Common use of Net Payments Clause in Contracts

Net Payments. (a) All payments made by any Borrower hereunder or under any Revolving Note or other Credit Document will be made without setoff, counterclaim or other defense. Except as provided in Sections 5.04(b) and (c), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income or profits of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which it is resident or the jurisdiction in which the principal office or applicable lending office or other permanent establishment of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, subject to Section 5.04(b), the respective Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any Revolving Note or other Credit Document, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Revolving Note or other Credit Document. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, subject to Section 5.04(b), the respective Borrower agrees to reimburse each Lender, upon the written request of such Lender, for the net additional amount of taxes imposed on or measured by the net income or profits of such Lender pursuant to the laws of the jurisdiction in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender in respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. The respective Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the respective Borrower. Each Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender and any liability (including penalties, interest and expenses) arising from or with respect to such Taxes whether or not they were correctly or legally asserted. (b) Each Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) agrees to deliver to the U.S. Borrower and the Administrative Agent on or prior to the Effective Date, or in the case of any such Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Sub-Commitments only) that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.14 or 14.03 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (or successor forms) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Revolving Note, or (ii) if such Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a “Section 5.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Revolving Note. In addition, each such Lender agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the U.S. Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN, or Form W-8 and a Section 5.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Revolving Note, or it shall immediately notify the U.S. Borrower and the Administrative Agent of its inability to deliver any such form or certificate in which case such Lender shall not be required to deliver any such form or certificate pursuant to this Section 5.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a), but subject to Section 14.03 and the immediately succeeding sentence, (x) each Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the U.S. Borrower U.S. Internal Revenue Service forms that establish a complete exemption from such deduction or withholding and (y) the Borrowers shall not be obligated pursuant to Section 5.04(a) hereof to gross-up payments to be made to a Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the U.S. Borrower the Internal Revenue Service Forms required to be provided by it to the U.S. Borrower pursuant to this Section 5.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the immediately preceding sentence or elsewhere in this Section 5.04 (other than clause (e) below) and except as set forth in Section 14.03, each Borrower agrees to pay additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender shall use reasonable efforts (consistent with legal and regulatory restrictions and subject to overall policy considerations of such Lender) to file any certificate or document or to furnish any information as reasonably requested by the U.S. Borrower pursuant to any applicable treaty, law or regulation if the making of such filing or the furnishing of such information would avoid the need for or reduce the amount of any additional amounts payable by the respective Borrower and would not, in the sole discretion of such Lender, be disadvantageous to such Lender. (d) Nothing in this Section 5.04 shall require any Lender (or any Eligible Transferee) or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary, in its sole discretion). (e) Subject to the last sentence of this Section 5.04, if any Canadian Lender (a) is not resident in Canada for the purpose of Income Tax Act (Canada), or (b) is not an authorized foreign bank which at all times holds all of its interest in any Canadian Obligations in the course of its Canadian banking business for purposes of subsection 212(13.3) of the Income Tax Act (Canada), or (c) is not otherwise exempt from being subject to deduction or withholding of income or similar Taxes imposed by Canada (or any political subdivision or taxing authority thereof or therein) (“Canadian Taxes”) on the basis established to the satisfaction of the Canadian Revolving Loan Borrowers and the Administrative Agent based on Applicable Law in effect on the Effective Date (or such later date on which it becomes a Canadian Lender) with respect to any payments to such Lender of interest, fees, commissions, or any other amount payable by any Canadian Revolving Loan Borrower under the Credit Documents: (i) the Canadian Revolving Loan Borrowers shall be entitled, to the extent that they are required to do so by Applicable Law, to deduct or withhold Canadian Taxes from interest, fees, commissions or other amounts payable under this Agreement for the account of such Canadian Lender; and (ii) the Canadian Revolving Loan Borrowers shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to such Canadian Lender in respect of Canadian Taxes. Notwithstanding anything to the contrary contained in this Section 5.04, the Canadian Revolving Loan Borrowers agree to pay any additional amounts and to indemnify the applicable Canadian Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any incremental Canadian Taxes deducted or withheld by it as described in the immediately preceding sentence following (I) any changes after the Effective Date (or after the date such Lender became a Canadian Lender, as applicable) in any applicable law, or in the interpretation thereof, relating to the deducting or withholding of such Canadian Taxes to the extent, and only to the extent, that the obligation to pay such incremental Canadian Taxes arises as a consequence of such change in applicable law or (II) any Sharing Event.

Net Payments. (a) All payments made by any the Borrower hereunder or and under any Revolving Note or other Credit Document will be made without setoff, counterclaim or other defense. Except as provided in Sections Section 5.04(b) and (c), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision sub-division or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income or net profits of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which it is resident or the jurisdiction in which the principal office or applicable lending office or other permanent establishment of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, subject to Section 5.04(b), the respective Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any Revolving Note or other Credit DocumentNote, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Revolving Note or other Credit DocumentNote. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, subject to Section 5.04(b), the respective Borrower agrees to reimburse each Lender, upon the written request of such Lender, for the net additional amount of taxes imposed on or measured by the net income or net profits of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender Lender, in respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. The respective Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the respective Borrower. Each The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender and any liability (including penalties, interest and expenses) arising from or with respect to such Taxes whether or not they were correctly or legally assertedLender. (b) Each Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the U.S. Borrower and the Administrative Agent on or prior to the Effective DateDate or, or in the case of any such a Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Sub-Commitments only) that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.14 2.13 or 14.03 13.04(b) (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or successor forms) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Revolving Note, or (ii) if such the Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or any successor forms) pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a “Section 5.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Revolving Note. In addition, each such Lender agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it such Lender will deliver to the U.S. Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or W-8ECI, Form W-8BENW-8BEN (with respect to the benefits of any income tax treaty), or Form W-8 W-8BEN (with respect to the portfolio interest exemption) and a Section 5.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Revolving Note, or it such Lender shall immediately notify the U.S. Borrower and the Administrative Agent of its inability to deliver any such form Form or certificate Certificate, in which case such Lender shall not be required to deliver any such form Form or certificate Certificate pursuant to this Section 5.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a), but subject to Section 14.03 13.04(b) and the immediately succeeding sentence, (x) each the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees Fees or other amounts payable hereunder for the account of any Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the U.S. Borrower U.S. Internal Revenue Service forms Forms that establish a complete exemption from such deduction or withholding and (y) the Borrowers Borrower shall not be obligated pursuant to Section 5.04(a) hereof to gross-up payments to be made to a Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the U.S. Borrower the Internal Revenue Service Forms required to be provided by it to the U.S. Borrower pursuant to this Section 5.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the immediately preceding sentence or elsewhere in this Section 5.04 (other than clause (e) below) and except as set forth in Section 14.0313.04(b), each the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar such Taxes. (c) Each Lender shall use reasonable efforts (consistent with legal and regulatory restrictions and subject to overall policy considerations of such Lender) to file any certificate or document or to furnish any information as reasonably requested by the U.S. Borrower pursuant to any applicable treaty, law or regulation if the making of such filing or the furnishing of such information would avoid the need for or reduce the amount of any additional amounts payable by the respective Borrower and would not, in the sole discretion of such Lender, be disadvantageous to such Lender. (d) Nothing in this Section 5.04 shall require any Lender (or any Eligible Transferee) or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary, in its sole discretion). (e) Subject to the last sentence of this Section 5.04, if any Canadian Lender (a) is not resident in Canada for the purpose of Income Tax Act (Canada), or (b) is not an authorized foreign bank which at all times holds all of its interest in any Canadian Obligations in the course of its Canadian banking business for purposes of subsection 212(13.3) of the Income Tax Act (Canada), or (c) is not otherwise exempt from being subject to deduction or withholding of income or similar Taxes imposed by Canada (or any political subdivision or taxing authority thereof or therein) (“Canadian Taxes”) on the basis established to the satisfaction of the Canadian Revolving Loan Borrowers and the Administrative Agent based on Applicable Law in effect on the Effective Date (or such later date on which it becomes a Canadian Lender) with respect to any payments to such Lender of interest, fees, commissions, or any other amount payable by any Canadian Revolving Loan Borrower under the Credit Documents: (i) the Canadian Revolving Loan Borrowers shall be entitled, to the extent that they are required to do so by Applicable Law, to deduct or withhold Canadian Taxes from interest, fees, commissions or other amounts payable under this Agreement for the account of such Canadian Lender; and (ii) the Canadian Revolving Loan Borrowers shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to such Canadian Lender in respect of Canadian Taxes. Notwithstanding anything to the contrary contained in this Section 5.04, the Canadian Revolving Loan Borrowers agree to pay any additional amounts and to indemnify the applicable Canadian Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any incremental Canadian Taxes deducted or withheld by it as described in the immediately preceding sentence following (I) any changes after the Effective Date (or after the date such Lender became a Canadian Lender, as applicable) in any applicable law, or in the interpretation thereof, relating to the deducting or withholding of such Canadian Taxes to the extent, and only to the extent, that the obligation to pay such incremental Canadian Taxes arises as a consequence of such change in applicable law or (II) any Sharing Event.

Net Payments. (a) All payments made by any Borrower the Borrowers hereunder or under any Revolving Note or other Credit Document will be made without setoff, counterclaim or other defense. Except as provided in Sections 5.04(b) and (cSection 3.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax taxes imposed on or measured by the net income or profits of a Lender Bank pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which it is resident or the jurisdiction in which the principal office or applicable lending office or other permanent establishment of such Lender Bank is located or any subdivision thereof or therein) and all , or any interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “"Taxes”"). If any Taxes are so levied or imposed, subject to Section 5.04(b), the respective each Borrower agrees to pay the full amount of such TaxesTaxes levied in respect of the payments of such Borrower, and such additional amounts as may be necessary so that every payment of all amounts due from such Borrower under this Agreement or under any Revolving Note or other Credit DocumentAgreement, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Revolving Note or other Credit Documentherein. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, subject to Section 5.04(b), then the respective applicable Borrower agrees to reimburse each LenderBank, upon the written request of such LenderBank, for the net additional amount of taxes imposed on or measured by the net income or profits of such Lender Bank pursuant to the laws of the jurisdiction in which such Bank is organized or in which the principal office or applicable lending office of such Lender Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender Bank shall determine are payable by, or withheld from, such Lender Bank in respect of such amounts so paid to or on behalf of such Lender Bank pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender Bank pursuant to this sentence. The respective Each Borrower will furnish to the Administrative Agent Agent, within 45 days after the date the payment of any Taxes is due pursuant to applicable law law, certified copies of tax receipts evidencing such payment by the respective such Borrower. Each Borrower agrees to indemnify and hold harmless each LenderBank, and reimburse such Lender each Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender and any liability (including penaltiesBank in respect of payments made, interest and expenses) arising from or with respect required to be made, by such Taxes whether or not they were correctly or legally assertedBorrower. (b) Each Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) Bank that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the U.S. Borrower Borrowers and the Administrative Agent Agent, on or prior to the Effective Date, or in the case of any such Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Sub-Commitments only) Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.14 1.12 or 14.03 12.04 (unless the respective Lender Bank was already a Lender Bank hereunder immediately prior to such assignment or transfer), on upon the date of such assignment or transfer to such Lender, Bank (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or successor forms) certifying to such Lender’s Bank's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Revolving Note, or (ii) if such Lender the Bank is not a “"bank” " within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D F (any such certificate, a “"Section 5.04(b)(ii3.04(b)(ii) Certificate”") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (or with respect to the portfolio interest exemption)(or successor form) certifying to such Lender’s Bank's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Revolving NoteAgreement. In addition, each such Lender Bank agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the U.S. Borrower Borrowers and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or W-8ECI, Form W-8BENW-8BEN (with respect to the benefits of any income tax treaty), or Form W-8 W-8BEN (with respect to the portfolio interest exemption) and a Section 5.04(b)(ii3.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender Bank to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Revolving NoteAgreement, or it shall immediately notify the U.S. Borrower Borrowers and the Administrative Agent of its inability to deliver any such form Form or certificate Certificate, in which case such Lender Bank shall not be required to deliver any such form Form or certificate Certificate pursuant to this Section 5.04(b3.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a3.04(a), but subject to Section 14.03 and the immediately succeeding sentence, (x) each Borrower the Borrowers shall be entitled, to the extent it is they are required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) Bank which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender Bank has not provided to the U.S. such Borrower U.S. Internal Revenue Service forms Forms that establish a complete exemption from such deduction or withholding and (y) the Borrowers such Borrower shall not be obligated pursuant to Section 5.04(a3.04(a) hereof to gross-up payments to be made to a Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) Bank in respect of income or similar taxes imposed by the United States if (I) such Lender Bank has not provided to the U.S. such Borrower the Internal Revenue Service Forms required to be provided by it to the U.S. such Borrower pursuant to this Section 5.04(b3.04(b) or (II) in the case of a payment, other than interest, to a Lender Bank described in clause (ii) above, to the extent that such forms Forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the immediately preceding sentence or elsewhere in this Section 5.04 (other than clause (e) below) 3.04 and except as set forth in Section 14.0312.04(b), each Borrower agrees to pay any additional amounts and to indemnify each Lender Bank in the manner set forth in Section 5.04(a3.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Except to the extent that the Borrowers make payments pursuant to subsections (a) or (b) of this Section 3.04, the Borrowers will indemnify each Bank and the Administrative Agent against, and reimburse each upon demand for, the full amount of Taxes (including, without limitation, any Taxes imposed by any jurisdiction on amounts payable under this Section 3.04) incurred or paid by such Bank or the Administrative Agent (as the case may be) or any of their respective affiliates and any liability (including penalties, interest and expenses) arising therefrom and or with respect thereto, whether or not such Taxes were correctly or legally asserted. Each Lender shall Bank agrees, within a reasonable time after receiving a written request from the Borrowers, to provide the Borrowers and the Administrative Agent with such certificates as are reasonably required, and to take such other actions as are reasonably necessary, to claim such exemptions as such Bank may be entitled to claim in respect of all or a portion of any Taxes which are otherwise required to be paid or deducted or withheld pursuant to this Section 3.04 in respect of any payments under this Agreement. If the Borrowers are compelled to make the additional payments required by subsections (a) and (b) of this Section 3.04, or this subsection (c), the Borrowers may be entitled to remove the Bank with respect to which such payment is made in accordance with Section 1.12. (d) Each Bank agrees that, upon the occurrence of any event giving rise to the operation of Section 3.04 with respect to such Bank, it will, if requested by the Borrower, use reasonable efforts (consistent with legal and regulatory restrictions and subject to overall policy considerations of such LenderBank) to file designate another lending office for any certificate Loans affected by such event, PROVIDED that such designation is made on such terms that such Bank and its lending office suffer no material economic, legal or document or regulatory disadvantage, with the object of avoiding the consequence of the event giving rise to furnish any information as reasonably requested by the U.S. Borrower pursuant to any applicable treaty, law or regulation if the making operation of such filing or the furnishing of such information would avoid the need for or reduce the amount of any additional amounts payable by the respective Borrower and would not, in the sole discretion of such Lender, be disadvantageous to such Lender. (d) Section 3.04. Nothing in this Section 5.04 3.04(d) shall require affect or postpone any Lender (or any Eligible Transferee) of the obligations of the Borrowers or the Administrative Agent to make available right of any of its tax returns (or any other information that it deems to be confidential or proprietary, Bank provided in its sole discretion). (e) Subject to the last sentence of this Section 5.04, if any Canadian Lender (a) is not resident in Canada for the purpose of Income Tax Act (Canada), or (b) is not an authorized foreign bank which at all times holds all of its interest in any Canadian Obligations in the course of its Canadian banking business for purposes of subsection 212(13.3) of the Income Tax Act (Canada), or (c) is not otherwise exempt from being subject to deduction or withholding of income or similar Taxes imposed by Canada (or any political subdivision or taxing authority thereof or therein) (“Canadian Taxes”) on the basis established to the satisfaction of the Canadian Revolving Loan Borrowers and the Administrative Agent based on Applicable Law in effect on the Effective Date (or 3.04. If such later date on which it becomes a Canadian Lender) with respect to any payments to such Lender of interest, fees, commissions, or any other amount payable by any Canadian Revolving Loan Borrower under the Credit Documents: (i) the Canadian Revolving Loan Borrowers shall be entitled, to the extent that they are required to do so by Applicable Law, to deduct or withhold Canadian Taxes from interest, fees, commissions or other additional amounts payable under this Agreement for the account of such Canadian Lender; and (ii) the Canadian Revolving Loan Borrowers shall cannot be obligated pursuant to Section 5.04(a) to gross-up payments to be made to eliminated by such Canadian Lender in respect of Canadian Taxes. Notwithstanding anything to the contrary contained in this Section 5.04actions, the Canadian Revolving Loan Borrowers agree may have the right to pay any additional amounts and to indemnify replace the applicable Canadian Lender affected Bank hereunder in the manner set forth in accordance with Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any incremental Canadian Taxes deducted or withheld by it as described in the immediately preceding sentence following (I) any changes after the Effective Date (or after the date such Lender became a Canadian Lender, as applicable) in any applicable law, or in the interpretation thereof, relating to the deducting or withholding of such Canadian Taxes to the extent, and only to the extent, that the obligation to pay such incremental Canadian Taxes arises as a consequence of such change in applicable law or (II) any Sharing Event1.12.

Net Payments. (a) All payments made by any the Borrower hereunder or under any Revolving Lender Note or other Credit Document will Loan shall be made without setoff, counterclaim or other defense. Except as provided in Sections 5.04(b) and (cSection 3.6(b), all such payments will shall be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income or net profits of and any franchise tax imposed on or in lieu of taxes on net income of a Lender or the Administrative Agent pursuant to the laws of the jurisdiction in which it such Lender or the Administrative Agent, as the case may be (each a "Lending Party"), is organized or the jurisdiction in which it is resident managed and controlled or the jurisdiction in which the principal office or applicable lending office or other permanent establishment of such Lender Lending Party is located located, managed or controlled or any subdivision or taxing authority thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “"Taxes”"). If any Taxes are so levied or imposed, subject to Section 5.04(b), the respective Borrower agrees to pay the full amount of such Taxes, and such additional amounts amounts, if any, as may be necessary so that every payment of all amounts due under this Agreement or under any Revolving Lender Note or other Credit DocumentLoan, after withholding or deduction for or on account of any Taxes, will shall not be less than the amount provided for herein or in such Revolving Lender Note or other Credit DocumentLoan. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, subject to Section 5.04(b), the respective Borrower agrees to reimburse each LenderLending Party, upon the written request of such Lender, for the net additional amount of taxes imposed on or measured by the net income or net profits of and any franchise tax imposed on or in lieu of taxes on net income of such Lender pursuant to the laws of the jurisdiction in which it is organized or managed and controlled or the jurisdiction in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which it is organized or the jurisdiction in which the principal office is organized or managed and controlled or the jurisdiction in which the principal office or applicable lending office of such Lender is located located, managed or controlled, and for any withholding of taxes as such Lender Lending Party shall determine are payable by, or withheld from, such Lender Lender, in respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender Lending Party pursuant to this sentence. The respective Borrower will shall furnish to the Administrative Agent within 45 thirty (30) days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the respective Borrower. Each The Borrower agrees to indemnify and hold harmless each LenderLending Party, and reimburse such Lender Lending Party upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lending Party. Such indemnification shall be made within thirty (30) days after the date any Lender and any liability (including penalties, interest and expenses) arising from or with respect to such Taxes whether or not they were correctly or legally assertedmakes written demand therefor. (b) Each Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) agrees to deliver to the U.S. Borrower and the Administrative Agent (A) on or prior to the Effective Closing Date, or (B) in the case of any such a Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Sub-Commitments only) that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.14 Sections 3.4.7 or 14.03 9.4 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI W-8 ECI or Form W-8BEN W-8 BEN (or successor forms) certifying to such Lender’s 's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Revolving NoteLender Note or Loan, or (ii) if such the Lender is not a “"bank” " within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI W-8 ECI or Form W-8BEN W-8 BEN pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D E (any such certificate, a “Section 5.04(b)(ii) "Tax Certificate”") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN W-8 BEN (or successor form) certifying to such Lender’s 's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Revolving NoteLender Note or Loan. In addition, each such Lender agrees that from time to time after the Effective Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will shall deliver to the U.S. Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI W-8 ECI or Form W-8BENW-8 BEN (or successor forms), or Form W-8 BEN (or successor form) and a Section 5.04(b)(ii) Tax Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Revolving NoteLender Note or Loan, or it shall immediately notify the U.S. Borrower and the Administrative Agent of its inability to deliver any such form or certificate Tax Certificate, in which case such Lender shall not be required obliged to deliver any such form or certificate pursuant to this Section 5.04(b)Tax Certificate. Notwithstanding anything to the contrary contained in Section 5.04(a3.6(a), but subject to Section 14.03 9.4(b) and the immediately succeeding sentence, (x) each the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) which is not a United States person (as such term is defined in Section 7701(a)(30) of the Codeabove) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the U.S. Borrower U.S. Internal Revenue Service forms Forms that establish a complete exemption from such deduction or withholding and (y) the Borrowers Borrower shall not be obligated pursuant to Section 5.04(a3.6(a) hereof to gross-up payments to be made to a Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) in respect of income or similar taxes imposed by the United States if (I) such Lender is not a United States person (as defined above) and has not provided to the U.S. Borrower the Internal Revenue Service Forms required to be provided by it to the U.S. Borrower pursuant to this Section 5.04(b3.6(b) or (II) in the case of a payment, payment (other than interest, interest if and only if such Lender complies with clauses (ii)(x) and (y) above) to a Lender described in clause (ii) above, to the extent that such forms Forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the immediately preceding sentence or elsewhere in this Section 5.04 (other than clause (e) below) 3.6 and except as set forth in Section 14.039.4, each the Borrower agrees to pay additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a3.6(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Closing Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income such Taxes; provided, such Lender shall provide to the Borrower and the Administrative Agent, upon the request of the Borrower, any reasonably available applicable IRS tax form (reasonably similar in its simplicity and degree of detail to IRS Form W-8 ECI or similar TaxesW-8 BEN or a Tax Certificate) necessary or appropriate for the exemption or reduction in the rate of such U.S. Federal withholding tax. (c) Each If the Borrower pays any additional amount under this Section 3.6 to a Lender and such Lender determines in its sole discretion that it has actually received any refund in respect of such additional amount paid by the Borrower, such Lender shall use reasonable efforts repay such refund to the Borrower, net of all out-of-pocket expenses of such Lender and without interest (consistent with legal and regulatory restrictions and subject except to overall policy considerations the extent such refund includes interest); provided that, the Borrower, upon the request of such Lender, agrees to return such refund (plus penalties, interest or other charges) to file such Lender in the event such Lender is required to repay such refund. Whether or not a Lender claims any certificate refund or document credit or to furnish files any information as reasonably requested by the U.S. Borrower pursuant to any applicable treaty, law or regulation if the making of such filing or the furnishing of such information would avoid the need for or reduce the amount of any additional amounts payable by the respective Borrower and would not, amended tax return shall be in the sole discretion of such Lender, be disadvantageous to such Lender. (d) . Nothing in this Section 5.04 3.6 shall require any a Lender to (i) disclose or any Eligible Transferee) or detail the Administrative Agent to make available any basis of its calculation of the amount of any tax returns (benefit or refund to the Borrower or any other information that it deems to be confidential party or proprietary, in its sole discretion). (e) Subject to the last sentence of this Section 5.04, if any Canadian Lender (a) is not resident in Canada for the purpose of Income Tax Act (Canada), or (b) is not an authorized foreign bank which at all times holds all of its interest in any Canadian Obligations in the course of its Canadian banking business for purposes of subsection 212(13.3) of the Income Tax Act (Canada), or (c) is not otherwise exempt from being subject to deduction or withholding of income or similar Taxes imposed by Canada (or any political subdivision or taxing authority thereof or therein) (“Canadian Taxes”) on the basis established to the satisfaction of the Canadian Revolving Loan Borrowers and the Administrative Agent based on Applicable Law in effect on the Effective Date (or such later date on which it becomes a Canadian Lender) with respect to any payments to such Lender of interest, fees, commissions, or any other amount payable by any Canadian Revolving Loan Borrower under the Credit Documents: (i) the Canadian Revolving Loan Borrowers shall be entitled, to the extent that they are required to do so by Applicable Law, to deduct or withhold Canadian Taxes from interest, fees, commissions or other amounts payable under this Agreement for the account of such Canadian Lender; and (ii) the Canadian Revolving Loan Borrowers shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to disclose such Canadian Lender in respect of Canadian Taxes. Notwithstanding anything to the contrary contained in this Section 5.04, the Canadian Revolving Loan Borrowers agree to pay any additional amounts and to indemnify the applicable Canadian Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any incremental Canadian Taxes deducted or withheld by it as described in the immediately preceding sentence following (I) any changes after the Effective Date (or after the date such Lender became a Canadian Lender, as applicable) in any applicable law, or in the interpretation thereof, relating to the deducting or withholding of such Canadian Taxes to the extent, and only to the extent, that the obligation to pay such incremental Canadian Taxes arises as a consequence of such change in applicable law or (II) any Sharing Event's tax returns.

Net Payments. (a) All payments made by any the Borrower hereunder or under this Agreement and/or under any Revolving Note or other Credit Document will shall be made without setoff, setoff or counterclaim or other defense. Except and in such amounts as provided may be necessary in Sections 5.04(b) and (c), order that all such payments will be made free and clear of, and without (after deduction or withholding for, for or on account of any present or future taxes, levies, imposts, duties, fees, assessments duties or other charges of whatever whatsoever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excludingGovernmental Authority, except as provided in the second succeeding sentence, other than any tax imposed on or measured by the net income or profits of a Lender Bank pursuant to the income tax laws of the jurisdiction in which it is organized jurisdictions where such Bank's principal or the jurisdiction in which it is resident or the jurisdiction in which the principal office or applicable lending office or other permanent establishment of such Lender is located or (collectively, "Taxes")) shall not be less than the amounts otherwise specified to be paid under this Agreement and/or under any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”)Credit Document. If the Borrower is required by law to make any deduction or withholding on account of Taxes are so levied from any payment due hereunder or imposedunder the Notes, subject then (a) the Borrower shall timely remit such Taxes to Section 5.04(b)the Governmental Authority imposing the same and (b) the amount payable hereunder or under the Notes will be increased to such amount which, the respective Borrower agrees to pay the full after deduction from such increased amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement required to be deducted or under any Revolving Note or other Credit Document, after withholding or deduction for or on account of any Taxeswithheld therefrom, will not be less than the amount provided for herein or in such Revolving Note or other Credit Documentotherwise due and payable. If any amounts are payable in respect of Taxes pursuant Without prejudice to the preceding sentenceforegoing, subject if any Bank or the Agent is required to Section 5.04(b)make any payment on account of Taxes, the respective Borrower agrees to will, upon notification by the Bank or the Agent promptly indemnify such person against such Taxes, together with any interest, penalties and expenses payable or incurred in connection therewith. The Borrower shall also reimburse each LenderBank, upon the written request of such LenderBank, for the net additional amount of taxes imposed on or measured by the net income or profits of such Lender Bank pursuant to the laws of the jurisdiction in which the principal office or applicable lending office of such Lender Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender Bank shall determine are payable by, or withheld from, by such Lender Bank in respect of such amounts so Taxes paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender Bank pursuant to this sentenceSection 3.04. The respective For purposes of this Section, the term "Taxes" includes interest, penalties and expenses payable or incurred in connection therewith. A certificate as to any additional amounts payable to a Bank under this Section 3.04 submitted to the Borrower will by such Bank shall, absent manifest error, be final, conclusive and binding for all purposes upon all parties hereto. With respect to each deduction or withholding for or on account of any Taxes, the Borrower shall promptly furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax each Bank such certificates, receipts evidencing such payment by the respective Borrower. Each Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender and any liability (including penalties, interest and expenses) arising from or with respect to such Taxes whether or not they were correctly or legally asserted. (b) Each Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) agrees to deliver to the U.S. Borrower and the Administrative Agent on or prior to the Effective Date, or in the case of any such Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Sub-Commitments only) that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.14 or 14.03 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (or successor forms) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Revolving Note, or (ii) if such Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a “Section 5.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Revolving Note. In addition, each such Lender agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the U.S. Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN, or Form W-8 and a Section 5.04(b)(ii) Certificate, as the case may be, and such other forms documents as may be required (in order to confirm or establish the entitlement judgment of such Lender Bank) to a continued exemption from or reduction in United States withholding establish any tax with respect credit to payments under this Agreement and any Revolving Note, or it shall immediately notify the U.S. Borrower and the Administrative Agent of its inability to deliver any which such form or certificate in which case such Lender shall not be required to deliver any such form or certificate pursuant to this Section 5.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a), but subject to Section 14.03 and the immediately succeeding sentence, (x) each Borrower shall Bank may be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the U.S. Borrower U.S. Internal Revenue Service forms that establish a complete exemption from such deduction or withholding and (y) the Borrowers shall not be obligated pursuant to Section 5.04(a) hereof to gross-up payments to be made to a Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the U.S. Borrower the Internal Revenue Service Forms required to be provided by it to the U.S. Borrower pursuant to this Section 5.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the immediately preceding sentence or elsewhere in this Section 5.04 (other than clause (e) below) and except as set forth in Section 14.03, each Borrower agrees to pay additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender shall use reasonable efforts (consistent with legal and regulatory restrictions and subject to overall policy considerations of such Lender) to file any certificate or document or to furnish any information as reasonably requested by the U.S. Borrower pursuant to any applicable treaty, law or regulation if the making of such filing or the furnishing of such information would avoid the need for or reduce the amount of any additional amounts payable by the respective Borrower and would not, in the sole discretion of such Lender, be disadvantageous to such Lender. (d) Nothing in this Section 5.04 shall require any Lender (or any Eligible Transferee) or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary, in its sole discretion). (e) Subject to the last sentence of this Section 5.04, if any Canadian Lender (a) is not resident in Canada for the purpose of Income Tax Act (Canada), or (b) is not an authorized foreign bank which at all times holds all of its interest in any Canadian Obligations in the course of its Canadian banking business for purposes of subsection 212(13.3) of the Income Tax Act (Canada), or (c) is not otherwise exempt from being subject to deduction or withholding of income or similar Taxes imposed by Canada (or any political subdivision or taxing authority thereof or therein) (“Canadian Taxes”) on the basis established to the satisfaction of the Canadian Revolving Loan Borrowers and the Administrative Agent based on Applicable Law in effect on the Effective Date (or such later date on which it becomes a Canadian Lender) with respect to any payments to such Lender of interest, fees, commissions, or any other amount payable by any Canadian Revolving Loan Borrower under the Credit Documents: (i) the Canadian Revolving Loan Borrowers shall be entitled, to the extent that they are required to do so by Applicable Law, to deduct or withhold Canadian Taxes from interest, fees, commissions or other amounts payable under this Agreement for the account of such Canadian Lender; and (ii) the Canadian Revolving Loan Borrowers shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to such Canadian Lender in respect of Canadian Taxes. Notwithstanding anything to the contrary contained in this Section 5.04, the Canadian Revolving Loan Borrowers agree to pay any additional amounts and to indemnify the applicable Canadian Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any incremental Canadian Taxes deducted or withheld by it as described in the immediately preceding sentence following (I) any changes after the Effective Date (or after the date such Lender became a Canadian Lender, as applicable) in any applicable law, or in the interpretation thereof, relating to the deducting or withholding of such Canadian Taxes to the extent, and only to the extent, that the obligation to pay such incremental Canadian Taxes arises as a consequence of such change in applicable law or (II) any Sharing Event.

