Common use of Net Payments Upon Implementation of DAM Exchange Clause in Contracts

Net Payments Upon Implementation of DAM Exchange. Notwithstanding any other provision of this Agreement, if, as a direct result of the implementation of the DAM Exchange by law any Taxes are required to be deducted or withheld (other than a Tax on the overall net income) from amounts payable to Administrative Agent, any Lender or any Participant under the Loan Documents, (i) the amounts so payable to Administrative Agent, such Lender or such Participant shall be increased to the extent necessary to yield to Administrative Agent, such Lender or such Participant (after payment of all such Taxes) interest or any such other amounts payable under the Loan Documents at the rates or in the amounts specified in this Agreement and (ii) within thirty days after paying any sum from which any deduction or withholding is required by law, and within thirty days after the due date of payment of any Tax that is required to be paid with respect to such deduction or withholding, the applicable Borrower shall deliver or cause to be delivered to Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, however, that Borrowers shall not be required to increase any such amounts payable to such Lender or Participant under this Section 12.3 (but, rather, shall be required to increase any such amounts payable to such Lender or Participant to the extent required by Section 1.11) if such Lender or Participant was prior to or on the DAM Exchange Date already a Lender or Participant with respect to such Borrower. To the extent that pursuant to the DAM Exchange, a Lender (or a Participant) becomes a Foreign Lender (or Foreign Participant) with respect to a particular Borrower and such Foreign Lender (or Foreign Participant), in its good faith judgment, is eligible for an exemption from, or reduced rate of, withholding taxes on payments made on such Loan interest received pursuant to the DAM Exchange, such Foreign Lender (or Foreign Participant) shall establish an exemption or reduction from such withholding taxes as soon as practicable. To the extent a Borrower is obligated to make payments to a Lender (or Participant) that is a Foreign Lender (or Foreign Participant) as a result of the DAM Exchange, such Borrower shall not be required to increase any amounts payable to such Foreign Lender (or Foreign Participant) or to indemnify such Foreign Lender (or Foreign Participant) to the extent of any withholding tax resulting from the failure by such Foreign Lender (or Foreign Participant) to establish an exemption or reduction from such withholding taxes when such Foreign Lender (or Foreign Participant) was able to do so. If U.S. Borrower, Canadian Borrower or the UK Borrower, as the case may be, fails to pay or cause to be paid any such Taxes that is required by law to be paid with respect to such deduction or withholding when due to the appropriate taxing authority or fails to remit or cause to be remitted to Administrative Agent the required receipts or other required documentary evidence, such Borrower shall indemnify the Agents, the Lenders and the Participants for any incremental taxes, interest, costs or penalties that may become payable by the Agents, such Lenders or such Participants as a result of any such failure, provided that such Agent, Lender or Participant was not excluded from receiving an increased amount pursuant to the immediately preceding sentence.

Net Payments Upon Implementation of DAM Exchange. Notwithstanding any other provision of this Agreement, if, as a direct result of the implementation of the DAM Exchange by law any Taxes are required by law to be deducted or withheld (other than a Tax on the overall net income or franchise Taxes (in lieu of a Tax on overall net income)) from amounts payable to the Administrative Agent, any Lender or any Participant with respect to the Revolving Credit Facility, the Term A Facility, or any Incremental Facility under the Loan DocumentsDocuments or if the Administrative Agent or any Lender is otherwise required to pay any such Taxes, (i) the amounts so payable to the Administrative Agent, such Lender or such Participant shall be increased to the extent necessary to yield to the Administrative Agent, such Lender or such Participant (after payment of all such Taxes) interest or any such other amounts payable under the Loan Documents at the rates or in the amounts specified in this Agreement and (ii) within thirty (30) days after paying any sum from which any deduction or withholding is required by law, and within thirty (30) days after the due date of payment of any Tax that is required to be paid with respect to such deduction or withholding, the applicable Borrower shall deliver or cause to be delivered to the Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, however, that the Borrowers shall not be required to increase any such amounts payable to such Lender or Participant under this Section 12.3 10.03 (but, rather, shall be required to increase any such amounts payable to such Lender or Participant to the extent required by Section 1.113.01) if such Lender or Participant was prior to or on the DAM Exchange