Common use of Net Payments Clause in Contracts

Net Payments. (a) All payments made by the Borrower hereunder and under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(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 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 the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect 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, 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 under this Agreement or under any Note, 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. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for 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, 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 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 Borrower. 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. (b) Each Lender 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 Borrower and the Administrative Agent on or prior to the Effective Date or, in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 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 Note, or (ii) if 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 Note. In addition, each 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, such Lender will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), or Form 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 Note, or such Lender shall immediately notify the 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 13.04(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 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 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 Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the 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 preceding sentence or elsewhere in this Section 5.04 and except as set forth in Section 13.04(b), 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 such Taxes.

Net Payments. (a) All payments made to the Banks by the Borrower hereunder and Borrowers hereunder, under the Notes or under any Note other Loan Document will be made without setoffset off, counterclaim or other defense. Except as provided in Section 5.04(b), 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 sub-division 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 net 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 United States of America or any political subdivision thereof, in which the principal office or applicable lending office of such Lender a Bank is located or any subdivision thereof or therein) located), and all interest, penalties or similar liabilities with respect thereto (collectively, together with any amounts payable pursuant to such non-excluded taxesthe next sentence, 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, the 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 Noteother 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 Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for 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, 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 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 BorrowerBorrowers. The Borrower agrees to 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. (b) Each Lender 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 Borrower and the Administrative Agent on or prior to the Effective Date or, in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 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 Note, or (ii) if 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 Note. In addition, each 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, such Lender will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), or Form 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 Note, or such Lender shall immediately notify the 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 13.04(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 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 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 Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the 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 preceding sentence or elsewhere in this Section 5.04 and except as set forth in Section 13.04(b), 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 such Taxeseach Bank.

Net Payments. (a) All payments made by the Borrower hereunder and or under any Lender Note will or Loan shall be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b3.6(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 sub-division 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 managed and controlled or the jurisdiction in which the principal office or applicable lending office 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 to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges 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, the 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 NoteLender Note or Loan, 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 NoteLender Note or Loan. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each LenderLending Party, upon the written request of such Lender, for 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 such Lender 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 such Lender 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, 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 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 Borrower. 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 LenderLending Party. Such indemnification shall be made within thirty (30) days after the date any Lender makes written demand therefor. (b) Each Lender 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 Borrower and the Administrative Agent (A) on or prior to the Effective Date orClosing Date, or (B) in the case of such a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 Sections 3.4.7 or 13.04(b) 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 (with respect to a complete exemption under an income tax treaty) 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 NoteLender Note or Loan, or (ii) if 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 (with respect to a complete exemption under an income tax treaty) (or any successor forms) 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 (with respect to the portfolio interest exemption) 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 NoteLender Note or Loan. In addition, each 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, such Lender will it shall deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN W-8 ECI or W-8 BEN (with respect to the benefits of any income tax treatyor successor forms), or Form W-8BEN W-8 BEN (with respect to the portfolio interest exemptionor 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 NoteLender Note or Loan, or such Lender it shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form form or Tax Certificate, in which case such Lender shall not be required obliged to deliver any such Form 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 13.04(b9.4(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 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 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 Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a3.6(a) to gross-up payments to be made to a Lender 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 Borrower the Internal Revenue Service Forms required to be provided to the 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 preceding sentence or elsewhere in this Section 5.04 3.6 and except as set forth in Section 13.04(b)9.4, the Borrower agrees to pay any 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 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 W-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) 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 repay such refund to the Borrower, net of all out-of-pocket expenses of such Lender and without interest (except to 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 such Lender in the event such Lender is required to repay such refund. Whether or not a Lender claims any refund or credit or files any amended tax return shall be in the sole discretion of such Lender. Nothing in this Section 3.6 shall require a Lender to (i) disclose or detail the basis of its calculation of the amount of any tax benefit or refund to the Borrower or any other party or (ii) disclose such Lender's tax returns.