Net Payments. (a) All payments made by any Borrower hereunder Credit Party under any Credit Document (including, in the case of a Borrower, in its capacity as a guarantor pursuant to Section 14) or under any Revolving Note or other Credit Document will be made without setoff, counterclaim or other defense. Except as provided in Sections 5.04(b) and (cSection 4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income or profits of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which it is resident or the jurisdiction in which the principal office or applicable lending office or other permanent establishment of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, subject to Section 5.04(b), the respective Borrower (and any other Credit Party making the payment) agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any Revolving Note or other Credit DocumentNote, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Revolving Note or other Credit DocumentNote. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, subject to Section 5.04(b), then the respective applicable Borrower agrees (and any other Credit Party making the payment) shall be obligated to reimburse each Lender, upon the written request of such Lender, for the net additional amount of taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured by the net income or profits of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender in respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. The respective , the applicable Borrower (or Credit Party) will furnish to the Administrative Agent within 45 days after the date of the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by such Borrower (or the respective Borrowerother Credit Party). Each Borrower agrees The Borrowers jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall agree) to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender and any liability (including penalties, interest and expenses) arising from or with respect to such Taxes whether or not they were correctly or legally assertedLender. (b) Each Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) agrees to deliver to the U.S. Borrower and the Administrative Agent on or prior to the Amendment No. 4 Effective Date, or in the case of any such a Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Sub-Commitments only) that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.14 1.12 or 14.03 13.04 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or successor forms) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Revolving Note, or (ii) if such the Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a “Section 5.04(b)(ii4.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Revolving Note. In addition, each such Lender agrees that from time to time after the Amendment No. 4 Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the U.S. Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or W-8ECI, Form W-8BENW-8BEN (with respect to the benefits of any income tax treaty), or Form W-8 W-8BEN (with respect to the portfolio interest exemption) and a Section 5.04(b)(ii4.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Revolving Note, or it shall immediately notify the U.S. Borrower and the Administrative Agent of its inability to deliver any such form Form or certificate Certificate, in which case such Lender shall not be required to deliver any such form Form or certificate Certificate pursuant to this Section 5.04(b4.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a4.04(a), but subject to Section 14.03 13.04(b) and the immediately succeeding sentence, (x) each the U.S. Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable by the U.S. Borrower hereunder for the account of any Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the U.S. Borrower U.S. Internal Revenue Service forms Forms that establish a complete exemption from such deduction or withholding and (y) the Borrowers U.S. Borrower shall not be obligated pursuant to Section 5.04(a4.04(a) hereof to gross-up payments to be made to a Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the U.S. Borrower the Internal Revenue Service Forms required to be provided by it to the U.S. Borrower pursuant to this Section 5.04(b4.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the immediately preceding sentence or elsewhere in this Section 5.04 (other than clause (e) below) 4.04 and except as set forth in Section 14.0313.04(b), each the U.S. Borrower agrees to pay additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a4.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence (x) as a result of any changes that are effective after the Amendment No. 4 Effective Date (or, if later, the date such Lender became party to this Agreement) in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender shall use reasonable efforts (consistent with legal and regulatory restrictions and subject to overall policy considerations of such Lender) to file any certificate or document or to furnish any information as reasonably requested by the U.S. Borrower pursuant to any applicable treaty, law or regulation if the making of such filing or the furnishing of such information would avoid the need for or reduce the amount of any additional amounts payable by the respective Borrower and would not, in the sole discretion of such Lender, be disadvantageous to such Lender. (d) Nothing in this Section 5.04 shall require any Lender (or any Eligible Transferee) or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary, in its sole discretion). (e) Subject to the last sentence of this Section 5.04, if any Canadian Lender (a) is not resident in Canada for the purpose of Income Tax Act (Canada), taxes or (by) is not an authorized foreign bank which at all times holds all of its interest in any Canadian Obligations in the course of its Canadian banking business for purposes of subsection 212(13.3) as a result of the Income Tax Act (Canada), or (c) is not otherwise exempt from being subject to deduction or withholding purchase of income or similar Taxes imposed a participation as required by Canada (or any political subdivision or taxing authority thereof or therein) (“Canadian Taxes”) on Section 1.13 following the basis established to the satisfaction occurrence of the Canadian Revolving Loan Borrowers and the Administrative Agent based on Applicable Law in effect on the Effective Date (or such later date on which it becomes a Canadian Lender) with respect to any payments to such Lender of interest, fees, commissions, or any other amount payable by any Canadian Revolving Loan Borrower under the Credit Documents: (i) the Canadian Revolving Loan Borrowers shall be entitled, to the extent that they are required to do so by Applicable Law, to deduct or withhold Canadian Taxes from interest, fees, commissions or other amounts payable under this Agreement for the account of such Canadian Lender; and (ii) the Canadian Revolving Loan Borrowers shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to such Canadian Lender in respect of Canadian Taxes. Notwithstanding anything to the contrary contained in this Section 5.04, the Canadian Revolving Loan Borrowers agree to pay any additional amounts and to indemnify the applicable Canadian Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any incremental Canadian Taxes deducted or withheld by it as described in the immediately preceding sentence following (I) any changes after the Effective Date (or after the date such Lender became a Canadian Lender, as applicable) in any applicable law, or in the interpretation thereof, relating to the deducting or withholding of such Canadian Taxes to the extent, and only to the extent, that the obligation to pay such incremental Canadian Taxes arises as a consequence of such change in applicable law or (II) any Sharing Event.

Net Payments. (a) All payments made by any the Borrower hereunder or under any Revolving Note or other Credit Document will be made without setoff, counterclaim or other defense. Except as provided in Sections 5.04(b) and (c), all All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments payment (but excluding, except as provided in the second succeeding sentence, excluding any tax imposed on or measured by the net income or profits gross income or gross receipts of a Lender any Bank (other than withholding taxes or taxes in lieu of withholding taxes) pursuant to the laws of the jurisdiction in which it is organized (or the jurisdiction in which it is resident any political subdivision or the jurisdiction taxing authority thereof or therein) in which the principal office or applicable lending office or other permanent establishment of such Lender Bank is located or any subdivision thereof in which such Bank is organized or thereinin which such Bank is doing business through a branch or office from which such jurisdiction treats a Loan as having been made) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxescollectively, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “"Taxes”"). If any Taxes are so levied or imposed, subject to Section 5.04(b), the respective Borrower agrees to pay the full amount of such Taxes, Taxes and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement hereunder or under any Revolving Note or other Credit DocumentNote, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Revolving Note or other Credit DocumentNote. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, subject to Section 5.04(b), the respective The Borrower agrees to shall also reimburse each LenderBank, upon its written request, which request shall show the written request basis for calculation of such Lenderreimbursement, for the net additional amount of taxes imposed on or measured by the net income or profits of such Lender Bank pursuant to the laws of the jurisdiction in which the principal office (or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction thereof or therein) in which the its principal office or applicable lending office of such Lender is located and for any withholding of taxes or in which such Bank is organized or in which such Bank is doing business through a branch or office from which such jurisdiction treats a Loan as such Lender having been made as it shall determine are payable by, or withheld from, such Lender by it in respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender Bank pursuant to this the preceding sentence. The respective Borrower will furnish to the Administrative Agent applicable Bank within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of any tax receipts available to the Borrower evidencing such payment by the respective Borrower. Each The Borrower agrees to will indemnify and hold harmless each LenderBank, and reimburse such Lender each Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender and any liability (including penalties, interest and expenses) arising from or with respect to such Taxes whether or not they were correctly or legally assertedBank. (b) Each Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) agrees to deliver to the U.S. Borrower and the Administrative Agent on or prior to the Effective Date, or in the case of any such Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Sub-Commitments only) that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.14 or 14.03 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (or successor forms) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Revolving Note, or (ii) if such Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a “Section 5.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Revolving Note. In addition, each such Lender agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the U.S. Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN, or Form W-8 and a Section 5.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Revolving Note, or it shall immediately notify the U.S. Borrower and the Administrative Agent of its inability to deliver any such form or certificate in which case such Lender shall not be required to deliver any such form or certificate pursuant to this Section 5.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a), but subject to Section 14.03 and the immediately succeeding sentence, (x) each Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the U.S. Borrower U.S. Internal Revenue Service forms that establish a complete exemption from such deduction or withholding and (y) the Borrowers shall not be obligated pursuant to Section 5.04(a) hereof to gross-up payments to be made to a Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the U.S. Borrower the Internal Revenue Service Forms required to be provided by it to the U.S. Borrower pursuant to this Section 5.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the immediately preceding sentence or elsewhere in this Section 5.04 (other than clause (e) below) and except as set forth in Section 14.03, each Borrower agrees to pay additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender shall use reasonable efforts (consistent with legal and regulatory restrictions and subject to overall policy considerations of such Lender) to file any certificate or document or to furnish any information as reasonably requested by the U.S. Borrower pursuant to any applicable treaty, law or regulation if the making of such filing or the furnishing of such information would avoid the need for or reduce the amount of any additional amounts payable by the respective Borrower and would not, in the sole discretion of such Lender, be disadvantageous to such Lender. (d) Nothing in this Section 5.04 shall require any Lender (or any Eligible Transferee) or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary, in its sole discretion). (e) Subject to the last sentence of this Section 5.04, if any Canadian Lender (a) is not resident in Canada for the purpose of Income Tax Act (Canada), or (b) is not an authorized foreign bank which at all times holds all of its interest in any Canadian Obligations in the course of its Canadian banking business for purposes of subsection 212(13.3) of the Income Tax Act (Canada), or (c) is not otherwise exempt from being subject to deduction or withholding of income or similar Taxes imposed by Canada (or any political subdivision or taxing authority thereof or therein) (“Canadian Taxes”) on the basis established to the satisfaction of the Canadian Revolving Loan Borrowers and the Administrative Agent based on Applicable Law in effect on the Effective Date (or such later date on which it becomes a Canadian Lender) with respect to any payments to such Lender of interest, fees, commissions, or any other amount payable by any Canadian Revolving Loan Borrower under the Credit Documents: (i) the Canadian Revolving Loan Borrowers shall be entitled, to the extent that they are required to do so by Applicable Law, to deduct or withhold Canadian Taxes from interest, fees, commissions or other amounts payable under this Agreement for the account of such Canadian Lender; and (ii) the Canadian Revolving Loan Borrowers shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to such Canadian Lender in respect of Canadian Taxes. Notwithstanding anything to the contrary contained in this Section 5.04, the Canadian Revolving Loan Borrowers agree to pay any additional amounts and to indemnify the applicable Canadian Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any incremental Canadian Taxes deducted or withheld by it as described in the immediately preceding sentence following (I) any changes after the Effective Date (or after the date such Lender became a Canadian Lender, as applicable) in any applicable law, or in the interpretation thereof, relating to the deducting or withholding of such Canadian Taxes to the extent, and only to the extent, that the obligation to pay such incremental Canadian Taxes arises as a consequence of such change in applicable law or (II) any Sharing Event.

Net Payments. (a) All payments made to the Banks by any Borrower hereunder the Borrowers hereunder, under the Notes or under any Revolving Note or other Credit Loan Document will be made without setoffset off, counterclaim or other defense. Except as provided in Sections 5.04(b) and (c), all All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, excluding any tax imposed on or measured by the gross or net income or profits of a Lender Bank (including all interest, penalties or similar liabilities related thereto) pursuant to the laws of the jurisdiction in which it is organized United States of America or any political subdivision thereof, or taxing authority of the jurisdiction in which it is resident United States of America or the jurisdiction any political subdivision thereof, in which the principal office or applicable lending office or other permanent establishment of such Lender a Bank is located or any subdivision thereof or therein) located), and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxescollectively, leviestogether with any amounts payable pursuant to the next sentence, imposts, duties, fees, assessments or other charges being referred to collectively as “"Taxes”"). If any Taxes are so levied or imposed, subject to Section 5.04(b), the respective Borrower agrees Borrowers agree to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due hereunder, under this Agreement each Note or under any Revolving Note or other Credit Loan Document, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Revolving Note or other Credit Document. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, subject to Section 5.04(b), the respective Borrower agrees to reimburse each Lender, upon the written request of such Lender, for the net additional amount of taxes imposed on or measured by the net income or profits of such Lender pursuant to the laws of the jurisdiction in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender in respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentenceNote. The respective Borrower Borrowers will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law each Bank upon request certified copies of tax receipts evidencing such payment by the respective BorrowerBorrowers. Each Borrower agrees to The Borrowers will indemnify and hold harmless each LenderBank, and reimburse such Lender each Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender and any liability (including penalties, interest and expenses) arising from or with respect to such Taxes whether or not they were correctly or legally asserted. (b) Each Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) agrees to deliver to the U.S. Borrower and the Administrative Agent on or prior to the Effective Date, or in the case of any such Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Sub-Commitments only) that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.14 or 14.03 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (or successor forms) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Revolving Note, or (ii) if such Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a “Section 5.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Revolving Note. In addition, each such Lender agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the U.S. Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN, or Form W-8 and a Section 5.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Revolving Note, or it shall immediately notify the U.S. Borrower and the Administrative Agent of its inability to deliver any such form or certificate in which case such Lender shall not be required to deliver any such form or certificate pursuant to this Section 5.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a), but subject to Section 14.03 and the immediately succeeding sentence, (x) each Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the U.S. Borrower U.S. Internal Revenue Service forms that establish a complete exemption from such deduction or withholding and (y) the Borrowers shall not be obligated pursuant to Section 5.04(a) hereof to gross-up payments to be made to a Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the U.S. Borrower the Internal Revenue Service Forms required to be provided by it to the U.S. Borrower pursuant to this Section 5.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the immediately preceding sentence or elsewhere in this Section 5.04 (other than clause (e) below) and except as set forth in Section 14.03, each Borrower agrees to pay additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxeseach Bank. (c) Each Lender shall use reasonable efforts (consistent with legal and regulatory restrictions and subject to overall policy considerations of such Lender) to file any certificate or document or to furnish any information as reasonably requested by the U.S. Borrower pursuant to any applicable treaty, law or regulation if the making of such filing or the furnishing of such information would avoid the need for or reduce the amount of any additional amounts payable by the respective Borrower and would not, in the sole discretion of such Lender, be disadvantageous to such Lender. (d) Nothing in this Section 5.04 shall require any Lender (or any Eligible Transferee) or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary, in its sole discretion). (e) Subject to the last sentence of this Section 5.04, if any Canadian Lender (a) is not resident in Canada for the purpose of Income Tax Act (Canada), or (b) is not an authorized foreign bank which at all times holds all of its interest in any Canadian Obligations in the course of its Canadian banking business for purposes of subsection 212(13.3) of the Income Tax Act (Canada), or (c) is not otherwise exempt from being subject to deduction or withholding of income or similar Taxes imposed by Canada (or any political subdivision or taxing authority thereof or therein) (“Canadian Taxes”) on the basis established to the satisfaction of the Canadian Revolving Loan Borrowers and the Administrative Agent based on Applicable Law in effect on the Effective Date (or such later date on which it becomes a Canadian Lender) with respect to any payments to such Lender of interest, fees, commissions, or any other amount payable by any Canadian Revolving Loan Borrower under the Credit Documents: (i) the Canadian Revolving Loan Borrowers shall be entitled, to the extent that they are required to do so by Applicable Law, to deduct or withhold Canadian Taxes from interest, fees, commissions or other amounts payable under this Agreement for the account of such Canadian Lender; and (ii) the Canadian Revolving Loan Borrowers shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to such Canadian Lender in respect of Canadian Taxes. Notwithstanding anything to the contrary contained in this Section 5.04, the Canadian Revolving Loan Borrowers agree to pay any additional amounts and to indemnify the applicable Canadian Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any incremental Canadian Taxes deducted or withheld by it as described in the immediately preceding sentence following (I) any changes after the Effective Date (or after the date such Lender became a Canadian Lender, as applicable) in any applicable law, or in the interpretation thereof, relating to the deducting or withholding of such Canadian Taxes to the extent, and only to the extent, that the obligation to pay such incremental Canadian Taxes arises as a consequence of such change in applicable law or (II) any Sharing Event.

Net Payments. (a) All payments made by any the Borrower hereunder or under any Revolving Note or other Credit Document will be made without setoff, counterclaim or other defense. Except as provided in Sections 5.04(b) and (cSection 4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income or net profits of a Lender Bank pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which it is resident or the jurisdiction in which the principal office or applicable lending office or other permanent establishment of such Lender Bank is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “"Taxes”"). If any Taxes are so levied or imposed, subject to Section 5.04(b), the respective Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any Revolving Note or other Credit DocumentNote, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Revolving Note or other Credit DocumentNote. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, subject to Section 5.04(b), the respective Borrower agrees to reimburse each LenderBank, upon the written request of such LenderBank, for the net additional amount of taxes imposed on or measured by the net income or net profits of such Lender Bank pursuant to the laws of the jurisdiction in which the principal office or applicable lending office of such Lender Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office or applicable lending office of such Lender Bank is located and for any withholding of taxes as such Lender Bank shall determine are payable by, or withheld from, such Lender Bank in respect of such amounts so paid to or on behalf of such Lender Bank pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender Bank pursuant to this sentence. The respective Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the respective Borrower. Each The Borrower agrees to indemnify and hold harmless each LenderBank, and reimburse such Lender Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender and any liability (including penalties, interest and expenses) arising from or with respect to such Taxes whether or not they were correctly or legally assertedBank. (b) Each Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) Bank that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) agrees to deliver to the U.S. Borrower and the Administrative Agent on or prior to the Effective Date, or in the case of any such Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Sub-Commitments only) a Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.14 1.13 or 14.03 12.04 (unless the respective Lender Bank was already a Lender Bank hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such LenderBank, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI 4224 or Form W-8BEN 1001 (or successor forms) certifying to such Lender’s Bank's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Revolving Note, or (ii) if such Lender the Bank is not a “bank” "Bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI 1001 or Form W-8BEN 4224 pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D C (any such certificate, a “"Section 5.04(b)(ii4.04(b)(ii) Certificate”") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN W-8 (or successor form) certifying to such Lender’s Bank's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Revolving Note. In addition, each such Lender Bank agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the U.S. Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI 4224 or Form W-8BEN1001, or Form W-8 and a Section 5.04(b)(ii4.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender Bank to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Revolving Note, or it shall immediately notify the U.S. Borrower and the Administrative Agent of its inability to deliver any such form Form or certificate Certificate, in which case such Lender form or Certificate shall not be required to deliver any be so delivered by such form or certificate pursuant to this Section 5.04(b)Bank. Notwithstanding anything to the contrary contained in Section 5.04(a4.04(a), but subject to Section 14.03 12.04(b) and the immediately succeeding sentence, (x) each the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) Bank which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender Bank has not provided to the U.S. Borrower U.S. Internal Revenue Service forms Forms that establish a complete exemption from such deduction or withholding and (y) the Borrowers Borrower shall not be obligated pursuant to Section 5.04(a4.04(a) hereof to gross-up payments to be made to a Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) Bank in respect of income or similar taxes imposed by the United States if (I) such Lender Bank has not provided to the U.S. Borrower the Internal Revenue Service Forms required to be provided by it to the U.S. Borrower pursuant to this Section 5.04(b4.04(b) or (II) in the case of a payment, other than interest, to a Lender Bank described in clause (ii) above, to the extent that such forms Forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the immediately preceding sentence or elsewhere in this Section 5.04 (other than clause (e) below) 4.04 and except as set forth in Section 14.0312.04(b), each the Borrower agrees to pay additional amounts and to indemnify each Lender Bank in the manner set forth in Section 5.04(a4.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender shall use reasonable efforts (consistent with legal and regulatory restrictions and subject to overall policy considerations of such Lender) to file any certificate or document or to furnish any information as reasonably requested by the U.S. Borrower pursuant to any applicable treaty, law or regulation if the making of such filing or the furnishing of such information would avoid the need for or reduce the amount of any additional amounts payable by the respective Borrower and would not, in the sole discretion of such Lender, be disadvantageous to such Lender. (d) Nothing in this Section 5.04 shall require any Lender (or any Eligible Transferee) or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary, in its sole discretion). (e) Subject to the last sentence of this Section 5.04, if any Canadian Lender (a) is not resident in Canada for the purpose of Income Tax Act (Canada), or (b) is not an authorized foreign bank which at all times holds all of its interest in any Canadian Obligations in the course of its Canadian banking business for purposes of subsection 212(13.3) of the Income Tax Act (Canada), or (c) is not otherwise exempt from being subject to deduction or withholding of income or similar Taxes imposed by Canada (or any political subdivision or taxing authority thereof or therein) (“Canadian Taxes”) on the basis established to the satisfaction of the Canadian Revolving Loan Borrowers and the Administrative Agent based on Applicable Law in effect on the Effective Date (or such later date on which it becomes a Canadian Lender) with respect to any payments to such Lender of interest, fees, commissions, or any other amount payable by any Canadian Revolving Loan Borrower under the Credit Documents: (i) the Canadian Revolving Loan Borrowers shall be entitled, to the extent that they are required to do so by Applicable Law, to deduct or withhold Canadian Taxes from interest, fees, commissions or other amounts payable under this Agreement for the account of such Canadian Lender; and (ii) the Canadian Revolving Loan Borrowers shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to such Canadian Lender in respect of Canadian Taxes. Notwithstanding anything to the contrary contained in this Section 5.04, the Canadian Revolving Loan Borrowers agree to pay any additional amounts and to indemnify the applicable Canadian Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any incremental Canadian Taxes deducted or withheld by it as described in the immediately preceding sentence following (I) any changes after the Effective Date (or after the date such Lender became a Canadian Lender, as applicable) in any applicable law, or in the interpretation thereof, relating to the deducting or withholding of such Canadian Taxes to the extent, and only to the extent, that the obligation to pay such incremental Canadian Taxes arises as a consequence of such change in applicable law or (II) any Sharing Event.

Net Payments. (a) All payments made by any the Borrower hereunder or hereunder, under any Revolving Note or any other Credit Document Document, will be made without setoff, counterclaim or other defense. Except as provided for in Sections 5.04(b) and (cSection 4.5(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, excluding any tax imposed on or measured by the net income or net profits of a Lender pursuant to the laws of the jurisdiction in under which it such Lender is organized or the jurisdiction in which it is resident or the jurisdiction in which the principal office or applicable lending office or other permanent establishment Applicable Lending Office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto to such non-excluded taxes, levies imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, fees assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, subject to Section 5.04(b), the respective Borrower agrees to pay the full amount of such Taxes, Taxes and such additional amounts as may be necessary so that every payment by it of all amounts due hereunder, under this Agreement any Note or under any Revolving Note or other Credit Document, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Revolving Note or in such other Credit Document. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, subject Subject to Section 5.04(b2.6(d), the respective Borrower agrees to reimburse each Lender, upon the written request of such Lender, for the net additional amount of taxes imposed on or measured by the net income or profits of such Lender pursuant to the laws of the jurisdiction in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender in respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. The respective Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes (or any withholding or deduction on account thereof) is due pursuant to applicable law made, certified copies of tax receipts receipts, or other evidence satisfactory to the Lender, evidencing such payment by the respective Borrower. Each The Borrower agrees to will indemnify and hold harmless the Administrative Agent and each Lender, and reimburse the Administrative Agent or such Lender upon its written request, for the amount of any Taxes so levied against, imposed on, or imposed and paid by such the Administrative Agent or any Lender and within 30 days of any liability (including penalties, interest and expenses) arising from or with respect to such Taxes whether or not they were correctly or legally assertedwritten request therefor. (b) Each Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) that is not a incorporated under the laws of the United States person of America or any State thereof (as such term is defined in Section 7701(a)(30) of the Codeeach a “Non-U.S. Lender”) agrees to deliver provide to the U.S. Borrower and the Administrative Agent on or prior to the Effective Closing Date, or in the case of any such a Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Sub-Commitments only) that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.14 or 14.03 11.4 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfertransfer and such Lender is in compliance with the provisions of this Section 4.5(b)), on the date of such assignment or transfer to such Lender, and from time to time thereafter if required by the Borrower or the Administrative Agent: (i) two an accurate and complete original signed copies copy of Internal Revenue Service Form W-8ECI W-8BEN, W-8ECI, W-8EXP or Form W-8BEN W-8IMY (or successor formssuccessor, substitute or other appropriate form and, in the case of Form W-8IMY, any related documentation necessary to establish the claimed exemption) certifying to such Lender’s entitlement as of such date to a complete exemption from United States U.S. withholding tax with respect to payments to be made under this Agreement Agreement, any Note or any other Credit Document, and under any Revolving Note, or (ii) if such in the case of a Lender is not a “bank” within seeking to qualify for the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN pursuant to clause (i) aboveportfolio interest exemption, (x) a certificate substantially in form and substance acceptable to the form of Exhibit D Administrative Agent (any such certificate, a an “Section 5.04(b)(ii) Exemption Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (or successor form) certifying to such Lender’s entitlement as of to such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Revolving Noteexemption. In addition, each such Lender agrees that from time to time after the Effective Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the U.S. Borrower and the Administrative Agent two a new accurate and complete original signed copies copy of the applicable Internal Revenue Service Form W-8ECI Form, including any related documentation or Form W-8BEN, or Form W-8 and a Section 5.04(b)(ii) Exemption Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States U.S. withholding tax with respect to payments under this Agreement and Agreement, any Revolving Note, Note or it shall immediately notify the U.S. Borrower and the Administrative Agent of its inability to deliver any such form or certificate in which case such Lender shall not be required to deliver any such form or certificate pursuant to this Section 5.04(b)other Credit Document. Notwithstanding anything to the contrary contained in Section 5.04(a4.5(a), but subject to Section 14.03 11.4(c) and the immediately succeeding sentence, (x) each the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes Taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Non-U.S. Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the U.S. Borrower U.S. Internal Revenue Service such forms or such Exemption Certificate and related documentation that establish a complete exemption from such deduction or withholding and (y) the Borrowers Borrower shall not be obligated pursuant to Section 5.04(a4.5(a) hereof to gross-up payments to be made to a Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) in respect of income or similar taxes Taxes imposed by the United States if or any additional amounts with respect thereto (I) such Lender has not provided to the U.S. extent such Taxes result from a Lender’s failure to provide the Borrower the Internal Revenue Service Forms forms required to be provided by it to the U.S. Borrower pursuant to this Section 5.04(b4.5(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxesTaxes at the time the Lender first became a Lender under this Agreement. Notwithstanding anything to the contrary contained in the immediately preceding sentence or elsewhere in this Section 5.04 (other than clause (e) below) and except as set forth in Section 14.03, each The Borrower agrees to pay additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a4.5(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts Taxes deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Closing Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each The Borrower will indemnify and hold harmless the Administrative Agent and each Lender, and reimburse each upon its written request within 30 days thereof, for the amount of any documentary, excise, stamp, property or other similar taxes, duties, fees, assessments or other charges imposed with respect to the execution, delivery, filing or enforcement of any Credit Document. (d) If any Lender, in its sole opinion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes paid as to which indemnification has been paid by the Borrower pursuant to this Section, it shall promptly remit such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses; provided, that the Borrower agrees to promptly return any such refund (plus interest) to such Lender if such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refund. (e) If the Borrower is required to pay additional amounts to the Administrative Agent or any Lender pursuant to this Section 4.5, then the Administrative Agent or such Lender shall use reasonable efforts (consistent with legal and regulatory restrictions and subject to overall policy considerations of such Lenderrestrictions) to file change the jurisdiction of its office, branch, subsidiary or affiliate, or take other appropriate action, so as to eliminate any certificate or document or to furnish any information as reasonably requested additional payment by the U.S. Borrower pursuant to any applicable treatythat may thereafter accrue, law if such change or regulation if the making of such filing or the furnishing of such information would avoid the need for or reduce the amount of any additional amounts payable by the respective Borrower and would notother action, in the sole discretion judgment of the Administrative Agent or such Lender, be as the case may be, is not otherwise disadvantageous to the Administrative Agent or such Lender. (d) Nothing in this Section 5.04 shall require any Lender (or any Eligible Transferee) or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary, in its sole discretion). (e) Subject to the last sentence of this Section 5.04, if any Canadian Lender (a) is not resident in Canada for the purpose of Income Tax Act (Canada), or (b) is not an authorized foreign bank which at all times holds all of its interest in any Canadian Obligations in the course of its Canadian banking business for purposes of subsection 212(13.3) of the Income Tax Act (Canada), or (c) is not otherwise exempt from being subject to deduction or withholding of income or similar Taxes imposed by Canada (or any political subdivision or taxing authority thereof or therein) (“Canadian Taxes”) on the basis established to the satisfaction of the Canadian Revolving Loan Borrowers and the Administrative Agent based on Applicable Law in effect on the Effective Date (or such later date on which it becomes a Canadian Lender) with respect to any payments to such Lender of interest, fees, commissions, or any other amount payable by any Canadian Revolving Loan Borrower under the Credit Documents: (i) the Canadian Revolving Loan Borrowers shall be entitled, to the extent that they are required to do so by Applicable Law, to deduct or withhold Canadian Taxes from interest, fees, commissions or other amounts payable under this Agreement for the account of such Canadian Lender; and (ii) the Canadian Revolving Loan Borrowers shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to such Canadian Lender in respect of Canadian Taxes. Notwithstanding anything to the contrary contained in this Section 5.04, the Canadian Revolving Loan Borrowers agree to pay any additional amounts and to indemnify the applicable Canadian Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any incremental Canadian Taxes deducted or withheld by it as described in the immediately preceding sentence following (I) any changes after the Effective Date (or after the date such Lender became a Canadian Lender, as applicable) in any applicable law, or in the interpretation thereof, relating to the deducting or withholding of such Canadian Taxes to the extent, and only to the extent, that the obligation to pay such incremental Canadian Taxes arises as a consequence of such change in applicable law or (II) any Sharing Event.

Net Payments. (a) All payments made by any Borrower hereunder Credit Party under any Credit Document (including, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) or under any Revolving Note or other Credit Document will be made without setoff, counterclaim or other defense. Except as provided in Sections 5.04(b) and (cSection 4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income or profits of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which it is resident or the jurisdiction in which the principal office or applicable lending office or other permanent establishment of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “"Taxes”"). If any Taxes are so levied or imposed, subject to Section 5.04(b), the respective Borrower (and any other Credit Party making the payment) agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any Revolving Note or other Credit DocumentNote, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Revolving Note or other Credit DocumentNote. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, subject to Section 5.04(b), then the respective Borrower agrees (and any other Credit Party making the payment) shall be obligated to reimburse each Lender, upon the written request of such Lender, for the net additional amount of taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured by the net income or profits of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender in respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. The , the respective Borrower (or Credit Party) will furnish to the Administrative Agent within 45 days after the date of the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by such Borrower (or the respective Borrowerother Credit Party). Each Borrower agrees The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall agree) to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender and any liability (including penalties, interest and expenses) arising from or with respect to such Taxes whether or not they were correctly or legally assertedLender. (b) Each Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) agrees to deliver to the U.S. Borrower and the Administrative Agent on or prior to the Restatement Effective Date, or in the case of any such a Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Sub-Commitments only) that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.14 1.13 or 14.03 13.04 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or successor forms) certifying to such Lender’s 's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Revolving Note, or (ii) if such the Lender is not a “"bank” " within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a “"Section 5.04(b)(ii4.04(b)(ii) Certificate”") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) (or successor form) certifying to such Lender’s 's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Revolving Note. In addition, each such Lender agrees that from time to time after the Restatement Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the U.S. Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or W-8ECI, Form W-8BENW-8BEN (with respect to the benefits of any income tax treaty), or Form W-8 W-8BEN (with respect to the portfolio interest exemption) and a Section 5.04(b)(ii4.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Revolving Note, or it shall immediately notify the U.S. Borrower and the Administrative Agent of its inability to deliver any such form Form or certificate Certificate, in which case such Lender shall not be required to deliver any such form Form or certificate Certificate pursuant to this Section 5.04(b4.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a4.04(a), but subject to Section 14.03 13.04(b) and the immediately succeeding sentence, (x) each the U.S. Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable by the U.S. Borrower hereunder for the account of any Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the U.S. Borrower U.S. Internal Revenue Service forms Forms that establish a complete exemption from such deduction or withholding and (y) the Borrowers U.S. Borrower shall not be obligated pursuant to Section 5.04(a4.04(a) hereof to gross-up payments to be made to a Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the U.S. Borrower the Internal Revenue Service Forms required to be provided by it to the U.S. Borrower pursuant to this Section 5.04(b4.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the immediately preceding sentence or elsewhere in this Section 5.04 (other than clause (e) below) 4.04 and except as set forth in Section 14.0313.04(b), each the U.S. Borrower agrees to pay additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a4.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence (x) as a result of any changes that are effective after the Restatement Effective Date (or, if later, the date such Lender became party to this Agreement) in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender shall use reasonable efforts (consistent with legal and regulatory restrictions and subject to overall policy considerations of such Lender) to file any certificate or document or to furnish any information as reasonably requested by the U.S. Borrower pursuant to any applicable treaty, law or regulation if the making of such filing or the furnishing of such information would avoid the need for or reduce the amount of any additional amounts payable by the respective Borrower and would not, in the sole discretion of such Lender, be disadvantageous to such Lender. (d) Nothing in this Section 5.04 shall require any Lender (or any Eligible Transferee) or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary, in its sole discretion). (e) Subject to the last sentence of this Section 5.04, if any Canadian Lender (a) is not resident in Canada for the purpose of Income Tax Act (Canada), taxes or (by) is not an authorized foreign bank which at all times holds all of its interest in any Canadian Obligations in the course of its Canadian banking business for purposes of subsection 212(13.3) as a result of the Income Tax Act (Canada), or (c) is not otherwise exempt from being subject to deduction or withholding purchase of income or similar Taxes imposed a participation as required by Canada (or any political subdivision or taxing authority thereof or therein) (“Canadian Taxes”) on Section 1.14 following the basis established to the satisfaction occurrence of the Canadian Revolving Loan Borrowers and the Administrative Agent based on Applicable Law in effect on the Effective Date (or such later date on which it becomes a Canadian Lender) with respect to any payments to such Lender of interest, fees, commissions, or any other amount payable by any Canadian Revolving Loan Borrower under the Credit Documents: (i) the Canadian Revolving Loan Borrowers shall be entitled, to the extent that they are required to do so by Applicable Law, to deduct or withhold Canadian Taxes from interest, fees, commissions or other amounts payable under this Agreement for the account of such Canadian Lender; and (ii) the Canadian Revolving Loan Borrowers shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to such Canadian Lender in respect of Canadian Taxes. Notwithstanding anything to the contrary contained in this Section 5.04, the Canadian Revolving Loan Borrowers agree to pay any additional amounts and to indemnify the applicable Canadian Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any incremental Canadian Taxes deducted or withheld by it as described in the immediately preceding sentence following (I) any changes after the Effective Date (or after the date such Lender became a Canadian Lender, as applicable) in any applicable law, or in the interpretation thereof, relating to the deducting or withholding of such Canadian Taxes to the extent, and only to the extent, that the obligation to pay such incremental Canadian Taxes arises as a consequence of such change in applicable law or (II) any Sharing Event.

