Common use of Net Payments; Tax Exemptions Clause in Contracts

Net Payments; Tax Exemptions. (a) All payments by the Borrower of principal, interest, fees, indemnities and other amounts payable to any recipient (each, a “Recipient”) hereunder shall be made without setoff or counterclaim and free and clear of, and without withholding or deduction for or on account of, any present or future Taxes (other than Excluded Taxes) now or hereafter imposed on such Recipient or its income, property, assets or franchises (such Recipient’s “Recipient Taxes”), except to the extent that such withholding or deduction (i) is required by Applicable Law, (ii) results from the breach by such Recipient of its Exemption Agreement, if any, (iii) would not be required if such Recipient’s Exemption Representation were true or (iv) would not be required if such Recipient’s appropriate Internal Revenue Service form specified in Section 5.3(b) claiming complete exemption were true and accurate at the time of the delivery thereof. If any such withholding or deduction is required by Applicable Law, the Borrower will: (A) pay to the relevant authorities the full amount so required to be withheld or deducted when and as the same shall become due and payable to such authorities; (B) promptly forward to the Administrative Agent and each affected Bank an official receipt or other documentation satisfactory to the Administrative Agent evidencing such payment to such authorities; and (C) except to the extent that such withholding or deduction (1) is for Excluded Taxes, (2) results from the breach, by a Recipient of its Exemption Agreement, if any, or (3) would not be required if such Recipient’s Exemption Representation were true or (4) would not be required if such Recipient’s appropriate Internal Revenue Service form specified in Section 5.3(b) claiming complete exemption were true and accurate at the time of the delivery thereof, pay to the Administrative Agent for the account of the relevant Recipient such additional amount as is necessary to ensure that the net amount actually received by each Recipient will equal the full amount such Recipient would have received had no such withholding or deduction been required. (b) In consideration of the Borrower’s agreements in Section 5.3(a), each Bank which is not a US Person hereby agrees (such Bank’s “Exemption Agreement”), to the extent permitted by Applicable Law (including any applicable double taxation treaty of the jurisdiction of its incorporation or the jurisdiction in which its lending office is located), to execute and deliver to the Borrower, on or about the first scheduled payment date in each Fiscal Year, a United States Internal Revenue Service Form W-8ECI or W-8BEN (or successor form), as appropriate, properly completed and claiming a complete or partial exemption, as the case may be, from withholding or deduction for or on account of “United States Federal Recipient Taxes” (as defined in the Code) of such Bank. (c) Each Bank hereby represents and warrants (such Bank’s “Exemption Representation”) to the Borrower that on the date hereof (or in the case of a Purchasing Bank or an assignee pursuant to Section 14.10, on the date on which it becomes a Bank party hereto) its lending office is entitled to receive payments of principal of, and interest on, Loans made by such Bank from such lending office without withholding or deduction for or on account of such Bank’s Recipient Taxes imposed by the United States of America or any political subdivision thereof. (d) Upon the request from time to time of the Borrower or the Administrative Agent, each Bank that is organized under the laws of a jurisdiction other than the United States of America shall execute and deliver to the Borrower and the Administrative Agent one or more (as the Borrower or the Administrative Agent may reasonably request) United States Internal Revenue Service Forms W-8BEN or W-8ECI or such other forms or documents, appropriately completed, as may be applicable to establish the extent, if any, to which a payment to such Bank is exempt from withholding or deduction of Recipient Taxes. (e) If any Bank claims exemption from, or reduction of, withholding tax under a United States tax treaty by providing IRS Form W-8ECI and such Bank sells, assigns, grants a participation in, or otherwise transfers all or part of the obligations of the Borrower to such Bank, such Bank agrees to notify the Administrative Agent of the percentage amount in which it is no longer the beneficial owner of such obligations of the Borrower hereunder. To the extent of such percentage amount, the Administrative Agent will treat such Bank’s IRS Form W-8ECI as no longer valid. (f) If any Bank claiming exemption from United States withholding tax by filing IRS Form W-8BEN with the Administrative Agent sells, assigns, grants a participation in, or otherwise transfers all or part of the obligations of the Borrower to such Bank hereunder, such Bank agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code. (g) If any Bank is entitled to a reduction in the applicable withholding tax, the Administrative Agent may withhold from any interest payment to such Bank an amount equivalent to the applicable withholding tax after taking into account such reduction. If the forms or other documentation required by subsection (d) of this Section are not delivered to the Administrative Agent, then the Administrative Agent may withhold from any interest payment to such Bank not providing such forms or other documentation an amount equivalent to the applicable withholding tax. (h) If the IRS or any other governmental authority of the United States or any other jurisdiction asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Bank (because the appropriate form was not delivered or was not properly executed, or because such Bank failed to notify the Administrative Agent of a change in circumstances which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Bank shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to the Administrative Agent under this Section, together with all costs and expenses (including reasonable fees of attorneys for the Administrative Agent (including the allocable costs of internal legal services and all disbursements of internal counsel)). The obligation of the Banks under this subsection shall survive the repayment of the Loans, cancellation of the Notes, any termination of this Agreement and the resignation or replacement of the Administrative Agent.