Net Payments. (a) All payments made by the Borrower hereunder and hereunder, under any Note or any other Credit Document, will be made without setoff, counterclaim or other defense. Except as provided for in Section 5.04(b4.5(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 sub-division 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 the principal office or applicable lending office Applicable Lending Office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, 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, the 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 Noteother 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 NoteNote or in such other Credit Document. If any amounts are payable in respect of Taxes pursuant Subject to the preceding sentenceSection 2.6(d), the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for 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, 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 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 Borrower. 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 Lenderthe Administrative Agent or any Lender within 30 days of any written request therefor. (b) Each Lender 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)(30each a “Non-U.S. Lender”) of the Code) for U.S. Federal income tax purposes agrees to deliver provide to the Borrower and the Administrative Agent on or prior to the Effective Date orClosing Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 13.04(b) 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 (with respect to a complete exemption under an income tax treaty) 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 Note, or (ii) if 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 (with respect to a complete exemption under an income tax treaty) (or any successor forms) 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 (with respect to the portfolio interest exemption) (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 Noteexemption. In addition, each 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, such Lender it will deliver to the Borrower and the Administrative Agent two a new accurate and complete original signed copies copy of the applicable Internal Revenue Service Form W-8ECIForm, Form W-8BEN (with respect to the benefits of including any income tax treaty), related documentation or Form W-8BEN (with respect to the portfolio interest exemption) 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 Note, Note or such Lender shall immediately notify the 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 13.04(b11.4(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 similar taxes 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 Non-U.S. Lender 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 Borrower U.S. Internal Revenue Service Forms such forms or such Exemption Certificate and related documentation that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a4.5(a) to gross-up payments to be made to a Lender in respect of income or similar taxes Taxes imposed by the United States if or any additional amounts with respect thereto (I) to the extent such Lender has not provided Taxes result from a Lender’s failure to provide the Borrower the Internal Revenue Service Forms forms required to be provided to the 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 preceding sentence or elsewhere in this Section 5.04 and except as set forth in Section 13.04(b), the The Borrower agrees to pay any 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 such income or similar Taxes. (c) 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) to change the jurisdiction of its office, branch, subsidiary or affiliate, or take other appropriate action, so as to eliminate any additional payment by the Borrower that may thereafter accrue, if such change or other action, in the judgment of the Administrative Agent or such Lender, as the case may be, is not otherwise disadvantageous to the Administrative Agent or such Lender.

Net Payments. (a) All payments made by the Borrower Borrowers hereunder and under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b3.04(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 sub-division 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 net profits of a Lender Bank pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender Bank is located or any subdivision thereof or therein) and all , or any interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges 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, the 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 NoteAgreement, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Noteherein. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable Borrower agrees to reimburse each LenderBank, upon the written request of such LenderBank, for 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 Lender 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 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 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 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 such Borrower. The 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 LenderBank in respect of payments made, or required to be made, by such Borrower. (b) Each Lender 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 Borrower Borrowers and the Administrative Agent Agent, on or prior to the Effective Date orDate, or in the case of a Lender Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 1.12 or 13.04(b) 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 Note, or (ii) if the Lender 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) (or any successor forms) 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 (with respect to the portfolio interest exemption) (or 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 NoteAgreement. In addition, each 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, such Lender it will deliver to the Borrower Borrowers and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), or Form 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 NoteAgreement, or such Lender it shall immediately notify the Borrower Borrowers and the Administrative Agent of its inability to deliver any such Form or Certificate, in which case such Lender Bank shall not be required to deliver any such Form or 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 13.04(b) and the immediately succeeding sentence, (x) the Borrower 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 fees or other amounts payable hereunder for the account of any Lender 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 such Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the 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 Bank in respect of income or similar taxes imposed by the United States if (I) such Lender Bank has not provided to the such Borrower the Internal Revenue Service Forms required to be provided to the 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 preceding sentence or elsewhere in this Section 5.04 3.04 and except as set forth in Section 13.04(b12.04(b), the 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 such 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 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 (subject to overall policy considerations of such Bank) to designate another lending office for any 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 regulatory disadvantage, with the object of avoiding the consequence of the event giving rise to the operation of Section 3.04. Nothing in this Section 3.04(d) shall affect or postpone any of the obligations of the Borrowers or the right of any Bank provided in Section 3.04. If such additional amounts cannot be eliminated by such actions, the Borrowers may have the right to replace the affected Bank hereunder in accordance with Section 1.12.

Net Payments. (a) All payments made by the Borrower hereunder and or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b3.04(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 sub-division 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 the principal office or applicable lending office 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 to such non-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, 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 under this Agreement hereunder or under any Note, 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. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each LenderBank, upon the written request of such LenderBank, for 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 Lender 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 such Lender 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 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 Borrower. 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 LenderBank. (b) Each Lender 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 Borrower and the Administrative Agent on or prior to the Restatement Effective Date orDate, or in the case of a Lender Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 13.04(b) 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 Note, or (ii) if the Lender 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) (or any successor forms) 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 Note. In addition, each 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, such Lender it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECIW-8EC1, Form W-8BEN (with respect to the benefits of any income tax treaty), or Form 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 Note, or such Lender it shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate, in which case such Lender Bank shall not be required to deliver any such Form or Certificate form 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 13.04(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 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 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 Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a3.04(a) hereof to gross-up payments to be made to a Lender Bank in respect of income or similar taxes imposed by the United States if (I) such Lender Bank has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the 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 preceding sentence or elsewhere in this Section 5.04 and except as set forth in Section 13.04(b)3.04, the 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 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 such income or similar Taxes.