Net Payments. (a) All payments made by any the Borrower hereunder or under any Revolving Note or other Credit Document will be made without setoff, counterclaim or other defense. Except as provided in Sections 5.04(b) and (cSection 4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income or net profits of a Lender Bank pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which it is resident managed and controlled or the jurisdiction in which the principal office or applicable lending office or other permanent establishment of such Lender Bank is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “"Taxes”"). If any Taxes are so levied or imposed, subject to Section 5.04(b), the respective Borrower agrees to pay the full amount of such Taxes, and such additional amounts amounts, if any, as may be necessary so that every payment of all amounts due under this Agreement or under any Revolving Note or other Credit DocumentNote, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Revolving Note or other Credit DocumentNote. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, subject to Section 5.04(b), the respective Borrower agrees to reimburse each LenderBank, upon the written request of such LenderBank, for the net additional amount of taxes imposed on or measured by the net income or net profits of such Lender Bank pursuant to the laws of the jurisdiction in which such Bank is organized or in which the principal office or applicable lending office of such Lender Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Bank is organized or in which the principal office or applicable lending office of such Lender Bank is located and for any withholding of income or similar taxes as such Lender Bank shall determine are payable by, or withheld from, such Lender Bank in respect of such amounts so paid to or on behalf of such Lender Bank pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender Bank pursuant to this sentence. The respective Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts receipts, or other evidence satisfactory to such Bank, in its sole discretion, evidencing such payment by the respective Borrower. Each The Borrower agrees to indemnify and hold harmless each LenderBank, and reimburse such Lender Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender and any liability Bank. All amounts payable pursuant to this Section 4.04(a) shall be subject to the provisions of Section 12.17 (including penalties, interest and expenses) arising from or with respect to such Taxes whether or not they were correctly or legally assertedthe extent applicable). (b) Each Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) Bank that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the U.S. Borrower and the Administrative Agent on or prior to the Restatement Effective Date, or in the case of any such Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Sub-Commitments only) a Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.14 1.13 or 14.03 12.04 (unless the respective Lender Bank was already a Lender Bank hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such LenderBank, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI 4224 or Form W-8BEN 1001 (or successor forms) certifying to such Lender’s Bank's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Revolving Note, or (ii) if such Lender the Bank is not a “"bank” " within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI 1001 or Form W-8BEN 4224 pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a “"Section 5.04(b)(ii4.04(b)(ii) Certificate”") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN W-8 (or successor form) certifying to such Lender’s Bank's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Revolving Note. In addition, each such Lender Bank agrees that from time to time after the Restatement Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the U.S. Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI 4224 or Form W-8BEN1001, or Form W-8 and a Section 5.04(b)(ii4.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender Bank to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Revolving Note, or it shall immediately notify the U.S. Borrower and the Administrative Agent of its inability to deliver any such form Form or certificate Certificate, in which case such Lender Bank shall not be required to deliver any such form Form or certificate Certificate pursuant to this Section 5.04(b4.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a4.04(a), but subject to Section 14.03 12.04(b) and the immediately succeeding sentence, (x) each the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) Bank which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender Bank has not provided to the U.S. Borrower U.S. Internal Revenue Service forms Forms that establish a complete exemption from such deduction or withholding and (y) the Borrowers Borrower shall not be obligated pursuant to Section 5.04(a4.04(a) hereof to gross-up payments to be made to a Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) Bank in respect of income or similar taxes imposed by the United States or any additional amounts with respect thereto if (I) such Lender Bank is not a U.S. Person (defined as provided above) and has not provided to the U.S. Borrower the Internal Revenue Service Forms required to be provided by it to the U.S. Borrower pursuant to this Section 5.04(b4.04(b) or (II) in the case of a payment, other than interest, to a Lender Bank described in clause (ii) above, to the extent that such forms Forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the immediately preceding sentence or elsewhere in this Section 5.04 (other than clause (e) below) 4.04 and except as set forth in Section 14.0312.04(b), each the Borrower agrees to pay additional amounts and to indemnify each Lender Bank in the manner set forth in Section 5.04(a4.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts Taxes deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Restatement Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar such Taxes. (c) Each Lender shall use reasonable efforts (consistent with legal and regulatory restrictions and subject to overall policy considerations of such Lender) to file If any certificate or document or to furnish any information as reasonably requested by the U.S. Borrower pursuant to any applicable treaty, law or regulation if the making of such filing or the furnishing of such information would avoid the need for or reduce the amount of any additional amounts payable by the respective Borrower and would not, in the sole discretion of such Lender, be disadvantageous to such Lender. (d) Nothing in this Section 5.04 shall require any Lender (or any Eligible Transferee) or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietaryBank, in its sole discretion). (e) Subject to the last sentence of this Section 5.04opinion, if any Canadian Lender (a) is not resident in Canada for the purpose of Income Tax Act (Canada), determines that it has finally and irrevocably received or (b) is not an authorized foreign bank which at all times holds all of its interest in any Canadian Obligations in the course of its Canadian banking business for purposes of subsection 212(13.3) of the Income Tax Act (Canada), or (c) is not otherwise exempt from being subject to deduction or withholding of income or similar Taxes imposed by Canada (or any political subdivision or taxing authority thereof or therein) (“Canadian Taxes”) on the basis established to the satisfaction of the Canadian Revolving Loan Borrowers and the Administrative Agent based on Applicable Law in effect on the Effective Date (or such later date on which it becomes been granted a Canadian Lender) with respect to any payments to such Lender of interest, fees, commissions, or any other amount payable by any Canadian Revolving Loan Borrower under the Credit Documents: (i) the Canadian Revolving Loan Borrowers shall be entitled, to the extent that they are required to do so by Applicable Law, to deduct or withhold Canadian Taxes from interest, fees, commissions or other amounts payable under this Agreement for the account of such Canadian Lender; and (ii) the Canadian Revolving Loan Borrowers shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to such Canadian Lender in respect of Canadian Taxes. Notwithstanding anything to the contrary contained in this Section 5.04, the Canadian Revolving Loan Borrowers agree to pay any additional amounts and to indemnify the applicable Canadian Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) refund in respect of any incremental Canadian Taxes deducted or withheld paid as to which indemnification has been paid by the Borrower pursuant to this Section, it as described shall promptly remit such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses, to the Borrower; provided that the Borrower agrees to promptly return any such refund (plus interest) to such Bank upon receipt of written notification from such Bank in the immediately preceding sentence following (I) event such Bank is required to repay such refund to the relevant taxing authority. Nothing contained herein shall interfere with the right of a Bank to arrange its tax affairs in whatever manner it thinks fit or oblige any changes after the Effective Date (Bank to apply for any refund or after the date such Lender became a Canadian Lender, as applicable) in to disclose to any applicable law, or in the interpretation thereof, party any information relating to the deducting or withholding of such Canadian Taxes to the extentits tax affairs on any computations in respect thereof (including, and only to the extentwithout limitation, that the obligation to pay such incremental Canadian Taxes arises as a consequence of such change in applicable law or (II) any Sharing Eventits tax returns).

Net Payments. (a) All payments made by any Borrower hereunder or the Borrowers hereunder, under any Revolving Note or any other Credit Document Document, will be made without setoff, counterclaim or other defense. Except as provided for in Sections 5.04(b) and (cSection 5.5(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax tax, imposed on or measured by the net income or net profits of a Lender pursuant to the laws of the jurisdiction in under which it such Lender is organized or the jurisdiction in which it is resident or the jurisdiction in which the principal office or applicable lending office or other permanent establishment Applicable Lending Office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto to such non-excluded taxes, levies imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, fees assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, subject to Section 5.04(b), the respective Borrower agrees Borrowers agree to pay the full amount of such Taxes, Taxes and such additional amounts as may be necessary so that every payment by it of all amounts due hereunder, under this Agreement any Note or under any Revolving Note or other Credit Document, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Revolving Note or in such other Credit Document. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, subject to Section 5.04(b), the respective Borrower agrees Borrowers agree to reimburse each Lender, upon the written request of such Lender, for the net additional amount of taxes Taxes imposed on or measured by the net income or profits of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office Applicable Lending Office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office or applicable lending office Applicable Lending Office of such Lender is located and for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender in respect of such the amounts so of Taxes paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of sentence, which written request shall be accompanied by a statement from such Lender pursuant setting forth, in reasonable detail, the computations used in determining such amounts. Subject to this sentence. The respective Borrower Section 2.6(d), the Borrowers will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes Taxes, or any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts receipts, or other evidence satisfactory to the Lender, evidencing such payment by the respective BorrowerBorrowers. Each Borrower agrees to The Borrowers will indemnify and hold harmless the Administrative Agent and each Lender, and reimburse the Administrative Agent or such Lender upon its written request, for the amount of any Taxes so levied against, imposed on, or imposed and paid by such the Administrative Agent or any Lender and within 30 days of any liability (including penaltieswritten request therefor, interest and expenses) arising from or with respect without regard to whether such Taxes whether or not they were correctly or legally assertedasserted by the relevant Governmental Authority. (b) Each Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) that is not a United States person Person (as such term is defined in Section 7701(a)(30) of the Code) for Federal income tax purposes (a “Non-U.S. Lender”) agrees to deliver provide to the U.S. Borrower Borrowers and the Administrative Agent on or prior to the Effective Closing Date, or in the case of any such a Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Sub-Commitments only) that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.14 or 14.03 12.4 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfertransfer and such Lender is in compliance with the provisions of this Section 5.5(b)), on the date of such assignment or transfer to such Lender, and from time to time thereafter if required by the Borrowers or the Administrative Agent: (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI W-8BEN, W-8ECI, W-8EXP or Form W-8BEN W-8IMY (or successor formssuccessor, substitute or other appropriate forms and, in the case of Form W-8IMY, any related documentation necessary to establish the claimed exemption or reduction) certifying to such Lender’s entitlement as of such date to a complete exemption from United States from, or a reduced rate of withholding from, U.S. withholding tax with respect to payments to be made under this Agreement 42 Agreement, any Note or any other Credit Document, and under any Revolving Note, or (ii) if such in the case of a Lender is not a “bank” within seeking to qualify for the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN pursuant to clause (i) aboveportfolio interest exemption, (x) a certificate substantially in form and substance acceptable to the form of Exhibit D Administrative Agent (any such certificate, a an “Section 5.04(b)(ii) Exemption Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (or successor form) certifying to such Lender’s entitlement as of to such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Revolving Noteexemption. In addition, each such Lender agrees that from time to time after the Effective Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the U.S. Borrower Borrowers and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service Form W-8ECI Form, including any related documentation or Form W-8BEN, or Form W-8 and a Section 5.04(b)(ii) Exemption Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States U.S. withholding tax with respect to payments under this Agreement and Agreement, any Revolving NoteNote or any other Credit Document, or it shall immediately notify the U.S. Borrower Borrowers and the Administrative Agent of its inability to deliver any such form or certificate documentation, in which case such Lender shall not be required to deliver any such form or certificate pursuant to this Section 5.04(b)it. Notwithstanding anything to the contrary contained in Section 5.04(a5.5(a), but subject to Section 14.03 10.4(c) and the immediately succeeding sentence, (x) each Borrower the Borrowers shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes Taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Non-U.S. Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the U.S. Borrower U.S. Internal Revenue Service forms Borrowers such Forms or such Exemption Certificate and related documentation that establish a complete exemption from or reduction in the rate of such deduction or withholding and (y) the Borrowers shall not be obligated pursuant to Section 5.04(a5.5(a) hereof to gross-up payments to be made to a Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) in respect of income or similar taxes Taxes imposed by the United States if or any additional amounts with respect thereto (I) such Lender has not provided to the U.S. Borrower extent such Taxes result from a Lender’s failure to provide the Borrowers the Internal Revenue Service Forms forms required to be provided by it to the U.S. Borrower Borrowers pursuant to this Section 5.04(b5.5(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxesTaxes at the time the Lender first became a Lender under this Agreement. Notwithstanding anything to the contrary contained in the immediately preceding sentence or elsewhere in this Section 5.04 (other than clause (e) below) and except as set forth in Section 14.03, each Borrower agrees The Borrowers agree to pay additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a5.5(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts Taxes deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Closing Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender shall use reasonable efforts (consistent with legal The Borrowers will indemnify and regulatory restrictions hold harmless the Administrative Agent and subject to overall policy considerations of such each Lender) to file any certificate or document or to furnish any information as reasonably requested by the U.S. Borrower pursuant to any applicable treaty, law or regulation if the making of such filing or the furnishing of such information would avoid the need and reimburse each upon its written request within 30 days thereof, for or reduce the amount of any additional documentary, excise, stamp, property or other similar taxes, duties, fees, assessments or other charges imposed with respect to the execution, delivery, filing or enforcement of any Credit Document, without regard to whether such amounts payable were correctly or legally asserted by the respective Borrower and would not, in the sole discretion of such Lender, be disadvantageous to such Lenderrelevant Governmental Authority. (d) Nothing in this Section 5.04 shall require If any Lender (or any Eligible Transferee) or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietaryLender, in its sole discretion). (e) Subject to the last sentence of this Section 5.04opinion, if any Canadian Lender (a) is not resident in Canada for the purpose of Income Tax Act (Canada), determines that it has finally and irrevocably received or (b) is not an authorized foreign bank which at all times holds all of its interest in any Canadian Obligations in the course of its Canadian banking business for purposes of subsection 212(13.3) of the Income Tax Act (Canada), or (c) is not otherwise exempt from being subject to deduction or withholding of income or similar Taxes imposed by Canada (or any political subdivision or taxing authority thereof or therein) (“Canadian Taxes”) on the basis established to the satisfaction of the Canadian Revolving Loan Borrowers and the Administrative Agent based on Applicable Law in effect on the Effective Date (or such later date on which it becomes been granted a Canadian Lender) with respect to any payments to such Lender of interest, fees, commissions, or any other amount payable by any Canadian Revolving Loan Borrower under the Credit Documents: (i) the Canadian Revolving Loan Borrowers shall be entitled, to the extent that they are required to do so by Applicable Law, to deduct or withhold Canadian Taxes from interest, fees, commissions or other amounts payable under this Agreement for the account of such Canadian Lender; and (ii) the Canadian Revolving Loan Borrowers shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to such Canadian Lender in respect of Canadian Taxes. Notwithstanding anything to the contrary contained in this Section 5.04, the Canadian Revolving Loan Borrowers agree to pay any additional amounts and to indemnify the applicable Canadian Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) refund in respect of any incremental Canadian Taxes deducted or withheld paid as to which indemnification has been paid by the Borrowers pursuant to this Section, it as described shall promptly remit such refund (including any interest received in the immediately preceding sentence following (I) any changes after the Effective Date (or after the date such Lender became a Canadian Lenderrespect thereof), as applicable) in any applicable law, or in the interpretation thereof, relating to the deducting or withholding net of such Canadian Taxes to the extent, all out-of-pocket costs and only to the extentexpenses; provided, that the obligation Borrowers agree to pay promptly return any such incremental Canadian Taxes arises as refund (plus interest) to such Lender if such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrowers with a consequence copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such change in applicable law or (II) refund. Nothing contained herein shall impose an obligation on any Sharing EventLender to apply for any such refund.

Net Payments. (a) All payments made by any each Borrower hereunder or under any Revolving Note or other Credit Document will be made without setoff, counterclaim or other defense. Except as provided in Sections 5.04(b) and (cSection 3.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (or by any political subdivision or taxing authority thereof or therein therein) with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax levy, impost, duty, fee, assessment or other governmental charge imposed on or measured by the net income or net profits of a Lender (including, without limitation, any franchise tax imposed on or measured by net income or net profits and any branch profits taxes) pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which it is resident or the jurisdiction in which the principal office or applicable lending office or other permanent establishment of such Lender is located (or any subdivision or taxing authority thereof or therein)) and all interest, penalties or similar liabilities with respect thereto to such non-excluded taxes, levies, imposts, duties, fees, assessments or other governmental charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other governmental charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, subject to Section 5.04(b), the respective relevant Borrower agrees to shall pay the full amount of such Taxes, Taxes to the relevant taxing authority in accordance with applicable law and shall pay to the relevant Lender such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any Revolving Note or other Credit DocumentNote, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Revolving Note or other Credit DocumentNote. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, subject to Section 5.04(b), the respective relevant Borrower agrees to reimburse each LenderLender lending to such Borrower, upon the written request of such Lender, for the net additional amount of taxes imposed on or measured by the net income or net profits of such Lender (including, without limitation, any franchise tax imposed on or measured by net income or net profits and any branch profits taxes imposed by the United States of America or similar taxes imposed by any political subdivision or taxing authority thereof) pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located (or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office therein or applicable lending office of such Lender is located thereof) and for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender in respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. The respective Each Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts receipts, if any, issued by such taxing authority or other evidence reasonably acceptable to the Administrative Agent evidencing such payment by such Borrower (or, if such Borrower has not received such certified copies of tax receipts within such time period, then such Borrower shall furnish such certified copies of tax receipts to the respective BorrowerAdministrative Agent within 15 days after such Borrower has received such certified copies of tax receipts). Each Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender. Such indemnification shall be made within 30 days after the date upon which such Lender makes written demand therefor, which demand shall identify the nature and the amount of Taxes for which indemnification is sought and shall include a copy of any liability (including penalties, interest and expenses) arising from or with respect to such Taxes whether or not they were correctly or legally assertedwritten assessment thereof. (b) Each In the case of any Borrower that is a United States person (as such term is defined in Section 7701(a)(30) of the Code), each Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for Federal income tax purposes agrees to deliver to the U.S. Borrower Borrowers and the Administrative Agent on or prior to the Second Restatement Effective Date, or in the case of any such a Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Sub-Commitments only) that assumes an interest or is an assignee or transferee of an interest under this Agreement pursuant to Section 2.14 1.14, 1.16 or 14.03 11.04 (unless the respective Lender was already a Lender hereunder immediately prior to such assumption, assignment or transfer), on the date of such assumption, assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or successor forms) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made by the Borrowers under this Agreement and under any Revolving Note, Note or (ii) if such the Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D C (any such certificate, a “Section 5.04(b)(ii) 3.04 Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made by the Borrowers under this Agreement and under any Revolving Note. In addition, each such Lender agrees that that, from time to time after the Second Restatement Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the U.S. Borrower Borrowers and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI W-8ECI, Form W-8BEN (with respect to the benefits of an income tax treaty) or Form W-8BEN, or Form W-8 W-8BEN (with respect to the portfolio interest exemption) and a Section 5.04(b)(ii) 3.04 Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments made by the Borrowers under this Agreement and any Revolving Note, or or, if legally unable to deliver such forms, it shall immediately notify the U.S. Borrower Borrowers and the Administrative Agent of its inability to deliver any such form Form or certificate Certificate in which case such Lender shall not be required to deliver any such form Form or certificate Certificate pursuant to this Section 5.04(b3.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a3.04(a), but subject to Section 14.03 11.04(b) and the immediately succeeding sentence, (x) each Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof hereof or therein) from interest, fees or other amounts payable hereunder by such Borrower for the account of any Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the U.S. Borrower U.S. Borrowers Internal Revenue Service forms Forms that establish a complete exemption from such deduction or withholding and (y) the Borrowers shall not be obligated pursuant to Section 5.04(a3.04(a) hereof to gross-up payments to be made to a any such Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the U.S. Borrower Borrowers the Internal Revenue Service Forms required to be provided by it to the U.S. Borrower Borrowers pursuant to this Section 5.04(b3.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) of the first sentence of this Section 3.04(b) above, to the extent that such forms Forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the immediately preceding sentence or elsewhere in this Section 5.04 (other than clause (e) below) 3.04 and except as set forth in Section 14.0311.04(b), each Borrower agrees the Borrowers agree to pay additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a3.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts Taxes deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Original Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar such Taxes. (c) Each If a Borrower pays any additional amount under this Section 3.04 to a Lender and such Lender determines in its sole discretion that it has actually received or realized in connection therewith any refund or any reduction of, or credit against, its Tax liabilities in or with respect to the taxable year in which the additional amount is paid, such Lender shall pay to the Borrower an amount that such Lender shall, in its sole discretion, determine is equal to the net benefit, after tax, which was obtained by the Lender in such year as a consequence of such refund, reduction or credit. Such amount shall be paid as soon as practicable after receipt or realization by such Lender of such refund, reduction or credit. Nothing in this Section 3.04(c) shall require any Lender to disclose or detail the basis of its calculation of the amount of any refund or reduction of, or credit against, its tax liabilities or any other information to any Borrower or any other Person. (d) In the case of any Borrower that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code), each Lender shall use reasonable efforts (consistent with legal and regulatory restrictions and subject to overall policy considerations of such Lender) to file any certificate or document or to furnish any information as reasonably requested by the U.S. a Borrower pursuant to any applicable treaty, law or regulation regulation, if the making of such filing or the furnishing of such information would avoid the need for or reduce the amount of any additional amounts payable by the respective a Borrower under Section 3.04(a) and would not, in the sole discretion reasonable judgment of such Lender, be disadvantageous to such Lender. (d) Nothing Lender provided, however, that nothing in this Section 5.04 3.04(d) shall require a Lender to disclose any Lender confidential information (or any Eligible Transferee) or the Administrative Agent to make available any of including, without limitation, its tax returns (or any other information that it deems to be confidential or proprietary, in its sole discretioncalculations). (e) Subject to the last sentence of this Section 5.04, if any Canadian Lender (a) is not resident in Canada for the purpose of Income Tax Act (Canada), or (b) is not an authorized foreign bank which at all times holds all of its interest in any Canadian Obligations in the course of its Canadian banking business for purposes of subsection 212(13.3) of the Income Tax Act (Canada), or (c) is not otherwise exempt from being subject to deduction or withholding of income or similar Taxes imposed by Canada (or any political subdivision or taxing authority thereof or therein) (“Canadian Taxes”) on the basis established to the satisfaction of the Canadian Revolving Loan Borrowers and the Administrative Agent based on Applicable Law in effect on the Effective Date (or such later date on which it becomes a Canadian Lender) with respect to any payments to such Lender of interest, fees, commissions, or any other amount payable by any Canadian Revolving Loan Borrower under the Credit Documents: (i) the Canadian Revolving Loan Borrowers shall be entitled, to the extent that they are required to do so by Applicable Law, to deduct or withhold Canadian Taxes from interest, fees, commissions or other amounts payable under this Agreement for the account of such Canadian Lender; and (ii) the Canadian Revolving Loan Borrowers shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to such Canadian Lender in respect of Canadian Taxes. Notwithstanding anything to the contrary contained in this Section 5.04, the Canadian Revolving Loan Borrowers agree to pay any additional amounts and to indemnify the applicable Canadian Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any incremental Canadian Taxes deducted or withheld by it as described in the immediately preceding sentence following (I) any changes after the Effective Date (or after the date such Lender became a Canadian Lender, as applicable) in any applicable law, or in the interpretation thereof, relating to the deducting or withholding of such Canadian Taxes to the extent, and only to the extent, that the obligation to pay such incremental Canadian Taxes arises as a consequence of such change in applicable law or (II) any Sharing Event.

Net Payments. (a) All payments made by any the Borrower hereunder or under any Revolving Note or other Credit Document will be made without setoffsetoff or counterclaim. The Borrower will pay, counterclaim or other defense. Except as provided in Sections 5.04(b) and (c)prior to the date on which penalties attach thereto, all such payments will be made free present and clear offuture income, stamp and without deduction or withholding for, any present or future other taxes, levies, impostsor costs and charges whatsoever imposed, dutiesassessed, feeslevied or collected on or in respect of a Loan and/or the recording, assessments registration, notarization or other formalization thereof and/or any payments of principal, interest or other amounts made on or in respect of a Loan (all such taxes, levies, costs and charges being herein collectively called "Taxes"; provided that Taxes shall not include taxes imposed on or measured by the overall net income of whatever nature now that Bank (or hereafter any alternative tax imposed generally by any relevant jurisdiction in lieu of a tax on net income) by the United States of America or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excludingtherein, except as provided in taxes imposed under Section 884 of the second succeeding sentence, any tax imposed Code or taxes on or measured by the overall net income (or profits any alternative tax imposed generally by any relevant jurisdiction in lieu of a Lender pursuant to the laws tax on net income) of the jurisdiction that Bank or any foreign office, branch or subsidiary of that Bank by any foreign country or subdivision thereof in which it that Bank or that office, branch or subsidiary is organized or the jurisdiction in which it is resident or the jurisdiction in which the principal office or applicable lending office or other permanent establishment of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”doing business). If any Taxes are so levied or imposed, subject to Section 5.04(b), the respective The Borrower agrees to shall also pay the full amount of such Taxes, and such additional amounts as may be necessary so equal to increases in taxes payable by that every payment of all amounts due under this Agreement or under any Revolving Note or other Credit Document, after withholding or deduction for or on account of any Taxes, will not be less than Bank described in the amount provided for herein or in such Revolving Note or other Credit Document. If any amounts foregoing proviso which increases are payable in respect of Taxes pursuant attributable to the preceding sentence, subject to Section 5.04(b), the respective Borrower agrees to reimburse each Lender, upon the written request of such Lender, for the net additional amount of taxes imposed on or measured payments made by the net income or profits Borrower described in the immediately preceding sentence of such Lender pursuant to this Section. Promptly after the laws of the jurisdiction in date on which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority payment of any such jurisdiction in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender in respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. The respective Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes Tax is due pursuant to applicable law certified copies law, the Borrower will, at the request of tax receipts evidencing such payment by that Bank, furnish to that Bank evidence, in form and substance satisfactory to that Bank, that the respective BorrowerBorrower has met its obligation under this Section 4.04. Each The Borrower agrees to will indemnify and hold harmless each LenderBank against, and reimburse such Lender upon each Bank on demand for, any Taxes, as determined by that Bank in its written request, good faith and reasonable discretion. Such Bank shall provide the Borrower with appropriate receipts for any payments or reimbursements made by the amount of any Taxes so levied or imposed and paid by such Lender and any liability (including penalties, interest and expenses) arising from or with respect Borrower pursuant to such Taxes whether or not they were correctly or legally assertedthis Section 4.04. (b) Each Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) that Bank which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for Federal income tax purposes agrees to deliver provide to the U.S. Borrower and the Administrative Agent on or prior to the Effective Date, or in the case of any such Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Sub-Commitments only) a Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.14 1.14 or 14.03 Section 12.04 (unless the respective Lender Bank was already a Lender Bank hereunder immediately prior to such assignment or transfertransfer and such Bank is in compliance with the provisions of this Section 4.04(b)), on the date of such assignment or transfer to such LenderBank, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI 4224 or Form W-8BEN 1001 (or successor forms) certifying to such Lender’s Bank's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under or any Revolving Note. Each Bank that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for Federal income tax purposes, or (ii) if such Lender but that is not a “bank” within the meaning of corporation (as such term is defined in Section 881(c)(3)(A7701(a)(3) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI Code) for such purposes, agrees to provide to the Borrower on or Form W-8BEN prior to the Effective Date, or in the case of a Bank that is an assignee or transferee of an interest under this Agreement pursuant to clause Section 1.14 or Section 12.04 (i) aboveunless the respective Bank was already a Bank hereunder immediately prior to such assignment or transfer and such Bank is in compliance with the provisions of this Section 4.04(b)), (x) a certificate substantially in on the form date of Exhibit D (any such certificateassignment to such Bank, a “Section 5.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN W-9 (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Revolving Note). In addition, each such Lender Bank agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the U.S. Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI 4224 or Form W-8BEN, or Form W-8 and a Section 5.04(b)(ii) Certificate1001, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender Bank to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and or any Revolving Note, or it shall immediately notify the U.S. Borrower and the Administrative Agent of its inability to deliver any such form or certificate in which case such Lender shall not be required to deliver any such form or certificate pursuant to this Section 5.04(b)form. Notwithstanding anything to the contrary contained in Section 5.04(a4.04(a), but subject to Section 14.03 and the immediately succeeding sentence, (x) each the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or other similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) Bank which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal United States federal income tax purposes to the extent that such Lender and which has not provided to the U.S. Borrower U.S. Internal Revenue Service such forms that establish a complete exemption from such deduction or withholding and (y) the Borrowers Borrower shall not be obligated pursuant to Section 5.04(a4.04(a) hereof to gross-up payments to be made to pay a Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) Bank in respect of income or similar taxes imposed by the United States or any additional amounts with respect thereto if (I) such Lender Bank has not provided to the U.S. Borrower the Internal Revenue Service Forms forms required to be provided by it to the U.S. Borrower pursuant to this Section 5.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the immediately preceding sentence or elsewhere in this Section 5.04 (other than clause (e) below) and except as set forth in Section 14.03, each Borrower agrees to pay additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender shall use reasonable efforts (consistent with legal and regulatory restrictions and subject to overall policy considerations of such Lender) to file any certificate or document or to furnish any information as reasonably requested by the U.S. Borrower pursuant to any applicable treaty, law or regulation if the making of such filing or the furnishing of such information would avoid the need for or reduce the amount of any additional amounts payable by the respective Borrower and would not, in the sole discretion of such Lender, be disadvantageous to such Lender. (d) Nothing in this Section 5.04 shall require any Lender (or any Eligible Transferee) or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary, in its sole discretion4.04(b). (e) Subject to the last sentence of this Section 5.04, if any Canadian Lender (a) is not resident in Canada for the purpose of Income Tax Act (Canada), or (b) is not an authorized foreign bank which at all times holds all of its interest in any Canadian Obligations in the course of its Canadian banking business for purposes of subsection 212(13.3) of the Income Tax Act (Canada), or (c) is not otherwise exempt from being subject to deduction or withholding of income or similar Taxes imposed by Canada (or any political subdivision or taxing authority thereof or therein) (“Canadian Taxes”) on the basis established to the satisfaction of the Canadian Revolving Loan Borrowers and the Administrative Agent based on Applicable Law in effect on the Effective Date (or such later date on which it becomes a Canadian Lender) with respect to any payments to such Lender of interest, fees, commissions, or any other amount payable by any Canadian Revolving Loan Borrower under the Credit Documents: (i) the Canadian Revolving Loan Borrowers shall be entitled, to the extent that they are required to do so by Applicable Law, to deduct or withhold Canadian Taxes from interest, fees, commissions or other amounts payable under this Agreement for the account of such Canadian Lender; and (ii) the Canadian Revolving Loan Borrowers shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to such Canadian Lender in respect of Canadian Taxes. Notwithstanding anything to the contrary contained in this Section 5.04, the Canadian Revolving Loan Borrowers agree to pay any additional amounts and to indemnify the applicable Canadian Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any incremental Canadian Taxes deducted or withheld by it as described in the immediately preceding sentence following (I) any changes after the Effective Date (or after the date such Lender became a Canadian Lender, as applicable) in any applicable law, or in the interpretation thereof, relating to the deducting or withholding of such Canadian Taxes to the extent, and only to the extent, that the obligation to pay such incremental Canadian Taxes arises as a consequence of such change in applicable law or (II) any Sharing Event.

Net Payments. (a) All payments made by any the Borrower hereunder or under any Revolving Note or other Credit Document will be made without setoffsetoff or counterclaim. The Borrower will pay, counterclaim or other defense. Except as provided in Sections 5.04(b) and (c)prior to the date on which penalties attach thereto, all such payments will be made free present and clear offuture income, stamp and without deduction or withholding for, any present or future other taxes, levies, impostsor costs and charges whatsoever imposed, dutiesassessed, feeslevied or collected on or in respect of a Loan and/or the recording, assessments registration, notarization or other formalization thereof and/or any payments of principal, interest or other amounts made on or in respect of a Loan (all such taxes, levies, costs and charges being herein collectively called "Taxes"; provided that Taxes shall not include taxes imposed on or measured by the overall net income of whatever nature now that Bank (or hereafter any alternative tax imposed generally by any relevant jurisdiction in lieu of a tax on net income) by the United States of America or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excludingtherein, except as provided in taxes imposed under Section 884 of the second succeeding sentence, any tax imposed Code or taxes on or measured by the overall net income (or profits any alternative tax imposed generally by any relevant jurisdiction in lieu of a Lender pursuant to the laws tax on net income) of the jurisdiction that Bank or any foreign office, branch or subsidiary of that Bank by any foreign country or subdivision thereof in which it that Bank or that office, branch or subsidiary is organized or the jurisdiction in which it is resident or the jurisdiction in which the principal office or applicable lending office or other permanent establishment of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”doing business). If any Taxes are so levied or imposed, subject to Section 5.04(b), the respective The Borrower agrees to shall also pay the full amount of such Taxes, and such additional amounts as may be necessary so equal to increases in taxes payable by that every payment of all amounts due under this Agreement or under any Revolving Note or other Credit Document, after withholding or deduction for or on account of any Taxes, will not be less than Bank described in the amount provided for herein or in such Revolving Note or other Credit Document. If any amounts foregoing proviso which increases are payable in respect of Taxes pursuant attributable to the preceding sentence, subject to Section 5.04(b), the respective Borrower agrees to reimburse each Lender, upon the written request of such Lender, for the net additional amount of taxes imposed on or measured payments made by the net income or profits Borrower described in the immediately preceding sentence of such Lender pursuant to this Section. Promptly after the laws of the jurisdiction in date on which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority payment of any such jurisdiction in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender in respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. The respective Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes Tax is due pursuant to applicable law certified copies law, the Borrower will, at the request of tax receipts evidencing such payment by that Bank, furnish to that Bank evidence, in form and substance satisfactory to that Bank, that the respective BorrowerBorrower has met its obligation under this Section 3.04. Each The Borrower agrees to will indemnify and hold harmless each LenderBank against, and reimburse such Lender upon each Bank on demand for, any Taxes, as determined by that Bank in its written request, good faith and reasonable discretion. Such Bank shall provide the Borrower with appropriate receipts for any payments or reimbursements made by the amount of any Taxes so levied or imposed and paid by such Lender and any liability (including penalties, interest and expenses) arising from or with respect Borrower pursuant to such Taxes whether or not they were correctly or legally assertedthis Section 3.04. (b) Each Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) that Bank which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for Federal income tax purposes agrees to deliver provide to the U.S. Borrower and the Administrative Agent on or prior to the Effective Date, or in the case of any such Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Sub-Commitments only) a Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.14 1.14 or 14.03 Section 12.04 (unless the respective Lender Bank was already a Lender Bank hereunder immediately prior to such assignment or transfertransfer and such Bank is in compliance with the provisions of this Section 3.04(b)), on the date of such assignment or transfer to such LenderBank, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI 4224 or Form W-8BEN 1001 (or successor forms) certifying to such Lender’s Bank's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under or any Revolving Note. Each Bank that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for Federal income tax purposes, or (ii) if such Lender but that is not a “bank” within the meaning of corporation (as such term is defined in Section 881(c)(3)(A7701(a)(3) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI Code) for such purposes, agrees to provide to the Borrower on or Form W-8BEN prior to the Effective Date, or in the case of a Bank that is an assignee or transferee of an interest under this Agreement pursuant to clause Section 1.14 or Section 12.04 (i) aboveunless the respective Bank was already a Bank hereunder immediately prior to such assignment or transfer and such Bank is in compliance with the provisions of this Section 3.04(b)), (x) a certificate substantially in on the form date of Exhibit D (any such certificateassignment to such Bank, a “Section 5.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN W-9 (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Revolving Note). In addition, each such Lender Bank agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the U.S. Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI 4224 or Form W-8BEN, or Form W-8 and a Section 5.04(b)(ii) Certificate1001, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender Bank to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and or any Revolving Note, or it shall immediately notify the U.S. Borrower and the Administrative Agent of its inability to deliver any such form or certificate in which case such Lender shall not be required to deliver any such form or certificate pursuant to this Section 5.04(b)form. Notwithstanding anything to the contrary contained in Section 5.04(a3.04(a), but subject to Section 14.03 and the immediately succeeding sentence, (x) each the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or other similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) Bank which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal United States federal income tax purposes to the extent that such Lender and which has not provided to the U.S. Borrower U.S. Internal Revenue Service such forms that establish a complete exemption from such deduction or withholding and (y) the Borrowers Borrower shall not be obligated pursuant to Section 5.04(a3.04(a) hereof to gross-up payments to be made to pay a Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) Bank in respect of income or similar taxes imposed by the United States or any additional amounts with respect thereto if (I) such Lender Bank has not provided to the U.S. Borrower the Internal Revenue Service Forms forms required to be provided by it to the U.S. Borrower pursuant to this Section 5.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the immediately preceding sentence or elsewhere in this Section 5.04 (other than clause (e) below) and except as set forth in Section 14.03, each Borrower agrees to pay additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender shall use reasonable efforts (consistent with legal and regulatory restrictions and subject to overall policy considerations of such Lender) to file any certificate or document or to furnish any information as reasonably requested by the U.S. Borrower pursuant to any applicable treaty, law or regulation if the making of such filing or the furnishing of such information would avoid the need for or reduce the amount of any additional amounts payable by the respective Borrower and would not, in the sole discretion of such Lender, be disadvantageous to such Lender. (d) Nothing in this Section 5.04 shall require any Lender (or any Eligible Transferee) or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary, in its sole discretion3.04(b). (e) Subject to the last sentence of this Section 5.04, if any Canadian Lender (a) is not resident in Canada for the purpose of Income Tax Act (Canada), or (b) is not an authorized foreign bank which at all times holds all of its interest in any Canadian Obligations in the course of its Canadian banking business for purposes of subsection 212(13.3) of the Income Tax Act (Canada), or (c) is not otherwise exempt from being subject to deduction or withholding of income or similar Taxes imposed by Canada (or any political subdivision or taxing authority thereof or therein) (“Canadian Taxes”) on the basis established to the satisfaction of the Canadian Revolving Loan Borrowers and the Administrative Agent based on Applicable Law in effect on the Effective Date (or such later date on which it becomes a Canadian Lender) with respect to any payments to such Lender of interest, fees, commissions, or any other amount payable by any Canadian Revolving Loan Borrower under the Credit Documents: (i) the Canadian Revolving Loan Borrowers shall be entitled, to the extent that they are required to do so by Applicable Law, to deduct or withhold Canadian Taxes from interest, fees, commissions or other amounts payable under this Agreement for the account of such Canadian Lender; and (ii) the Canadian Revolving Loan Borrowers shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to such Canadian Lender in respect of Canadian Taxes. Notwithstanding anything to the contrary contained in this Section 5.04, the Canadian Revolving Loan Borrowers agree to pay any additional amounts and to indemnify the applicable Canadian Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any incremental Canadian Taxes deducted or withheld by it as described in the immediately preceding sentence following (I) any changes after the Effective Date (or after the date such Lender became a Canadian Lender, as applicable) in any applicable law, or in the interpretation thereof, relating to the deducting or withholding of such Canadian Taxes to the extent, and only to the extent, that the obligation to pay such incremental Canadian Taxes arises as a consequence of such change in applicable law or (II) any Sharing Event.