Net Payments; Tax Exemptions. (a) All payments by the Borrower Company of principal, interest, fees, indemnities and other amounts payable to any recipient (each, a “Recipient”) hereunder and under the Notes shall be made to the recipient thereof without setoff or counterclaim and free and clear of, and without withholding or deduction for or on account of, any present or future Taxes (other than Excluded Taxes) now or hereafter imposed on such Recipient recipient or its income, property, assets or franchises (such Recipient’s “recipient's "Recipient Taxes”"), except to the extent that such withholding or deduction (i) is required by Applicable Lawapplicable law, (ii) results from the breach by such Recipient recipient of its Exemption Agreement, if any, Agreement (as defined below) or (iii) would not be required if such Recipient’s recipient's Exemption Representation (as defined below) were true or (iv) would not be required if such Recipient’s appropriate Internal Revenue Service form specified in Section 5.3(b) claiming complete exemption were true and accurate at the time of the delivery thereoftrue. If any such withholding or deduction is required by Applicable Lawapplicable law, the Borrower Company will: (A) pay to the relevant authorities the full amount so required to be withheld or deducted when and as the same shall become due and payable to such authoritiesdeducted; (B) promptly forward to the Administrative Agent and each affected Bank (or, in the case of any indemnification or other payment made directly to a recipient (the "Direct Recipient") other than the Agent, to the Direct Recipient) an official receipt or other documentation satisfactory to the Administrative Agent (or the Direct Recipient) evidencing such payment to such authorities; and (C) except to the extent that such withholding or deduction (1) is for Excluded Taxes, (2) results from the breach, by the recipient of a Recipient payment, of its Exemption Agreement, if any, Agreement or (3) would not be required if such Recipient’s recipient's Exemption Representation were true or (4) would not be required if such Recipient’s appropriate Internal Revenue Service form specified in Section 5.3(b) claiming complete exemption were true and accurate at the time of the delivery thereoftrue, pay to the Administrative Agent (or the Direct Recipient) for the account of the relevant Recipient recipient such additional amount as is necessary to ensure that the net amount actually received by each Recipient such recipient will equal the full amount such Recipient recipient would have received had no such withholding or deduction been required. (b) In consideration of the Borrower’s agreements in Section 5.3(a), each Bank which is not a US Person hereby agrees (such Bank’s “Exemption Agreement”), to the extent permitted by Applicable Law (including any applicable double taxation treaty of the jurisdiction of its incorporation or the jurisdiction in which its lending office is located), to execute and deliver to the Borrower, on or about the first scheduled payment date in each Fiscal Year, a United States Internal Revenue Service Form W-8ECI or W-8BEN (or successor form), as appropriate, properly completed and claiming a complete or partial exemption, as the case may be, from withholding or deduction for or on account of “United States Federal Recipient Taxes” (as defined in the Code) of such Bank. (c) Each Bank hereby represents and warrants (such Bank’s “Exemption Representation”) to the Borrower that on the date hereof (or in the case of a Purchasing Bank or an assignee pursuant to Section 14.10, on the date on which it becomes a Bank party hereto) its lending office is entitled to receive payments of principal of, and interest on, Loans made by such Bank from such lending office without withholding or deduction for or on account of such Bank’s Recipient Taxes imposed by the United States of America or any political subdivision thereof. (d) Upon the request from time to time of the Borrower or the Administrative Agent, each Bank that is organized under the laws of a jurisdiction other than the United States of America shall execute and deliver to the Borrower and the Administrative Agent one or more (as the Borrower or the Administrative Agent may reasonably request) United States Internal Revenue Service Forms W-8BEN or W-8ECI or such other forms or documents, appropriately completed, as may be applicable to establish the extent, if any, to which a payment to such Bank is exempt from withholding or deduction of Recipient Taxes. (e) If any Bank claims exemption from, or reduction of, withholding tax under a United States tax treaty by providing IRS Form W-8ECI and such Bank sells, assigns, grants a participation in, or otherwise transfers all or part of the obligations of the Borrower to such Bank, such Bank agrees to notify the Administrative Agent of the percentage amount in which it is no longer the beneficial owner of such obligations of the Borrower hereunder. To the extent of such percentage amount, the Administrative Agent will treat such Bank’s IRS Form W-8ECI as no longer valid. (f) If any Bank claiming exemption from United States withholding tax by filing IRS Form W-8BEN with the Administrative Agent sells, assigns, grants a participation in, or otherwise transfers all or part of the obligations of the Borrower to such Bank hereunder, such Bank agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code. (g) If any Bank is entitled to a reduction in the applicable withholding tax, the Administrative Agent may withhold from any interest payment to such Bank an amount equivalent to the applicable withholding tax after taking into account such reduction. If the forms or other documentation required by subsection (d) of this Section are not delivered to the Administrative Agent, then the Administrative Agent may withhold from any interest payment to such Bank not providing such forms or other documentation an amount equivalent to the applicable withholding tax. (h) If the IRS or any other governmental authority of the United States or any other jurisdiction asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Bank (because the appropriate form was not delivered or was not properly executed, or because such Bank failed to notify the Administrative Agent of a change in circumstances which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Bank shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to the Administrative Agent under this Section, together with all costs and expenses (including reasonable fees of attorneys for the Administrative Agent (including the allocable costs of internal legal services and all disbursements of internal counsel)). The obligation of the Banks under this subsection shall survive the repayment of the Loans, cancellation of the Notes, any termination of this Agreement and the resignation or replacement of the Administrative Agent.