Net Payments. (a) All payments made by the Borrower hereunder and ------------ hereunder, under any Note or any other Credit Document, will be made without setoff, counterclaim or other defense. Except as provided for in Section 5.04(b4.4(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 sub-division 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 any franchise tax based on net profits income) of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located (or any political subdivision or taxing authority thereof or therein) and all interest, penalties or similar liabilities with respect 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, 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 under this Agreement or under any Note, 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. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for 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 or applicable lending office of such Lender is organized 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, 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 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 Borrower. 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. (b) Each Lender 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 Borrower and the Administrative Agent (i) on or prior to the Effective Additional Borrowing Date or, (or in the case of a Lender that is an assignee assignee, transferee or transferee participant of an interest under this Agreement pursuant to Section 2.13 or 13.04(b) 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 (with respect to a complete exemption under an income tax treaty) 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 NoteNote and under any other Credit Document, or (ii) if 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 (with respect to a complete exemption under an income tax treaty) (or any successor forms) 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) Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect on or prior to the portfolio interest exemption) 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 Note. In addition, each 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, such Lender will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), or Form 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 Note, or such Lender shall immediately notify the 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 13.04(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 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 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 Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the 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 assignment, transfer or participation to the contrary contained in the preceding sentence or elsewhere in this Section 5.04 and except as set forth in Section 13.04(bsuch Lender), 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 such Taxes.

Net Payments. (a) All payments made by the Borrower hereunder and under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b4.4(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 sub-division 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 the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties penalties, expenses or similar liabilities with respect 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, 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 under this Agreement or under any Note, 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. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for 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, 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 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 Borrower. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request (within 10 days of such request), for the amount of any Taxes so levied or imposed and paid by such LenderLender whether or not such Taxes were correctly or legally imposed or asserted by the relevant governmental authority. (b) Each Lender 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 Borrower and the Administrative Agent on or prior to the Effective Date or, in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 1.13 or 13.04(b13.4(b) (unless the respective Lender 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 Note, or (ii) if 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)(ii4.4(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 Note. In addition, each 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, such Lender will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), or Form W-8BEN (with respect to the portfolio interest exemption) and a Section 5.04(b)(ii4.4(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 Note, or such Lender shall immediately notify the 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(b4.4(b). Notwithstanding anything to the contrary contained in Section 5.04(a4.4(a), but subject to Section 13.04(b13.4(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 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 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 Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a4.4(a) to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the Borrower pursuant to this Section 5.04(b4.4(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 preceding sentence or elsewhere in this Section 5.04 4.4 and except as set forth in Section 13.04(b13.4(b), the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a4.4(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 Taxes.

Net Payments. (a) All payments made by the Borrower hereunder and ------------ and/or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b3.04(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 sub-division 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 the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect 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, 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 under this Agreement or and/or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Notetherein. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for 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, 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 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 Borrower. 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. (b) Each Lender 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 Borrower and the Administrative Agent on or prior to the Effective Date orDate, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 1.13 or 13.04(b) 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 (with respect to a complete exemption under an income tax treaty) 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 Note, or (ii) if 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 (with respect to a complete exemption under an income tax treaty) (or any successor forms) 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 (with respect to the portfolio interest exemption) 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 Note. In addition, each 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, such Lender it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty)4224 or 1001, or Form W-8BEN (with respect to the portfolio interest exemption) 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 Note, or such Lender it shall immediately notify the 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(b3.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a3.04(a), but subject to Section 13.04(b11.04(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 income or similar taxes imposed by the United States (or any political subdivision sub division or taxing authority thereof or therein) from interest, Fees or other amounts payable by it hereunder for the account of any Lender 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 Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the 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 in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the 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 preceding sentence or elsewhere in this Section 5.04 3.04 and except as set forth in Section 13.04(b11.04(b), 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 such Taxes. (c) 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 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.

Net Payments. (a) All payments made by the Borrower hereunder and Borrowers hereunder, under any Note or any other Credit Document, will be made without setoff, counterclaim or other defense. Except as provided for in Section 5.04(b5.5(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 sub-division 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 the principal office or applicable lending office Applicable Lending Office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, 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, the 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 Noteother 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 NoteNote or in such other Credit Document. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees Borrowers agree to reimburse each Lender, upon the written request of such Lender, for 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 in which such Lender is organized or 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, 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 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 BorrowerBorrowers. The Borrower agrees to 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 the Administrative Agent or any Lender within 30 days of any written request therefor, without regard to whether such LenderTaxes were correctly or legally asserted by the relevant Governmental Authority. (b) Each Lender that is not a United States person Person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes (a “Non-U.S. Lender”) agrees to deliver provide to the Borrower Borrowers and the Administrative Agent on or prior to the Effective Date orClosing Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 13.04(b) 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 (with respect to a complete exemption under an income tax treaty) 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 Note, or (ii) if 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 (with respect to a complete exemption under an income tax treaty) (or any successor forms) 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 (with respect to the portfolio interest exemption) (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 Noteexemption. In addition, each 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, such Lender it will deliver to the Borrower Borrowers and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service Form W-8ECIForm, Form W-8BEN (with respect to the benefits of including any income tax treaty), related documentation or Form W-8BEN (with respect to the portfolio interest exemption) 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 NoteNote or any other Credit Document, or such Lender it shall immediately notify the Borrower Borrowers and the Administrative Agent of its inability to deliver any such Form or Certificatedocumentation, 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 13.04(b10.4(c) and the immediately succeeding sentence, (x) the Borrower 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 fees or other amounts payable hereunder for the account of any Non-U.S. Lender 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 Borrower U.S. Internal Revenue Service 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 Borrower Borrowers shall not be obligated pursuant to Section 5.04(a5.5(a) to gross-up payments to be made to a Lender 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 Borrower extent such Taxes result from a Lender’s failure to provide the Borrowers the Internal Revenue Service Forms forms required to be provided to the 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 preceding sentence or elsewhere in this Section 5.04 and except as set forth in Section 13.04(b), the Borrower agrees The Borrowers agree to pay any 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 such income or similar Taxes. (c) The Borrowers 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, without regard to whether such amounts were correctly or legally asserted by the relevant Governmental Authority. (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 Borrowers 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 Borrowers agree 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 Borrowers 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.