Date already a Lender or Participant with respect to such Borrower. To the extent that pursuant to the DAM Exchange, a Lender (or a ParticipantParticipant under the Revolving Credit Facility, the Term A Facility, or any Incremental Facility, as applicable) becomes a Foreign Lender (or Foreign Participant) with respect to a particular Borrower and such Foreign Lender (or Foreign Participant)Lender, in its good faith judgment, is eligible for an exemption from, or reduced rate of, withholding taxes Taxes on payments made on such Loan interest received pursuant to the DAM Exchange, such Foreign Lender (or Foreign Participant) shall establish an exemption or reduction from such withholding taxes Taxes as soon as practicablepracticable unless establishing such an exemption or reduction would be materially onerous for such Lender. To the extent a Borrower is obligated to make payments to a Lender (or Participanta Participant under the Revolving Credit Facility, the Term A Facility or any Incremental Facility, as applicable) that is a Foreign Lender (or Foreign Participant) as a result of the DAM Exchange, such Borrower shall not be required to increase any amounts payable under this Section 10.03 to such Foreign Lender (or Foreign Participant) or to indemnify such Foreign Lender (or Foreign Participant) to the extent of any withholding tax resulting from the failure by such Foreign Lender (or Foreign Participant) to establish an exemption or reduction from such withholding taxes Taxes when such Foreign Lender (or Foreign Participant) was able to do soso unless establishing such an exemption or reduction would be materially onerous for such Lender. If U.S. Borrower, Canadian any Borrower or the UK Borrower, as the case may be, fails to pay or cause to be paid any such Taxes that is are required by law to be paid with respect to such deduction or withholding when due to the appropriate taxing authority or fails to remit or cause to be remitted to the Administrative Agent the required receipts or other required documentary evidence, such Borrower shall indemnify the Agents, the Lenders Revolving Credit Lenders, the Term A Lenders, and the Participants under the Revolving Credit Facility, the Term A Facility or any Incremental Facility, as applicable, for any incremental taxesTaxes, interest, costs or penalties that may become payable by the Agents, such Lenders or such Participants as a result of any such failure, provided that such Agent, Lender or Participant was not excluded from receiving an increased amount pursuant to the immediately preceding sentence. This Section 10.03 shall not have any impact on the application of Section 3.01 to any payments to the extent Section 3.01 otherwise applies to such payments.

Net Payments Upon Implementation of DAM Exchange. Notwithstanding any other provision of this Agreement, if, as a direct result of the implementation of the DAM Exchange Exchange, the Borrowers are required by law to make any Taxes are required to be deducted deduction or withheld withholding on account of any Tax (other than a Tax on the overall net income) from amounts payable to Administrative Agentthe Agents, any Lender or any Participant under the Loan Documentshereunder, (i) the amounts so payable to Administrative Agentthe Agents, such Lender or such Participant shall be increased to the extent necessary to yield to Administrative Agentthe Agents, such Lender or such Participant (after payment of all such Taxes) interest or any such other amounts payable under the Loan Documents hereunder at the rates or in the amounts specified in this Agreement and (ii) within thirty days after paying any sum from which it is required by law to make any deduction or withholding is required by lawwithholding, and within thirty days after the due date of payment of any Tax that it is required to be paid pay with respect to such deduction or withholding, the applicable Borrower shall deliver or cause to be delivered to the Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, however, that the Borrowers shall not be required to increase any such amounts payable to such Lender or Participant under this Section 12.3 10.3 (but, rather, shall be required to increase any such amounts payable to such Lender or Participant to the extent required by Section 1.112.20) if such Lender or Participant was prior to or on the DAM Exchange Date already a Lender or Participant with respect to such Borrower. To the extent that pursuant to the DAM Exchange, If a Non-US Lender (or a Participant) becomes a Foreign Lender (or Foreign Participant) with respect to a particular Borrower and such Foreign Lender (or Foreign Non-US Participant), in its good faith judgment, is eligible for an exemption from, or reduced rate of, U.S. Federal withholding taxes tax on payments made on by the U.S. Borrower under this Agreement such Loan interest received pursuant to the DAM Exchange, such Foreign Non-US Lender (or Foreign Non-US Participant) shall establish an exemption or reduction from such withholding taxes comply with the requirements of paragraph (d) of Section 2.20, as soon as practicable. To the extent a Borrower is obligated to make payments to a