Net Payments; Tax Exemptions. (a) All payments by the Borrower Debtors of principal, interest, fees, indemnities and other amounts payable to any recipient (each, a “Recipient”) hereunder and under the Notes shall be made to the recipient thereof without setoff or counterclaim and free and clear of, and without withholding or deduction for or on account of, any present or future Taxes (other than Excluded Taxes) now or hereafter imposed on such Recipient recipient or its income, property, assets or franchises (such Recipient’s “Recipient Taxes”recipient's "RECIPIENT TAXES"), except to the extent that such withholding or deduction (i) is required by Applicable Lawapplicable law, (ii) results from the breach by such Recipient recipient of its Exemption Agreement, if any, Agreement (as defined below) or (iii) would not be required if such Recipient’s recipient's Exemption Representation (as defined below) were true or (iv) would not be required if such Recipient’s appropriate Internal Revenue Service form specified in Section 5.3(b) claiming complete exemption were true and accurate at the time of the delivery thereoftrue. If any such withholding or deduction is required by Applicable Lawapplicable law, the Borrower relevant Debtor will: (A) pay to the relevant authorities the full amount so required to be withheld or deducted when and as the same shall become due and payable to such authoritiesdeducted; (B) promptly forward to the Administrative Post-Petition Agent and each affected Bank (or, in the case of any indemnification or other payment made directly to a recipient (the "DIRECT RECIPIENT") other than the Post-Petition Agent, to the Direct Recipient) an official receipt or other documentation satisfactory to the Administrative Post-Petition Agent (or the Direct Recipient) evidencing such payment to such authorities; and (C) except to the extent that such withholding or deduction (1) is for Excluded Taxes, (2) results from the breach, by the recipient of a Recipient payment, of its Exemption Agreement, if any, Agreement or (3) would not be required if such Recipient’s recipient's Exemption Representation were true or (4) would not be required if such Recipient’s appropriate Internal Revenue Service form specified in Section 5.3(b) claiming complete exemption were true and accurate at the time of the delivery thereoftrue, pay to the Administrative Post-Petition Agent (or the Direct Recipient) for the account of the relevant Recipient recipient such additional amount as is necessary to ensure that the net amount actually received by each Recipient such recipient will equal the full amount such Recipient recipient would have received had no such withholding or deduction been required. (b) In consideration of the Borrower’s agreements in Section 5.3(a), each Bank which is not a US Person hereby agrees (such Bank’s “Exemption Agreement”), to the extent permitted by Applicable Law (including any applicable double taxation treaty of the jurisdiction of its incorporation or the jurisdiction in which its lending office is located), to execute and deliver to the Borrower, on or about the first scheduled payment date in each Fiscal Year, a United States Internal Revenue Service Form W-8ECI or W-8BEN (or successor form), as appropriate, properly completed and claiming a complete or partial exemption, as the case may be, from withholding or deduction for or on account of “United States Federal Recipient Taxes” (as defined in the Code) of such Bank. (c) Each Bank hereby represents and warrants (such Bank’s “Exemption Representation”) to the Borrower that on the date hereof (or in the case of a Purchasing Bank or an assignee pursuant to Section 14.10, on the date on which it becomes a Bank party hereto) its lending office is entitled to receive payments of principal of, and interest on, Loans made by such Bank from such lending office without withholding or deduction for or on account of such Bank’s Recipient Taxes imposed by the United States of America or any political subdivision thereof. (d) Upon the request from time to time of the Borrower or the Administrative Agent, each Bank that is organized under the laws of a jurisdiction other than the United States of America shall execute and deliver to the Borrower and the Administrative Agent one or more (as the Borrower or the Administrative Agent may reasonably request) United States Internal Revenue Service Forms W-8BEN or W-8ECI or such other forms or documents, appropriately completed, as may be applicable to establish the extent, if any, to which a payment to such Bank is exempt from withholding or deduction of Recipient Taxes. (e) If any Bank claims exemption from, or reduction of, withholding tax under a United States tax treaty by providing IRS Form W-8ECI and such Bank sells, assigns, grants a participation in, or otherwise transfers all or part of the obligations of the Borrower to such Bank, such Bank agrees to notify the Administrative Agent of the percentage amount in which it is no longer the beneficial owner of such obligations of the Borrower hereunder. To the extent of such percentage amount, the Administrative Agent will treat such Bank’s IRS Form W-8ECI as no longer valid. (f) If any Bank claiming exemption from United States withholding tax by filing IRS Form W-8BEN with the Administrative Agent sells, assigns, grants a participation in, or otherwise transfers all or part of the obligations of the Borrower to such Bank hereunder, such Bank agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code. (g) If any Bank is entitled to a reduction in the applicable withholding tax, the