Net Payments. (a) All payments made by the Borrower hereunder and or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b4.04(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 sub-division 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 profits income of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges 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, 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 under this Agreement or under any Note, 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. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for 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. 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 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 Borrower. 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. (b) Each Lender 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 Borrower and the Administrative Agent on or prior to the Effective Date orDate, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 1.13 or 13.04(b) 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 Note, or (ii) if 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 '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 Note. In addition, each 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, such Lender it will deliver to the Borrower and or the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), or Form 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 Note, or such Lender it shall immediately notify the 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 13.04(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 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 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 Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a4.04(a) hereof to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the 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 preceding sentence or elsewhere in this Section 5.04 4.04 and except as set forth in Section 13.04(b), 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 Taxes.

Net Payments. (a) All payments made to the Banks by the Borrower hereunder and Borrowers hereunder, under the Notes or under any Note other Loan Document will be made without setoffset off, counterclaim or other defense. Except as provided in Section 5.04(b), 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 sub-division 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 net 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 United States of America or any political subdivision thereof, in which the principal office or applicable lending office of such Lender a Bank is located or any subdivision thereof or therein) located), and all interest, penalties or similar liabilities with respect thereto (collectively, together with any amounts payable pursuant to such non-excluded taxesthe next sentence, 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, the 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 Noteother 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 Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for 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, 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 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 BorrowerBorrowers. The Borrower agrees to 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. (b) Each Lender 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 Borrower and the Administrative Agent on or prior to the Effective Date or, in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 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 Note, or (ii) if 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 Note. In addition, each 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, such Lender will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), or Form 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 Note, or such Lender shall immediately notify the 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 13.04(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 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 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 Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the 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 preceding sentence or elsewhere in this Section 5.04 and except as set forth in Section 13.04(b), 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 such Taxeseach Bank.

Net Payments. (a) All payments made by the Borrower hereunder and and/or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b3.04(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 sub-division 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 the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect 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, 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 under this Agreement or and/or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Notetherein. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for 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, 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 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 Borrower. 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. (b) Each Lender 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 Borrower and the Administrative Agent on or prior to the Effective Date orDate, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 1.13 or 13.04(b) 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 Note, or (ii) if 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 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 Note. In addition, each 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, such Lender it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8ECI or W-8BEN (with respect to the benefits of any income tax treaty), or Form 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 Note, or such Lender it shall immediately notify the 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(b3.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a3.04(a), but subject to Section 13.04(b11.04(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 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 it hereunder for the account of any Lender 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 Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the 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 in respect of income or similar taxes imposed by the United States if (I) if such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the 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 preceding sentence or elsewhere in this Section 5.04 3.04 and except as set forth in Section 13.04(b11.04(b), 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 Taxesincome or similar taxes. (c) 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 pay to the Borrower an amount that the Lender shall, in its sole discretion (but acting 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 refund, reduction or credit.

Net Payments. (a) All payments made by the Borrower or any Guarantor hereunder and or under any Note or any Guarantee will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b5.06(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 sub-division 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 which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or thereinExcluded Tax) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges 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, Borrower and each Guarantor, as the 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 Note, 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 Note. If any amounts are payable in respect of Covered Taxes pursuant to the preceding sentencesentence (any such amounts, the "GROSS-UP AMOUNT"), Borrower agrees and each Guarantor agrees, notwithstanding the 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 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 such Lender is organized or 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, 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 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 Borrower. The 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. Lender and any liability (bincluding penalties, additions to tax, interest and expenses) Each Lender 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 Borrower and the Administrative Agent on arising therefrom or prior to the Effective Date or, in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 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 Note, or (ii) if 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 Note. In addition, each 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, such Lender will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), or Form 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 Note, or such Lender shall immediately notify the 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 13.04(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 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 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 Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the 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 preceding sentence or elsewhere in this Section 5.04 and except as set forth in Section 13.04(b), 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 such Taxesthereto.