Lender (or Participant) that is a Foreign Lender (or Foreign Participant) as a result of the DAM Exchange, such The U.S. Borrower shall not be required to increase any such amounts payable to such Foreign Non-US Lender (or Foreign Participant) or to indemnify such Foreign Lender (or Foreign Non-US Participant) to the extent of any U.S. withholding tax resulting from the failure by such Foreign Non-US Lender (or Foreign Non-US Participant) to establish an exemption or reduction from such withholding taxes comply with the requirements of paragraph (d) of Section 2.20 when such Foreign Non-US Lender (or Foreign Non-US Participant) was able to do so. If the U.S. Borrower, Canadian Borrower or the UK BorrowerEuro Borrowers, as the case may be, fails to pay or cause to be paid any such Taxes that it is required by law to be paid pay with respect to such deduction or withholding when due to the appropriate taxing authority or fails to remit or cause to be remitted to the Administrative Agent the required receipts or other required documentary evidence, such Borrower shall indemnify the Agents, the Lenders and the Participants for any incremental taxes, interest, costs or penalties that may become payable by the Agents, such Lenders or such Participants as a result of any such failure, provided that such Agent, Lender or Participant was not excluded from receiving an increased amount pursuant to the immediately preceding sentence.

Net Payments Upon Implementation of DAM Exchange. Notwithstanding any other provision of this Agreement, if, as a direct result of the implementation of the DAM Exchange by law any Taxes are required by law to be deducted or withheld (other than a Tax on the overall net income or franchise Taxes (in lieu of a Tax on overall net income)) from amounts payable to the Administrative Agent, any Lender or any Participant with respect to the Revolving Credit Facility, the Term A Facility, or any Incremental Facility under the Loan DocumentsDocuments or if the Administrative Agent or any Lender is otherwise required to pay any such Taxes, (i) the amounts so payable to the Administrative Agent, such Lender or such Participant shall be increased to the extent necessary to yield to the Administrative Agent, such Lender or such Participant (after payment of all such Taxes) interest or any such other amounts payable under the Loan Documents at the rates or in the amounts specified in this Agreement and (ii) within thirty (30) days after paying any sum from which any deduction or withholding is required by law, and within thirty (30) days after the due date of payment of any Tax that is required to be paid with respect to such deduction or withholding, the applicable Borrower shall deliver or cause to be delivered to the Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, however, that the Borrowers shall not be required to increase any such amounts payable to such Lender or Participant under this Section 12.3 10.03 (but, rather, shall be required to increase any such amounts payable to such Lender or Participant to the extent required by Section 1.113.01) if such Lender or Participant was prior to or on the DAM Exchange Date already a Lender or Participant with respect to such Borrower. To the extent that pursuant to the DAM Exchange, a Lender (or a ParticipantParticipant under the Revolving Credit Facility, the Term A Facility, or any Incremental Facility, as applicable) becomes a Foreign Lender (or Foreign Participant) with respect to a particular Borrower and such Foreign Lender (or Foreign Participant)Lender, in its good faith judgment, is eligible for an exemption from, or reduced rate of, withholding taxes Taxes on payments made on such Loan interest received pursuant to the DAM Exchange, such Foreign Lender (or Foreign Participant) shall establish an exemption or reduction from such withholding taxes Taxes as soon as practicablepracticable unless establishing such an exemption or reduction would be materially onerous for such Lender. To the extent a Borrower is obligated to make payments to a Lender (or Participanta Participant under the Revolving Credit Facility, the Term A Facility or any Incremental Facility, as applicable) that is a Foreign Lender (or Foreign Participant) as a result of the DAM Exchange, such Borrower shall not be required to increase any amounts payable under this Section 10.03 to such Foreign Lender (or Foreign Participant) or to indemnify such Foreign Lender (or Foreign Participant) to the extent of any withholding tax resulting from the failure by such Foreign Lender (or Foreign Participant) to establish an exemption or reduction from such withholding taxes Taxes when such Foreign Lender (or Foreign Participant) was 137 able to do soso unless establishing such an exemption or reduction would be materially onerous for such Lender. If U.S. Borrower, Canadian any Borrower or the UK Borrower, as the case may be, fails to pay or cause to be paid any such Taxes that is are required by law to be paid with respect to such deduction or withholding when due to the appropriate taxing authority or fails to remit or cause to be remitted to the Administrative Agent the required receipts or other required documentary evidence, such Borrower shall indemnify the Agents, the Lenders Revolving Credit Lenders, the Term A Lenders, and the Participants under the Revolving Credit Facility, the Term A Facility or any Incremental Facility, as applicable, for any incremental taxesTaxes, interest, costs or penalties that may become payable by the Agents, such Lenders or such Participants as a result of any such failure, provided that such Agent, Lender or Participant was not excluded from receiving an increased amount pursuant to the immediately preceding sentence. This Section 10.03 shall not have any impact on the application of Section 3.01 to any payments to the extent Section 3.01 otherwise applies to such payments.