Administrative Agent may withhold from any interest payment to such Bank an amount equivalent to the applicable withholding tax after taking into account such reduction. If the forms or other documentation required by subsection (d) of this Section are not delivered to the Administrative Agent, then the Administrative Agent may withhold from any interest payment to such Bank not providing such forms or other documentation an amount equivalent to the applicable withholding tax. (h) If the IRS or any other governmental authority of the United States or any other jurisdiction asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Bank (because the appropriate form was not delivered or was not properly executed, or because such Bank failed to notify the Administrative Agent of a change in circumstances which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Bank shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to the Administrative Agent under this Section, together with all costs and expenses (including reasonable fees of attorneys for the Administrative Agent (including the allocable costs of internal legal services and all disbursements of internal counsel)). The obligation of the Banks under this subsection shall survive the repayment of the Loans, cancellation of the Notes, any termination of this Agreement and the resignation or replacement of the Administrative Agent.

Net Payments; Tax Exemptions. (a) All payments by the Borrower Borrowers of principal, interest, fees, indemnities and other amounts payable to any recipient (each, a “Recipient”) hereunder and under the other Loan Documents shall be made to the recipient thereof without setoff or counterclaim and free and clear of, and without withholding or deduction for or on account of, any present or future Taxes (other than Excluded Taxes) now or hereafter imposed on such Recipient recipient or its income, property, assets or franchises (such Recipient’s “recipient's "Recipient Taxes”"), except to the extent that such withholding or deduction (i) is required by Applicable Lawapplicable law, (ii) results from the breach by such Recipient recipient of its Exemption Agreement, if any, (iii) would not be required if such Recipient’s Exemption Representation were true or (iv) would not be required if such Recipient’s appropriate Internal Revenue Service form specified in Section 5.3(b) claiming complete exemption were true and accurate at the time of the delivery thereof. If any such withholding or deduction is required by Applicable Law, the Borrower will:Exemption (A) pay to the relevant authorities the full amount so required to be withheld or deducted when and as the same shall become due and payable to such authoritiesdeducted; (B) promptly forward to the Administrative Agent and each affected Bank an official receipt or other documentation satisfactory to the Administrative Agent evidencing such payment to such authorities; and (C) except to the extent that such withholding or deduction (1) is for Excluded Taxes, (2) results from the breach, breach by a Recipient the recipient of its Exemption Agreement, if any, Agreement or (3) would not be required if such Recipient’s recipient's Exemption Representation were true or (4) would not be required if such Recipient’s appropriate Internal Revenue Service form specified in Section 5.3(b) claiming complete exemption were true and accurate at the time of the delivery thereoftrue, pay to the Administrative Agent for the account of the relevant Recipient recipient such additional amount as is necessary to ensure that the net amount actually received by each Recipient such recipient will equal the full amount such Recipient recipient would have received had no such withholding or deduction been required. (b) In consideration of the Borrower’s Borrowers' agreements in clause (a) of this Section 5.3(a)7.6, each Bank Lender which is not organized under the laws of the United States or a US Person State thereof hereby agrees (such Bank’s “Lender's "Exemption Agreement”"), to the extent permitted by Applicable Law applicable law (including any applicable double taxation treaty of the jurisdiction of its incorporation or the jurisdiction in which its lending office is locatedtreaty), ; to execute and deliver to the Borrower, Company and the Administrative Agent (i) on or about before the first scheduled payment date in each Fiscal Yearafter the Amendment Effective Date, a United States Internal Revenue Service Form W-8ECI 1001 or W-8BEN Form 4224 as appropriate (or successor formforms), as appropriate, properly completed and claiming a complete or partial exemption, as the case may be, from withholding or deduction for or on account of “United States Federal Recipient Taxes” (as defined in the Code) Taxes of such BankLender, and (ii) a new Form 1001 or Form 4224 (or successor form), as appropriate, upon the expiration or obsolescence of any previously delivered Form. (c) Each Bank Lender hereby represents and warrants (such Bank’s “Lender's "Exemption Representation”") to the Borrower Company that on the date hereof Amendment Effective Date (or in the case of a Purchasing Bank or an assignee pursuant to Section 14.10or, on if later, the date on which it becomes a Bank party heretoto this Agreement) its lending office it is entitled to receive payments of principal of, and interest on, Loans made by such Bank from such lending office Lender without withholding or deduction for or on account of such Bank’s Lender's Recipient Taxes imposed by the United States of America or any political subdivision thereofAmerica. (d) Upon the request from