Net Payments. (a) All Subject to the following sentence, all payments made by or on behalf of the Borrower hereunder and under this Agreement or any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b), all such payments will Credit Document 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 sub-division 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 net profits of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office 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 to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, dutiescharges, 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 imposedamounts payable under this Agreement, the 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 NoteAgreement; provided, after withholding or deduction for or on account of any Taxeshowever, will that the Borrower shall not be less than required to increase any such amounts payable to any Lender that is not organized under the amount provided for herein laws of the United States of America or in a state thereof (a “Non-U.S. Lender”) if such NoteLender fails to comply with the requirements of paragraph (b) of this Section 5.4. If Whenever any amounts Non-Excluded Taxes are payable in respect of Taxes pursuant by the Borrower, as promptly as possible thereafter the Borrower shall send to the preceding sentence, Administrative Agent for its own account or for the Borrower agrees to reimburse each Lender, upon the written request account of such Lender, for taxes imposed on as the case may be, a certified copy of an original official receipt (or measured by the net income or net profits of such Lender pursuant other evidence acceptable 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 acting reasonably) received by the Borrower showing payment thereof. If Non-Excluded Taxes are paid to or on behalf of by any Lender, the Borrower shall indemnify such Lender pursuant 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 indemnify any Lender for any interest, penalties or expenses arising from the preceding sentence and in respect of any amounts paid to indemnitee’s gross negligence or on behalf of such Lender pursuant to this sentencewillful misconduct. The Borrower will furnish to agreements in this Section 5.4(a) shall survive the Administrative Agent within 45 days after the date termination of this Agreement and the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify Loans 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 Lenderall other amounts payable hereunder. (b) Each Non-U.S. Lender 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 Borrower and the Administrative Agent on or prior to the Effective Date or, in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 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, shall: (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 Note, or (ii) if 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 Note. In addition, each 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, such Lender will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of 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, Form W-8BEN 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 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 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 benefits 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 any income tax treatythe 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 indemnify any Non-U.S. Lender, or Form W-8BEN to pay any additional amounts to any Non-U.S. Lender, in respect of U.S. Federal withholding tax pursuant to paragraph (a) above to the extent that (i) the obligation to withhold amounts with respect to U.S. Federal withholding tax existed on the portfolio interest exemptiondate such Non-U.S. Lender became a party to this Agreement (or, in the case of a Participant that is not organized under the laws of the United States of America or a state thereof (a “Non-U.S. Participant”), on the date such Non-U.S. Participant became a Participant hereunder); provided, however, that this clause (i) and shall not apply to the extent that (x) the indemnity payments or additional amounts any Lender (or Participant) would be entitled to receive (without regard to this clause (i)) do not exceed the indemnity payment or additional amounts that the person making the assignment, participation or transfer to such Lender (or Participant) would have been entitled to receive in the absence of such assignment, participation or transfer, or (y) such assignment, participation or transfer had been requested by the Borrower or, (ii) the obligation to pay such additional amounts would not have arisen but for a Section 5.04(b)(iifailure by such Non-U.S. Lender or Non-U.S. Participant to comply with the provisions of paragraph (b) Certificateabove 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 change in treaty, law or regulation having effect after the date such representations or certifications were made. (d) If the Borrower determines in 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 cooperate with such Borrower in challenging such taxes at Borrower’s expense if so requested by Borrower. If any Lender or the Administrative Agent receives a refund of a tax for which a payment has been made by the Borrower pursuant to this Agreement, which refund in the good faith judgment of such Lender or the Administrative Agent, as the case may be, and is attributable to such other forms as may be required in order to confirm or establish the entitlement of 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 continued exemption from claim. Neither any Lender nor the Administrative Agent shall be obliged to disclose any information regarding its tax affairs or reduction computations to the Borrower in United States withholding tax connection with this paragraph (d) or any other provision of this Section 5.4. (e) Each Lender represents and agrees that, on the date hereof and at all times during the term of this Agreement, it is not and will not be a conduit entity participating in a conduit financing arrangement (as defined in Section 7701(1) of the Code and the regulations thereunder) with respect to payments under this Agreement and any Note, or such Lender shall immediately notify the Borrowings hereunder unless the Borrower and the Administrative Agent of its inability has consented 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 13.04(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 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 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 Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the 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 preceding sentence or elsewhere in this Section 5.04 and except as set forth in Section 13.04(b), 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 such Taxesarrangement prior thereto.