Net Payments. (a) All payments made to the Banks by any Borrower hereunder the Borrowers hereunder, under the Notes or under any Revolving Note or other Credit Loan Document will be made without setoffset off, counterclaim or other defense. Except as provided in Sections 5.04(b) and (c), all All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, b)ut excluding any tax imposed on or measured by the gross or net income or profits of a Lender Bank (including all interest, penalties or similar liabilities related thereto) pursuant to the laws of the jurisdiction in which it is organized United States of America or any political subdivision thereof, or taxing authority of the jurisdiction in which it is resident United States of America or the jurisdiction any political subdivision thereof, in which the principal office or applicable lending office or other permanent establishment of such Lender a Bank is located or any subdivision thereof or therein) located), and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxescollectively, leviestogether with any amounts payable pursuant to the next sentence, imposts, duties, fees, assessments or other charges being referred to collectively as “"Taxes”"). If any Taxes are so levied or imposed, subject to Section 5.04(b), the respective Borrower agrees Borrowers agree to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due hereunder, under this Agreement each Note or under any Revolving Note or other Credit Loan Document, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Revolving Note or other Credit Document. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, subject to Section 5.04(b), the respective Borrower agrees to reimburse each Lender, upon the written request of such Lender, for the net additional amount of taxes imposed on or measured by the net income or profits of such Lender pursuant to the laws of the jurisdiction in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender in respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentenceNote. The respective Borrower Borrowers will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law each Bank upon request certified copies of tax receipts evidencing such payment by the respective BorrowerBorrowers. Each Borrower agrees to The Borrowers will indemnify and hold harmless each LenderBank, and reimburse such Lender each Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender and any liability (including penalties, interest and expenses) arising from or with respect to such Taxes whether or not they were correctly or legally asserted. (b) Each Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) agrees to deliver to the U.S. Borrower and the Administrative Agent on or prior to the Effective Date, or in the case of any such Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Sub-Commitments only) that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.14 or 14.03 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (or successor forms) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Revolving Note, or (ii) if such Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a “Section 5.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Revolving Note. In addition, each such Lender agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the U.S. Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN, or Form W-8 and a Section 5.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Revolving Note, or it shall immediately notify the U.S. Borrower and the Administrative Agent of its inability to deliver any such form or certificate in which case such Lender shall not be required to deliver any such form or certificate pursuant to this Section 5.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a), but subject to Section 14.03 and the immediately succeeding sentence, (x) each Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the U.S. Borrower U.S. Internal Revenue Service forms that establish a complete exemption from such deduction or withholding and (y) the Borrowers shall not be obligated pursuant to Section 5.04(a) hereof to gross-up payments to be made to a Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the U.S. Borrower the Internal Revenue Service Forms required to be provided by it to the U.S. Borrower pursuant to this Section 5.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the immediately preceding sentence or elsewhere in this Section 5.04 (other than clause (e) below) and except as set forth in Section 14.03, each Borrower agrees to pay additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxeseach Bank. (c) Each Lender shall use reasonable efforts (consistent with legal and regulatory restrictions and subject to overall policy considerations of such Lender) to file any certificate or document or to furnish any information as reasonably requested by the U.S. Borrower pursuant to any applicable treaty, law or regulation if the making of such filing or the furnishing of such information would avoid the need for or reduce the amount of any additional amounts payable by the respective Borrower and would not, in the sole discretion of such Lender, be disadvantageous to such Lender. (d) Nothing in this Section 5.04 shall require any Lender (or any Eligible Transferee) or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary, in its sole discretion). (e) Subject to the last sentence of this Section 5.04, if any Canadian Lender (a) is not resident in Canada for the purpose of Income Tax Act (Canada), or (b) is not an authorized foreign bank which at all times holds all of its interest in any Canadian Obligations in the course of its Canadian banking business for purposes of subsection 212(13.3) of the Income Tax Act (Canada), or (c) is not otherwise exempt from being subject to deduction or withholding of income or similar Taxes imposed by Canada (or any political subdivision or taxing authority thereof or therein) (“Canadian Taxes”) on the basis established to the satisfaction of the Canadian Revolving Loan Borrowers and the Administrative Agent based on Applicable Law in effect on the Effective Date (or such later date on which it becomes a Canadian Lender) with respect to any payments to such Lender of interest, fees, commissions, or any other amount payable by any Canadian Revolving Loan Borrower under the Credit Documents: (i) the Canadian Revolving Loan Borrowers shall be entitled, to the extent that they are required to do so by Applicable Law, to deduct or withhold Canadian Taxes from interest, fees, commissions or other amounts payable under this Agreement for the account of such Canadian Lender; and (ii) the Canadian Revolving Loan Borrowers shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to such Canadian Lender in respect of Canadian Taxes. Notwithstanding anything to the contrary contained in this Section 5.04, the Canadian Revolving Loan Borrowers agree to pay any additional amounts and to indemnify the applicable Canadian Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any incremental Canadian Taxes deducted or withheld by it as described in the immediately preceding sentence following (I) any changes after the Effective Date (or after the date such Lender became a Canadian Lender, as applicable) in any applicable law, or in the interpretation thereof, relating to the deducting or withholding of such Canadian Taxes to the extent, and only to the extent, that the obligation to pay such incremental Canadian Taxes arises as a consequence of such change in applicable law or (II) any Sharing Event.

Net Payments. (a) All payments made by any the Borrower hereunder or under any Revolving Note or other Credit Document will be made without setoff, counterclaim or other defense. Except as provided in Sections 5.04(b) and (cSection 4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income or profits or franchise taxes based on net income of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which it is resident or the jurisdiction in which the principal office or applicable lending office or other permanent establishment of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “"Taxes”"). If any Taxes are so levied or imposed, subject to Section 5.04(b), the respective Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any Revolving Note or other Credit DocumentNote, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Revolving Note or other Credit DocumentNote. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, subject to Section 5.04(b), the respective Borrower agrees to reimburse each Lender, upon the written request of such Lender, for the net additional amount of taxes imposed on or measured by the net income or profits of such Lender pursuant to the laws of the jurisdiction in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender in respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. If the Borrower pays any additional amount under this Section 4.04 to a Lender and such Lender determines in its sole discretion that it has actually received or realized in connection therewith any refund or any reduction of, or credit against, its Tax liabilities in or with respect to the taxable year in which the additional amount is paid, such Lender shall pay to the Borrower an amount that the Lender shall, in its sole discretion, determine is equal to the net benefit, after tax, which was obtained by the Lender in such year as a consequence of such refund, reduction or credit. The respective Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the respective Borrower. Each The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender and any liability (including penalties, interest and expenses) arising from or with respect to such Taxes whether or not they were correctly or legally assertedLender. (b) Each Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) agrees to deliver to the U.S. Borrower and the Administrative Agent on or prior to the Effective Date, or in the case of any such a Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Sub-Commitments only) that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.14 1.13 or 14.03 13.04 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or successor forms) certifying to such Lender’s 's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Revolving Note, or (ii) if such the Lender is not a “"bank” " within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or successor forms) pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a “"Section 5.04(b)(ii4.04(b)(ii) Certificate”") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) (or successor form) certifying to such Lender’s 's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Revolving Note. In addition, each such Lender agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the U.S. Borrower and or the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or W-8ECI, Form W-8BENW-8BEN (with respect to the benefits of any income tax treaty), or Form W-8 W-8BEN (with respect to the portfolio interest exemption), and a Section 5.04(b)(ii4.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Revolving Note, or it shall immediately notify the U.S. Borrower and the Administrative Agent of its inability to deliver any such form Form or certificate Certificate in which case such Lender shall not be required to deliver any such form Form or certificate Certificate pursuant to this Section 5.04(b4.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a4.04(a), but subject to Section 14.03 13.04(b) and the immediately succeeding sentence, (x) each the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the U.S. Borrower U.S. Internal Revenue Service forms Forms that establish a complete exemption from such deduction or withholding and (y) the Borrowers Borrower shall not be obligated pursuant to Section 5.04(a4.04(a) hereof to gross-up payments to be made to a Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the U.S. Borrower the Internal Revenue Service Forms required to be provided by it to the U.S. Borrower pursuant to this Section 5.04(b4.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the immediately preceding sentence or elsewhere in this Section 5.04 (other than clause (e) below) 4.04 and except as set forth in Section 14.0313.04(b), each the Borrower agrees to pay additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a4.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender shall use reasonable efforts (consistent with legal and regulatory restrictions and subject to overall policy considerations of such Lender) to file any certificate or document or to furnish any information as reasonably requested by the U.S. Borrower pursuant to any applicable treaty, law or regulation if the making of such filing or the furnishing of such information would avoid the need for or reduce the amount of any additional amounts payable by the respective Borrower and would not, in the sole discretion of such Lender, be disadvantageous to such Lender. (d) Nothing in this Section 5.04 shall require any Lender (or any Eligible Transferee) or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary, in its sole discretion). (e) Subject to the last sentence of this Section 5.04, if any Canadian Lender (a) is not resident in Canada for the purpose of Income Tax Act (Canada), or (b) is not an authorized foreign bank which at all times holds all of its interest in any Canadian Obligations in the course of its Canadian banking business for purposes of subsection 212(13.3) of the Income Tax Act (Canada), or (c) is not otherwise exempt from being subject to deduction or withholding of income or similar Taxes imposed by Canada (or any political subdivision or taxing authority thereof or therein) (“Canadian Taxes”) on the basis established to the satisfaction of the Canadian Revolving Loan Borrowers and the Administrative Agent based on Applicable Law in effect on the Effective Date (or such later date on which it becomes a Canadian Lender) with respect to any payments to such Lender of interest, fees, commissions, or any other amount payable by any Canadian Revolving Loan Borrower under the Credit Documents: (i) the Canadian Revolving Loan Borrowers shall be entitled, to the extent that they are required to do so by Applicable Law, to deduct or withhold Canadian Taxes from interest, fees, commissions or other amounts payable under this Agreement for the account of such Canadian Lender; and (ii) the Canadian Revolving Loan Borrowers shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to such Canadian Lender in respect of Canadian Taxes. Notwithstanding anything to the contrary contained in this Section 5.04, the Canadian Revolving Loan Borrowers agree to pay any additional amounts and to indemnify the applicable Canadian Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any incremental Canadian Taxes deducted or withheld by it as described in the immediately preceding sentence following (I) any changes after the Effective Date (or after the date such Lender became a Canadian Lender, as applicable) in any applicable law, or in the interpretation thereof, relating to the deducting or withholding of such Canadian Taxes to the extent, and only to the extent, that the obligation to pay such incremental Canadian Taxes arises as a consequence of such change in applicable law or (II) any Sharing Event.

Net Payments. (a) All payments made by any the Borrower hereunder or ------------ and/or under any Revolving Note or other Credit Document will be made without setoff, counterclaim or other defense. Except as provided in Sections 5.04(b) and (cSection 3.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income or net profits of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which it is resident or the jurisdiction in which the principal office or applicable lending office or other permanent establishment of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “"Taxes”"). If any Taxes are so levied or imposed, subject to Section 5.04(b), the respective Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or and/or under any Revolving Note or other Credit DocumentNote, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Revolving Note or other Credit Documenttherein. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, subject to Section 5.04(b), the respective Borrower agrees to reimburse each Lender, upon the written request of such Lender, for the net additional amount of taxes imposed on or measured by the net income or net profits of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender Lender, in respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. The respective Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the respective Borrower. Each The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender and any liability (including penalties, interest and expenses) arising from or with respect to such Taxes whether or not they were correctly or legally assertedLender. (b) Each Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the U.S. Borrower and the Administrative Agent on or prior to the Effective Date, or in the case of any such a Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Sub-Commitments only) that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.14 1.13 or 14.03 11.04 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI 4224 or Form W-8BEN 1001 (or successor forms) certifying to such Lender’s 's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Revolving Note, or (ii) if such the Lender is not a “"bank” " within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI 1001 or Form W-8BEN 4224 pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D C (any such certificate, a “"Section 5.04(b)(ii) 3.04 Certificate”") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN W- 8 (or successor form) certifying to such Lender’s 's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Revolving Note. In addition, each such Lender agrees that from time to time after the Effective Date, when a lapse in of time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the U.S. Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI 4224 or Form W-8BEN1001, or Form W-8 and a Section 5.04(b)(ii) 3.04 Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Revolving Note, or it shall immediately notify the U.S. Borrower and the Administrative Agent of its inability to deliver any such form Form or certificate Certificate, in which case such Lender shall not be required to deliver any such form Form or certificate Certificate pursuant to this Section 5.04(b3.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a3.04(a), but subject to Section 14.03 11.04(b) and the immediately succeeding sentence, (x) each the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision sub division or taxing authority thereof or therein) from interest, fees Fees or other amounts payable by it hereunder for the account of any Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the U.S. Borrower U.S. Internal Revenue Service forms Forms that establish a complete exemption from such deduction or withholding and (y) the Borrowers Borrower shall not be obligated pursuant to Section 5.04(a3.04(a) hereof to gross-up payments to be made by it to a Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the U.S. Borrower the Internal Revenue Service Forms required to be provided by it to the U.S. Borrower pursuant to this Section 5.04(b3.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such forms Forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the immediately preceding sentence or elsewhere in this Section 5.04 (other than clause (e) below) 3.04 and except as set forth in Section 14.0311.04(b), each the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a3.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts Taxes deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar such Taxes. (c) Each If the Borrower pays any additional amount under this Section 3.04 to a Lender and such Lender determines in its sole discretion that it has actually received or realized in connection therewith any refund or any reduction of, or credit against, its Tax liabilities in or with respect to the taxable year in which the additional amount is paid, such Lender shall use reasonable efforts (consistent with legal and regulatory restrictions and subject pay to overall policy considerations of such Lender) to file any certificate or document or to furnish any information as reasonably requested by the U.S. Borrower pursuant to any applicable treaty, law or regulation if an amount that the making of such filing or the furnishing of such information would avoid the need for or reduce the amount of any additional amounts payable by the respective Borrower and would not, in the sole discretion of such Lender, be disadvantageous to such Lender. (d) Nothing in this Section 5.04 shall require any Lender (or any Eligible Transferee) or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietaryshall, in its sole discretion). (e) Subject , determine is equal to the last sentence of this Section 5.04net benefit, if any Canadian Lender (a) is not resident in Canada for after tax, which was obtained by the purpose of Income Tax Act (Canada), or (b) is not an authorized foreign bank which at all times holds all of its interest in any Canadian Obligations in the course of its Canadian banking business for purposes of subsection 212(13.3) of the Income Tax Act (Canada), or (c) is not otherwise exempt from being subject to deduction or withholding of income or similar Taxes imposed by Canada (or any political subdivision or taxing authority thereof or therein) (“Canadian Taxes”) on the basis established to the satisfaction of the Canadian Revolving Loan Borrowers and the Administrative Agent based on Applicable Law in effect on the Effective Date (or such later date on which it becomes a Canadian Lender) with respect to any payments to such Lender of interest, fees, commissions, or any other amount payable by any Canadian Revolving Loan Borrower under the Credit Documents: (i) the Canadian Revolving Loan Borrowers shall be entitled, to the extent that they are required to do so by Applicable Law, to deduct or withhold Canadian Taxes from interest, fees, commissions or other amounts payable under this Agreement for the account of such Canadian Lender; and (ii) the Canadian Revolving Loan Borrowers shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to such Canadian Lender in respect of Canadian Taxes. Notwithstanding anything to the contrary contained in this Section 5.04, the Canadian Revolving Loan Borrowers agree to pay any additional amounts and to indemnify the applicable Canadian Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any incremental Canadian Taxes deducted or withheld by it as described in the immediately preceding sentence following (I) any changes after the Effective Date (or after the date such Lender became a Canadian Lender, as applicable) in any applicable law, or in the interpretation thereof, relating to the deducting or withholding of such Canadian Taxes to the extent, and only to the extent, that the obligation to pay such incremental Canadian Taxes arises year as a consequence of such change in applicable law refund, reduction or (II) any Sharing Eventcredit.

Net Payments. (a) All Except as provided for in Section 3.03(b), all payments made by any Borrower hereunder or the Borrowers hereunder, under any Revolving Note or any other Credit Document will be Loan Document, including all payments made without setoffby the Borrowers pursuant to its guaranty obligations under Article X, counterclaim or other defense. Except as provided in Sections 5.04(b) and (c), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentencethis Section 3.03(a), any tax imposed on or measured by the net income or net profits of a Lender and franchise taxes imposed on it pursuant to the laws of the jurisdiction in under which it such Lender is organized or the jurisdiction in which it is resident or the jurisdiction in which the principal office or applicable lending office or other permanent establishment Applicable Lending Office of such Lender Lender, as applicable, is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto to such non-excluded taxes, levies imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, subject to Section 5.04(b), the respective Borrower agrees Borrowers agree to pay the full amount of such Taxes, Taxes and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under this Agreement any Note or under any Revolving Note or other Credit Loan Document, after withholding or deduction for or on account of any Taxes, Taxes will not be less than the amount provided for herein or in such Revolving Note or in such other Credit Loan Document. The Borrowers will indemnify and hold harmless the Administrative Agent and each Lender, and reimburse the Administrative Agent or such Lender upon its written request, for the amount of any Taxes imposed on and paid by such Lender. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, subject to this Section 5.04(b3.03(a), the respective Borrower agrees Borrowers agree to reimburse each Lender, upon the written request of such Lender, for the net additional amount of taxes imposed on or measured by the net income income, profits or profits franchise of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office Applicable Lending Office of such Lender is located located, as the case may be, or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office or applicable lending office of such Lender is located therein, and for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender in respect of such amounts so paid to or on behalf reimbursement of taxes, which request shall be accompanied by a statement from such Lender pursuant to setting forth, in reasonable detail, the preceding sentence and computations used in respect of any amounts paid to or on behalf of determining such Lender pursuant to this sentenceamounts. The respective Borrower Borrowers will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes Taxes, or any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts receipts, or other evidence satisfactory to the respective Lender, evidencing such payment by the respective Borrower. Each Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender and any liability (including penalties, interest and expenses) arising from or with respect to such Taxes whether or not they were correctly or legally asserted. (b) Each Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) that is not a United States person Person (as such term is defined in Section 7701(a)(30) of the Code) agrees for federal income tax purposes and that is entitled to deliver claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrowers agree to provide to the U.S. Borrower Representative and the Administrative Agent on or prior to the Effective Closing Date, or in the case of any such a Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Sub-Commitments only) that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.14 or 14.03 11.06 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfertransfer and such Lender is in compliance with the provisions of this Section), on the date of such assignment or transfer to such Lender, (i) and from time to time thereafter if required by the Borrower Representative or the Administrative Agent two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI Forms W-8BEN, W-8ECI, W-8EXP or Form W-8BEN W-8IMY (or successor formssuccessor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the payment) certifying to such Lender’s entitlement as of such date to a complete exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this Agreement and under Agreement, any Revolving NoteNote or any other Loan Document, along with any other appropriate documentation establishing such exemption or reduction (ii) if such Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a “Section 5.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (or successor form) as statements certifying to such Lender’s entitlement as of such date to a complete qualification for exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Revolving Noteportfolio interest). In addition, each such Lender agrees that from time to time after the Effective Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the U.S. Borrower Representative and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service Form W-8ECI form establishing such exemption or Form W-8BEN, or Form W-8 reduction (such as statements certifying qualification for exemption with respect to portfolio interest) and a Section 5.04(b)(ii) Certificate, as the case may be, and such other forms any related documentation as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect if the Lender continues to payments under be so entitled. No Lender shall be required by this Agreement and any Revolving Note, or it shall immediately notify the U.S. Borrower and the Administrative Agent of its inability Section 3.03(b) to deliver any such a form or certificate in which case such Lender shall not be required to deliver any such form or certificate pursuant to this Section 5.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a), but subject to Section 14.03 and the immediately succeeding sentence, (x) each Borrower shall be entitled, to the extent that it is required not legally entitled to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the U.S. Borrower U.S. Internal Revenue Service forms that establish a complete exemption from such deduction or withholding and (y) the deliver. The Borrowers shall not be obligated pursuant to Section 5.04(a3.03(a) hereof to gross-up payments pay additional amounts on account of or indemnify with respect to be made to a Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the U.S. Borrower the Internal Revenue Service Forms required to be provided by it to the U.S. Borrower pursuant to this Section 5.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, withholding taxes to the extent that such taxes arise solely due to a Lender’s failure to deliver forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything that it was legally entitled to the contrary contained in the immediately preceding sentence or elsewhere in but failed to deliver under this Section 5.04 (other than clause (e) below) and except as set forth in Section 14.03, each Borrower agrees 3.03(b). The Borrowers agree to pay additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding3.03(a) in respect of any amounts Taxes deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Closing Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender shall use reasonable efforts (consistent with legal and regulatory restrictions and subject to overall policy considerations of such If any Lender) to file any certificate or document or to furnish any information as reasonably requested by the U.S. Borrower pursuant to any applicable treaty, law or regulation if the making of such filing or the furnishing of such information would avoid the need for or reduce the amount of any additional amounts payable by the respective Borrower and would not, in the sole discretion of such Lender, be disadvantageous to such Lender. (d) Nothing in this Section 5.04 shall require any Lender (or any Eligible Transferee) or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary, in its sole discretion). (e) Subject to the last sentence of this Section 5.04opinion, if any Canadian Lender (a) is not resident in Canada for the purpose of Income Tax Act (Canada), determines that it has finally and irrevocably received or (b) is not an authorized foreign bank which at all times holds all of its interest in any Canadian Obligations in the course of its Canadian banking business for purposes of subsection 212(13.3) of the Income Tax Act (Canada), or (c) is not otherwise exempt from being subject to deduction or withholding of income or similar Taxes imposed by Canada (or any political subdivision or taxing authority thereof or therein) (“Canadian Taxes”) on the basis established to the satisfaction of the Canadian Revolving Loan Borrowers and the Administrative Agent based on Applicable Law in effect on the Effective Date (or such later date on which it becomes been granted a Canadian Lender) with respect to any payments to such Lender of interest, fees, commissions, or any other amount payable by any Canadian Revolving Loan Borrower under the Credit Documents: (i) the Canadian Revolving Loan Borrowers shall be entitled, to the extent that they are required to do so by Applicable Law, to deduct or withhold Canadian Taxes from interest, fees, commissions or other amounts payable under this Agreement for the account of such Canadian Lender; and (ii) the Canadian Revolving Loan Borrowers shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to such Canadian Lender in respect of Canadian Taxes. Notwithstanding anything to the contrary contained in this Section 5.04, the Canadian Revolving Loan Borrowers agree to pay any additional amounts and to indemnify the applicable Canadian Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) refund in respect of any incremental Canadian Taxes deducted or withheld as to which indemnification has been paid by the Borrowers pursuant to this Section 3.03, it as described shall promptly remit such refund (including any interest received in the immediately preceding sentence following (I) any changes after the Effective Date (or after the date such Lender became a Canadian Lenderrespect thereof), as applicable) in any applicable law, or in the interpretation thereof, relating net of all out-of-pocket costs and expenses to the deducting or withholding of such Canadian Taxes to the extentBorrower; provided, and only to the extenthowever, that the obligation Borrowers agree to pay promptly return any such incremental Canadian Taxes arises as refund (plus interest) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower Representative with a consequence copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such change in applicable law or (II) refund. Nothing contained herein shall impose an obligation on any Sharing EventLender to apply for any such refund.

Net Payments. (a) All payments made by any Borrower the Borrowers hereunder or and under any Revolving Note or other Credit Document will be made without setoff, counterclaim or other defense. Except as provided in Sections 5.04(b) and (cSection 4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income or net profits of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which it is resident or the jurisdiction in which the principal office or applicable lending office or other permanent establishment of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, subject to Section 5.04(b), the respective Borrower agrees Borrowers agree to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any Revolving Note or other Credit DocumentNote, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Revolving Note or other Credit DocumentNote. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, subject to Section 5.04(b), the respective Borrower agrees Borrowers agree to reimburse each Lender, upon the written request of such Lender, for the net additional amount of taxes imposed on or measured by the net income or net profits of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender Lender, in respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. The respective Borrower Borrowers will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the respective such Borrower. Each Borrower agrees The Borrowers agree to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender and any liability (including penalties, interest and expenses) arising from or with respect to such Taxes whether or not they were correctly or legally assertedLender. (b) Each Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the U.S. Borrower Borrowers and the Administrative Agent on or prior to the Effective DateDate or, or in the case of any such a Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Sub-Commitments only) that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.14 2.07 or 14.03 11.04(b) (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or successor forms) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Revolving Note, or (ii) if such the Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or any successor forms) pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a “Section 5.04(b)(ii4.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Revolving Note. In addition, each such Lender agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it such Lender will deliver to the U.S. Borrower Borrowers and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or W-8ECI, Form W-8BENW-8BEN (with respect to the benefits of any income tax treaty), or Form W-8 W-8BEN (with respect to the portfolio interest exemption) and a Section 5.04(b)(ii4.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Revolving Note, or it such Lender shall immediately notify the U.S. Borrower Borrowers and the Administrative Agent of its inability to deliver any such form Form or certificate Certificate, in which case such Lender shall not be required to deliver any such form Form or certificate Certificate pursuant to this Section 5.04(b4.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a4.04(a), but subject to Section 14.03 11.04(b) and the immediately succeeding sentence, (x) each Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees Fees or other amounts payable hereunder for the account of any Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the U.S. such Borrower U.S. Internal Revenue Service forms Forms that establish a complete exemption from such deduction or withholding and (y) the Borrowers shall not be obligated pursuant to Section 5.04(a4.04(a) hereof to gross-up payments to be made to a Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the U.S. Borrower Borrowers the Internal Revenue Service Forms required to be provided by it to the U.S. Borrower Borrowers pursuant to this Section 5.04(b4.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the immediately preceding sentence or elsewhere in this Section 5.04 (other than clause (e) below) 4.04 and except as set forth in Section 14.0311.04(b), each Borrower agrees the Borrowers agree to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a4.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it them as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar such Taxes. (c) Each Lender shall use reasonable efforts (consistent with legal and regulatory restrictions and subject to overall policy considerations of such Lender) to file any certificate or document or to furnish any information as reasonably requested by the U.S. Borrower pursuant to any applicable treaty, law or regulation if the making of such filing or the furnishing of such information would avoid the need for or reduce the amount of any additional amounts payable by the respective Borrower and would not, in the sole discretion of such Lender, be disadvantageous to such Lender. (d) Nothing in this Section 5.04 shall require any Lender (or any Eligible Transferee) or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary, in its sole discretion). (e) Subject to the last sentence of this Section 5.04, if any Canadian Lender (a) is not resident in Canada for the purpose of Income Tax Act (Canada), or (b) is not an authorized foreign bank which at all times holds all of its interest in any Canadian Obligations in the course of its Canadian banking business for purposes of subsection 212(13.3) of the Income Tax Act (Canada), or (c) is not otherwise exempt from being subject to deduction or withholding of income or similar Taxes imposed by Canada (or any political subdivision or taxing authority thereof or therein) (“Canadian Taxes”) on the basis established to the satisfaction of the Canadian Revolving Loan Borrowers and the Administrative Agent based on Applicable Law in effect on the Effective Date (or such later date on which it becomes a Canadian Lender) with respect to any payments to such Lender of interest, fees, commissions, or any other amount payable by any Canadian Revolving Loan Borrower under the Credit Documents: (i) the Canadian Revolving Loan Borrowers shall be entitled, to the extent that they are required to do so by Applicable Law, to deduct or withhold Canadian Taxes from interest, fees, commissions or other amounts payable under this Agreement for the account of such Canadian Lender; and (ii) the Canadian Revolving Loan Borrowers shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to such Canadian Lender in respect of Canadian Taxes. Notwithstanding anything to the contrary contained in this Section 5.04, the Canadian Revolving Loan Borrowers agree to pay any additional amounts and to indemnify the applicable Canadian Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any incremental Canadian Taxes deducted or withheld by it as described in the immediately preceding sentence following (I) any changes after the Effective Date (or after the date such Lender became a Canadian Lender, as applicable) in any applicable law, or in the interpretation thereof, relating to the deducting or withholding of such Canadian Taxes to the extent, and only to the extent, that the obligation to pay such incremental Canadian Taxes arises as a consequence of such change in applicable law or (II) any Sharing Event.