time to time of the Borrower or the Administrative Agent, each Bank that is organized under the laws of a jurisdiction other than the United States of America shall execute and deliver to the Borrower and the Administrative Agent one or more (as the Borrower or the Administrative Agent may reasonably request) United States Internal Revenue Service Forms W-8BEN or W-8ECI or such other forms or documents, appropriately completed, as may be applicable to establish the extent, if any, to which a payment to such Bank is exempt from withholding or deduction of Recipient Taxes. (e) If any Bank claims exemption from, or reduction of, withholding tax under a United States tax treaty by providing IRS Form W-8ECI and such Bank sells, assigns, grants a participation in, or otherwise transfers all or part of the obligations of the Borrower to such Bank, such Bank agrees to notify the Administrative Agent of the percentage amount in which it is no longer the beneficial owner of such obligations of the Borrower hereunder. To the extent of such percentage amount, the Administrative Agent will treat such Bank’s IRS Form W-8ECI as no longer valid. (f) If any Bank claiming exemption from United States withholding tax by filing IRS Form W-8BEN with the Administrative Agent sells, assigns, grants a participation in, or otherwise transfers all or part of the obligations of the Borrower to such Bank hereunder, such Bank agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code. (g) If any Bank is entitled to a reduction in the applicable withholding tax, the Administrative Agent may withhold from any interest payment to such Bank an amount equivalent to the applicable withholding tax after taking into account such reduction. If the forms or other documentation required by subsection (d) of this Section are not delivered to the Administrative Agent, then the Administrative Agent may withhold from any interest payment to such Bank not providing such forms or other documentation an amount equivalent to the applicable withholding tax. (h) If the IRS or any other governmental authority of the United States or any other jurisdiction asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Bank (because the appropriate form was not delivered or was not properly executed, or because such Bank failed to notify the Administrative Agent of a change in circumstances which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Bank shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to the Administrative Agent under this Section, together with all costs and expenses (including reasonable fees of attorneys for the Administrative Agent (including the allocable costs of internal legal services and all disbursements of internal counsel)). The obligation of the Banks under this subsection shall survive the repayment of the Loans, cancellation of the Notes, any termination of this Agreement and the resignation or replacement of the Administrative Agent.

Net Payments; Tax Exemptions. (a) All payments by the Borrower Company of principal, interest, fees, indemnities and other amounts payable to any recipient (each, a “"Recipient”") hereunder shall be made without setoff set off or counterclaim and free and clear of, and without withholding or deduction for or on account of, any present or future Taxes (other than Excluded Taxes) now or hereafter imposed on such Recipient or its income, property, assets or franchises (such Recipient’s “Recipient 's "Recipient's Taxes”"), except to the extent that such withholding or deduction (i) is required by Applicable Requirements of Law, (ii) results from the breach by such Recipient of its Exemption Agreement, if any, (iii) would not be required if such Recipient’s 's Exemption Representation were true true, or (iv) would not be required if such Recipient’s Recipient were exempt from such withholding or deduction on account of the prior delivery by such Recipient to the Company of the appropriate Internal Revenue Service form specified in Section 5.3(b) 10.10 claiming complete exemption were true and accurate at the time of the delivery thereofexemption. If any such withholding or deduction is required by Applicable Requirements of Law, the Borrower Company will: (A) pay to the relevant authorities the full amount so required to be withheld or deducted when and as the same shall become due and payable to such authorities; (B) promptly forward to the Administrative Agent and each affected Affected Bank an official receipt or other documentation satisfactory to the Administrative Agent evidencing such payment to such authorities; and (C) except to the extent that such withholding or deduction (1) is for Excluded Taxes, (2) results from the breach, by a Recipient of its Exemption Agreement, if any, or (3) would not be required if such Recipient’s Exemption Representation were true or (4) would not be required if such Recipient’s appropriate Internal Revenue Service form specified in Section 5.3(b) claiming complete exemption were true and accurate at the time of the delivery thereof, pay to the Administrative Agent for the account of the relevant Recipient such additional amount as is necessary to ensure that the net amount actually received by each Recipient will equal the full amount such Recipient would have received had no such withholding or deduction been required. (b) In consideration of the Borrower’s Company's agreements in Section 5.3(a4.1 (a), each Bank which is not a US Person hereby agrees (such Bank’s “'s "Exemption Agreement”"), to the extent permitted by Applicable Requirements of Law (including any applicable double taxation treaty