Net Payments. (a) All payments (including, without limitation, any fees, commissions or expenses paid by the Borrower to any Financing Parties) made by the Borrower hereunder and or under any Note other Financing Document will be made without setoff, counterclaim or other similar defense. Except as provided in Section 5.04(b), 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 sub-division 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 net profits gross receipts of a such Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office Applicable Lending Office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges 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, 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 under this Agreement the net amount received by the relevant Financing Party hereunder or under any Noteother 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 Note. If any amounts are payable in respect of Taxes pursuant to Financing Document as if the preceding sentence, the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for taxes imposed on corresponding deduction 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, 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 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 BorrowerAdministrative Agent. 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. (b) Each Lender 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 Borrower and the Administrative Agent on or prior agree to complete in good faith and execute and deliver to the Effective Date orBorrower, in a timely manner, such form, certificates, information or documentation relating to such Lender or Administrative Agent to establish the case extent to which any payments to such Lender or Administrative Agent are exempt from, or are entitled to a reduction of a withholding or deduction of any Taxes (collectively, the “Forms”). Notwithstanding anything to the contrary herein, neither any Lender that is an assignee or transferee of an interest under this Agreement nor the Administrative Agent shall be required to provide any Forms pursuant to this Section 2.13 or 13.04(b2.8(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 such Forms are required by law as 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 Notecondition 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 (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 Lender is not a “bank” within the meaning of Borrower pays any additional amount under this Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect 2.8 to a complete exemption under an income tax treaty) (Lender and such Lender determines in its sole discretion that it has actually received or realized in connection therewith any refund or any successor forms) pursuant to clause (i) abovereduction of, (x) a certificate substantially or credit against, its Tax liabilities 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 with respect to the portfolio interest exemption) taxable year in which the additional amount is paid (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 Note. In addition, each 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“Tax Benefit”), such Lender will deliver shall pay to the 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 Tax Benefit; provided, however, that (i) any Lender may determine, in its sole discretion consistent with the policies of such Lender, whether to seek a Tax Benefit; (ii) nothing in this Section 2.8(c) shall require any Lender to disclose any confidential information to the Borrower (including, without limitation, its tax returns); and (iii) no Lender shall be required to pay any amounts pursuant to this Section 2.8(c) at any time when a Default or Event of Default exists. (d) Notwithstanding anything to the contrary, the Borrower 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, Form W-8BEN (with respect to the benefits of any income tax treaty), or Form W-8BEN (with respect to the portfolio interest exemption) 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 Note, or such Lender shall immediately notify the 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 13.04(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 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 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 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 Borrower shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) date such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the 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 change is requested or required in writing by the contrary contained in the preceding sentence or elsewhere in this Section 5.04 and except as set forth in Section 13.04(b), 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 such TaxesBorrower.

Net Payments. (a) All payments made by the Borrower or on behalf of a Loan Party hereunder and under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b), 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 sub-division 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 net profits of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect 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”)law. If any Indemnified Taxes are so levied or imposed, the Borrower or any Guarantor, 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 Note, after withholding or deduction for or on account of any Taxes, Note will not be less than the amount provided for herein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Lender, upon the written request Note after withholding or deduction for or on account of such Lender, for 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, 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 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 BorrowerBorrower or such Guarantor. The Borrower agrees 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 LenderPerson. (b) Each Without limiting the generality of Section 5.5(c), each Lender, each Issuing Lender and the Administrative Agent (1) that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal federal income tax purposes (each, a “Foreign Lender”) agrees to deliver to the Borrower and the Administrative Agent (or in the case of the Administrative Agent, to deliver to the Borrower) on or prior to the Effective Date ordate it becomes a party to this Agreement, in one of the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 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, 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 Note, Note or (ii) if the Lender such 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 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 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, such Lender it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service IRS Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), or Form W-8BEN (with respect to the portfolio interest exemption) and a Section 5.04(b)(ii) Non-Bank Certificate, or Form W-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 Note, or such Lender it shall immediately notify the Borrower and the Administrative Agent (if applicable) 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 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 13.04(b) such Lender, such Issuing Lender and the immediately succeeding sentenceAdministrative Agent, (x) as applicable, shall deliver to the Borrower shall be entitled, to and the extent it is required to do so 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 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 under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (e). (f) If the Borrower or any Guarantor pays any additional amount or makes any indemnity payment under this Section 5.5 to a Lender, an Issuing Lender or the Administrative Agent and such Lender, Issuing Lender or the Administrative Agent determines in its sole discretion that it has not provided 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 (a “Tax Benefit”), such Lender, Issuing Lender or the Administrative Agent shall pay to the Borrower U.S. Internal Revenue Service Forms or applicable Guarantor, as the case may be, an amount that establish the Lender, Issuing Lender or the Administrative Agent shall, in its sole discretion, determine is equal to the net benefit, after tax, which was obtained by it in such year as a complete exemption from consequence of such deduction Tax Benefit; provided that (i) any Lender, Issuing Lender or withholding and the Administrative Agent may determine, in its sole discretion consistent with its policies, whether to seek a Tax Benefit, (yii) any Taxes that are imposed on a Lender, Issuing Lender or the Borrower shall not be obligated pursuant Administrative Agent as a result of a disallowance or reduction of any Tax Benefit with respect to Section 5.04(a) to gross-up payments to be which such Lender, Issuing Lender or the Administrative Agent has made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided payment to the Borrower or the Internal Revenue Service Forms required to be provided to the Borrower 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 preceding sentence or elsewhere nothing in this Section 5.04 and except as set forth in Section 13.04(b5.5(e) shall require any Lender, Issuing Lender or the Administrative Agent to disclose any confidential information to the Borrower or the Guarantor (including, without limitation, its tax returns), and (iv) no Lender, Issuing Lender or the Borrower agrees Administrative Agent shall be required to pay any additional amounts and pursuant to indemnify each Lender in this Section 5.5(e) at any time which a Default or Event of Default exists (provided that such amounts shall be credited against amounts otherwise owed under this Agreement by the manner set forth in Section 5.04(a) (without regard to the identity of the jurisdiction requiring the deduction Borrower 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 TaxesGuarantor).