Net Payments. (a) All payments (including, without limitation, any fees, commissions or expenses paid by the Borrower to any Financing Party) made by any the Borrower hereunder or under any Revolving Note or other Credit Financing Document will be made without setoff, counterclaim or other similar defense. Except as provided in Sections 5.04(b) and (c), all All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentencecase of any Lender, any tax imposed on or measured by the net income income, revenue, or profits gross receipts of a such Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which it is resident or the jurisdiction in which the principal office or applicable lending office or other permanent establishment Applicable Lending Office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, subject to Section 5.04(b), the respective Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement the net amount received by the relevant Financing Party hereunder or under any Revolving Note or other Credit Financing Document, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Revolving Note Financing Document as if the corresponding deduction or other Credit Document. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, subject to Section 5.04(b), the respective Borrower agrees to reimburse each Lender, upon the written request of such Lender, for the net additional amount of taxes imposed on or measured by the net income or profits of such Lender pursuant to the laws of the jurisdiction in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender in respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentencehad not been made. The respective Borrower will furnish to the Administrative Agent within 45 thirty (30) days after the date of the payment of any Taxes is due pursuant to applicable law certified copies evidence of tax receipts evidencing such payment by in form and substance reasonably satisfactory to the respective BorrowerAdministrative Agent. Each The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender and any liability (including penalties, interest and expenses) arising from or with respect to such Taxes whether or not they were correctly or legally assertedLender. (b) Each Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) agrees to deliver to the U.S. Borrower and the Administrative Agent on or prior agree to complete in good faith and execute and deliver to the Effective DateBorrower, in a timely manner, such form, certificates, information or documentation relating to such Lender or Administrative Agent to establish the extent to which any payments to such Lender or Administrative Agent are exempt from, or in the case are entitled to a reduction of withholding or deduction of any Taxes (collectively, the “Forms”). Notwithstanding anything to the contrary herein, neither any Lender nor the Administrative Agent shall be required to provide any Forms pursuant to this Section 2.8(b) unless (i) such Forms are required by law as a condition to, or evidence of entitlement to, relief or exemption in whole or in part from any Taxes, (ii) such Lender or the Administrative Agent is legally entitled to complete, execute and deliver such Forms and (other than iii) the Borrower shall have timely provided to such Lender or the Administrative Agent a written notice requesting that such Lender or the Administrative Agent execute and deliver such Forms together with the Forms and the official instructions thereto, if any. (c) If the Borrower pays any Canadian Lender with Maximum Canadian Dollar Revolving Sub-Commitments only) that is an assignee or transferee of an interest additional amount under this Agreement pursuant Section 2.8 to Section 2.14 or 14.03 (unless the respective Lender was already a Lender hereunder immediately prior and such Lender determines in its sole discretion that it has actually received or realized in connection therewith any refund or any reduction of, or credit against, its Tax liabilities in or with respect to such assignment or transferthe taxable year in which the additional amount is paid (a “Tax Benefit”), on such Lender shall pay to the date Borrower an amount that the Lender shall, in good faith, determine is equal to the net benefit, after tax, which was obtained by the Lender in such year as a consequence of such assignment or transfer to Tax Benefit; provided, however, that (i) any Lender may determine, in its sole discretion consistent with the policies of such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (or successor forms) certifying whether to such Lender’s entitlement as of such date to seek a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Revolving Note, or Tax Benefit; (ii) if such nothing in this Section 2.8(c) shall require any Lender is not a “bank” within to disclose any confidential information to the meaning of Section 881(c)(3)(ABorrower (including, without limitation, its tax returns); and (iii) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN no Lender shall be required to pay any amounts pursuant to clause (ithis Section 2.8(c) above, (x) a certificate substantially in the form of Exhibit D (at any such certificate, a “Section 5.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Revolving Note. In addition, each such Lender agrees that from time to time after the Effective Date, when a lapse in time Default or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver Event of Default exists. (d) Notwithstanding anything to the U.S. contrary, the Borrower and shall not be required pursuant to this Section 2.8 to pay any additional amount to, or to indemnify, any Lender or the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN, or Form W-8 and a Section 5.04(b)(ii) CertificateAgent, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Revolving Note, or it shall immediately notify the U.S. Borrower and the Administrative Agent of its inability to deliver any such form or certificate in which case such Lender shall not be required to deliver any such form or certificate pursuant to this Section 5.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a), but subject to Section 14.03 and the immediately succeeding sentence, (x) each Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided or the Administrative Agent becomes subject to Taxes subsequent to the U.S. Borrower U.S. Internal Revenue Service forms that establish a complete exemption from such deduction or withholding and Original Closing Date (y) or, if later, the Borrowers shall not be obligated pursuant to Section 5.04(a) hereof to gross-up payments to be made to a Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) in respect of income or similar taxes imposed by the United States if (I) date such Lender has not provided to the U.S. Borrower the Internal Revenue Service Forms required to be provided by it to the U.S. Borrower pursuant or Administrative Agent becomes a party to this Section 5.04(bAgreement) or (II) as a result of a change in the case jurisdiction of organization of such Lender or Administrative Agent or a paymentchange in the location of the Applicable Lending Office of such Lender, other than interest, to a Lender described in clause (ii) above, except to the extent that any such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained change is requested or required in the immediately preceding sentence or elsewhere in this Section 5.04 (other than clause (e) below) and except as set forth in Section 14.03, each Borrower agrees to pay additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender shall use reasonable efforts (consistent with legal and regulatory restrictions and subject to overall policy considerations of such Lender) to file any certificate or document or to furnish any information as reasonably requested writing by the U.S. Borrower pursuant to any applicable treaty, law or regulation if the making of such filing or the furnishing of such information would avoid the need for or reduce the amount of any additional amounts payable by the respective Borrower and would not, in the sole discretion of such Lender, be disadvantageous to such LenderBorrower. (d) Nothing in this Section 5.04 shall require any Lender (or any Eligible Transferee) or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary, in its sole discretion). (e) Subject to the last sentence of this Section 5.04, if any Canadian Lender (a) is not resident in Canada for the purpose of Income Tax Act (Canada), or (b) is not an authorized foreign bank which at all times holds all of its interest in any Canadian Obligations in the course of its Canadian banking business for purposes of subsection 212(13.3) of the Income Tax Act (Canada), or (c) is not otherwise exempt from being subject to deduction or withholding of income or similar Taxes imposed by Canada (or any political subdivision or taxing authority thereof or therein) (“Canadian Taxes”) on the basis established to the satisfaction of the Canadian Revolving Loan Borrowers and the Administrative Agent based on Applicable Law in effect on the Effective Date (or such later date on which it becomes a Canadian Lender) with respect to any payments to such Lender of interest, fees, commissions, or any other amount payable by any Canadian Revolving Loan Borrower under the Credit Documents: (i) the Canadian Revolving Loan Borrowers shall be entitled, to the extent that they are required to do so by Applicable Law, to deduct or withhold Canadian Taxes from interest, fees, commissions or other amounts payable under this Agreement for the account of such Canadian Lender; and (ii) the Canadian Revolving Loan Borrowers shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to such Canadian Lender in respect of Canadian Taxes. Notwithstanding anything to the contrary contained in this Section 5.04, the Canadian Revolving Loan Borrowers agree to pay any additional amounts and to indemnify the applicable Canadian Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any incremental Canadian Taxes deducted or withheld by it as described in the immediately preceding sentence following (I) any changes after the Effective Date (or after the date such Lender became a Canadian Lender, as applicable) in any applicable law, or in the interpretation thereof, relating to the deducting or withholding of such Canadian Taxes to the extent, and only to the extent, that the obligation to pay such incremental Canadian Taxes arises as a consequence of such change in applicable law or (II) any Sharing Event.

Net Payments. (a) All payments made by any Borrower hereunder (including, in the case of any Guarantor, in its capacity as a Guarantor pursuant to Section 14) or under any Revolving Note or other Credit Document will be made without setoff, deduction, counterclaim or other defense. Except as provided in Sections 5.04(b4.04(b) and (c), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments duties or other similar charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, (i) any tax imposed on or measured by the net income or net profits of a Lender Lender, including branch profits taxes and franchise taxes or Taxes imposed upon the overall capital or net worth of a Lender, pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which it is resident or the jurisdiction in which the principal office or applicable lending office or other permanent establishment of such Lender is located or any subdivision thereof or thereintherein or which imposes such taxes because such Lender engages in business in such jurisdiction other than solely as a result of this Agreement, and (ii) any tax that would not have been imposed but for a failure by such Lender (or any financial institution through which any payment is made to such Lender) to comply with the applicable requirements of sections 1471-1474 of the Code, or any applicable Treasury Regulation promulgated under such law or published administrative guidance implementing such law) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments duties or other similar charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, subject to Section 5.04(b), the respective Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any Revolving Note or other Credit DocumentNote, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Revolving Note or other Credit DocumentNote. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, subject to Section 5.04(b), the respective Borrower agrees to reimburse each Lender, upon the written request of such Lender, for the net any additional amount of taxes imposed on or measured by the net income or net profits of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall reasonably determine are payable by, or withheld from, such Lender in respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. The respective Borrower will furnish to the Administrative Agent and the applicable Lender within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of official tax receipts evidencing such payment by the respective Borrower. Each Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender and any liability (including penalties, interest and expenses) arising from or with respect to such Taxes whether or not they were correctly or legally assertedLender. (b) Each Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) agrees to deliver to the U.S. Borrower Corporation and the Administrative Agent on or prior to the Effective Date, or in the case of any such a Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Sub-Commitments only) that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.14 1.14 or 14.03 13.04 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of U.S. Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or successor forms) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Revolving Note, or (ii) if such the Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either U.S. Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D E (any such certificate, a “Section 5.04(b)(ii4.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies of U.S. Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Revolving Note. In addition, each such Lender agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete obsolete, expired or inaccurate in any material respect, or if requested by the Corporation or the Administrative Agent, it will deliver to the U.S. Borrower Corporation and the Administrative Agent two new accurate and complete original signed copies of U.S. Internal Revenue Service Form W-8ECI or Form W-8BENW-8BEN (with respect to the benefits of any income tax treaty), or Form W-8 W-8BEN (with respect to the portfolio interest exemption) and a Section 5.04(b)(ii4.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Revolving Note, or it shall immediately notify the U.S. Borrower Corporation and the Administrative Agent of its inability to deliver any such form Form or certificate Certificate in which case such Lender shall not be required to deliver any such form Form or certificate Certificate pursuant to this Section 5.04(b4.04(b). Each Lender (including any assignee, successor or participant) that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) (other than Persons that are corporations or otherwise exempt from United States backup withholding tax) shall deliver to the Corporation and the Administrative Agent (i) on or prior to the Effective Date, (ii) on or prior to the date on which any such form or certification expires or becomes obsolete, (iii) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this sentence, and (iv) from time to time if requested by the Corporation or the Administrative Agent, two accurate and complete original signed copies of U.S. Internal Revenue Service Form W-9 (or successor form) certifying that such U.S. Lender is entitled to an exemption from U.S. backup withholding tax. Notwithstanding anything to the contrary contained in Section 5.04(a4.04(a), but subject to the last sentence of Section 14.03 13.04(b) and the immediately succeeding sentence, (x) each Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the U.S. Borrower Corporation U.S. Internal Revenue Service forms Forms that establish a complete exemption from such deduction or withholding and (y) the Borrowers shall not be obligated pursuant to Section 5.04(a4.04(a) hereof to gross-up payments to be made to a Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Corporation the U.S. Borrower the Internal Revenue Service Forms required to be provided by it to the U.S. Borrower Corporation pursuant to this Section 5.04(b4.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the immediately preceding sentence or elsewhere in this Section 5.04 (other than clause (e) below) 4.04 and except as set forth in Section 14.0313.04(b), each Borrower agrees to pay additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a4.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence (x) as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes or (y) as a result of the purchase of a participation as required by Section 1.17 following the occurrence of a Sharing Event. (c) Each Lender shall use reasonable efforts (consistent with legal and regulatory restrictions and subject to overall policy considerations of such Lender) to file any certificate or document or to furnish any information as reasonably requested by the respective Borrower pursuant to any applicable treaty, law or regulation if the making of such filing or the furnishing of such information would avoid the need for or reduce the amount of any additional amounts payable by the respective Borrower and would not, in the sole discretion of such Lender, be disadvantageous to such Lender. (d) If any Lender determines, in its sole discretion, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 4.04, it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 4.04 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses of such Lender, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to such Lender in the event such Lender is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require any Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person. (e) Each Alternate Currency RL Lender that makes an Alternate Currency Revolving Loan to an Irish Alternate Currency Revolving Loan Borrower (each, an “Irish Alternate Currency RL Lender”) represents to each Irish Alternate Currency Revolving Loan Borrower that it is an Irish Qualifying Lender with respect to payments of interest to be made under this Agreement and under any Note. To the extent that any Irish Alternate Currency RL Lender cannot represent to the respective Irish Alternate Currency Revolving Loan Borrower that it is an Irish Qualifying Lender, such Irish Alternate Currency RL Lender shall notify such Irish Alternate Currency Revolving Loan Borrower immediately and such Irish Alternate Currency Revolving Loan Borrower shall not be obligated pursuant to Section 4.04(a) hereof to gross-up payments to be made to such Irish Alternate Currency RL Lender in respect of income or similar taxes imposed by Ireland. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 4.04, each Irish Alternate Currency Revolving Loan Borrower agrees to pay additional amounts and to indemnify each Irish Alternate Currency RL Lender in the manner set forth in Section 4.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender shall use reasonable efforts (consistent with legal and regulatory restrictions and subject to overall policy considerations of such Lender) to file any certificate or document or to furnish any information as reasonably requested by the U.S. Borrower pursuant to any applicable treaty, law or regulation if the making of such filing or the furnishing of such information would avoid the need for or reduce the amount of any additional amounts payable by the respective Borrower and would not, in the sole discretion of such Lender, be disadvantageous to such Lender. (d) Nothing in this Section 5.04 shall require any Lender (or any Eligible Transferee) or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary, in its sole discretion). (e) Subject to the last sentence of this Section 5.04, if any Canadian Lender (a) is not resident in Canada for the purpose of Income Tax Act (Canada), or (b) is not an authorized foreign bank which at all times holds all of its interest in any Canadian Obligations in the course of its Canadian banking business for purposes of subsection 212(13.3) of the Income Tax Act (Canada), or (c) is not otherwise exempt from being subject to deduction or withholding of income or similar Taxes imposed by Canada (or any political subdivision or taxing authority thereof or therein) (“Canadian Taxes”) on the basis established to the satisfaction of the Canadian Revolving Loan Borrowers and the Administrative Agent based on Applicable Law in effect on the Effective Date (or such later date on which it becomes a Canadian Lender) with respect to any payments to such Lender of interest, fees, commissions, or any other amount payable by any Canadian Revolving Loan Borrower under the Credit Documents: (i) the Canadian Revolving Loan Borrowers shall be entitled, to the extent that they are required to do so by Applicable Law, to deduct or withhold Canadian Taxes from interest, fees, commissions or other amounts payable under this Agreement for the account of such Canadian Lender; and (ii) the Canadian Revolving Loan Borrowers shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to such Canadian Lender in respect of Canadian Taxes. Notwithstanding anything to the contrary contained in this Section 5.04, the Canadian Revolving Loan Borrowers agree to pay any additional amounts and to indemnify the applicable Canadian Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any incremental Canadian Taxes deducted or withheld by it as described in the immediately preceding sentence following (I) any changes after the Effective Date (or after the date such Lender became a Canadian Lender, as applicable) in any applicable law, or in the interpretation thereof, relating to the deducting or withholding of such Canadian Taxes to the extent, and only to the extent, that the obligation to pay such incremental Canadian Taxes arises as a consequence of such change in applicable law or (II) any Sharing Event.

Net Payments. (a) All payments made by any Borrower hereunder or under any Revolving Note or other Credit Document will be made without setoff, counterclaim or other defense. Except as provided in Sections 5.04(b) and (cSection 4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any franchise or similar tax imposed on or measured by the net income or net profits of a Lender Bank pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which it is resident managed and controlled or the jurisdiction in which the principal office or applicable lending office or other permanent establishment of such Lender Bank is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (other than interest, penalties, levies, imposts, duties, fees, assessments or other charges imposed or payable as a result of any action or inaction of such Bank not timely or properly taken by such Bank or non-compliance by such Bank with applicable law) (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “"Taxes”"). If any Taxes are so levied or imposed, subject to Section 5.04(b), the respective Borrower agrees to pay the full amount of such Taxes, and such additional amounts amounts, if any, as may be necessary so that every payment of all amounts due under this Agreement or under any Revolving Note or other Credit DocumentNote, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Revolving Note or other Credit DocumentNote. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, subject to Section 5.04(b), the respective Borrower agrees to reimburse each LenderBank, upon the written request of such LenderBank, for the net additional amount of taxes imposed on or measured by the net income or net profits of such Lender Bank pursuant to the laws of the jurisdiction in which the principal office or applicable lending office of such Lender Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office or applicable lending office of such Lender Bank is located and for any withholding of taxes as such Lender Bank shall determine are payable by, or withheld from, such Lender Bank in respect of such amounts so paid to or on behalf of such Lender Bank pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender Bank pursuant to this sentence. The respective Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the respective Borrower. Each Borrower agrees to indemnify and hold harmless each LenderBank, and reimburse such Lender Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender Bank. These provisions contained in Sections 1.10, 1.11, 2.06, 4.04, and elsewhere shall be interpreted in the broadest possible terms to include any liability (including penaltiesincreased costs, interest payments or reduced income for any reason, including, but specifically not by way of limitation, due to taxes, capital adequacy provisions, reserve requirements, withholding obligations, costs due to the payment of any sums on a date other than the regularly scheduled date or for any other reason, and expenses) arising from Borrower does hereby indemnify and hold harmless each Bank, for all such costs and does agree to pay same or with respect cover any Bank's expenses or losses in regard to same. Borrower shall immediately pay such Taxes whether or not they were correctly or legally assertedsums to any Bank as are necessary to mitigate all such items. This obligation is in addition to all other obligations of Borrower contained herein. (b) Each Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) Bank that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) agrees to deliver to the U.S. Borrower and the Administrative Agent on or prior to the Effective Datedate of this Agreement, or in the case of any such Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Sub-Commitments only) a Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.14 1.13 or 14.03 12.04 (unless the respective Lender Bank was already a Lender Bank hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such LenderBank, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI 4224 or Form W-8BEN 1001 (or successor forms) certifying to such Lender’s Bank's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Revolving Note, or (ii) if such Lender the Bank is not a “"bank” " within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI 1001 or Form W-8BEN 4224 pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D 4.04(b)(ii) hereto (any such certificate, a “"Section 5.04(b)(ii4.04(b)(ii) Certificate”") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN W-8 (or successor form) certifying to such Lender’s Bank's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Revolving Note. In addition, each such Lender Bank agrees that from time to time after the Effective Datedate of this Agreement, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the U.S. Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI 4224 or Form W-8BEN1001, or Form W-8 and a Section 5.04(b)(ii4.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender Bank to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Revolving Note, or it shall immediately notify the U.S. Borrower and the Administrative Agent of its inability to deliver any such form Form or certificate in which case such Lender shall not be required to deliver any such form or certificate pursuant to this Section 5.04(b)Certificate. Notwithstanding anything to the contrary contained in Section 5.04(a1.10, 2.06 or 4.04(a), but subject to Section 14.03 12.04(b) and the immediately succeeding sentence, (x) each Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) Bank which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender Bank has not provided to the U.S. Borrower U.S. Internal Revenue Service forms Forms that establish a complete exemption from such deduction or withholding and (y) the Borrowers Borrower shall not be obligated pursuant to Section 5.04(a1.10, 2.06 or 4.04(a) hereof to gross-up payments to be made to a Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) Bank in respect of income or similar taxes imposed by the United States if (I) if such Lender Bank has not provided to the U.S. Borrower the Internal Revenue Service Forms required to be provided by it to the U.S. Borrower pursuant to this Section 5.04(b4.04(b) or (II) in the case of a payment, other than interest, to a Lender Bank described in clause (ii) above, to the extent that such forms Forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the immediately preceding sentence or elsewhere in this Section 5.04 (other than clause (e) below) 4.04 and except as set forth in Section 14.0312.04(b), each Borrower agrees to pay additional amounts and to indemnify each Lender Bank in the manner set forth in Section 5.04(a1.10, 2.06 or 4.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date date of this Agreement in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes; provided, however, such Bank shall provide to Borrower and the Administrative Agent any reasonably available applicable Internal Revenue Service tax form (reasonably similar in its simplicity and lack of detail to Internal Revenue Service Form 1001) necessary or appropriate for the exemption or reduction in the rate of such U.S. federal withholding tax. (c) Each Lender shall use reasonable efforts (consistent with legal and regulatory restrictions and subject to overall policy considerations of such Lender) to file any certificate or document or to furnish any information as reasonably requested by the U.S. Borrower pursuant to any applicable treaty, law or regulation if the making of such filing or the furnishing of such information would avoid the need for or reduce the amount of any additional amounts payable by the respective Borrower and would not, in the sole discretion of such Lender, be disadvantageous to such Lender. (d) Nothing in this Section 5.04 shall require any Lender (or any Eligible Transferee) or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary, in its sole discretion). (e) Subject to the last sentence The provisions of this Section 5.04, if any Canadian Lender (a) is not resident in Canada for the purpose of Income Tax Act (Canada), or (b) is not an authorized foreign bank which at all times holds all of its interest in any Canadian Obligations in the course of its Canadian banking business for purposes of subsection 212(13.3) of the Income Tax Act (Canada), or (c) is not otherwise exempt from being 4.04 shall be subject to deduction or withholding of income or similar Taxes imposed by Canada (or any political subdivision or taxing authority thereof or thereinSection 1.12(b) (“Canadian Taxes”) on the basis established to the satisfaction of the Canadian Revolving Loan Borrowers and the Administrative Agent based on Applicable Law in effect on the Effective Date (or such later date on which it becomes a Canadian Lender) with respect to any payments to such Lender of interest, fees, commissions, or any other amount payable by any Canadian Revolving Loan Borrower under the Credit Documents: (i) the Canadian Revolving Loan Borrowers shall be entitled, to the extent that they are required to do so by Applicable Law, to deduct or withhold Canadian Taxes from interest, fees, commissions or other amounts payable under this Agreement for the account of such Canadian Lender; and (ii) the Canadian Revolving Loan Borrowers shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to such Canadian Lender in respect of Canadian Taxes. Notwithstanding anything to the contrary contained in this Section 5.04, the Canadian Revolving Loan Borrowers agree to pay any additional amounts and to indemnify the applicable Canadian Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any incremental Canadian Taxes deducted or withheld by it as described in the immediately preceding sentence following (I) any changes after the Effective Date (or after the date such Lender became a Canadian Lender, as applicable) in any applicable law, or in the interpretation thereof, relating to the deducting or withholding of such Canadian Taxes to the extent, and only to the extent, that the obligation to pay such incremental Canadian Taxes arises as a consequence of such change in applicable law or (II) any Sharing Event).

Net Payments. (a) All payments made by any the Borrower hereunder or under any Revolving Note or other Credit Document will be made without setoff, counterclaim or other defense. Except as provided in Sections 5.04(b) and (cSection 4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (or by any political subdivision or taxing authority thereof or therein therein) with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income or net profits of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which it is resident or the jurisdiction in which the principal office or applicable lending office or other permanent establishment of such Lender is located (or any subdivision or taxing authority thereof or therein)) and all interest, penalties or similar liabilities with respect thereto to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “"Taxes”"). If any Taxes are so levied or imposed, subject to Section 5.04(b), the respective Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any Revolving Note or other Credit DocumentNote, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Revolving Note or other Credit DocumentNote. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, subject to Section 5.04(b), the respective Borrower agrees to reimburse each Lender, upon the written request of such Lender, for the net additional amount of taxes imposed on or measured by the net income or net profits of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located (or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office therein or applicable lending office of such Lender is located thereof) and for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender in respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. The respective Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the respective Borrower. Each The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender and any liability (including penalties, interest and expenses) arising from or with respect to such Taxes whether or not they were correctly or legally assertedLender. (b) Each Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for Federal income tax purposes agrees to deliver to the U.S. Borrower and the Administrative Agent on or prior to the Effective Date, or in the case of any such a Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Sub-Commitments only) that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.14 1.13 or 14.03 12.04 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI 4224 or Form W-8BEN 1001 (or successor forms) certifying to such Lender’s 's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Revolving Note, Note or (ii) if such the Lender is not a “"bank” " within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI 1001 or Form W-8BEN 4224 pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a “"Section 5.04(b)(ii) 4.04 Certificate”") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN W-8 (or successor form) certifying to such Lender’s 's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Revolving Note. In addition, each such Lender agrees that that, from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the U.S. Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI 4224 or Form W-8BEN1001, or Form W-8 and a Section 5.04(b)(ii) 4.04 Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Revolving Note, or it shall immediately notify the U.S. Borrower and the Administrative Agent of its inability to deliver any such form Form or certificate Certificate in which case such Lender shall not be required to deliver any such form Form or certificate Certificate pursuant to this Section 5.04(b4.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a4.04(a), but subject to Section 14.03 12.04(b) and the immediately succeeding sentence, (x) each the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the U.S. Borrower U.S. Internal Revenue Service forms Forms that establish a complete exemption from such deduction or withholding and (y) the Borrowers Borrower shall not be obligated pursuant to Section 5.04(a4.04(a) hereof to gross-up payments to be made to a any such Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the U.S. Borrower the Internal Revenue Service Forms required to be provided by it to the U.S. Borrower pursuant to this Section 5.04(b4.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) of the last sentence of this Section 4.04(b) above, to the extent that such forms Forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the immediately preceding sentence or elsewhere in this Section 5.04 (other than clause (e) below) 4.04 and except as set forth in Section 14.0312.04(b), each the Borrower agrees to pay additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a4.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts Taxes deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar such Taxes. (c) Each Lender shall use reasonable efforts (consistent with legal and regulatory restrictions and subject to overall policy considerations of such Lender) to file any certificate or document or to furnish any information as reasonably requested by the U.S. Borrower pursuant to any applicable treaty, law or regulation if the making of such filing or the furnishing of such information would avoid the need for or reduce the amount of any additional amounts payable by the respective Borrower and would not, in the sole discretion of such Lender, be disadvantageous to such Lender. (d) Nothing in this Section 5.04 shall require any Lender (or any Eligible Transferee) or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary, in its sole discretion). (e) Subject to the last sentence of this Section 5.04, if any Canadian Lender (a) is not resident in Canada for the purpose of Income Tax Act (Canada), or (b) is not an authorized foreign bank which at all times holds all of its interest in any Canadian Obligations in the course of its Canadian banking business for purposes of subsection 212(13.3) of the Income Tax Act (Canada), or (c) is not otherwise exempt from being subject to deduction or withholding of income or similar Taxes imposed by Canada (or any political subdivision or taxing authority thereof or therein) (“Canadian Taxes”) on the basis established to the satisfaction of the Canadian Revolving Loan Borrowers and the Administrative Agent based on Applicable Law in effect on the Effective Date (or such later date on which it becomes a Canadian Lender) with respect to any payments to such Lender of interest, fees, commissions, or any other amount payable by any Canadian Revolving Loan Borrower under the Credit Documents: (i) the Canadian Revolving Loan Borrowers shall be entitled, to the extent that they are required to do so by Applicable Law, to deduct or withhold Canadian Taxes from interest, fees, commissions or other amounts payable under this Agreement for the account of such Canadian Lender; and (ii) the Canadian Revolving Loan Borrowers shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to such Canadian Lender in respect of Canadian Taxes. Notwithstanding anything to the contrary contained in this Section 5.04, the Canadian Revolving Loan Borrowers agree to pay any additional amounts and to indemnify the applicable Canadian Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any incremental Canadian Taxes deducted or withheld by it as described in the immediately preceding sentence following (I) any changes after the Effective Date (or after the date such Lender became a Canadian Lender, as applicable) in any applicable law, or in the interpretation thereof, relating to the deducting or withholding of such Canadian Taxes to the extent, and only to the extent, that the obligation to pay such incremental Canadian Taxes arises as a consequence of such change in applicable law or (II) any Sharing Event.

Net Payments. (a) (i) All payments made by any Borrower hereunder or the Borrowers hereunder, under any Revolving Note or any other Credit Document (including, without limitation, the Guaranties and the guaranty to be provided by Genlyte Group as contemplated by Article 14), will be made without setoff, counterclaim or other defense. Except as provided in Sections 5.04(b) and (c), all All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature nature, other that Excluded Taxes, now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income or profits of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which it is resident or the jurisdiction in which the principal office or applicable lending office or other permanent establishment of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto to the taxes, levies imposts, duties, fees, assessments or other charges described in this section 7.4(a)(i) that are not Excluded Taxes (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges that are not Excluded Taxes, and all such interest, penalties or similar liabilities with respect thereto being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, subject the Borrowers agree to Section 5.04(b)pay, the respective Borrower agrees to pay and indemnify each Lender in respect of, the full amount of such Taxes, Taxes and such additional amounts (other than in respect of Excluded Taxes) as may be necessary so that every payment by it of all amounts due hereunder, under this Agreement any Note or under any Revolving Note or other Credit Document, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Revolving Note or in such other Credit Document. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, subject to Section 5.04(b), the respective Borrower agrees to reimburse each Lender, upon the written request of such Lender, for the net additional amount of taxes imposed on or measured by the net income or profits of such Lender pursuant to the laws of the jurisdiction in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender in respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. The respective Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the respective Borrower. Each Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender and any liability (including penalties, interest and expenses) arising from or with respect to such Taxes whether or not they were correctly or legally asserted. (b) Each Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) agrees to deliver to the U.S. Borrower and the Administrative Agent on or prior to the Effective Date, or in the case of any such Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Sub-Commitments only) that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.14 or 14.03 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (or successor forms) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Revolving Note, or (ii) if such Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a “Section 5.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Revolving Note. In addition, each such Lender agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the U.S. Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN, or Form W-8 and a Section 5.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Revolving Note, or it shall immediately notify the U.S. Borrower and the Administrative Agent of its inability to deliver any such form or certificate in which case such Lender shall not be required to deliver any such form or certificate pursuant to this Section 5.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a), but subject to Section 14.03 and the immediately succeeding sentence, (x) each Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the U.S. Borrower U.S. Internal Revenue Service forms that establish a complete exemption from such deduction or withholding and (y) the Borrowers shall not be obligated pursuant to Section 5.04(a) hereof to gross-up payments to be made to a Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the U.S. Borrower the Internal Revenue Service Forms required to be provided by it to the U.S. Borrower pursuant to this Section 5.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the immediately preceding sentence or elsewhere in this Section 5.04 (other than clause (e) below) and except as set forth in Section 14.03, each Borrower agrees to pay additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender shall use reasonable efforts (consistent with legal and regulatory restrictions and subject to overall policy considerations of such Lender) to file any certificate or document or to furnish any information as reasonably requested by the U.S. Borrower pursuant to any applicable treaty, law or regulation if the making of such filing or the furnishing of such information would avoid the need for or reduce the amount of any additional amounts payable by the respective Borrower and would not, in the sole discretion of such Lender, be disadvantageous to such Lender. (d) Nothing in this Section 5.04 shall require any Lender (or any Eligible Transferee) or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary, in its sole discretion). (e) Subject to the last sentence of this Section 5.04, if any Canadian Lender (a) is not resident in Canada for the purpose of Income Tax Act (Canada), or (b) is not an authorized foreign bank which at all times holds all of its interest in any Canadian Obligations in the course of its Canadian banking business for purposes of subsection 212(13.3) of the Income Tax Act (Canada), or (c) is not otherwise exempt from being subject to deduction or withholding of income or similar Taxes imposed by Canada (or any political subdivision or taxing authority thereof or therein) (“Canadian Taxes”) on the basis established to the satisfaction of the Canadian Revolving Loan Borrowers and the Administrative Agent based on Applicable Law in effect on the Effective Date (or such later date on which it becomes a Canadian Lender) with respect to any payments to such Lender of interest, fees, commissions, or any other amount payable by any Canadian Revolving Loan Borrower under the Credit Documents: (i) the Canadian Revolving Loan Borrowers shall be entitled, to the extent that they are required to do so by Applicable Law, to deduct or withhold Canadian Taxes from interest, fees, commissions or other amounts payable under this Agreement for the account of such Canadian Lender; and (ii) the Canadian Revolving Loan Borrowers shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to such Canadian Lender in respect of Canadian Taxes. Notwithstanding anything to the contrary contained in this Section 5.04, the Canadian Revolving Loan Borrowers agree to pay any additional amounts and to indemnify the applicable Canadian Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any incremental Canadian Taxes deducted or withheld by it as described in the immediately preceding sentence following (I) any changes after the Effective Date (or after the date such Lender became a Canadian Lender, as applicable) in any applicable law, or in the interpretation thereof, relating to the deducting or withholding of such Canadian Taxes to the extent, and only to the extent, that the obligation to pay such incremental Canadian Taxes arises as a consequence of such change in applicable law or (II) any Sharing Event.

Net Payments. (a) All payments made by any the Borrower hereunder or ------------ hereunder, under any Revolving Note or any other Credit Document Document, will be made without setoff, counterclaim or other defense. Except as provided for in Sections 5.04(b) and (cSection 4.4(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income (or profits any franchise tax based on net income) of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which it is resident or the jurisdiction in which the principal office or applicable lending office or other permanent establishment of such Lender is located (or any political subdivision or taxing authority thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, subject to Section 5.04(b), the respective Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any Revolving Note or other Credit Document, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Revolving Note or other Credit Document. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, subject to Section 5.04(b), the respective Borrower agrees to reimburse each Lender, upon the written request of such Lender, for the net additional amount of taxes imposed on or measured by the net income or profits of which such Lender pursuant to the laws of the jurisdiction is organized or in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office or applicable lending office of such Lender is located) and all interest, penalties or similar liabilities with respect thereto (collectively, "Taxes"). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes and such additional amounts as may be necessary so that every payment of all amounts due hereunder, under any Note or under any other Credit Document, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Note or in such other Credit Document. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the Borrower shall also reimburse each Lender, upon the written request of such Lender, for taxes imposed on or measured by the net income of such Lender pursuant to the laws of the jurisdiction in which the principal office or applicable lending office of such Lender is located or of any political subdivision or taxing authority of any such jurisdiction and for any withholding of income or similar taxes imposed by the United States of America as such Lender shall determine are payable by, or withheld from, such Lender in respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts Taxes paid to or on behalf of such Lender pursuant to this or the preceding sentence. The respective Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes Taxes, or any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the respective Borrower. Each The Borrower agrees to will indemnify and hold harmless the Agent and each Lender, and reimburse the Agent or such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid or withheld by such Lender and any liability (including penalties, interest and expenses) arising from or with respect to such Taxes whether or not they were correctly or legally assertedLender. (b) Each Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) agrees to deliver to the U.S. Borrower and the Administrative Agent (i) on or prior to the Effective Date, Additional Borrowing Date (or in the case of any such a Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Sub-Commitments only) that is an assignee assignee, transferee or transferee participant of an interest under this Agreement pursuant to Section 2.14 or 14.03 12.4 hereof (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), ) on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI 4224 or Form W-8BEN 1001 (or successor forms) certifying to such Lender’s 's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Revolving NoteNote and under any other Credit Document, or (ii) if such the Lender is not a “"bank” " within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI 1001 or Form W-8BEN 4224 pursuant to clause (i) above, (x) a certificate substantially in on or prior to the form of Exhibit D (any such certificate, a “Section 5.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN Additional Borrowing Date (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Revolving Note. In addition, each such Lender agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the U.S. Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN, or Form W-8 and a Section 5.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Revolving Note, or it shall immediately notify the U.S. Borrower and the Administrative Agent of its inability to deliver any such form or certificate in which case such Lender shall not be required to deliver any such form or certificate pursuant to this Section 5.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a), but subject to Section 14.03 and the immediately succeeding sentence, (x) each Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the U.S. Borrower U.S. Internal Revenue Service forms that establish a complete exemption from such deduction or withholding and (y) the Borrowers shall not be obligated pursuant to Section 5.04(a) hereof to gross-up payments to be made to a Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the U.S. Borrower the Internal Revenue Service Forms required to be provided by it to the U.S. Borrower pursuant to this Section 5.04(b) or (II) in the case of a paymentLender that is an assignee, other than interesttransferee or participant of an interest under this Agreement pursuant to Section 12.4 hereof, to a Lender described in clause (ii) above, to on the extent that such forms do not establish a complete exemption from withholding date of such taxes. Notwithstanding anything to the contrary contained in the immediately preceding sentence assignment, transfer or elsewhere in this Section 5.04 (other than clause (e) below) and except as set forth in Section 14.03, each Borrower agrees to pay additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender shall use reasonable efforts (consistent with legal and regulatory restrictions and subject to overall policy considerations of such Lender) to file any certificate or document or to furnish any information as reasonably requested by the U.S. Borrower pursuant to any applicable treaty, law or regulation if the making of such filing or the furnishing of such information would avoid the need for or reduce the amount of any additional amounts payable by the respective Borrower and would not, in the sole discretion of such Lender, be disadvantageous participation to such Lender. (d) Nothing in this Section 5.04 shall require any Lender (or any Eligible Transferee) or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary, in its sole discretion). (e) Subject to the last sentence of this Section 5.04, if any Canadian Lender (a) is not resident in Canada for the purpose of Income Tax Act (Canada), or (b) is not an authorized foreign bank which at all times holds all of its interest in any Canadian Obligations in the course of its Canadian banking business for purposes of subsection 212(13.3) of the Income Tax Act (Canada), or (c) is not otherwise exempt from being subject to deduction or withholding of income or similar Taxes imposed by Canada (or any political subdivision or taxing authority thereof or therein) (“Canadian Taxes”) on the basis established to the satisfaction of the Canadian Revolving Loan Borrowers and the Administrative Agent based on Applicable Law in effect on the Effective Date (or such later date on which it becomes a Canadian Lender) with respect to any payments to such Lender of interest, fees, commissions, or any other amount payable by any Canadian Revolving Loan Borrower under the Credit Documents: (i) the Canadian Revolving Loan Borrowers shall be entitled, to the extent that they are required to do so by Applicable Law, to deduct or withhold Canadian Taxes from interest, fees, commissions or other amounts payable under this Agreement for the account of such Canadian Lender; and (ii) the Canadian Revolving Loan Borrowers shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to such Canadian Lender in respect of Canadian Taxes. Notwithstanding anything to the contrary contained in this Section 5.04, the Canadian Revolving Loan Borrowers agree to pay any additional amounts and to indemnify the applicable Canadian Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any incremental Canadian Taxes deducted or withheld by it as described in the immediately preceding sentence following (I) any changes after the Effective Date (or after the date such Lender became a Canadian Lender, as applicable) in any applicable law, or in the interpretation thereof, relating to the deducting or withholding of such Canadian Taxes to the extent, and only to the extent, that the obligation to pay such incremental Canadian Taxes arises as a consequence of such change in applicable law or (II) any Sharing Event.