of the jurisdiction of its incorporation or the jurisdiction in which its lending office is located), to execute and deliver to the BorrowerCompany, on or about the first scheduled payment date in each Fiscal Year, a United States Internal Revenue Service Form W-8ECI 1001 or W-8BEN 4224 (or successor form), as appropriate, properly completed and claiming a complete or partial exemption, as the case may be, from withholding or deduction for or on account of “"United States Federal Recipient Taxes” " (as defined in the Code) of such Bank. (c) Each Bank hereby represents and warrants (such Bank’s “'s "Exemption Representation”") to the Borrower Company that on the date hereof (or in the case of a Purchasing Bank or an assignee pursuant to Section 14.10, on the date on which it becomes a Bank party hereto) its lending office is entitled to receive payments of principal of, and interest on, Loans made by such Bank and Letter of Credit Advances funded by such Bank from such lending office without withholding or deduction for or on account of such Bank’s 's Recipient Taxes imposed by the United States of America or any political subdivision thereof. (d) Upon the request from time to time of the Borrower or the Administrative Agent, each Bank that is organized under the laws of a jurisdiction other than the United States of America shall execute and deliver to the Borrower and the Administrative Agent one or more (as the Borrower or the Administrative Agent may reasonably request) United States Internal Revenue Service Forms W-8BEN or W-8ECI or such other forms or documents, appropriately completed, as may be applicable to establish the extent, if any, to which a payment to such Bank is exempt from withholding or deduction of Recipient Taxes. (e) If any Bank claims exemption from, or reduction of, withholding tax under a United States tax treaty by providing IRS Form W-8ECI and such Bank sells, assigns, grants a participation in, or otherwise transfers all or part of the obligations of the Borrower to such Bank, such Bank agrees to notify the Administrative Agent of the percentage amount in which it is no longer the beneficial owner of such obligations of the Borrower hereunder. To the extent of such percentage amount, the Administrative Agent will treat such Bank’s IRS Form W-8ECI as no longer valid. (f) If any Bank claiming exemption from United States withholding tax by filing IRS Form W-8BEN with the Administrative Agent sells, assigns, grants a participation in, or otherwise transfers all or part of the obligations of the Borrower to such Bank hereunder, such Bank agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code. (g) If any Bank is entitled to a reduction in the applicable withholding tax, the Administrative Agent may withhold from any interest payment to such Bank an amount equivalent to the applicable withholding tax after taking into account such reduction. If the forms or other documentation required by subsection (d) of this Section are not delivered to the Administrative Agent, then the Administrative Agent may withhold from any interest payment to such Bank not providing such forms or other documentation an amount equivalent to the applicable withholding tax. (h) If the IRS or any other governmental authority of the United States or any other jurisdiction asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Bank (because the appropriate form was not delivered or was not properly executed, or because such Bank failed to notify the Administrative Agent of a change in circumstances which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Bank shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to the Administrative Agent under this Section, together with all costs and expenses (including reasonable fees of attorneys for the Administrative Agent (including the allocable costs of internal legal services and all disbursements of internal counsel)). The obligation of the Banks under this subsection shall survive the repayment of the Loans, cancellation of the Notes, any termination of this Agreement and the resignation or replacement of the Administrative Agent.

Net Payments; Tax Exemptions. (a) All payments by the Borrower of principal, interest, fees, indemnities and other amounts payable to any recipient (each, a “Recipient”) hereunder and under the Notes shall be made without setoff or counterclaim and free and clear of, and without withholding or deduction for or on account of, any present or future Taxes (other than Excluded Taxes) now or hereafter imposed on such Recipient recipient or its income, property, assets or franchises (such Recipient’s “Recipient Taxes”recipient's "RECIPIENT TAXES"), except to the extent that such withholding or deduction (i) is required by Applicable Law, (ii) results from the breach by such Recipient recipient of its Exemption Agreement, if any, Agreement (as hereinafter defined) or (iii) would not be required if such Recipient’s recipient's Exemption Representation (as hereinafter defined) were true or (iv) would not be required if such Recipient’s appropriate Internal Revenue Service form specified in Section 5.3(b) claiming complete exemption were true and accurate at the time of the delivery thereoftrue. If any such withholding or deduction is required by Applicable Law, the Borrower will: (A) pay to the relevant authorities the full amount so required to be withheld or deducted when and as the same shall become due and payable to such authoritiesdeducted; (B) promptly forward to the Administrative Agent and each affected Bank an official receipt or other documentation satisfactory to