Net Payments. (a) All payments made by the Borrower hereunder and or under any Note 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 Section 5.04(b)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 sub-division 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 the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges 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, 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 under this Agreement or under any Note, 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. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for 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; 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 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 Borrower. 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 LenderLender 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 binding for all purposes absent manifest error. (b) Each Lender 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 Borrower and the Administrative Agent on or prior to the Effective Date orClosing Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 1.10 or 13.04(b) 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 (with respect to a complete exemption under an income tax treaty) 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 Note, or (ii) if 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 (with respect to a complete exemption under an income tax treaty) (or any successor forms) 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 (with respect to the portfolio interest exemption) 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 Note. In addition, each 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, such Lender it will deliver promptly to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty)4224 or 1001, or Form W-8BEN (with respect to the portfolio interest exemption) 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 Note, or such Lender it shall immediately notify the 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(b2.06(b). Notwithstanding anything to the contrary contained in Section 5.04(a2.06(a), but subject to Section 13.04(b11.04(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 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 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 Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the 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 preceding sentence or elsewhere in this Section 5.04 and except as set forth in Section 13.04(b), 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 such Taxes.,

Net Payments. (a) All payments (including, without limitation, any fees, commissions or expenses paid by the Borrower to any Financing Party) made by the Borrower hereunder and or under any Note other Financing Document will be made without setoff, counterclaim or other similar defense. Except as provided in Section 5.04(b), 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 sub-division 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 net profits gross receipts of a such Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office Applicable Lending Office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges 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, 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 under this Agreement the net amount received by the relevant Financing Party hereunder or under any Noteother 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 Note. If any amounts are payable in respect of Taxes pursuant to Financing Document as if the preceding sentence, the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for taxes imposed on corresponding deduction 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, 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 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 BorrowerAdministrative Agent. 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. (b) Each Lender 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 Borrower and the Administrative Agent on or prior agree to complete in good faith and execute and deliver to the Effective Date orBorrower, in a timely manner, such form, certificates, information or documentation relating to such Lender or Administrative Agent to establish the case extent to which any payments to such Lender or Administrative Agent are exempt from, or are entitled to a reduction of a withholding or deduction of any Taxes (collectively, the “Forms”). Notwithstanding anything to the contrary herein, neither any Lender that is an assignee or transferee of an interest under this Agreement nor the Administrative Agent shall be required to provide any Forms pursuant to this Section 2.13 or 13.04(b2.8(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 such Forms are required by law as 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 Notecondition 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 (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 Lender is not a “bank” within the meaning of Borrower pays any additional amount under this Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect 2.8 to a complete exemption under an income tax treaty) (Lender and such Lender determines in its sole discretion that it has actually received or realized in connection therewith any refund or any successor forms) pursuant to clause (i) abovereduction of, (x) a certificate substantially or credit against, its Tax liabilities 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 with respect to the portfolio interest exemption) taxable year in which the additional amount is paid (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 Note. In addition, each 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“Tax Benefit”), such Lender will deliver shall pay to the 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 Tax Benefit; provided, however, that (i) any Lender may determine, in its sole discretion consistent with the policies of such Lender, whether to seek a Tax Benefit; (ii) nothing in this Section 2.8(c) shall require any Lender to disclose any confidential information to the Borrower (including, without limitation, its tax returns); and (iii) no Lender shall be required to pay any amounts pursuant to this Section 2.8(c) at any time when a Default or Event of Default exists. (d) Notwithstanding anything to the contrary, the Borrower 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, Form W-8BEN (with respect to the benefits of any income tax treaty), or Form W-8BEN (with respect to the portfolio interest exemption) 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 Note, or such Lender shall immediately notify the 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 13.04(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 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 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 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 Borrower shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) date such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the 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 change is requested or required in writing by the contrary contained in the preceding sentence or elsewhere in this Section 5.04 and except as set forth in Section 13.04(b), 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 such TaxesBorrower.