Net Payments. (a) All Subject to the following sentence, all payments made by or on behalf of the Borrower under this Agreement or any Borrower hereunder or under any Revolving Note or other Credit Document will be made without setoff, counterclaim or other defense. Except as provided in Sections 5.04(b) and (c), all such payments will shall be made free and clear of, and without deduction or withholding forfor or on account of, any present current or future income, stamp or other taxes, levies, imposts, duties, charges, fees, assessments deductions or other charges of whatever nature withholdings, now or hereafter imposed imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding (i) net income taxes, branch profits taxes, and franchise taxes (imposed in lieu of net income taxes) and capital taxes imposed on the Administrative Agent or any Lender and (ii) any taxes imposed on the Administrative Agent or any Lender as a result of a current or former connection between the Administrative Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or by any political subdivision or taxing authority thereof or therein with respect to (other than any such payments (but excluding, except as provided in connection arising solely from the second succeeding sentence, any tax imposed on Administrative Agent or measured by the net income or profits of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which it is resident or the jurisdiction in which the principal office or applicable lending office or other permanent establishment of such Lender is located having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement). If any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, charges, fees, assessments deductions or other charges being referred to collectively as withholdings (“Non-Excluded Taxes”). If ) are required to be withheld from any Taxes are so levied or imposed, subject to Section 5.04(b)amounts payable under this Agreement, the respective Borrower agrees shall increase the amounts payable to pay the full amount of Administrative Agent or such Taxes, and Lender to the extent necessary to yield to the Administrative Agent or such additional amounts as may be necessary so that every Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts due under payable hereunder at the rates or in the amounts specified in this Agreement or under any Revolving Note or other Credit DocumentAgreement; provided, after withholding or deduction for or on account of any Taxeshowever, will that the Borrower shall not be less than the amount provided for herein or in required to increase any such Revolving Note or other Credit Document. If amounts payable to any amounts are payable in respect of Taxes pursuant to the preceding sentence, subject to Section 5.04(b), the respective Borrower agrees to reimburse each Lender, upon the written request of such Lender, for the net additional amount of taxes imposed on or measured by the net income or profits of such Lender pursuant to that is not organized under the laws of the jurisdiction in which the principal office United States of America or applicable lending office of a state thereof (a “Non-U.S. Lender”) if such Lender is located or under fails to comply with the laws requirements of paragraph (b) of this Section 5.4. Whenever any political subdivision or taxing authority of any such jurisdiction in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall determine Non-Excluded Taxes are payable byby the Borrower, or withheld from, such Lender in respect of such amounts so paid to or on behalf of such Lender pursuant to as promptly as possible thereafter the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. The respective Borrower will furnish shall send to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the respective Borrower. Each Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon for its written request, own account or for the amount of any Taxes so levied or imposed and paid by such Lender and any liability (including penalties, interest and expenses) arising from or with respect to such Taxes whether or not they were correctly or legally asserted. (b) Each Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) agrees to deliver to the U.S. Borrower and the Administrative Agent on or prior to the Effective Date, or in the case of any such Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Sub-Commitments only) that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.14 or 14.03 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date account of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (or successor forms) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Revolving Note, or (ii) if such Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a “Section 5.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Revolving Note. In addition, each such Lender agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the U.S. Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN, or Form W-8 and a Section 5.04(b)(ii) Certificate, as the case may be, and a certified copy of an original official receipt (or other evidence acceptable to such other forms as may be required in order to confirm or establish Lender, acting reasonably) received by the entitlement of Borrower showing payment thereof. If Non-Excluded Taxes are paid by any Lender, the Borrower shall indemnify such Lender for such Non-Excluded Taxes (including penalties, interest and reasonable expenses), whether or not such Non-Excluded Taxes are correctly or legally asserted; provided, however, that the Borrower shall not be obligated to a continued exemption indemnify any Lender for any interest, penalties or expenses arising from the indemnitee’s gross negligence or reduction willful misconduct. The agreements in United States withholding tax with respect to payments under this Section 5.4(a) shall survive the termination of this Agreement and any Revolving Note, or it shall immediately notify the payment of the Loans and all other amounts payable hereunder. (b) Each Non-U.S. Lender shall: (i) deliver to the Borrower and the Administrative Agent two copies of its inability either (x) in the case of Non-U.S. Lender claiming exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, United States Internal Revenue Service Form W-8BEN (together with a certificate representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code)), or (y) Internal Revenue Service Form W-8BEN or Form W-8ECI, in each case properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or reduced rate of, U.S. Federal withholding tax on payments by the Borrower under this Agreement; (ii) deliver to the Borrower and the Administrative Agent two further copies of any such form or certificate certification (or any applicable successor form) on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower; and (iii) obtain such extensions of time for filing and complete such forms or certifications as may reasonably be requested by the Borrower or the Administrative Agent; unless in any such case any change in treaty, law or regulation has occurred prior to the date on which case any such delivery would otherwise be required that renders any such form inapplicable or would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender so advises the Borrower and the Administrative Agent. Each Person that shall become a Participant pursuant to Section 13.6 or a Lender pursuant to Section 13.6 shall, upon the effectiveness of the related transfer, be required to provide all the forms and statements required pursuant to this Section 5.4(b), provided that in the case of a Participant such Participant shall furnish all such required forms and statements to the Lender from which the related participation shall have been purchased. (c) The Borrower shall not be required to deliver indemnify any such form Non-U.S. Lender, or certificate to pay any additional amounts to any Non-U.S. Lender, in respect of U.S. Federal withholding tax pursuant to this Section 5.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a), but subject to Section 14.03 and the immediately succeeding sentence, paragraph (xa) each Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes above to the extent that such Lender has not provided to the U.S. Borrower U.S. Internal Revenue Service forms that establish a complete exemption from such deduction or withholding and (yi) the Borrowers shall not be obligated pursuant obligation to Section 5.04(a) hereof withhold amounts with respect to grossU.S. Federal withholding tax existed on the date such Non-up payments to be made to U.S. Lender became a Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the U.S. Borrower the Internal Revenue Service Forms required to be provided by it to the U.S. Borrower pursuant party to this Section 5.04(b) or Agreement (II) or, in the case of a paymentParticipant that is not organized under the laws of the United States of America or a state thereof (a “Non-U.S. Participant”), other than intereston the date such Non-U.S. Participant became a Participant hereunder); provided, to a Lender described in however, that this clause (iii) above, shall not apply to the extent that such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to (x) the contrary contained in the immediately preceding sentence indemnity payments or elsewhere in this Section 5.04 (other than clause (e) below) and except as set forth in Section 14.03, each Borrower agrees to pay additional amounts and any Lender (or Participant) would be entitled to indemnify each Lender in the manner set forth in Section 5.04(a) receive (without regard to this clause (i)) do not exceed the identity of indemnity payment or additional amounts that the jurisdiction requiring person making the deduction assignment, participation or withholdingtransfer to such Lender (or Participant) in respect of any amounts deducted or withheld by it as described would have been entitled to receive in the immediately preceding sentence as a result absence of any changes that are effective after the Effective Date in any applicable lawsuch assignment, treaty, governmental rule, regulation, guideline participation or ordertransfer, or in the interpretation thereof(y) such assignment, relating to the deducting participation or withholding of income or similar Taxes. (c) Each Lender shall use reasonable efforts (consistent with legal and regulatory restrictions and subject to overall policy considerations of such Lender) to file any certificate or document or to furnish any information as reasonably transfer had been requested by the Borrower or, (ii) the obligation to pay such additional amounts would not have arisen but for a failure by such Non-U.S. Borrower Lender or Non-U.S. Participant to comply with the provisions of paragraph (b) above or (iii) any of the representations or certifications made by a Non-U.S. Lender or Non-U.S. Participant pursuant to paragraph (b) above are incorrect at the time a payment hereunder is made, other than by reason of any applicable change in treaty, law or regulation if having effect after the making of date such filing representations or the furnishing of such information would avoid the need for or reduce the amount of any additional amounts payable by the respective Borrower and would not, in the sole discretion of such Lender, be disadvantageous to such Lendercertifications were made. (d) Nothing If the Borrower determines in this Section 5.04 good faith that a reasonable basis exists for contesting any taxes for which indemnification has been demanded hereunder, the relevant Lender or the Administrative Agent, as applicable, shall require cooperate with such Borrower in challenging such taxes at Borrower’s expense if so requested by Borrower. If any Lender (or any Eligible Transferee) or the Administrative Agent receives a refund of a tax for which a payment has been made by the Borrower pursuant to make this Agreement, which refund in the good faith judgment of such Lender or the Administrative Agent, as the case may be, is attributable to such payment made by such Borrower, then such Lender or the Administrative Agent, as the case may be, shall reimburse the Borrower for such amount (together with any interest received thereon) as such Lender or the Administrative Agent, as the case may be, reasonably determines to be the proportion of the refund as will leave it, after such reimbursement, in no better or worse position than it would have been in if the payment had not been required. Any Lender or the Administrative Agent shall claim any refund that it determines is available to it, unless it concludes in its reasonable discretion that it would be adversely affected by making such a claim. Neither any of Lender nor the Administrative Agent shall be obliged to disclose any information regarding its tax returns affairs or computations to the Borrower in connection with this paragraph (d) or any other information that it deems to be confidential or proprietary, in its sole discretion)provision of this Section 5.4. (e) Subject to Each Lender represents and agrees that, on the last sentence of this Section 5.04, if any Canadian Lender (a) is not resident in Canada for the purpose of Income Tax Act (Canada), or (b) is not an authorized foreign bank which date hereof and at all times holds all during the term of its interest this Agreement, it is not and will not be a conduit entity participating in any Canadian Obligations a conduit financing arrangement (as defined in the course of its Canadian banking business for purposes of subsection 212(13.3Section 7701(1) of the Income Tax Act (Canada), or (c) is not otherwise exempt from being subject to deduction or withholding of income or similar Taxes imposed by Canada (or any political subdivision or taxing authority thereof or therein) (“Canadian Taxes”) on the basis established to the satisfaction of the Canadian Revolving Loan Borrowers Code and the Administrative Agent based on Applicable Law in effect on the Effective Date (or such later date on which it becomes a Canadian Lenderregulations thereunder) with respect to any payments the Borrowings hereunder unless the Borrower has consented to such Lender of interest, fees, commissions, or any other amount payable by any Canadian Revolving Loan Borrower under the Credit Documents: (i) the Canadian Revolving Loan Borrowers shall be entitled, to the extent that they are required to do so by Applicable Law, to deduct or withhold Canadian Taxes from interest, fees, commissions or other amounts payable under this Agreement for the account of such Canadian Lender; and (ii) the Canadian Revolving Loan Borrowers shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to such Canadian Lender in respect of Canadian Taxes. Notwithstanding anything to the contrary contained in this Section 5.04, the Canadian Revolving Loan Borrowers agree to pay any additional amounts and to indemnify the applicable Canadian Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any incremental Canadian Taxes deducted or withheld by it as described in the immediately preceding sentence following (I) any changes after the Effective Date (or after the date such Lender became a Canadian Lender, as applicable) in any applicable law, or in the interpretation thereof, relating to the deducting or withholding of such Canadian Taxes to the extent, and only to the extent, that the obligation to pay such incremental Canadian Taxes arises as a consequence of such change in applicable law or (II) any Sharing Eventarrangement prior thereto.

Net Payments. (a) All payments made to the Banks and National City, as the Agent, by AeroCentury hereunder, under any Borrower hereunder Note or under any Revolving Note or other Credit Loan Document will be made without setoffset off, counterclaim or other defense. Except as provided in Sections 5.04(b) and (c), all All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentencebelow, any tax imposed on or measured by the gross or net income or profits of a Lender Bank (including all interest, penalties or similar liabilities related thereto) pursuant to the laws of the jurisdiction in which it is organized United States of America or any political subdivision thereof, or taxing authority of the jurisdiction in which it is resident United States of America or the jurisdiction any political subdivision thereof, in which the principal office or applicable lending office or other permanent establishment of such Lender Bank is located or any subdivision thereof or therein) located), and all interest, penalties or similar liabilities with respect thereto (all collectively, together with any amounts payable pursuant to the next sentence, "Taxes"). AeroCentury shall also reimburse each Bank, upon the written request of such non-excluded taxesBank, leviesfor Taxes imposed on or measured by the gross or net income of such Bank pursuant to the laws of the United States of America (or any State or political subdivision thereof), imposts, duties, fees, assessments or other charges being referred the jurisdiction (or any political subdivision or taxing authority thereof) in which the principal office or applicable lending office of such Bank is located as such Bank shall determine are payable by such Bank due to collectively as “Taxes”)the amount of Taxes paid to or on behalf of such Bank pursuant to this or the preceding sentence. If any Taxes are so levied or imposed, subject to Section 5.04(b), the respective Borrower AeroCentury agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due hereunder, under this Agreement any Note or under any Revolving Note or other Credit Loan Document, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Revolving Note or other Credit DocumentNote. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, subject to Section 5.04(b), the respective Borrower agrees to reimburse each Lender, upon the written request of such Lender, for the net additional amount of taxes imposed on or measured by the net income or profits of such Lender pursuant to the laws of the jurisdiction in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender in respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. The respective Borrower AeroCentury will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law National City upon request certified copies of tax receipts evidencing such payment by the respective BorrowerAeroCentury. Each Borrower agrees to AeroCentury will indemnify and hold harmless National City and each LenderBank, and reimburse National City or such Lender Bank upon its written request, for the amount of any Taxes so levied or imposed and paid or withheld by such Lender and any liability (including penalties, interest and expenses) arising from or with respect to such Taxes whether or not they were correctly or legally asserted. (b) Each Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) agrees to deliver to the U.S. Borrower and the Administrative Agent on or prior to the Effective Date, or in the case of any such Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Sub-Commitments only) that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.14 or 14.03 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (or successor forms) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Revolving Note, or (ii) if such Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a “Section 5.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Revolving Note. In addition, each such Lender agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the U.S. Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN, or Form W-8 and a Section 5.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Revolving Note, or it shall immediately notify the U.S. Borrower and the Administrative Agent of its inability to deliver any such form or certificate in which case such Lender shall not be required to deliver any such form or certificate pursuant to this Section 5.04(b)Bank. Notwithstanding anything to the contrary contained in Section 5.04(a)preceding paragraph, but subject to Section 14.03 and the immediately succeeding sentence, (x) each Borrower AeroCentury shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes Taxes imposed by the United States of America (or any political subdivision or taxing authority thereof or thereinthereof) from interest, fees or other amounts payable hereunder for the account of any Lender (Person other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments onlya Bank (x) which that is not a United States person domestic corporation (as such term is defined in Section 7701(a)(30) 7701 of the Code) for U.S. Federal federal income tax purposes (but excluding any foreign office of any Bank) or (y) that has necessary forms on file with AeroCentury for the applicable year to the extent that such Lender has not provided to the U.S. Borrower U.S. Internal Revenue Service forms that establish a complete exemption from such deduction or withholding and (y) the Borrowers shall not be obligated pursuant to Section 5.04(a) hereof to gross-up payments to be made to a Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the U.S. Borrower the Internal Revenue Service Forms required to be provided by it to the U.S. Borrower pursuant to this Section 5.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the immediately preceding sentence or elsewhere in this Section 5.04 (other than clause (e) below) and except as set forth in Section 14.03, each Borrower agrees to pay additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence Taxes is not required as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender shall use reasonable efforts (consistent with legal and regulatory restrictions and subject to overall policy considerations filing of such Lender) forms, provided that if AeroCentury shall so deduct or withhold any such Taxes, it shall provide a statement to file any certificate or document or to furnish any information as reasonably requested by the U.S. Borrower pursuant to any applicable treatyNational City and such Bank, law or regulation if the making of such filing or the furnishing of such information would avoid the need for or reduce setting forth the amount of any additional amounts payable by such Taxes so paid or withheld, the respective Borrower applicable rate and would not, in the sole discretion of such Lender, be disadvantageous to such Lender. (d) Nothing in this Section 5.04 shall require any Lender (or any Eligible Transferee) or the Administrative Agent to make available any of its tax returns (or any other information that it deems or documentation which such Bank may reasonably request for assisting such Bank to be confidential obtain any allowable credits or proprietary, in its sole discretion). (e) Subject to the last sentence of this Section 5.04, if any Canadian Lender (a) is not resident in Canada deductions for the purpose of Income Tax Act (Canada), or (b) is not an authorized foreign bank which at all times holds all of its interest in any Canadian Obligations in the course of its Canadian banking business for purposes of subsection 212(13.3) of the Income Tax Act (Canada), or (c) is not otherwise exempt from being subject to deduction or withholding of income or similar Taxes imposed by Canada (or any political subdivision or taxing authority thereof or therein) (“Canadian Taxes”) on the basis established to the satisfaction of the Canadian Revolving Loan Borrowers and the Administrative Agent based on Applicable Law in effect on the Effective Date (or such later date on which it becomes a Canadian Lender) with respect to any payments to such Lender of interest, fees, commissions, or any other amount payable by any Canadian Revolving Loan Borrower under the Credit Documents: (i) the Canadian Revolving Loan Borrowers shall be entitled, to the extent that they are required to do taxes so by Applicable Law, to deduct or withhold Canadian Taxes from interest, fees, commissions or other amounts payable under this Agreement for the account of such Canadian Lender; and (ii) the Canadian Revolving Loan Borrowers shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to such Canadian Lender in respect of Canadian Taxes. Notwithstanding anything to the contrary contained in this Section 5.04, the Canadian Revolving Loan Borrowers agree to pay any additional amounts and to indemnify the applicable Canadian Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any incremental Canadian Taxes deducted or withheld by it as described in the immediately preceding sentence following (I) any changes after the Effective Date (jurisdiction or after the date jurisdictions in which such Lender became a Canadian Lender, as applicable) in any applicable law, or in the interpretation thereof, relating Bank is subject to the deducting or withholding of such Canadian Taxes to the extent, and only to the extent, that the obligation to pay such incremental Canadian Taxes arises as a consequence of such change in applicable law or (II) any Sharing Eventtax.

Net Payments. (ai) All payments made by any the applicable Borrower hereunder or the Company under any Revolving Note or other Credit Document will this Agreement and/or the Notes shall be made without setoff, setoff or counterclaim or other defense. Except as provided in Sections 5.04(b) and (cunless, in the case of Competitive Bid Loans only, otherwise agreed to between the Borrower and the Bank making any such Competitive Bid Loan), in such amounts as may be necessary in order that all such payments will be made free and clear of, and without (after deduction or withholding for, for or on account of any present or future taxes, levies, imposts, duties, fees, assessments duties or other charges of whatever whatsoever nature now or hereafter imposed by any jurisdiction Governmental Authority, other than any tax on or measured by the net income of a Bank pursuant to the income tax laws of the United States or of the jurisdictions where such Bank's principal or Applicable Lending Office is located (collectively, "Taxes")) shall not be less than the amounts otherwise specified to be paid under this Agreement and/or the Notes. If the applicable Borrower or the Company is required by law to make any political subdivision deduction or taxing authority thereof or therein with respect withholding from any payment due hereunder, then the amount payable will be increased to such payments (but excludingamount which, except as provided after deduction from such increased amount of all amounts required to be deducted or withheld therefrom, will not be less than the amount otherwise due and payable. Without prejudice to the foregoing, if any Bank or the Administrative Agent is required to make any payment on account of Taxes, the Company will, upon notification by the Bank or the Administrative Agent promptly indemnify such person against such Taxes, together with any interest, penalties and expenses payable or incurred in connection therewith. The Company shall also reimburse each Bank, upon the second succeeding sentencewritten request of such Bank, any tax for taxes imposed on or measured by the net income or profits of a Lender such Bank pursuant to the laws of the jurisdiction in which it is organized United States of America, any State or the jurisdiction in which it is resident political subdivision thereof, or the jurisdiction in which the principal office or applicable lending office or other permanent establishment of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, subject to Section 5.04(b), the respective Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any Revolving Note or other Credit Document, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Revolving Note or other Credit Document. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, subject to Section 5.04(b), the respective Borrower agrees to reimburse each Lender, upon the written request of such Lender, for the net additional amount of taxes imposed on or measured by the net income or profits of such Lender pursuant to the laws of the jurisdiction in which the principal office or applicable lending office of such Lender Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender Bank shall determine are payable by, or withheld from, by such Lender Bank in respect of such amounts so Taxes paid to or on behalf of such Lender Bank pursuant to Section 2. For purposes of this Section, the preceding sentence term "Taxes" includes interest, penalties and expenses payable or incurred in connection therewith. A certificate as to any additional amounts payable to a Bank under this Section 2.10(f) submitted to the Company by such Bank shall, absent manifest error, be final, conclusive and binding for all purposes upon all parties hereto. With respect to each deduction or withholding for or on account of any amounts paid Taxes, the Company shall promptly furnish to or on behalf each Bank such certificates, receipts and other documents as may be required (in the judgment of such Lender pursuant Bank) to this sentence. The respective Borrower will furnish establish any tax credit to which such Bank may be entitled. (ii) Each Bank shall supply to the Administrative Agent Company, within 45 days a reasonable period after the date the payment of any Taxes is due pursuant to applicable law certified copies execution of tax receipts evidencing such payment by the respective Borrower. Each Borrower agrees to indemnify and hold harmless each Lenderthis Agreement, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender and any liability (including penalties, interest and expenses) arising from or with respect to such Taxes whether or not they were correctly or legally asserted. (b) Each Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) agrees to deliver to the U.S. Borrower and the Administrative Agent on or prior to the Effective Date, or in the case of any such Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Sub-Commitments only) that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.14 or 14.03 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed executed copies of Internal Revenue Service Form W-8ECI 4224 or Form W-8BEN 1001 (or successor forms) certifying which indicates that the respective Bank is entitled to such Lender’s entitlement as of such date to a complete exemption receive interest exempt from United States withholding tax with respect to payments to be made under this Agreement and under tax) or any Revolving Note, or (ii) if such Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a “Section 5.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Revolving Note. In addition, each such Lender agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the U.S. Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN, or Form W-8 and a Section 5.04(b)(ii) Certificate, as the case may beForms, and shall update such other forms Forms as may be required necessary in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Revolving Note, or it shall immediately notify the U.S. Borrower and the Administrative Agent of its inability to deliver any such form or certificate in which case such Lender shall not be required to deliver any such form or certificate pursuant to this Section 5.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a), but subject to Section 14.03 and the immediately succeeding sentence, (x) each Borrower shall be entitledretain their effectiveness, to the extent it each such Bank is required legally entitled to do so execute and deliver either of such Forms. (iii) With respect to any Taxes which are paid by lawany Borrower in accordance with the provisions of this Section 2.10(f), each Bank receiving the benefits of such payments of Taxes hereby agrees to deduct or withhold income or similar taxes imposed by the United States (or pay to such Borrower any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) refunded to such Bank which is not a United States person (as such term is defined Bank determines in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the U.S. Borrower U.S. Internal Revenue Service forms that establish a complete exemption from such deduction or withholding and (y) the Borrowers shall not be obligated pursuant to Section 5.04(a) hereof to gross-up payments its sole discretion to be made to a Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) refund in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the U.S. Borrower the Internal Revenue Service Forms required to be provided by it to the U.S. Borrower pursuant to this Section 5.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the immediately preceding sentence or elsewhere in this Section 5.04 (other than clause (e) below) and except as set forth in Section 14.03, each Borrower agrees to pay additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender shall use reasonable efforts (consistent with legal and regulatory restrictions and subject to overall policy considerations of such Lender) to file any certificate or document or to furnish any information as reasonably requested by the U.S. Borrower pursuant to any applicable treaty, law or regulation if the making of such filing or the furnishing of such information would avoid the need for or reduce the amount of any additional amounts payable by the respective Borrower and would not, in the sole discretion of such Lender, be disadvantageous to such Lender. (d) Nothing in this Section 5.04 shall require any Lender (or any Eligible Transferee) or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary, in its sole discretion). (e) Subject to the last sentence of this Section 5.04, if any Canadian Lender (a) is not resident in Canada for the purpose of Income Tax Act (Canada), or (b) is not an authorized foreign bank which at all times holds all of its interest in any Canadian Obligations in the course of its Canadian banking business for purposes of subsection 212(13.3) of the Income Tax Act (Canada), or (c) is not otherwise exempt from being subject to deduction or withholding of income or similar Taxes imposed by Canada (or any political subdivision or taxing authority thereof or therein) (“Canadian Taxes”) on the basis established to the satisfaction of the Canadian Revolving Loan Borrowers and the Administrative Agent based on Applicable Law in effect on the Effective Date (or such later date on which it becomes a Canadian Lender) with respect to any payments to such Lender of interest, fees, commissions, or any other amount payable by any Canadian Revolving Loan Borrower under the Credit Documents: (i) the Canadian Revolving Loan Borrowers shall be entitled, to the extent that they are required to do so by Applicable Law, to deduct or withhold Canadian Taxes from interest, fees, commissions or other amounts payable under this Agreement for the account of such Canadian Lender; and (ii) the Canadian Revolving Loan Borrowers shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to such Canadian Lender in respect of Canadian Taxes. Notwithstanding anything to the contrary contained in this Section 5.04, the Canadian Revolving Loan Borrowers agree to pay any additional amounts and to indemnify the applicable Canadian Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any incremental Canadian Taxes deducted or withheld by it as described in the immediately preceding sentence following (I) any changes after the Effective Date (or after the date such Lender became a Canadian Lender, as applicable) in any applicable law, or in the interpretation thereof, relating to the deducting or withholding of such Canadian Taxes to the extent, and only to the extent, that the obligation to pay such incremental Canadian Taxes arises as a consequence of such change in applicable law or (II) any Sharing Event.

Net Payments. (a) All payments made by Borrower or any Borrower Guarantor hereunder or under any Revolving Note or other Credit Document any Guarantee will be made without setoff, counterclaim or other defense. Except as provided in Sections 5.04(b) and (cSection 5.06(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature Taxes now or hereafter imposed by any jurisdiction Governmental Authority or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, excluding any tax imposed on or measured by the net income or profits of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which it is resident or the jurisdiction in which the principal office or applicable lending office or other permanent establishment of such Lender is located or any subdivision thereof or thereinExcluded Tax) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or Taxes (other charges than Excluded Taxes) being referred to collectively as “Taxes”"COVERED TAXES"). If any Covered Taxes are so levied or imposed, subject to Section 5.04(b)Borrower and each Guarantor, as the respective Borrower case may be, agrees (on a joint and several basis for the Guarantors) to pay the full amount of such Covered Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement Agreement, the Guarantees or under any Revolving Note or other Credit DocumentNote, after withholding or deduction for or on account of any Covered Taxes, will not be less than the amount provided for herein or in such Revolving Note or other Credit DocumentNote. If any amounts are payable in respect of Covered Taxes pursuant to the preceding sentencesentence (any such amounts, subject to Section 5.04(bthe "GROSS-UP AMOUNT"), Borrower and each Guarantor agrees, notwithstanding the respective Borrower agrees definition of Excluded Taxes, to reimburse (on a joint and several basis for the Guarantors) each Lender, upon the written request of such Lender, (i) for the net additional amount of taxes Taxes imposed on or measured by the net income or net profits of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office Applicable Lending Office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction by reason of the making of payments in which the principal office or applicable lending office respect of such Lender is located Covered Taxes pursuant to this Section (including pursuant to this sentence) and (ii) for any withholding of taxes Taxes as such Lender shall determine are payable by, or withheld from, such Lender in respect of such amounts so paid in respect of Covered Taxes to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. The respective Borrower and each Guarantor, as the case may be, will furnish to the Administrative Agent within 45 days after the date the payment of any Covered Taxes is due pursuant to applicable law certified copies of tax receipts or other documentation reasonably satisfactory to such Lender evidencing such payment by Borrower or any Guarantor. Borrower and the respective Borrower. Each Borrower agrees Guarantors agree (jointly and severally for the Guarantors) to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Covered Taxes so levied or imposed and paid by such Lender and any liability (including penalties, additions to tax, interest and expenses) arising from therefrom or with respect to such Taxes whether or not they were correctly or legally assertedthereto. (b) Each Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) agrees to deliver to the U.S. Borrower and the Administrative Agent on or prior to the Effective Date, or in the case of any such Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Sub-Commitments only) that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.14 or 14.03 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (or successor forms) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Revolving Note, or (ii) if such Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a “Section 5.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Revolving Note. In addition, each such Lender agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the U.S. Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN, or Form W-8 and a Section 5.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Revolving Note, or it shall immediately notify the U.S. Borrower and the Administrative Agent of its inability to deliver any such form or certificate in which case such Lender shall not be required to deliver any such form or certificate pursuant to this Section 5.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a), but subject to Section 14.03 and the immediately succeeding sentence, (x) each Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the U.S. Borrower U.S. Internal Revenue Service forms that establish a complete exemption from such deduction or withholding and (y) the Borrowers shall not be obligated pursuant to Section 5.04(a) hereof to gross-up payments to be made to a Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the U.S. Borrower the Internal Revenue Service Forms required to be provided by it to the U.S. Borrower pursuant to this Section 5.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the immediately preceding sentence or elsewhere in this Section 5.04 (other than clause (e) below) and except as set forth in Section 14.03, each Borrower agrees to pay additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender shall use reasonable efforts (consistent with legal and regulatory restrictions and subject to overall policy considerations of such Lender) to file any certificate or document or to furnish any information as reasonably requested by the U.S. Borrower pursuant to any applicable treaty, law or regulation if the making of such filing or the furnishing of such information would avoid the need for or reduce the amount of any additional amounts payable by the respective Borrower and would not, in the sole discretion of such Lender, be disadvantageous to such Lender. (d) Nothing in this Section 5.04 shall require any Lender (or any Eligible Transferee) or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary, in its sole discretion). (e) Subject to the last sentence of this Section 5.04, if any Canadian Lender (a) is not resident in Canada for the purpose of Income Tax Act (Canada), or (b) is not an authorized foreign bank which at all times holds all of its interest in any Canadian Obligations in the course of its Canadian banking business for purposes of subsection 212(13.3) of the Income Tax Act (Canada), or (c) is not otherwise exempt from being subject to deduction or withholding of income or similar Taxes imposed by Canada (or any political subdivision or taxing authority thereof or therein) (“Canadian Taxes”) on the basis established to the satisfaction of the Canadian Revolving Loan Borrowers and the Administrative Agent based on Applicable Law in effect on the Effective Date (or such later date on which it becomes a Canadian Lender) with respect to any payments to such Lender of interest, fees, commissions, or any other amount payable by any Canadian Revolving Loan Borrower under the Credit Documents: (i) the Canadian Revolving Loan Borrowers shall be entitled, to the extent that they are required to do so by Applicable Law, to deduct or withhold Canadian Taxes from interest, fees, commissions or other amounts payable under this Agreement for the account of such Canadian Lender; and (ii) the Canadian Revolving Loan Borrowers shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to such Canadian Lender in respect of Canadian Taxes. Notwithstanding anything to the contrary contained in this Section 5.04, the Canadian Revolving Loan Borrowers agree to pay any additional amounts and to indemnify the applicable Canadian Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any incremental Canadian Taxes deducted or withheld by it as described in the immediately preceding sentence following (I) any changes after the Effective Date (or after the date such Lender became a Canadian Lender, as applicable) in any applicable law, or in the interpretation thereof, relating to the deducting or withholding of such Canadian Taxes to the extent, and only to the extent, that the obligation to pay such incremental Canadian Taxes arises as a consequence of such change in applicable law or (II) any Sharing Event.