the Administrative Agent evidencing such payment to such authorities; and (C) except to the extent that such withholding or deduction (1) is for Excluded Taxes, (2) results from the breach, by a Recipient recipient of a payment, of its Exemption Agreement, if any, Agreement or (3) would not be required if such Recipient’s recipient's Exemption Representation were true or (4) would not be required if such Recipient’s appropriate Internal Revenue Service form specified in Section 5.3(b) claiming complete exemption were true and accurate at the time of the delivery thereoftrue, pay to the Administrative Agent for the account of the relevant Recipient recipient such additional amount as is necessary to ensure that the net amount actually received by each Recipient recipient will equal the full amount such Recipient recipient would have received had no such withholding or deduction been required. (b) In consideration of the Borrower’s 's agreements in Section 5.3(aSECTION 2.19(A), each Bank which is not a US U.S. Person hereby agrees (such Bank’s “Exemption Agreement”'s "EXEMPTION AGREEMENT"), to the extent permitted by Applicable Law (including any applicable double taxation treaty of the jurisdiction of its incorporation or and the jurisdiction in which its lending office Lending Installation is located), to execute and deliver to the Borrower, Borrower (i) on or about before the first scheduled payment date in each Fiscal Yearafter the Amendment Effective Time, a United States Internal Revenue Service Form W-8ECI 1001 or W-8BEN 4224 as appropriate (or successor formforms), as appropriate, properly completed and claiming a complete or partial exemption, as the case may be, from withholding or deduction for or on account of “United States Federal Recipient Taxes” (as defined in the Code) Taxes of such Bank, and (ii) a new Form 1001 or 4224 (or successor form), as appropriate, upon the expiration or obsolescence of any previously delivered Form. (c) Each Bank which is not a U.S. Person hereby represents and warrants (such Bank’s “Exemption Representation”'s "EXEMPTION REPRESENTATION") to the Borrower that on at the date hereof (or in the case of a Purchasing Bank or an assignee pursuant to Section 14.10Amendment Effective Time, on the date on which it becomes a Bank party hereto) its lending office Lending Installation is entitled to receive payments of principal of, and interest on, Loans made by such Bank from such lending office Lending Installation without withholding or deduction for or on account of such Bank’s 's Recipient Taxes imposed by the United States of America or any political subdivision thereof. (d) Upon the request from time to time of the Borrower or the Administrative Agent, each Bank that is organized under the laws of a jurisdiction other than the United States of America shall execute and deliver to the Borrower and the Administrative Agent one or more (as the Borrower or the Administrative Agent may reasonably request) United States Internal Revenue Service Forms W-8BEN or W-8ECI or such other forms or documents, appropriately completed, as may be applicable to establish the extent, if any, to which a payment to such Bank is exempt from withholding or deduction of Recipient Taxes. (e) If any Bank claims exemption from, or reduction of, withholding tax under a United States tax treaty by providing IRS Form W-8ECI and such Bank sells, assigns, grants a participation in, or otherwise transfers all or part of the obligations of the Borrower to such Bank, such Bank agrees to notify the Administrative Agent of the percentage amount in which it is no longer the beneficial owner of such obligations of the Borrower hereunder. To the extent of such percentage amount, the Administrative Agent will treat such Bank’s IRS Form W-8ECI as no longer valid. (f) If any Bank claiming exemption from United States withholding tax by filing IRS Form W-8BEN with the Administrative Agent sells, assigns, grants a participation in, or otherwise transfers all or part of the obligations of the Borrower to such Bank hereunder, such Bank agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code. (g) If any Bank is entitled to a reduction in the applicable withholding tax, the Administrative Agent may withhold from any interest payment to such Bank an amount equivalent to the applicable withholding tax after taking into account such reduction. If the forms or other documentation required by subsection (d) of this Section are not delivered to the Administrative Agent, then the Administrative Agent may withhold from any interest payment to such Bank not providing such forms or other documentation an amount equivalent to the applicable withholding tax. (h) If the IRS or any other governmental authority of the United States or any other jurisdiction asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Bank (because the appropriate form was not delivered or was not properly executed, or because such Bank failed to notify the Administrative Agent of a change in circumstances which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Bank shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to the Administrative Agent under this Section, together with all costs and expenses (including reasonable fees of attorneys for the Administrative Agent (including the allocable costs of internal legal services and all disbursements of internal counsel)). The obligation of the Banks under this subsection shall survive the repayment of the Loans, cancellation of the Notes, any termination of this Agreement and the resignation or replacement of the Administrative Agent.