Net Payments Upon Implementation of DAM Exchange. Notwithstanding any other provision of this Agreement, if, as a direct result of the implementation of the DAM Exchange by law any Taxes are required by law to be deducted or withheld (other than a Tax on the overall net income or franchise Taxes (in lieu of a Tax on overall net income)) from amounts payable to the Administrative Agent, any Lender or any Participant with respect to the Revolving Credit Facility, the Term A Facility or any Incremental Facility under the Loan DocumentsDocuments or if the Administrative Agent or any Lender is otherwise required to pay any such Taxes, (i) the amounts so payable to the Administrative Agent, such Lender or such Participant shall be increased to the extent necessary to yield to the Administrative Agent, such Lender or such Participant (after payment of all such Taxes) interest or any such other amounts payable under the Loan Documents at the rates or in the amounts specified in this Agreement and (ii) within thirty (30) days after paying any sum from which any deduction or withholding is required by law, and within thirty (30) days after the due date of payment of any Tax that is required to be paid with respect to such deduction or withholding, the applicable Borrower shall deliver or cause to be delivered to the Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, however, that the Borrowers shall not be required to increase any such amounts payable to such Lender or Participant under this Section 12.3 10.03 (but, rather, shall be required to increase any such amounts payable to such Lender or Participant to the extent required by Section 1.113.01) if such Lender or Participant was prior to or on the DAM Exchange Date already a Lender or Participant with respect to such Borrower. To the extent that pursuant to the DAM Exchange, a Lender (or a ParticipantParticipant under the Revolving Credit Facility, the Term A Facility or any Incremental Facility, as applicable) becomes a Foreign Lender (or Foreign Participant) with respect to a particular Borrower and such Foreign Lender (or Foreign Participant)Lender, in its good faith judgment, is eligible for an exemption from, or reduced rate of, withholding taxes Taxes on payments made on such Loan interest received pursuant to the DAM Exchange, such Foreign Lender (or Foreign Participant) shall establish an exemption or reduction from such withholding taxes Taxes as soon as practicablepracticable unless establishing such an exemption or reduction would be materially onerous for such Lender. To the extent a Borrower is obligated to make payments to a Lender (or Participanta Participant under the Revolving Credit Facility, the Term A Facility or any Incremental Facility, as applicable) that is a Foreign Lender (or Foreign Participant) as a result of the DAM Exchange, such Borrower shall not be required to increase any amounts payable under this Section 10.03 to such Foreign Lender (or Foreign Participant) or to indemnify such Foreign Lender (or Foreign Participant) to the extent of any withholding tax resulting from the failure by such Foreign Lender (or Foreign Participant) to establish an exemption or reduction from such withholding taxes Taxes when such Foreign Lender (or Foreign Participant) was able to do soso unless establishing such an exemption or reduction would be materially onerous for such Lender. If U.S. Borrower, Canadian any Borrower or the UK Borrower, as the case may be, fails to pay or cause to be paid any such Taxes that is are required by law to be paid with respect to such deduction or withholding when due to the appropriate taxing authority or fails to remit or cause to be remitted to the Administrative Agent the required receipts or other required documentary evidence, such Borrower shall indemnify the Agents, the Revolving Credit Lenders, the Term A Lenders and the Participants under the Revolving Credit Facility, the Term A Facility or any Incremental Facility, as applicable, for any incremental taxesTaxes, interest, costs or penalties that may become payable by the Agents, such Lenders or such Participants as a result of any such failure, provided that such Agent, Lender or Participant was not excluded from receiving an increased amount pursuant to the immediately preceding sentence. This Section 10.03 shall not have any impact on the application of Section 3.01 to any payments to the extent Section 3.01 otherwise applies to such payments.