Net Payments. (a) All payments made by any the Borrower hereunder or and/or under any Revolving Note or other Credit Document will be made without setoff, counterclaim or other defense. Except as provided in Sections 5.04(b) and (cSection 3.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income or net profits of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which it is resident or the jurisdiction in which the principal office or applicable lending office or other permanent establishment of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, subject to Section 5.04(b), the respective Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or and/or under any Revolving Note or other Credit DocumentNote, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Revolving Note or other Credit Documenttherein. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, subject to Section 5.04(b), the respective Borrower agrees to reimburse each Lender, upon the written request of such Lender, for the net additional amount of taxes imposed on or measured by the net income or net profits of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender Lender, in respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. The respective Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the respective Borrower. Each The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender and any liability (including penalties, interest and expenses) arising from or with respect to such Taxes whether or not they were correctly or legally assertedLender. (b) Each Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the U.S. Borrower and the Administrative Agent on or prior to the Effective Date, or in the case of any such a Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Sub-Commitments only) that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.14 1.13 or 14.03 11.04 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or successor formsform)) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Revolving Note, or (ii) if such the Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D C (any such certificate, a “Section 5.04(b)(ii) 3.04 Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Revolving Note. In addition, each such Lender agrees that from time to time after the Effective Date, when a lapse in of time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the U.S. Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BENW-8BEN (with respect to the benefits of any income tax treaty), or Form W-8 W-8BEN (with respect to the portfolio interest exemption) and a Section 5.04(b)(ii) 3.04 Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Revolving Note, or it shall immediately notify the U.S. Borrower and the Administrative Agent of its inability to deliver any such form Form or certificate Certificate, in which case such Lender shall not be required to deliver any such form Form or certificate Certificate pursuant to this Section 5.04(b3.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a3.04(a), but subject to Section 14.03 11.04(b) and the immediately succeeding sentence, (x) each the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees Fees or other amounts payable by it hereunder for the account of any Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the U.S. Borrower U.S. Internal Revenue Service forms Forms that establish a complete exemption from such deduction or withholding and (y) the Borrowers Borrower shall not be obligated pursuant to Section 5.04(a3.04(a) hereof to gross-up payments to be made by it to a Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) in respect of income or similar taxes imposed by the United States if (I) if such Lender has not provided to the U.S. Borrower the Internal Revenue Service Forms required to be provided by it to the U.S. Borrower pursuant to this Section 5.04(b3.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such forms Forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the immediately preceding sentence or elsewhere in this Section 5.04 (other than clause (e) below) 3.04 and except as set forth in Section 14.0311.04(b), each the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a3.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such income or similar Taxestaxes. (c) Each If the Borrower pays any additional amount under this Section 3.04 to a Lender and such Lender determines in its sole discretion that it has actually received or realized in connection therewith any refund or any reduction of, or credit against, its Tax liabilities in or with respect to the taxable year in which the additional amount is paid, such Lender shall use reasonable efforts (consistent with legal and regulatory restrictions and subject pay to overall policy considerations of such Lender) to file any certificate or document or to furnish any information as reasonably requested by the U.S. Borrower pursuant to any applicable treaty, law or regulation if an amount that the making of such filing or the furnishing of such information would avoid the need for or reduce the amount of any additional amounts payable by the respective Borrower and would not, in the sole discretion of such Lender, be disadvantageous to such Lender. (d) Nothing in this Section 5.04 shall require any Lender (or any Eligible Transferee) or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietaryshall, in its sole discretiondiscretion (but acting in good faith). (e) Subject , determine is equal to the last sentence of this Section 5.04net benefit, if any Canadian Lender (a) is not resident in Canada for after tax, which was obtained by the purpose of Income Tax Act (Canada), or (b) is not an authorized foreign bank which at all times holds all of its interest in any Canadian Obligations in the course of its Canadian banking business for purposes of subsection 212(13.3) of the Income Tax Act (Canada), or (c) is not otherwise exempt from being subject to deduction or withholding of income or similar Taxes imposed by Canada (or any political subdivision or taxing authority thereof or therein) (“Canadian Taxes”) on the basis established to the satisfaction of the Canadian Revolving Loan Borrowers and the Administrative Agent based on Applicable Law in effect on the Effective Date (or such later date on which it becomes a Canadian Lender) with respect to any payments to such Lender of interest, fees, commissions, or any other amount payable by any Canadian Revolving Loan Borrower under the Credit Documents: (i) the Canadian Revolving Loan Borrowers shall be entitled, to the extent that they are required to do so by Applicable Law, to deduct or withhold Canadian Taxes from interest, fees, commissions or other amounts payable under this Agreement for the account of such Canadian Lender; and (ii) the Canadian Revolving Loan Borrowers shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to such Canadian Lender in respect of Canadian Taxes. Notwithstanding anything to the contrary contained in this Section 5.04, the Canadian Revolving Loan Borrowers agree to pay any additional amounts and to indemnify the applicable Canadian Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any incremental Canadian Taxes deducted or withheld by it as described in the immediately preceding sentence following (I) any changes after the Effective Date (or after the date such Lender became a Canadian Lender, as applicable) in any applicable law, or in the interpretation thereof, relating to the deducting or withholding of such Canadian Taxes to the extent, and only to the extent, that the obligation to pay such incremental Canadian Taxes arises year as a consequence of such change in applicable law refund, reduction or (II) any Sharing Eventcredit.

Net Payments. (a) All Except as provided for in Section 5.3(b), all payments made by any the Borrower hereunder or hereunder, under any Revolving Note or any other Credit Document will be Document, including all payments made without setoffby the Borrower pursuant to its guaranty obligations under Article XII, counterclaim or other defense. Except as provided in Sections 5.04(b) and (c), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentencethis Section 5.3(a), any tax imposed on or measured by the net income or net profits of a Lender pursuant to the laws of the jurisdiction in under which it such Lender is organized or the jurisdiction in which it is resident or the jurisdiction in which the principal office or applicable lending office or other permanent establishment Applicable Lending Office of such Lender Lender, as applicable, is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto to such non-excluded taxes, levies imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, subject to Section 5.04(b), the respective Borrower agrees to pay the full amount of such Taxes, Taxes and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 5.3) as may be necessary so that every payment by it of all amounts due hereunder, under this Agreement any Note or under any Revolving Note or other Credit Document, after withholding or deduction for or on account of any Taxes, Taxes will not be less than the amount provided for herein or in such Revolving Note or in such other Credit Document. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, subject to this Section 5.04(b5.3(a), the respective Borrower agrees to reimburse each Lender, upon the written request of such Lender, for the net additional amount of taxes imposed on or measured by the net income or profits of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office Applicable Lending Office of such Lender is located located, as the case may be, or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office or applicable lending office of such Lender is located therein, and for any withholding of income or similar taxes as such Lender shall determine are payable by, or withheld from, such Lender in respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence, which request shall be accompanied by a statement from such Lender setting forth, in reasonable detail, the computations used in determining such amounts. The respective Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes Taxes, or any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts receipts, or other evidence satisfactory to the respective Lender, evidencing such payment by the respective Borrower. Each The Borrower agrees to will indemnify and hold harmless the Administrative Agent and each Lender, and reimburse the Administrative Agent or such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid or withheld by such Lender and any liability (including penalties, interest and expenses) arising from or with respect to such Taxes whether or not they were correctly or legally assertedLender. (b) Each Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for Federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to deliver provide to the U.S. Borrower and the Administrative Agent on or prior to the Effective Closing Date, or in the case of any such a Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Sub-Commitments only) that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.14 or 14.03 13.5 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfertransfer and such Lender is in compliance with the provisions of this Section), on the date of such assignment or transfer to such Lender, and from time to time thereafter if required by the Borrower or the Administrative Agent: (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI Forms W-8BEN, W-8ECI, W-8EXP or Form W-8BEN W-8IMY (or successor formssuccessor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the payment) certifying to such Lender’s entitlement as of such date to a complete exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this Agreement and under Agreement, any Revolving NoteNote or any other Credit Document, or (ii) if such the Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either the appropriate Internal Revenue Service Form W-8ECI or Form W-8BEN pursuant Forms referred to in clause (i) above, (x) a certificate substantially in form and substance satisfactory to the form of Exhibit D Administrative Agent (any such certificate, a an “Section 5.04(b)(ii) Exemption Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (or successor form) other appropriate documentation certifying to such Lender’s entitlement as of such date to a complete exemption from from, or reduced rate of withholding from, United States withholding tax with respect to payments of interest to be made under this Agreement and under Agreement, any Revolving NoteNote or any other Credit Document. In addition, each such Lender agrees that from time to time after the Effective Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the U.S. Borrower and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service Form W-8ECI or Form W-8BENForm, or Form W-8 an Exemption Certificate and a Section 5.04(b)(ii) Certificaterelated documentation, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and Agreement, any Revolving NoteNote or any other Credit Document, or it shall immediately notify the U.S. Borrower and the Administrative Agent of its inability to deliver any such form Form or certificate Exemption Certificate and related documentation, in which case such Lender shall not be required to deliver any such form Form or certificate Exemption Certificate and related documentation pursuant to this Section 5.04(b5.3(b). Notwithstanding anything to the contrary contained in Section 5.04(a5.3(a), but subject to Section 14.03 13.5(c) and the immediately succeeding sentence, (x) each the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or other similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) which that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal United States federal income tax purposes and that has not provided to the extent Borrower such Forms or such Exemption Certificate and related documentation that establish a complete exemption from or reduction in the rate of such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.3(a) hereof to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States or any additional amounts with respect thereto (i) if such Lender has not provided to the U.S. Borrower U.S. the Internal Revenue Service forms required to be provided to the Borrower pursuant to this Section 5.3(b) or (ii) in the case of a payment other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in Section 5.3(a), but subject to Section 13.5(c) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or other similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for United States federal income tax purposes and that has not provided to the Borrower such forms that establish a complete exemption from such deduction or withholding and (y) the Borrowers Borrower shall not be obligated pursuant to Section 5.04(a5.3(a) hereof to gross-up payments to be made to a Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) in respect of income or similar taxes imposed by the United States or any additional amounts with respect thereto (i) if (I) such Lender has not provided to the U.S. Borrower the Internal Revenue Service Forms forms required to be provided by it to the U.S. Borrower pursuant to this Section 5.04(b5.3(b) or (IIii) in the case of a payment, payment other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the immediately preceding sentence or elsewhere in this Section 5.04 (other than clause (e) below) 5.3 and except as set forth specifically provided for in Section 14.0313.5(c), each the Borrower agrees to pay additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a5.3(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts Taxes deducted or withheld by it as described in the immediately preceding previous sentence as a result of any changes that are effective after the Effective Closing Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender shall use reasonable efforts (consistent with legal and regulatory restrictions and subject to overall policy considerations of such If any Lender) to file any certificate or document or to furnish any information as reasonably requested by the U.S. Borrower pursuant to any applicable treaty, law or regulation if the making of such filing or the furnishing of such information would avoid the need for or reduce the amount of any additional amounts payable by the respective Borrower and would not, in the sole discretion of such Lender, be disadvantageous to such Lender. (d) Nothing in this Section 5.04 shall require any Lender (or any Eligible Transferee) or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary, in its sole discretion). (e) Subject to the last sentence of this Section 5.04opinion, if any Canadian Lender (a) is not resident in Canada for the purpose of Income Tax Act (Canada), determines that it has finally and irrevocably received or (b) is not an authorized foreign bank which at all times holds all of its interest in any Canadian Obligations in the course of its Canadian banking business for purposes of subsection 212(13.3) of the Income Tax Act (Canada), or (c) is not otherwise exempt from being subject to deduction or withholding of income or similar Taxes imposed by Canada (or any political subdivision or taxing authority thereof or therein) (“Canadian Taxes”) on the basis established to the satisfaction of the Canadian Revolving Loan Borrowers and the Administrative Agent based on Applicable Law in effect on the Effective Date (or such later date on which it becomes been granted a Canadian Lender) with respect to any payments to such Lender of interest, fees, commissions, or any other amount payable by any Canadian Revolving Loan Borrower under the Credit Documents: (i) the Canadian Revolving Loan Borrowers shall be entitled, to the extent that they are required to do so by Applicable Law, to deduct or withhold Canadian Taxes from interest, fees, commissions or other amounts payable under this Agreement for the account of such Canadian Lender; and (ii) the Canadian Revolving Loan Borrowers shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to such Canadian Lender in respect of Canadian Taxes. Notwithstanding anything to the contrary contained in this Section 5.04, the Canadian Revolving Loan Borrowers agree to pay any additional amounts and to indemnify the applicable Canadian Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) refund in respect of any incremental Canadian Taxes deducted or withheld as to which indemnification has been paid by the Borrower pursuant to this Section 5.3, it as described shall promptly remit such refund (including any interest received in the immediately preceding sentence following (I) any changes after the Effective Date (or after the date such Lender became a Canadian Lenderrespect thereof), as applicable) in any applicable law, or in the interpretation thereof, relating net of all actual out-of-pocket costs and expenses to the deducting or withholding of such Canadian Taxes to the extentBorrower; provided, and only to the extenthowever, that the obligation Borrower agrees to pay promptly return any such incremental Canadian Taxes arises as refund (plus interest) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with a consequence copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such change in applicable law or (II) refund. Nothing contained herein shall impose an obligation on any Sharing EventLender to apply for any such refund.

Net Payments. (a) All payments made by any each Borrower hereunder or under any Revolving Note or other Credit Document will be made without setoff, counterclaim or other defense. Except as provided in Sections 5.04(b) and (cSection 3.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (or by any political subdivision or taxing authority thereof or therein therein) with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax levy, impost, duty, fee, assessment or other governmental charge imposed on or measured by the net income or net profits of a Lender (including, without limitation, any franchise tax imposed on or measured by net income or net profits and any branch profits taxes) pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which it is resident or the jurisdiction in which the principal office or applicable lending office or other permanent establishment of such Lender is located (or any subdivision or taxing authority thereof or therein)) and all interest, penalties or similar liabilities with respect thereto to such non-excluded taxes, levies, imposts, duties, fees, assessments or other governmental charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other governmental charges being referred to collectively as “"Taxes”"). If any Taxes are so levied or imposed, subject to Section 5.04(b), the respective relevant Borrower agrees to shall pay the full amount of such Taxes, Taxes to the relevant taxing authority in accordance with applicable law and shall pay to the relevant Lender such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any Revolving Note or other Credit DocumentNote, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Revolving Note or other Credit DocumentNote. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, subject to Section 5.04(b), the respective relevant Borrower agrees to reimburse each LenderLender lending to such Borrower, upon the written request of such Lender, for the net additional amount of taxes imposed on or measured by the net income or net profits of such Lender (including, without limitation, any franchise tax imposed on or measured by net income or net profits and any branch profits taxes imposed by the United States of America or similar taxes imposed by any political subdivision thereof) pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located (or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office therein or applicable lending office of such Lender is located thereof) and for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender in respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. The respective Each Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts receipts, if any, issued by such taxing authority or other evidence reasonably acceptable to the Administrative Agent evidencing such payment by such Borrower (or, if such Borrower has not received such certified copies of tax receipts within such time period, then such Borrower shall furnish such certified copies of tax receipts to the respective BorrowerAdministrative Agent within 15 days after such Borrower has received such certified copies of tax receipts). Each Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender. Such indemnification shall be made within 30 days after the date upon which such Lender makes written demand therefor, which demand shall identify the nature and the amount of Taxes for which indemnification is sought and shall include a copy of any liability (including penalties, interest and expenses) arising from or with respect to such Taxes whether or not they were correctly or legally assertedwritten assessment thereof. (b) Each Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for Federal income tax purposes agrees to deliver to the U.S. Borrower Borrowers and the Administrative Agent on or prior to the Restatement Effective Date, or in the case of any such a Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Sub-Commitments only) that assumes an interest or is an assignee or transferee of an interest under this Agreement pursuant to Section 2.14 1.14, 1.16 or 14.03 11.04 (unless the respective Lender was already a Lender hereunder immediately prior to such assumption, assignment or transfer), on the date of such assumption, assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI 4224 or Form W-8BEN 1001 (or successor forms) certifying to such Lender’s 's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made by the Borrowers under this Agreement and under any Revolving Note, Note or (ii) if such the Lender is not a “"bank” " within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI 1001 or Form W-8BEN 4224 pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D C (any such certificate, a “"Section 5.04(b)(ii) 3.04 Certificate”") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN W-8 (or successor form) certifying to such Lender’s 's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made by the Borrowers under this Agreement and under any Revolving Note. In addition, each such Lender agrees that that, from time to time after the Restatement Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the U.S. Borrower Borrowers and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI 4224 or Form W-8BEN1001, or Form W-8 and a Section 5.04(b)(ii) 3.04 Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments made by the Borrowers under this Agreement and any Revolving Note, or or, if legally unable to deliver such forms, it shall immediately notify the U.S. Borrower Borrowers and the Administrative Agent of its inability to deliver any such form Form or certificate Certificate in which case such Lender shall not be required to deliver any such form Form or certificate Certificate pursuant to this Section 5.04(b3.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a3.04(a), but subject to Section 14.03 11.04(b) and the immediately succeeding sentence, (x) each Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof hereof or therein) from interest, fees or other amounts payable hereunder by such Borrower for the account of any Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the U.S. Borrower U.S. Borrowers Internal Revenue Service forms Forms that establish a complete exemption from such deduction or withholding and (y) the Borrowers shall not be obligated pursuant to Section 5.04(a3.04(a) hereof to gross-up payments to be made to a any such Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the U.S. Borrower Borrowers the Internal Revenue Service Forms required to be provided by it to the U.S. Borrower Borrowers pursuant to this Section 5.04(b3.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) of the first sentence of this Section 3.04(b) above, to the extent that such forms Forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the immediately preceding sentence or elsewhere in this Section 5.04 (other than clause (e) below) 3.04 and except as set forth in Section 14.0311.04(b), each Borrower agrees the Borrowers agree to pay additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a3.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts Taxes deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Original Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar such Taxes. (c) If a Borrower pays any additional amount under this Section 3.04 to a Lender and such Lender determines in its sole discretion that it has actually received or realized in connection therewith any refund or any reduction of, or credit against, its Tax liabilities in or with respect to the taxable year in which the additional amount is paid, such Lender shall pay to the Borrower an amount that such Lender shall, in its sole discretion, determine is equal to the net benefit, after tax, which was obtained by the Lender in such year as a consequence of such refund, reduction or credit. Such amount shall be paid as soon as practicable after receipt or realization by such Lender of such refund, reduction or credit. Nothing in this Section 3.04(c) shall require any Lender to disclose or detail the basis of its calculation of the amount of any refund or reduction of, or credit against, its tax liabilities or any other information to any Borrower or any other Person. (d) Each Lender shall use reasonable efforts (consistent with legal and regulatory restrictions and subject to overall policy considerations of such Lender) to file any certificate or document or to furnish any information as reasonably requested by the U.S. a Borrower pursuant to any applicable treaty, law or regulation regulation, if the making of such filing or the furnishing of such information would avoid the need for or reduce the amount of any additional amounts payable by the respective a Borrower under Section 3.04(a) and would not, in the sole discretion reasonable judgment of such Lender, be disadvantageous to such Lender. (d) Nothing in this Section 5.04 shall require any Lender (or any Eligible Transferee) or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary, in its sole discretion). (e) Subject to the last sentence of this Section 5.04, if any Canadian Lender (a) is not resident in Canada for the purpose of Income Tax Act (Canada), or (b) is not an authorized foreign bank which at all times holds all of its interest in any Canadian Obligations in the course of its Canadian banking business for purposes of subsection 212(13.3) of the Income Tax Act (Canada), or (c) is not otherwise exempt from being subject to deduction or withholding of income or similar Taxes imposed by Canada (or any political subdivision or taxing authority thereof or therein) (“Canadian Taxes”) on the basis established to the satisfaction of the Canadian Revolving Loan Borrowers and the Administrative Agent based on Applicable Law in effect on the Effective Date (or such later date on which it becomes a Canadian Lender) with respect to any payments to such Lender of interest, fees, commissions, or any other amount payable by any Canadian Revolving Loan Borrower under the Credit Documents: (i) the Canadian Revolving Loan Borrowers shall be entitled, to the extent that they are required to do so by Applicable Law, to deduct or withhold Canadian Taxes from interest, fees, commissions or other amounts payable under this Agreement for the account of such Canadian Lender; and (ii) the Canadian Revolving Loan Borrowers shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to such Canadian Lender in respect of Canadian Taxes. Notwithstanding anything to the contrary contained in this Section 5.04, the Canadian Revolving Loan Borrowers agree to pay any additional amounts and to indemnify the applicable Canadian Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any incremental Canadian Taxes deducted or withheld by it as described in the immediately preceding sentence following (I) any changes after the Effective Date (or after the date such Lender became a Canadian Lender, as applicable) in any applicable law, or in the interpretation thereof, relating to the deducting or withholding of such Canadian Taxes to the extent, and only to the extent, that the obligation to pay such incremental Canadian Taxes arises as a consequence of such change in applicable law or (II) any Sharing Event.

Net Payments. (a) All payments (including, without limitation, any fees, commissions or expenses paid by the Borrower to any Financing Parties) made by any the Borrower hereunder or under any Revolving Note or other Credit Financing Document will be made without setoff, counterclaim or other similar defense. Except as provided in Sections 5.04(b) and (c), all All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentencecase of any Lender, any tax imposed on or measured by the net income income, revenue, or profits gross receipts of a such Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which it is resident or the jurisdiction in which the principal office or applicable lending office or other permanent establishment Applicable Lending Office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, subject to Section 5.04(b), the respective Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement the net amount received by the relevant Financing Party hereunder or under any Revolving Note or other Credit Financing Document, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Revolving Note Financing Document as if the corresponding deduction or other Credit Document. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, subject to Section 5.04(b), the respective Borrower agrees to reimburse each Lender, upon the written request of such Lender, for the net additional amount of taxes imposed on or measured by the net income or profits of such Lender pursuant to the laws of the jurisdiction in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender in respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentencehad not been made. The respective Borrower will furnish to the Administrative Agent within 45 thirty (30) days after the date of the payment of any Taxes is due pursuant to applicable law certified copies evidence of tax receipts evidencing such payment by in form and substance reasonably satisfactory to the respective BorrowerAdministrative Agent. Each The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender and any liability (including penalties, interest and expenses) arising from or with respect to such Taxes whether or not they were correctly or legally assertedLender. (b) Each Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) agrees to deliver to the U.S. Borrower and the Administrative Agent on or prior agree to complete in good faith and execute and deliver to the Effective DateBorrower, in a timely manner, such form, certificates, information or documentation relating to such Lender or Administrative Agent to establish the extent to which any payments to such Lender or Administrative Agent are exempt from, or in the case are entitled to a reduction of withholding or deduction of any Taxes (collectively, the “Forms”). Notwithstanding anything to the contrary herein, neither any Lender nor the Administrative Agent shall be required to provide any Forms pursuant to this Section 2.8(b) unless (i) such Forms are required by law as a condition to, or evidence of entitlement to, relief or exemption in whole or in part from any Taxes, (ii) such Lender or the Administrative Agent is legally entitled to complete, execute and deliver such Forms and (other than iii) the Borrower shall have timely provided to such Lender or the Administrative Agent a written notice requesting that such Lender or the Administrative Agent execute and deliver such Forms together with the Forms and the official instructions thereto, if any. (c) If the Borrower pays any Canadian Lender with Maximum Canadian Dollar Revolving Sub-Commitments only) that is an assignee or transferee of an interest additional amount under this Agreement pursuant Section 2.8 to Section 2.14 or 14.03 (unless the respective Lender was already a Lender hereunder immediately prior and such Lender determines in its sole discretion that it has actually received or realized in connection therewith any refund or any reduction of, or credit against, its Tax liabilities in or with respect to such assignment or transferthe taxable year in which the additional amount is paid (a “Tax Benefit”), on such Lender shall pay to the date Borrower an amount that the Lender shall, in good faith, determine is equal to the net benefit, after tax, which was obtained by the Lender in such year as a consequence of such assignment or transfer to Tax Benefit; provided, however, that (i) any Lender may determine, in its sole discretion consistent with the policies of such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (or successor forms) certifying whether to such Lender’s entitlement as of such date to seek a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Revolving Note, or Tax Benefit; (ii) if such nothing in this Section 2.8(c) shall require any Lender is not a “bank” within to disclose any confidential information to the meaning of Section 881(c)(3)(ABorrower (including, without limitation, its tax returns); and (iii) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN no Lender shall be required to pay any amounts pursuant to clause (ithis Section 2.8(c) above, (x) a certificate substantially in the form of Exhibit D (at any such certificate, a “Section 5.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Revolving Note. In addition, each such Lender agrees that from time to time after the Effective Date, when a lapse in time Default or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver Event of Default exists. (d) Notwithstanding anything to the U.S. contrary, the Borrower and shall not be required pursuant to this Section 2.8 to pay any additional amount to, or to indemnify, any Lender or the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN, or Form W-8 and a Section 5.04(b)(ii) CertificateAgent, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Revolving Note, or it shall immediately notify the U.S. Borrower and the Administrative Agent of its inability to deliver any such form or certificate in which case such Lender shall not be required to deliver any such form or certificate pursuant to this Section 5.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a), but subject to Section 14.03 and the immediately succeeding sentence, (x) each Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided or the Administrative Agent becomes subject to Taxes subsequent to the U.S. Borrower U.S. Internal Revenue Service forms that establish a complete exemption from such deduction or withholding and Closing Date (y) or, if later, the Borrowers shall not be obligated pursuant to Section 5.04(a) hereof to gross-up payments to be made to a Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) in respect of income or similar taxes imposed by the United States if (I) date such Lender has not provided to the U.S. Borrower the Internal Revenue Service Forms required to be provided by it to the U.S. Borrower pursuant or Administrative Agent becomes a party to this Section 5.04(bAgreement) or (II) as a result of a change in the case jurisdiction of organization of such Lender or Administrative Agent or a paymentchange in the location of the Applicable Lending Office of such Lender, other than interest, to a Lender described in clause (ii) above, except to the extent that any such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained change is requested or required in the immediately preceding sentence or elsewhere in this Section 5.04 (other than clause (e) below) and except as set forth in Section 14.03, each Borrower agrees to pay additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender shall use reasonable efforts (consistent with legal and regulatory restrictions and subject to overall policy considerations of such Lender) to file any certificate or document or to furnish any information as reasonably requested writing by the U.S. Borrower pursuant to any applicable treaty, law or regulation if the making of such filing or the furnishing of such information would avoid the need for or reduce the amount of any additional amounts payable by the respective Borrower and would not, in the sole discretion of such Lender, be disadvantageous to such LenderBorrower. (d) Nothing in this Section 5.04 shall require any Lender (or any Eligible Transferee) or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary, in its sole discretion). (e) Subject to the last sentence of this Section 5.04, if any Canadian Lender (a) is not resident in Canada for the purpose of Income Tax Act (Canada), or (b) is not an authorized foreign bank which at all times holds all of its interest in any Canadian Obligations in the course of its Canadian banking business for purposes of subsection 212(13.3) of the Income Tax Act (Canada), or (c) is not otherwise exempt from being subject to deduction or withholding of income or similar Taxes imposed by Canada (or any political subdivision or taxing authority thereof or therein) (“Canadian Taxes”) on the basis established to the satisfaction of the Canadian Revolving Loan Borrowers and the Administrative Agent based on Applicable Law in effect on the Effective Date (or such later date on which it becomes a Canadian Lender) with respect to any payments to such Lender of interest, fees, commissions, or any other amount payable by any Canadian Revolving Loan Borrower under the Credit Documents: (i) the Canadian Revolving Loan Borrowers shall be entitled, to the extent that they are required to do so by Applicable Law, to deduct or withhold Canadian Taxes from interest, fees, commissions or other amounts payable under this Agreement for the account of such Canadian Lender; and (ii) the Canadian Revolving Loan Borrowers shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to such Canadian Lender in respect of Canadian Taxes. Notwithstanding anything to the contrary contained in this Section 5.04, the Canadian Revolving Loan Borrowers agree to pay any additional amounts and to indemnify the applicable Canadian Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any incremental Canadian Taxes deducted or withheld by it as described in the immediately preceding sentence following (I) any changes after the Effective Date (or after the date such Lender became a Canadian Lender, as applicable) in any applicable law, or in the interpretation thereof, relating to the deducting or withholding of such Canadian Taxes to the extent, and only to the extent, that the obligation to pay such incremental Canadian Taxes arises as a consequence of such change in applicable law or (II) any Sharing Event.

Net Payments. (a) All payments made by any the Borrower hereunder or under any Revolving Note or other Credit Document will be made without setoff, counterclaim or other defense. Except as provided in Sections 5.04(b) and (cSection 4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income or net profits of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which it is resident or the jurisdiction in which the principal office or applicable lending office or other permanent establishment of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively collectively, as “Taxes”). If any Taxes are so levied or imposed, subject to Section 5.04(b), the respective Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any Revolving Note or other Credit DocumentNote, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Revolving Note or other Credit DocumentNote. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, subject to Section 5.04(b), the respective Borrower agrees to reimburse each Lender, upon the written request of such Lender, for the net additional amount of taxes imposed on or measured by the net income or net profits of such Lender Lender, and franchise taxes imposed in lieu of taxes imposed on or measured by net income or net profits of a Lender, pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender Lender, in respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. The respective Borrower will furnish to the Administrative Agent within 45 forty-five (45) days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the respective Borrower. Each The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender and any liability (including penalties, interest and expenses) arising from or with respect to such Taxes whether or not they were correctly or legally assertedLender. (b) Each Lender (other than any Canadian party to this Agreement on the Effective Date hereby represents that, as of the Effective Date, all payments of principal, interest and fees to be made to it by the Borrower pursuant to this Agreement will be totally exempt from withholding of United States federal tax. Each Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the U.S. Borrower and the Administrative Agent on or prior to the Effective Date, or in the case of any such a Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Sub-Commitments only) that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.14 1.13 or 14.03 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer)Section 12.04, on the date of such assignment or transfer to such Lender, : (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or successor forms) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Revolving Note, or (ii) if such the Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a “Section 5.04(b)(ii4.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Revolving Note. In addition, each such Lender agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it such Lender will deliver to the U.S. Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or W-8ECI, Form W-8BENW-8BEN (with respect to the benefits of any income tax treaty), or Form W-8 W-8BEN (with respect to the portfolio interest exemption) and a Section 5.04(b)(ii4.04(b)(ii) Certificate, or any successor form, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Revolving Note, or it shall immediately notify the U.S. Borrower and the Administrative Agent of its inability to deliver any such form or certificate certificate, in which case such Lender shall not be required to deliver any such form or certificate pursuant to this Section 5.04(b4.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a4.04(a), but subject to Section 14.03 12.04(b) and the immediately succeeding sentence, (x) each the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the U.S. Borrower the U.S. Internal Revenue Service forms that establish a complete exemption from such deduction or withholding and (y) the Borrowers Borrower shall not be obligated pursuant to Section 5.04(a4.04(a) hereof to gross-up payments to be made to a Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) in respect of income or similar taxes imposed by the United States if (I) if such Lender has not provided to the U.S. Borrower the Internal Revenue Service Forms forms required to be provided by it to the U.S. Borrower pursuant to this Section 5.04(b4.04(b) or (II) in the case of a paymentpayment by the Borrower, other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the immediately preceding sentence or elsewhere in this Section 5.04 (other than clause (e) below) 4.04 and except as set forth in Section 14.0312.04(b), each the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a4.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such income or similar Taxestaxes. (c) Each Lender shall agrees to use reasonable efforts (consistent with legal and regulatory restrictions and subject to overall policy considerations of such Lender) to file any certificate or document or to furnish to the Borrower any information as reasonably requested by the U.S. such Borrower pursuant that may be necessary to establish any applicable treatyavailable exemption from, law or regulation if the making of such filing or the furnishing of such information would avoid the need for or reduce reduction in the amount of of, any additional amounts payable by the respective Borrower and would notTaxes; provided, in the sole discretion of such Lenderhowever, be disadvantageous to such Lender. (d) Nothing that nothing in this Section 5.04 4.04(c) shall require a Lender to disclose any Lender confidential information (or any Eligible Transferee) or the Administrative Agent to make available any of including, without limitation, its tax returns (or any other information that it deems to be confidential or proprietary, in its sole discretionTax calculations). (e) Subject to the last sentence of this Section 5.04, if any Canadian Lender (a) is not resident in Canada for the purpose of Income Tax Act (Canada), or (b) is not an authorized foreign bank which at all times holds all of its interest in any Canadian Obligations in the course of its Canadian banking business for purposes of subsection 212(13.3) of the Income Tax Act (Canada), or (c) is not otherwise exempt from being subject to deduction or withholding of income or similar Taxes imposed by Canada (or any political subdivision or taxing authority thereof or therein) (“Canadian Taxes”) on the basis established to the satisfaction of the Canadian Revolving Loan Borrowers and the Administrative Agent based on Applicable Law in effect on the Effective Date (or such later date on which it becomes a Canadian Lender) with respect to any payments to such Lender of interest, fees, commissions, or any other amount payable by any Canadian Revolving Loan Borrower under the Credit Documents: (i) the Canadian Revolving Loan Borrowers shall be entitled, to the extent that they are required to do so by Applicable Law, to deduct or withhold Canadian Taxes from interest, fees, commissions or other amounts payable under this Agreement for the account of such Canadian Lender; and (ii) the Canadian Revolving Loan Borrowers shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to such Canadian Lender in respect of Canadian Taxes. Notwithstanding anything to the contrary contained in this Section 5.04, the Canadian Revolving Loan Borrowers agree to pay any additional amounts and to indemnify the applicable Canadian Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any incremental Canadian Taxes deducted or withheld by it as described in the immediately preceding sentence following (I) any changes after the Effective Date (or after the date such Lender became a Canadian Lender, as applicable) in any applicable law, or in the interpretation thereof, relating to the deducting or withholding of such Canadian Taxes to the extent, and only to the extent, that the obligation to pay such incremental Canadian Taxes arises as a consequence of such change in applicable law or (II) any Sharing Event.