Net Payments; Tax Exemptions. (a) All payments by the Borrower of principal, interest, fees, indemnities and other amounts payable to any recipient (each, a “"Recipient”") hereunder shall be made without setoff or counterclaim and free and clear of, and without withholding or deduction for or on account of, any present or future Taxes (other than Excluded Taxes) now or hereafter imposed on such Recipient or its income, property, assets or franchises (such Recipient’s “'s "Recipient Taxes”"), except to the extent that such withholding or deduction (i) is required by Applicable Law, (ii) results from the breach by such Recipient of its Exemption Agreement, if any, (iii) would not be required if such Recipient’s 's Exemption Representation were true or (iv) would not be required if such Recipient’s 's appropriate Internal Revenue Service form specified in Section 5.3(b) claiming complete exemption were true and accurate at the time of the delivery thereof. If any such withholding or deduction is required by Applicable Law, the Borrower will: (A) pay to the relevant authorities the full amount so required to be withheld or deducted when and as the same shall become due and payable to such authorities; (B) promptly forward to the Administrative Agent and each affected Bank an official receipt or other documentation satisfactory to the Administrative Agent evidencing such payment to such authorities; and (C) except to the extent that such withholding or deduction (1) is for Excluded Taxes, (2) results from the breach, by a Recipient of its Exemption Agreement, if any, or (3) would not be required if such Recipient’s 's Exemption Representation were true or (4) would not be required if such Recipient’s 's appropriate Internal Revenue Service form specified in Section 5.3(b) claiming complete exemption were true and accurate at the time of the delivery thereof, pay to the Administrative Agent for the account of the relevant Recipient such additional amount as is necessary to ensure that the net amount actually received by each Recipient will equal the full amount such Recipient would have received had no such withholding or deduction been required. (b) In consideration of the Borrower’s 's agreements in Section 5.3(a), each Bank which is not a US Person hereby agrees (such Bank’s “'s "Exemption Agreement”"), to the extent permitted by Applicable Law (including any applicable double taxation treaty of the jurisdiction of its incorporation or the jurisdiction in which its lending office is located), to execute and deliver to the Borrower, on or about the first scheduled payment date in each Fiscal Year, a United States Internal Revenue Service Form W-8ECI or W-8BEN (or successor form), as appropriate, properly completed and claiming a complete or partial exemption, as the case may be, from withholding or deduction for or on account of “"United States Federal Recipient Taxes” " (as defined in the Code) of such Bank. (c) Each Bank hereby represents and warrants (such Bank’s “'s "Exemption Representation”") to the Borrower that on the date hereof (or in the case of a Purchasing Bank or an assignee pursuant to Section 14.10, on the date on which it becomes a Bank party hereto) its lending office is entitled to receive payments of principal of, and interest on, Loans made by such Bank from such lending office without withholding or deduction for or on account of such Bank’s 's Recipient Taxes imposed by the United States of America or any political subdivision thereof. (d) Upon the request from time to time of the Borrower or the Administrative Agent, each Bank that is organized under the laws of a jurisdiction other than the United States of America shall execute and deliver to the Borrower and the Administrative Agent one or more (as the Borrower or the Administrative Agent may reasonably request) United States Internal Revenue Service Forms W-8BEN or W-8ECI or such other forms or documents, appropriately completed, as may be applicable to establish the extent, if any, to which a payment to such Bank is exempt from withholding or deduction of Recipient Taxes. (e) If any Bank claims exemption from, or reduction of, withholding tax under a United States tax treaty by providing IRS Form W-8ECI and such Bank sells, assigns, grants a participation in, or otherwise transfers all or part of the obligations of the Borrower to such Bank, such Bank agrees to notify the Administrative Agent of the percentage amount in which it is no longer the beneficial owner of such obligations of the Borrower hereunder. To the extent of such percentage amount, the Administrative Agent will treat such Bank’s 's IRS Form W-8ECI as no longer valid. (f) If any Bank claiming exemption from United States withholding tax by filing IRS Form W-8BEN with the Administrative Agent sells, assigns, grants a participation in, or otherwise transfers all or part of the obligations of the Borrower to such Bank hereunder, such Bank agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code. (g) Each Bank that is organized under the laws of a jurisdiction other than the United States shall (A) enter into such agreements with the Internal Revenue Service as necessary to establish an exemption from withholding under FATCA; (B) comply with any certification, documentation, information reporting or other requirement necessary to establish an exemption from withholding under FATCA; (C) provide any documentation reasonably requested by the Borrower or the Administrative Agent sufficient for the Administrative Agent and the Borrower to comply with their obligations, if any, under FATCA and to determine that such Bank has complied with such applicable reporting requirements; and (D) provide a certification signed by the chief financial officer, principal accounting office, treasurer or controller of such Bank certifying that such Bank has complied with any necessary requirements to establish an exemption from withholding under FATCA. (h) If any Bank is entitled to a reduction in the applicable withholding tax, the Administrative Agent may withhold from any interest payment to such Bank an amount equivalent to the applicable withholding tax after taking into account such reduction. If the forms or other documentation required by subsection (d) of this Section are not delivered to the Administrative Agent, then the Administrative Agent may withhold from any interest payment to such Bank not providing such forms or other documentation an amount equivalent to the applicable withholding tax. (hi) If the IRS or any other governmental authority of the United States or any other jurisdiction asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Bank (because the appropriate form was not delivered or was not properly executed, or because such Bank failed to notify the Administrative Agent of a change in circumstances which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Bank shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to the Administrative Agent under this Section, together with all costs and expenses (including reasonable fees of attorneys for the Administrative Agent (including the allocable costs of internal legal services and all disbursements of internal counsel)). The obligation of the Banks under this subsection shall survive the repayment of the Loans, cancellation of the Notes, any termination of this Agreement and the resignation or replacement of the Administrative Agent.