Net Payments Upon Implementation of DAM Exchange. Notwithstanding any other provision of this Agreement, if, as a direct result of the implementation of the DAM Exchange by law any Taxes are required by law to be deducted or withheld (other than a Tax on the overall net income or franchise Taxes (in lieu of a Tax on overall net income)) from amounts payable to the Applicable Administrative Agent, any Lender or any Participant with respect to the Revolving Credit Facilities, the Term A Facility, the Term B Facility or any Incremental Facility under the Loan DocumentsDocuments or if the Applicable Administrative Agent or any Lender is otherwise required to pay any such Taxes, (i) the amounts so payable to the Applicable Administrative Agent, such Lender or such Participant shall be increased to the extent necessary to yield to the Applicable Administrative Agent, such Lender or such Participant (after payment of all such Taxes) interest or any such other amounts payable under the Loan Documents at the rates or in the amounts specified in this Agreement and (ii) within thirty (30) days after paying any sum from which any deduction or withholding is required by law, and within thirty (30) days after the due date of payment of any Tax that is required to be paid with respect to such deduction or withholding, the applicable Borrower shall deliver or cause to be delivered to the Applicable Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, however, that the Borrowers shall not be required to increase any such amounts payable to such Lender or Participant under this Section 12.3 10.03 (but, rather, shall be required to increase any such amounts payable to 165 such Lender or Participant to the extent required by Section 1.113.01) if such Lender or Participant was prior to or on the DAM Exchange Date already a Lender or Participant with respect to such Borrower. To the extent that pursuant to the DAM Exchange, a Lender (or a ParticipantParticipant under the Revolving Credit Facilities, the Term A Facility, the Term B Facility or any Incremental Facility, as applicable) becomes a Foreign Lender (or Foreign Participant) with respect to a particular Borrower and such Foreign Lender (or Foreign Participant)Lender, in its good faith judgment, is eligible for an exemption from, or reduced rate of, withholding taxes Taxes on payments made on such Loan interest received pursuant to the DAM Exchange, such Foreign Lender (or Foreign Participant) shall establish an exemption or reduction from such withholding taxes Taxes as soon as practicablepracticable unless establishing such an exemption or reduction would be materially onerous for such Lender. To the extent a Borrower is obligated to make payments to a Lender (or Participanta Participant under the Revolving Credit Facilities, the Term A Facility, the Term B Facility or any Incremental Facility, as applicable) that is a Foreign Lender (or Foreign Participant) as a result of the DAM Exchange, such Borrower shall not be required to increase any amounts payable under this Section 10.03 to such Foreign Lender (or Foreign Participant) or to indemnify such Foreign Lender (or Foreign Participant) to the extent of any withholding tax resulting from the failure by such Foreign Lender (or Foreign Participant) to establish an exemption or reduction from such withholding taxes Taxes when such Foreign Lender (or Foreign Participant) was able to do soso unless establishing such an exemption or reduction would be materially onerous for such Lender. If any U.S. Borrower, Canadian Borrower or the UK Canadian Borrower, as the case may be, fails to pay or cause to be paid any such Taxes that is are required by law to be paid with respect to such deduction or withholding when due to the appropriate taxing authority or fails to remit or cause to be remitted to the Applicable Administrative Agent the required receipts or other required documentary evidence, such Borrower shall indemnify the Agents, the Revolving Credit Lenders, the Term A Lenders, the Term B Lenders and the Participants under the Revolving Credit Facilities, the Term A Facility, the Term B Facility or any Incremental Facility, as applicable, for any incremental taxesTaxes, interest, costs or penalties that may become payable by the Agents, such Lenders or such Participants as a result of any such failure, provided that such Agent, Lender or Participant was not excluded from receiving an increased amount pursuant to the immediately preceding sentence. This Section 10.03 shall not have any impact on the application of Section 3.01 to any payments to the extent Section 3.01 otherwise applies to such payments.