Net Payments. (a) All payments made by any Borrower the Company hereunder or under any Revolving Note or other Credit Document will be made without setoff, counterclaim or other defense. Except as provided in Sections 5.04(b) and (c), all All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income or net profits of a Lender Purchaser pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which it is resident managed and controlled or the jurisdiction in which the principal office or applicable lending office or other permanent establishment of such Lender Purchaser is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “"Taxes”"). If any Taxes are so levied or imposed, subject to Section 5.04(b), the respective Borrower Company agrees to pay the full amount of such Taxes, and such additional amounts amounts, if any, as may be necessary so that every payment of all amounts due under this Agreement or under any Revolving Note or other Credit DocumentNote, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Revolving Note or other Credit DocumentNote. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, subject to Section 5.04(b), the respective Borrower Company agrees to reimburse each LenderPurchaser, upon the written request of such LenderPurchaser, for the net additional amount of taxes imposed on or measured by the net income or net profits of such Lender Purchaser pursuant to the laws of the jurisdiction in which the principal office or applicable lending office of such Lender Purchaser is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office or applicable lending office of such Lender Purchaser is located and for any withholding of taxes as such Lender Purchaser shall determine are payable by, or withheld from, such Lender Purchaser in respect of such amounts so paid to or on behalf of such Lender Purchaser pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender Purchaser pursuant to this sentence. The respective Borrower Company will furnish to the Administrative Agent Trustee within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the respective BorrowerCompany. Each Borrower The Company agrees to indemnify and hold harmless each LenderPurchaser, and reimburse such Lender Purchaser upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender and any liability (including penalties, interest and expenses) arising from or with respect to such Taxes whether or not they were correctly or legally assertedPurchaser. (b) Each Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) agrees to deliver to the U.S. Borrower and the Administrative Agent on or prior to the Effective Date, or in the case of any such Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Sub-Commitments only) that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.14 or 14.03 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (or successor forms) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Revolving Note, or (ii) if such Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a “Section 5.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Revolving Note. In addition, each such Lender agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the U.S. Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN, or Form W-8 and a Section 5.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Revolving Note, or it shall immediately notify the U.S. Borrower and the Administrative Agent of its inability to deliver any such form or certificate in which case such Lender shall not be required to deliver any such form or certificate pursuant to this Section 5.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a), but subject to Section 14.03 and the immediately succeeding sentence, (x) each Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the U.S. Borrower U.S. Internal Revenue Service forms that establish a complete exemption from such deduction or withholding and (y) the Borrowers shall not be obligated pursuant to Section 5.04(a) hereof to gross-up payments to be made to a Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the U.S. Borrower the Internal Revenue Service Forms required to be provided by it to the U.S. Borrower pursuant to this Section 5.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the immediately preceding sentence or elsewhere in this Section 5.04 (other than clause (e) below) and except as set forth in Section 14.03, each Borrower agrees to pay additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender shall use reasonable efforts (consistent with legal and regulatory restrictions and subject to overall policy considerations of such Lender) to file any certificate or document or to furnish any information as reasonably requested by the U.S. Borrower pursuant to any applicable treaty, law or regulation if the making of such filing or the furnishing of such information would avoid the need for or reduce the amount of any additional amounts payable by the respective Borrower and would not, in the sole discretion of such Lender, be disadvantageous to such Lender. (d) Nothing in this Section 5.04 shall require any Lender (or any Eligible Transferee) or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary, in its sole discretion). (e) Subject to the last sentence of this Section 5.04, if any Canadian Lender (a) is not resident in Canada for the purpose of Income Tax Act (Canada), or (b) is not an authorized foreign bank which at all times holds all of its interest in any Canadian Obligations in the course of its Canadian banking business for purposes of subsection 212(13.3) of the Income Tax Act (Canada), or (c) is not otherwise exempt from being subject to deduction or withholding of income or similar Taxes imposed by Canada (or any political subdivision or taxing authority thereof or therein) (“Canadian Taxes”) on the basis established to the satisfaction of the Canadian Revolving Loan Borrowers and the Administrative Agent based on Applicable Law in effect on the Effective Date (or such later date on which it becomes a Canadian Lender) with respect to any payments to such Lender of interest, fees, commissions, or any other amount payable by any Canadian Revolving Loan Borrower under the Credit Documents: (i) the Canadian Revolving Loan Borrowers shall be entitled, to the extent that they are required to do so by Applicable Law, to deduct or withhold Canadian Taxes from interest, fees, commissions or other amounts payable under this Agreement for the account of such Canadian Lender; and (ii) the Canadian Revolving Loan Borrowers shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to such Canadian Lender in respect of Canadian Taxes. Notwithstanding anything to the contrary contained in this Section 5.04, the Canadian Revolving Loan Borrowers agree to pay any additional amounts and to indemnify the applicable Canadian Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any incremental Canadian Taxes deducted or withheld by it as described in the immediately preceding sentence following (I) any changes after the Effective Date (or after the date such Lender became a Canadian Lender, as applicable) in any applicable law, or in the interpretation thereof, relating to the deducting or withholding of such Canadian Taxes to the extent, and only to the extent, that the obligation to pay such incremental Canadian Taxes arises as a consequence of such change in applicable law or (II) any Sharing Event.

Net Payments. (a) All payments made by any the Borrower hereunder or under any Revolving Note or other Credit Document will be made without setoff, counterclaim or other defense. Except as provided in Sections 5.04(b) and (cSection 4.04(b), the Borrower agrees to pay, prior to the date on which penalties attach thereto, all such payments will be made free present and clear offuture income, stamp and without deduction or withholding for, any present or future other taxes, levies, imposts, dutiesfines, fees, assessments or costs and charges whatsoever now and hereafter imposed, assessed, levied, withheld or collected on or in respect of any payments of principal, interest or other amounts (all such taxes, levies, costs, imposts, fines, fees, assessments and charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excludingbeing herein collectively called "Taxes"); provided that Taxes shall not include, except as provided in the second succeeding sentence, any tax taxes imposed on or measured by the overall net income or profits receipts of a Lender the Administrative Agent or any Bank pursuant to the laws of the jurisdiction in which it the Administrative Agent or such Bank is organized or the jurisdiction in which it is resident or the jurisdiction in which the principal office or applicable lending office or other permanent establishment of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, subject to Section 5.04(b), the respective Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any Revolving Note or other Credit Document, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Revolving Note or other Credit Document. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, subject to Section 5.04(b), the respective Borrower agrees to reimburse each Lender, upon the written request of such Lender, for the net additional amount of taxes imposed on or measured by the net income or profits of such Lender pursuant to the laws of the jurisdiction in which the principal office or applicable lending office of such Lender Bank is located or under the laws of any political subdivision thereof or taxing authority of any therein. The Borrower agrees to also pay such jurisdiction additional amounts equal to increases in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender that Bank described in respect the foregoing proviso which increases arise from the receipt by that Bank of such amounts payments so paid to or on behalf of such Lender Bank by the Borrower pursuant to the immediately preceding sentence of this Section 4.04 and in respect from the receipt of any amounts paid to or on behalf of such Lender Bank pursuant to this sentence. The respective Borrower will furnish to the Administrative Agent within 45 days Promptly after the date the on which payment of any Taxes such Tax is due pursuant to applicable law certified copies of tax receipts evidencing such payment by law, the respective BorrowerBorrower will furnish to that Bank evidence, in form and substance satisfactory to that Bank, that the Borrower has met its obligation under this Section 4.04. Each The Borrower agrees to indemnify and hold harmless each LenderBank against, and reimburse such Lender upon its written requesteach Bank on demand for, for the amount of any Taxes so levied or imposed and paid by such Lender and any liability (including penaltiesBank, interest and expenses) arising from or with respect to such Taxes whether or not they were correctly or legally assertedas determined by that Bank. (b) Each Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) Bank that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) agrees to deliver to the U.S. Borrower and the Administrative Agent on or prior to the Effective Date, or in the case of any such Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Sub-Commitments only) that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.14 or 14.03 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (or successor forms) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Revolving Note, or (ii) if such Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a “Section 5.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Revolving Note. In addition, each such Lender agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the U.S. Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN, or Form W-8 and a Section 5.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Revolving Note, or it shall immediately notify the U.S. Borrower and the Administrative Agent of its inability to deliver any such form or certificate in which case such Lender shall not be required to deliver any such form or certificate pursuant to this Section 5.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a), but subject to Section 14.03 and the immediately succeeding sentence, (x) each Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the extent that such Lender has not provided Borrower and the Administrative Agent on or prior to the U.S. Borrower U.S. Internal Revenue Service forms Effective Date, or in the case of a Bank that establish is an assignee or transferee of an interest under this Agreement pursuant to Section 12.04 (unless the respective Bank was already a Bank hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Bank the Prescribed Forms certifying to the Bank's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement. In addition, each Bank agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders the Prescribed Forms obsolete or inaccurate in any material respect, it will deliver to the Borrower and the Agent new Prescribed Forms and such other forms as may be required in order to confirm or establish the entitlement of such Bank to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement, or it shall immediately notify the Borrower and the Agent of its inability to deliver any such Form or Certificate, in which case such Bank shall not be required to deliver any such Prescribed Form pursuant to this Section 4.04(b). Notwithstanding the foregoing, but subject to Section 12.04(b) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold and pay to the appropriate taxing authority within the time prescribed by applicable law income or other similar taxes imposed by the United States of America from interest, fees or other amounts payable hereunder for the account of the Administrative Agent or any Bank other than the Administrative Agent or any Bank (i) who is a U.S. Person (as such term is defined in Section 7701(a)(30) of the Code for U.S. Federal income tax purposes or (ii) who has the Prescribed Forms on file with the Borrower for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms, and (y) the Borrowers Borrower shall not be obligated pursuant to Section 5.04(a4.04(a) hereof to gross-up payments to be made to the Administrative Agent or a Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) Bank in respect of income or similar taxes imposed by the United States if (I) the Administrative Agent or such Lender Bank has not provided to the U.S. Borrower the Internal Revenue Service Prescribed Forms required to be provided by it to the U.S. Borrower pursuant to this Section 5.04(b4.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (iiBank is not a "bank" within the meaning of Section 881(c)(3)(A) aboveof the Code, to the extent that such forms the Prescribed Forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the immediately preceding sentence or elsewhere in this Section 5.04 (other than clause (e) below) 4.04 and except as set forth in Section 14.0312.04(b), each the Borrower agrees to pay any additional amounts and to indemnify the Administrative Agent and each Lender Bank in the manner set forth in Section 5.04(a4.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts Taxes deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar such Taxes. (c) Each Lender shall use reasonable efforts (consistent with legal and regulatory restrictions and subject to overall policy considerations of such Lender) to file any certificate or document or to furnish any information as reasonably requested by the U.S. Borrower pursuant to any applicable treaty, law or regulation if the making of such filing or the furnishing of such information would avoid the need for or reduce the amount of any additional amounts payable by the respective Borrower and would not, in the sole discretion of such Lender, be disadvantageous to such Lender. (d) Nothing in this Section 5.04 shall require any Lender (or any Eligible Transferee) or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary, in its sole discretion). (e) Subject to the last sentence of this Section 5.04, if any Canadian Lender (a) is not resident in Canada for the purpose of Income Tax Act (Canada), or (b) is not an authorized foreign bank which at all times holds all of its interest in any Canadian Obligations in the course of its Canadian banking business for purposes of subsection 212(13.3) of the Income Tax Act (Canada), or (c) is not otherwise exempt from being subject to deduction or withholding of income or similar Taxes imposed by Canada (or any political subdivision or taxing authority thereof or therein) (“Canadian Taxes”) on the basis established to the satisfaction of the Canadian Revolving Loan Borrowers and the Administrative Agent based on Applicable Law in effect on the Effective Date (or such later date on which it becomes a Canadian Lender) with respect to any payments to such Lender of interest, fees, commissions, or any other amount payable by any Canadian Revolving Loan Borrower under the Credit Documents: (i) the Canadian Revolving Loan Borrowers shall be entitled, to the extent that they are required to do so by Applicable Law, to deduct or withhold Canadian Taxes from interest, fees, commissions or other amounts payable under this Agreement for the account of such Canadian Lender; and (ii) the Canadian Revolving Loan Borrowers shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to such Canadian Lender in respect of Canadian Taxes. Notwithstanding anything to the contrary contained in this Section 5.04, the Canadian Revolving Loan Borrowers agree to pay any additional amounts and to indemnify the applicable Canadian Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any incremental Canadian Taxes deducted or withheld by it as described in the immediately preceding sentence following (I) any changes after the Effective Date (or after the date such Lender became a Canadian Lender, as applicable) in any applicable law, or in the interpretation thereof, relating to the deducting or withholding of such Canadian Taxes to the extent, and only to the extent, that the obligation to pay such incremental Canadian Taxes arises as a consequence of such change in applicable law or (II) any Sharing Event.

Net Payments. (a) All payments made by any the Borrower hereunder or under any Revolving Note or other Credit Document will be made without setoff, counterclaim or other defensedefense (which payment shall not be deemed a waiver of any claims under this Agreement). Except as provided in Sections 5.04(b) and (c)Section 2.06, all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments payment (but excluding, except as provided in the second succeeding sentence, any tax (including any franchise tax) imposed on or measured by the net income or net profits of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which it is resident or the jurisdiction in which the principal office or applicable lending office or other permanent establishment of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded nonexcluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “"Taxes”"). If any Taxes are so levied or imposed, subject to Section 5.04(b), the respective Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any Revolving Note or other Credit DocumentNote, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Revolving Note or other Credit DocumentNote. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, subject to Section 5.04(b), the respective Borrower agrees to reimburse each Lender, upon the written request of such Lender, for the net additional amount of taxes imposed on or measured by the net income or net profits of such Lender pursuant to the laws of the jurisdiction in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender in respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence; provided, however, that no such reimbursement shall be required unless such Lender determines that the amount of such Taxes exceeds the amount of any credit, allowance or deduction allowable to such Lender as an offset against any taxes payable on behalf of such Lender and in such event reimbursement shall not be required in any amount greater than such excess. The respective Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the respective Borrower. Each The Borrower agrees to indemnify and hold harmless each LenderLender and the Administrative Agent, and reimburse such Lender and the Administrative Agent upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender or the Administrative Agent. A certificate as to the amount of any such required indemnification payment prepared by such Lender or the Administrative Agent shall be final, conclusive and any liability (including penalties, interest and expenses) arising from or with respect to such Taxes whether or not they were correctly or legally assertedbinding for all purposes absent manifest error. (b) Each Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) agrees to deliver to the U.S. Borrower and the Administrative Agent on or prior to the Effective Closing Date, or in the case of any such a Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Sub-Commitments only) that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.14 1.10 or 14.03 Section 11.04 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI 4224 or Form W-8BEN 1001 (or successor forms) certifying to such Lender’s 's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Revolving Note, or (ii) if such the Lender is not a “"bank” " within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI 1001 or Form W-8BEN 4224 pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D B (any such certificate, a “"Section 5.04(b)(ii2.06(b)(ii) Certificate”") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN W-8 (or successor form) certifying to such Lender’s 's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Revolving Note. In addition, each such Lender agrees that from time to time after the Effective Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver promptly to the U.S. Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI 4224 or Form W-8BEN1001, or Form W-8 and a Section 5.04(b)(ii2.06(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Revolving Note, or it shall immediately notify the U.S. Borrower and the Administrative Agent of its inability to deliver any such form Form or certificate Certificate, in which case such Lender shall not be required to deliver any such form Form or certificate Certificate pursuant to this Section 5.04(b2.06(b). Notwithstanding anything to the contrary contained in Section 5.04(a2.06(a), but subject to Section 14.03 11.04(b) and the immediately succeeding sentence, (x) each Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the U.S. Borrower U.S. Internal Revenue Service forms that establish a complete exemption from such deduction or withholding and (y) the Borrowers shall not be obligated pursuant to Section 5.04(a) hereof to gross-up payments to be made to a Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the U.S. Borrower the Internal Revenue Service Forms required to be provided by it to the U.S. Borrower pursuant to this Section 5.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the immediately preceding sentence or elsewhere in this Section 5.04 (other than clause (e) below) and except as set forth in Section 14.03, each Borrower agrees to pay additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender shall use reasonable efforts (consistent with legal and regulatory restrictions and subject to overall policy considerations of such Lender) to file any certificate or document or to furnish any information as reasonably requested by the U.S. Borrower pursuant to any applicable treaty, law or regulation if the making of such filing or the furnishing of such information would avoid the need for or reduce the amount of any additional amounts payable by the respective Borrower and would not, in the sole discretion of such Lender, be disadvantageous to such Lender. (d) Nothing in this Section 5.04 shall require any Lender (or any Eligible Transferee) or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary, in its sole discretion). (e) Subject to the last sentence of this Section 5.04, if any Canadian Lender (a) is not resident in Canada for the purpose of Income Tax Act (Canada), or (b) is not an authorized foreign bank which at all times holds all of its interest in any Canadian Obligations in the course of its Canadian banking business for purposes of subsection 212(13.3) of the Income Tax Act (Canada), or (c) is not otherwise exempt from being subject to deduction or withholding of income or similar Taxes imposed by Canada (or any political subdivision or taxing authority thereof or therein) (“Canadian Taxes”) on the basis established to the satisfaction of the Canadian Revolving Loan Borrowers and the Administrative Agent based on Applicable Law in effect on the Effective Date (or such later date on which it becomes a Canadian Lender) with respect to any payments to such Lender of interest, fees, commissions, or any other amount payable by any Canadian Revolving Loan Borrower under the Credit Documents: (i) the Canadian Revolving Loan Borrowers shall be entitled, to the extent that they are required to do so by Applicable Law, to deduct or withhold Canadian Taxes from interest, fees, commissions or other amounts payable under this Agreement for the account of such Canadian Lender; and (ii) the Canadian Revolving Loan Borrowers shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to such Canadian Lender in respect of Canadian Taxes. Notwithstanding anything to the contrary contained in this Section 5.04, the Canadian Revolving Loan Borrowers agree to pay any additional amounts and to indemnify the applicable Canadian Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any incremental Canadian Taxes deducted or withheld by it as described in the immediately preceding sentence following (I) any changes after the Effective Date (or after the date such Lender became a Canadian Lender, as applicable) in any applicable law, or in the interpretation thereof, relating to the deducting or withholding of such Canadian Taxes to the extent, and only to the extent, that the obligation to pay such incremental Canadian Taxes arises as a consequence of such change in applicable law or (II) any Sharing Event.,

Net Payments. (a) All payments made by any the Borrower hereunder or under any Revolving Note or other Credit Document will be made without setoff, counterclaim or other defense. Except as provided in Sections 5.04(b) and (cSection 3.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income or profits of a Lender Bank pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which it is resident or the jurisdiction in which the principal office or applicable lending office or other permanent establishment of such Lender Bank is located or any political subdivision or taxing authority thereof or therein) and all interest, penalties or similar liabilities with respect thereto to such non- excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-non- excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “"Taxes”"). If any Taxes are so levied or imposed, subject to Section 5.04(b), the respective Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement hereunder or under any Revolving Note or other Credit DocumentNote, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Revolving Note or other Credit DocumentNote. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, subject to Section 5.04(b), the respective Borrower agrees to reimburse each LenderBank, upon the written request of such LenderBank, for the net additional amount of taxes imposed on or measured by the net income or net profits of such Lender Bank pursuant to the laws of the jurisdiction or any political subdivision or taxing authority thereof or therein in which such Bank is organized or in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office or applicable lending office of such Lender Bank is located and for any withholding of income or similar taxes as such Lender Bank shall determine are payable by, or withheld from, such Lender Bank in respect of such amounts so paid to or on behalf of such Lender Bank pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender Bank pursuant to this sentence. The respective Borrower will furnish to the Administrative Agent within 45 days after the date of the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the respective Borrower. Each The Borrower agrees to indemnify and hold harmless each LenderBank, and reimburse such Lender Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender and any liability (including penalties, interest and expenses) arising from or with respect to such Taxes whether or not they were correctly or legally assertedBank. (b) Each Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) Bank that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) agrees to deliver to the U.S. Borrower and the Administrative Agent on or prior to the Restatement Effective Date, or in the case of any such Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Sub-Commitments only) a Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.14 or 14.03 12.04 (unless the respective Lender Bank was already a Lender Bank hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such LenderBank, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI W-8EC1 or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or successor forms) certifying to such Lender’s Bank's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Revolving Note, or (ii) if such Lender the Bank is not a “"bank” " within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI W-8EC1 or Form Form, W-8BEN (with respect to a complete exemption under an income tax treaty) pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D C (any such certificate, a “"Section 5.04(b)(ii3.04(b)(ii) Certificate”") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) (or successor form) certifying to such Lender’s Bank's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Revolving Note. In addition, each such Lender Bank agrees that from time to time after the Restatement Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the U.S. Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or W-8EC1, Form W-8BENW-8BEN (with respect to the benefits of any income tax treaty), or Form W-8 W-8BEN (with respect to the portfolio interest exemption) and a Section 5.04(b)(ii3.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender Bank to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Revolving Note, or it shall immediately notify the U.S. Borrower and the Administrative Agent of its inability to deliver any such form Form or certificate Certificate, in which case such Lender Bank shall not be required to deliver any such form or of certificate pursuant to this Section 5.04(b3.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a3.04(a), but subject to Section 14.03 and the immediately succeeding sentence, (x) each the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) Bank which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender Bank has not provided to the U.S. Borrower U.S. Internal Revenue Service forms Forms that establish a complete exemption from such deduction or withholding and (y) the Borrowers Borrower shall not be obligated pursuant to Section 5.04(a3.04(a) hereof to gross-up payments to be made to a Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) Bank in respect of income or similar taxes imposed by the United States if (I) such Lender Bank has not provided to the U.S. Borrower the Internal Revenue Service Forms required to be provided by it to the U.S. Borrower pursuant to this Section 5.04(b3.04(b) or (II) in the case of a payment, other than interest, to a Lender Bank described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the immediately preceding sentence or elsewhere in this Section 5.04 (other than clause (e) below) and except as set forth in Section 14.033.04, each the Borrower agrees to pay additional amounts and to indemnify each Lender Bank in the manner set forth in Section 5.04(a3.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Restatement Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender shall use reasonable efforts (consistent with legal and regulatory restrictions and subject to overall policy considerations of such Lender) to file any certificate or document or to furnish any information as reasonably requested by the U.S. Borrower pursuant to any applicable treaty, law or regulation if the making of such filing or the furnishing of such information would avoid the need for or reduce the amount of any additional amounts payable by the respective Borrower and would not, in the sole discretion of such Lender, be disadvantageous to such Lender. (d) Nothing in this Section 5.04 shall require any Lender (or any Eligible Transferee) or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary, in its sole discretion). (e) Subject to the last sentence of this Section 5.04, if any Canadian Lender (a) is not resident in Canada for the purpose of Income Tax Act (Canada), or (b) is not an authorized foreign bank which at all times holds all of its interest in any Canadian Obligations in the course of its Canadian banking business for purposes of subsection 212(13.3) of the Income Tax Act (Canada), or (c) is not otherwise exempt from being subject to deduction or withholding of income or similar Taxes imposed by Canada (or any political subdivision or taxing authority thereof or therein) (“Canadian Taxes”) on the basis established to the satisfaction of the Canadian Revolving Loan Borrowers and the Administrative Agent based on Applicable Law in effect on the Effective Date (or such later date on which it becomes a Canadian Lender) with respect to any payments to such Lender of interest, fees, commissions, or any other amount payable by any Canadian Revolving Loan Borrower under the Credit Documents: (i) the Canadian Revolving Loan Borrowers shall be entitled, to the extent that they are required to do so by Applicable Law, to deduct or withhold Canadian Taxes from interest, fees, commissions or other amounts payable under this Agreement for the account of such Canadian Lender; and (ii) the Canadian Revolving Loan Borrowers shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to such Canadian Lender in respect of Canadian Taxes. Notwithstanding anything to the contrary contained in this Section 5.04, the Canadian Revolving Loan Borrowers agree to pay any additional amounts and to indemnify the applicable Canadian Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any incremental Canadian Taxes deducted or withheld by it as described in the immediately preceding sentence following (I) any changes after the Effective Date (or after the date such Lender became a Canadian Lender, as applicable) in any applicable law, or in the interpretation thereof, relating to the deducting or withholding of such Canadian Taxes to the extent, and only to the extent, that the obligation to pay such incremental Canadian Taxes arises as a consequence of such change in applicable law or (II) any Sharing Event.

Net Payments. (a) All payments made by any Borrower or on behalf of a Loan Party hereunder or and under any Revolving Note or other Credit Document will be made without setoff, counterclaim or other defense. Except as provided in Sections 5.04(b) and (c), all All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein Taxes with respect to such payments (but excludingpayments, except as provided in the second succeeding sentence, any tax imposed on or measured unless required by the net income or profits of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which it is resident or the jurisdiction in which the principal office or applicable lending office or other permanent establishment of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”)law. If any Indemnified Taxes are so levied or imposed, subject to Section 5.04(b)the Borrower or any Guarantor, the respective Borrower if applicable, agrees to pay the full amount of such Indemnified Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any Revolving Note or other Credit Document, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Revolving Note after withholding or other Credit Document. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, subject to Section 5.04(b), the respective Borrower agrees to reimburse each Lender, upon the written request deduction for or on account of such Lender, for the net additional amount of taxes imposed on or measured by the net income or profits of such Lender pursuant to the laws of the jurisdiction in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender in respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentenceIndemnified Taxes. The respective Borrower Loan Parties, if applicable, will furnish to the Administrative Agent within 45 forty-five (45) days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the respective BorrowerBorrower or such Guarantor. Each Borrower agrees The Loan Parties shall pay to the relevant Governmental Authority in accordance with applicable law any Other Taxes. The Loan Parties agree to indemnify and hold harmless the Administrative Agent, each Lender and each Issuing Lender, and to reimburse such Lender Person upon its written request, for the amount of any Indemnified Taxes so and Other Taxes levied or imposed and paid by such Lender and any liability (including penalties, interest and expenses) arising from or with respect to such Taxes whether or not they were correctly or legally assertedPerson. (b) Each Without limiting the generality of Section 5.5(c), each Lender, each Issuing Lender and the Administrative Agent (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only1) that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. federal income tax purposes (each, a “Foreign Lender”) agrees to deliver to the U.S. Borrower and the Administrative Agent (or in the case of the Administrative Agent, to deliver to the Borrower) on or prior to the Effective Datedate it becomes a party to this Agreement, or in one of the case of any such Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Sub-Commitments only) that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.14 or 14.03 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, following: (i) two accurate and complete original signed copies of Internal Revenue Service IRS Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or successor forms) certifying to such LenderPerson’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Revolving Note, Note or (ii) if such Lender Person is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service IRS Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or any successor forms) pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D L (any such certificate, a “Section 5.04(b)(ii) Non-Bank Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service IRS Form W-8BEN (with respect to the portfolio interest exemption) (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Revolving NoteNote or (2) that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. federal income tax purposes, agrees to deliver to the Borrower and the Administrative Agent (or in the case of the Administrative Agent, to the Borrower) on or prior to the date it becomes a party to this Agreement, two accurate and complete original signed copies of IRS Form W-9 certifying to such Person’s entitlement to exemption from United States federal backup withholding, unless such Lender demonstrates that it is treated as an exempt recipient under Treasury Regulation Section 1.6049-4(c)(1)(ii). In addition, the Administrative Agent, each such Lender and each Issuing Lender agrees that from time to time after the Effective Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the U.S. Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service IRS Form W-8ECI or W-8ECI, Form W-8BENW-8BEN (with respect to the benefits of any income tax treaty), Form W-8BEN (with respect to the portfolio interest exemption) and a Non-Bank Certificate, or Form W-8 and a Section 5.04(b)(ii) CertificateW-9, as the case may bebe (or any successor forms thereof), and such other forms as may be required in order to confirm or establish the its continued entitlement of such Lender to a continued complete exemption from or reduction in United States withholding tax or backup withholding with respect to payments under this Agreement and any Revolving Note, or it shall immediately notify the U.S. Borrower and the Administrative Agent (if applicable) of its inability to deliver any such form or certificate in which case such Lender shall not be required to deliver any such form or certificate pursuant to this Section 5.04(b5.5(b) (provided that delivery of such notification shall in no manner affect whether a Tax is an “Excluded Tax”). Notwithstanding anything . (c) If any Lender, any Issuing Lender or the Administrative Agent is entitled to an exemption from or reduction in withholding Tax with respect to payments under this Agreement and any Note, then such Lender or such Issuing Lender and the Administrative Agent agree to deliver to the contrary Borrower and the Administrative Agent such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate of withholding. (d) If a payment made to any Lender, any Issuing Lender or the Administrative Agent under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender, such Issuing Lender or the Administrative Agent, as applicable, were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 5.04(a1471(b) or 1472(b) of the Code, as applicable), but subject to Section 14.03 such Lender, such Issuing Lender and the immediately succeeding sentenceAdministrative Agent, (x) each Borrower as applicable, shall be entitled, deliver to the extent it is required to do so Borrower and the Administrative Agent at the time or times prescribed by law, to deduct law and at such time or withhold income or similar taxes imposed times reasonably requested by the United States Borrower or the Administrative Agent such documentation prescribed by applicable law (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) which is not a United States person (including as such term is defined in prescribed by Section 7701(a)(301471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for U.S. Federal income tax the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender, such Issuing Lender and the Administrative Agent have complied with their obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (d), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. (e) Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes or Other Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes or Other Taxes and without limiting or expanding the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.4(b) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender has not provided under any Loan Document or otherwise payable by the Administrative Agent to the U.S. Lender from any other source against any amount due to the Administrative Agent under this paragraph (e). (f) If the Borrower U.S. Internal Revenue Service forms that establish a complete exemption from such deduction or withholding and (y) the Borrowers shall not be obligated pursuant to any Guarantor pays any additional amount or makes any indemnity payment under this Section 5.04(a) hereof to gross-up payments to be made 5.5 to a Lender, an Issuing Lender (other than or the Administrative Agent and such Lender, Issuing Lender or the Administrative Agent determines in its sole discretion that it has actually received or realized in connection therewith any Canadian Lender refund or any reduction of, or credit against, its Tax liabilities in or with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the U.S. taxable year in which the additional amount is paid (a “Tax Benefit”), such Lender, Issuing Lender or the Administrative Agent shall pay to the Borrower or applicable Guarantor, as the Internal Revenue Service Forms required case may be, an amount that the Lender, Issuing Lender or the Administrative Agent shall, in its sole discretion, determine is equal to be provided the net benefit, after tax, which was obtained by it in such year as a consequence of such Tax Benefit; provided that (i) any Lender, Issuing Lender or the Administrative Agent may determine, in its sole discretion consistent with its policies, whether to seek a Tax Benefit, (ii) any Taxes that are imposed on a Lender, Issuing Lender or the Administrative Agent as a result of a disallowance or reduction of any Tax Benefit with respect to which such Lender, Issuing Lender or the Administrative Agent has made a payment to the U.S. Borrower or the Guarantor pursuant to this Section 5.04(b5.5(e) (and any interest or (IIpenalties imposed thereon) in shall be treated as a Tax for which the Borrower or applicable Guarantor, as the case of a paymentmay be, other than interestis obligated to indemnify such Lender, Issuing Lender or the Administrative Agent pursuant to a Lender described in clause this Section 5.5 without any exclusions or defenses, (iiiii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the immediately preceding sentence or elsewhere nothing in this Section 5.04 (other than clause (e5.5(e) below) and except as set forth in Section 14.03, each Borrower agrees to pay additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender shall use reasonable efforts (consistent with legal and regulatory restrictions and subject to overall policy considerations of such Lender) to file any certificate or document or to furnish any information as reasonably requested by the U.S. Borrower pursuant to any applicable treaty, law or regulation if the making of such filing or the furnishing of such information would avoid the need for or reduce the amount of any additional amounts payable by the respective Borrower and would not, in the sole discretion of such Lender, be disadvantageous to such Lender. (d) Nothing in this Section 5.04 shall require any Lender, Issuing Lender (or any Eligible Transferee) or the Administrative Agent to make available disclose any of confidential information to the Borrower or the Guarantor (including, without limitation, its tax returns (or any other information that it deems to be confidential or proprietary, in its sole discretion). (e) Subject to the last sentence of this Section 5.04, if any Canadian Lender (a) is not resident in Canada for the purpose of Income Tax Act (Canadareturns), and (iv) no Lender, Issuing Lender or (b) is not an authorized foreign bank which at all times holds all of its interest in any Canadian Obligations in the course of its Canadian banking business for purposes of subsection 212(13.3) of the Income Tax Act (Canada), or (c) is not otherwise exempt from being subject to deduction or withholding of income or similar Taxes imposed by Canada (or any political subdivision or taxing authority thereof or therein) (“Canadian Taxes”) on the basis established to the satisfaction of the Canadian Revolving Loan Borrowers and the Administrative Agent based on Applicable Law in effect on the Effective Date (or such later date on which it becomes a Canadian Lender) with respect to any payments to such Lender of interest, fees, commissions, or any other amount payable by any Canadian Revolving Loan Borrower under the Credit Documents: (i) the Canadian Revolving Loan Borrowers shall be entitled, to the extent that they are required to do so by Applicable Law, pay any amounts pursuant to deduct this Section 5.5(e) at any time which a Default or withhold Canadian Taxes from interest, fees, commissions or other Event of Default exists (provided that such amounts payable shall be credited against amounts otherwise owed under this Agreement for by the account of such Canadian Lender; and (ii) the Canadian Revolving Loan Borrowers shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to such Canadian Lender in respect of Canadian Taxes. Notwithstanding anything to the contrary contained in this Section 5.04, the Canadian Revolving Loan Borrowers agree to pay any additional amounts and to indemnify the Borrower or applicable Canadian Lender in the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any incremental Canadian Taxes deducted or withheld by it as described in the immediately preceding sentence following (I) any changes after the Effective Date (or after the date such Lender became a Canadian Lender, as applicable) in any applicable law, or in the interpretation thereof, relating to the deducting or withholding of such Canadian Taxes to the extent, and only to the extent, that the obligation to pay such incremental Canadian Taxes arises as a consequence of such change in applicable law or (II) any Sharing EventGuarantor).