate form or forms required by Section 11.2114.21, to the extent such forms are then required by applicable Laws (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “"Taxes”"). To the extent that Borrower is Borrowers are obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender under this Agreement, Borrower Borrowers shall (i) make such deduction or withholding and pay the same to the relevant Governmental Agency and (ii) pay such additional amount to that Lender as is necessary to result in that Lender’s 's receiving a net after-Tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxes, that Lender shall promptly refund such excess to BorrowerBorrowers.

Manner and Treatment of Payments. (a) Each payment hereunder (except payments pursuant to Sections 2.9, ------ 3.7, 3.8, 11.3, 11.11 and 11.22) or on the Notes, on the Swing Line Documents Notes or under any other Loan Document shall be made to the Administrative Agent, at the Administrative Agent’s 's Office, for the account of each of the Lenders Banks or the Administrative Agent, as the case may be, in immediately available funds not later than 11:00 a.m. 12:00 noon, California local time, on the day of payment (which must be a Banking Day). All payments received after 11:00 a.m. such time, on any Banking Day, shall be deemed received on the next succeeding Banking Day. The amount of all payments received by the Administrative Agent for the account of each Lender Bank shall be immediately paid by the Administrative Agent to the applicable Lender Bank in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m. 12:00 noon, California local time, on a Banking Day and not so made available to the account of a Lender Bank on that Banking Day, the Administrative Agent shall reimburse that Lender Bank for the cost to such Lender Bank of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America. (b) Each payment or prepayment on account of any Loan (other than Swing Line Advances) shall be applied pro rata according to the outstanding Advances made by each Lender Bank comprising such Loan. (c) Each Lender Bank shall use its best efforts to keep a record (which may be in tangible or electronic or other intangible form) of Advances made by it and payments received by it with respect to each of its Notes and, subject to Section 10.6(g), such record shall, as against BorrowerBorrower and the Co-Borrowers, be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, no Lender shall be liable to the failure by any Obligor for any failure Bank to keep such a recordrecord shall not affect Borrower's and the Co-Borrowers' joint and several obligations to pay the Obligations. (d) Each payment of any amount payable by Borrower or any other Obligor Party under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding, in the case of each Lender, the Administrative Agent and each Eligible Assignee, and any Affiliate or LIBOR Office thereof, excluding (i) taxes imposed on or measured in whole --------- or in part by its overall net income, gross income or gross receipts or capital and receipts, (ii) franchise taxes imposed on itany Bank by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is "doing business", (iiiii) any withholding taxes or other taxes based on gross income imposed by the United States of America (other than withholding taxes and taxes based on gross income resulting from or that are not attributable to any change in any law, rule Law or regulation or any change in the interpretation or administration of any law, rule or regulation Law by any Governmental Agency) or Agency and (iiiiv) any withholding taxes tax or other taxes based on gross income imposed by the United States of America for any period with respect to which it has failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by available under applicable Laws (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “"Taxes”"). To the extent that Borrower or any other Party is obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender Bank under this Agreement, Borrower they shall (i) make such deduction or withholding and pay the same to the relevant Governmental Agency and (ii) pay such additional amount to that Lender Bank as is necessary to result in that Lender’s Bank's receiving a net after-Tax amount equal to the amount to which that Lender Bank would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender Bank on account of such Taxes, that Lender Bank shall promptly refund such excess to BorrowerBorrower or the relevant Party. If Borrower or any such Party becomes obligated to pay a material amount under this Section to any Bank, that Bank will be subject to removal in accordance with Section 11.27; provided that Borrower or the -------- relevant Party shall have paid such amount to that Bank and that Borrower and the Co-Borrowers, within the thirty day period following the date of such payment, shall have notified that Bank in writing of their intent to so remove the Bank.