Net Payments Upon Implementation of DAM Exchange. Notwithstanding any other provision of this Agreement, if, as a direct result of the implementation of the DAM Exchange by law any Taxes are required by law to be deducted or withheld (other than a Tax on the overall net income or franchise Taxes (in lieu of a Tax on overall net income)) from amounts payable to the Administrative Agent, any Lender or any Participant with respect to the Revolving Credit Facility, the Term A Facility, or any Incremental Facility under the Loan DocumentsDocuments or if the Administrative Agent or any Lender is otherwise required to pay any such Taxes, (i) the amounts so payable to the Administrative Agent, such Lender or such Participant shall be increased to the extent necessary to yield to the Administrative Agent, such Lender or such Participant (after payment of all such Taxes) interest or any such other amounts payable under the Loan Documents at the rates or in the amounts specified in this Agreement and (ii) within thirty (30) days after paying any sum from which any deduction or withholding is required by law, and within thirty (30) days after the due date of payment of any Tax that is required to be paid with respect to such deduction or withholding, the applicable Borrower shall deliver or cause to be delivered to the Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, however, that the Borrowers shall not be required to increase any such amounts payable to such Lender or Participant under this Section 12.3 10.03 (but, rather, shall be required to increase any such amounts payable to such Lender or Participant to the extent required by Section 1.113.01) if such Lender or Participant was prior to or on the DAM Exchange Date already a Lender or Participant with respect to such Borrower. To the extent that pursuant to the DAM Exchange, a Lender (or a ParticipantParticipant under the Revolving Credit Facility, the Term A Facility, or any Incremental Facility, as applicable) becomes a Foreign Lender (or Foreign Participant) with respect to a particular Borrower and such Foreign Lender (or Foreign Participant)Lender, in its good faith judgment, is eligible for an exemption from, or reduced rate of, withholding taxes Taxes on payments made on such Loan interest received pursuant to the DAM Exchange, such Foreign Lender (or Foreign Participant) shall establish an exemption or reduction from such withholding taxes Taxes as soon as practicablepracticable unless establishing such an exemption or reduction would be materially onerous for such Lender. To the extent a Borrower is obligated to make payments to a Lender (or Participanta Participant under the Revolving Credit Facility, the Term A Facility or any Incremental Facility, as applicable) that is a Foreign Lender (or Foreign Participant) as a result of the DAM Exchange, such Borrower shall not be required to increase any amounts payable under this Section 10.03 to such Foreign Lender (or Foreign Participant) or to indemnify such Foreign Lender (or Foreign Participant) to the extent of any withholding tax resulting from the failure by such Foreign Lender (or Foreign Participant) to establish an exemption or reduction from such withholding taxes Taxes when such Foreign Lender (or Foreign Participant) was able to do soso unless establishing such an exemption or reduction would be materially onerous for such Lender. If U.S. Borrower, Canadian any Borrower or the UK Borrower, as the case may be, fails to pay or cause to be paid any such Taxes that is are required by law to be paid with respect to such deduction or withholding when due to the appropriate taxing authority or fails to remit or cause to be remitted to the Administrative Agent the required receipts or other required documentary evidence, such Borrower shall indemnify the Agents, the Lenders Revolving Credit Lenders, the Term A Lenders, and the 143 US-DOCS\70212156.16 Participants under the Revolving Credit Facility, the Term A Facility or any Incremental Facility, as applicable, for any incremental taxesTaxes, interest, costs or penalties that may become payable by the Agents, such Lenders or such Participants as a result of any such failure, provided that such Agent, Lender or Participant was not excluded from receiving an increased amount pursuant to the immediately preceding sentence. This Section 10.03 shall not have any impact on the application of Section 3.01 to any payments to the extent Section 3.01 otherwise applies to such payments.

Net Payments Upon Implementation of DAM Exchange. Notwithstanding any other provision of this Agreement, if, as a direct result of the implementation of the DAM Exchange by law any Taxes are required by law to be deducted or withheld (other than a Tax on the overall net income or franchise Taxes (in lieu of a Tax on overall net income)) from amounts payable to the Administrative Agent, any Lender or any Participant with respect to the Revolving Credit Facility, the Term A Facility, or any Incremental Facility under the Loan DocumentsDocuments or if the Administrative Agent or any Lender is otherwise required to pay any such Taxes, (i) the amounts so payable to the Administrative Agent, such Lender or such Participant shall be increased to the extent necessary to yield to the Administrative Agent, such Lender or such Participant (after payment of all such Taxes) interest or any such other amounts payable under the Loan Documents at the rates or in the amounts specified in this Agreement and (ii) within thirty (30) days after paying any sum from which any deduction or withholding is required by law, and within thirty (30) days after the due date of payment of any Tax that is required to be paid with respect to such deduction or withholding, the applicable Borrower shall deliver or cause to be delivered to the Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, however, that the Borrowers shall not be required to increase any such amounts payable to such Lender or Participant under this Section 12.3 10.03 (but, rather, shall be required to increase any such amounts payable to such Lender or Participant to the extent required by Section 1.113.01) if such Lender or Participant was prior to or on the DAM Exchange Date already a Lender or Participant with respect to such Borrower. To the extent that pursuant to the DAM Exchange, a Lender (or a ParticipantParticipant under the Revolving Credit Facility, the Term A Facility, or any Incremental Facility, as applicable) becomes a Foreign Lender (or Foreign Participant) with respect to a particular Borrower and such Foreign Lender (or Foreign Participant)Lender, in its good faith judgment, is eligible for an exemption from, or reduced rate of, withholding taxes Taxes on payments made on such Loan interest received pursuant to the DAM Exchange, such Foreign Lender (or Foreign Participant) shall establish an exemption or reduction from such withholding taxes Taxes as soon as practicablepracticable unless establishing such an exemption or reduction would be materially onerous for such Lender. To the extent a Borrower is obligated to make payments to a Lender (or Participanta Participant under the Revolving Credit Facility, the Term A Facility or any Incremental Facility, as applicable) that is a Foreign Lender (or Foreign Participant) as a result of the DAM Exchange, such Borrower shall not be required to increase any amounts payable under this Section 10.03 to such Foreign Lender (or Foreign Participant) or to indemnify such Foreign Lender (or Foreign Participant) to the extent of any withholding tax resulting from the failure by such Foreign Lender (or Foreign Participant) to establish an exemption or reduction from such withholding taxes Taxes when such Foreign Lender (or Foreign Participant) was able to do soso unless establishing such an exemption or reduction would be materially onerous for such Lender. If U.S. Borrower, Canadian any Borrower or the UK Borrower, as the case may be, fails to pay or cause to be paid any such Taxes that is are required by law to be paid with respect to such deduction or withholding when due to the appropriate taxing authority or fails to remit or cause to be remitted to the Administrative Agent the required receipts or other required documentary evidence, such Borrower shall indemnify the Agents, the Lenders Revolving Credit Lenders, the Term A Lenders, and the 143 US-DOCS\70212156.13 Participants under the Revolving Credit Facility, the Term A Facility or any Incremental Facility, as applicable, for any incremental taxesTaxes, interest, costs or penalties that may become payable by the Agents, such Lenders or such Participants as a result of any such failure, provided that such Agent, Lender or Participant was not excluded from receiving an increased amount pursuant to the immediately preceding sentence. This Section 10.03 shall not have any impact on the application of Section 3.01 to any payments to the extent Section 3.01 otherwise applies to such payments.