Net Payments. (a) All payments made by the Borrower Company hereunder and or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b), 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 sub-division 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 managed and controlled or the jurisdiction in which the principal office or applicable lending office of such Lender Purchaser is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges 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, the 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 Note, 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. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower Company agrees to reimburse each LenderPurchaser, upon the written request of such LenderPurchaser, for 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 such Lender is organized or 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 such Lender is organized or 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 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 BorrowerCompany. The Borrower 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 LenderPurchaser. (b) Each Lender 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 Borrower and the Administrative Agent on or prior to the Effective Date or, in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 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 Note, or (ii) if 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 Note. In addition, each 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, such Lender will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), or Form 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 Note, or such Lender shall immediately notify the 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 13.04(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 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 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 Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the 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 preceding sentence or elsewhere in this Section 5.04 and except as set forth in Section 13.04(b), 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 such Taxes.

Net Payments. (a) All payments made by the Borrower hereunder and or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b4.04(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 sub-division 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 managed and controlled or the jurisdiction in which the principal office or applicable lending office of such Lender Bank is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect 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, the 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 Note, 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. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each LenderBank, upon the written request of such LenderBank, for 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 Lender 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 Lender 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 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 Borrower. 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 LenderBank. All amounts payable pursuant to this Section 4.04(a) shall be subject to the provisions of Section 12.17 (to the extent applicable). (b) Each Lender 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 Borrower and the Administrative Agent on or prior to the Restatement Effective Date orDate, or in the case of a Lender Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 1.13 or 13.04(b) 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 (with respect to a complete exemption under an income tax treaty) 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 Note, or (ii) if the Lender 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 (with respect to a complete exemption under an income tax treaty) (or any successor forms) 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 (with respect to the portfolio interest exemption) 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 Note. In addition, each 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, such Lender it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty)4224 or 1001, or Form W-8BEN (with respect to the portfolio interest exemption) 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 Note, or such Lender it shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate, in which case such Lender Bank 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 13.04(b12.04(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 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 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 Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a4.04(a) to gross-up payments to be made to a Lender 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 Borrower the Internal Revenue Service Forms required to be provided to the 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 preceding sentence or elsewhere in this Section 5.04 4.04 and except as set forth in Section 13.04(b12.04(b), the Borrower agrees to pay any 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 such Taxes. (c) If any Bank, 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, 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 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 Bank to apply for any refund or to disclose to any party any information relating to its tax affairs on any computations in respect thereof (including, without limitation, its tax returns).

Net Payments. (a) All payments made by the Borrower hereunder and or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b4.04(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 sub-division 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 the principal office or applicable lending office of such Lender is located (or any subdivision or taxing authority thereof or therein)) and all interest, penalties or similar liabilities with respect 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, 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 under this Agreement or under any Note, 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. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for 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 therein or in which the principal office 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, 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 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 Borrower. 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. (b) Each Lender 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 Borrower and the Administrative Agent on or prior to the Effective Date orDate, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 1.13 or 13.04(b) 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 (with respect to a complete exemption under an income tax treaty) 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 Note, Note or (ii) if 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 (with respect to a complete exemption under an income tax treaty) (or any successor forms) 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 (with respect to the portfolio interest exemption) 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 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, such Lender it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty)4224 or 1001, or Form W-8BEN (with respect to the portfolio interest exemption) 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 Note, or such Lender it shall immediately notify the 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 13.04(b12.04(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 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 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 Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the 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 in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the 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 preceding sentence or elsewhere in this Section 5.04 4.04 and except as set forth in Section 13.04(b12.04(b), 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 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 such Taxes.

Net Payments. (a) All Except as provided for in Section 5.3(b), all payments made by the Borrower hereunder and hereunder, under any Note will be or any other Credit 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 Section 5.04(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 sub-division 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 the principal office or applicable lending office 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 to such non-excluded taxes, levies, 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, the 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 Noteother 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 NoteNote or in such other Credit Document. If any amounts are payable in respect of Taxes pursuant to the preceding sentencethis Section 5.3(a), the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for 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 located, as the case may be, 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 therein, and for any withholding of income or similar 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, which request shall be accompanied by a statement from such Lender setting forth, in reasonable detail, the computations used in determining such amounts. The 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 Borrower. 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. (b) Each Lender 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 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 Borrower and the Administrative Agent on or prior to the Effective Date orClosing Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 13.04(b) 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 Forms W-8BEN, W-8ECI, W-8EXP or W-8IMY (or successor, substitute or other appropriate forms and, in the case of Form W-8ECI or Form W-8IMY, complete with accompanying Forms W-8BEN (with respect to a complete exemption under an income tax treaty) (or successor formsbeneficial 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 NoteNote or any other Credit Document, or (ii) if 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 (with respect Forms referred to a complete exemption under an income tax treaty) (or any successor forms) pursuant 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 (with respect to the portfolio interest exemption) (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 NoteNote or any other Credit Document. In addition, each 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, such Lender it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty)Form, or Form W-8BEN (with respect to the portfolio interest exemption) 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 NoteNote or any other Credit Document, or such Lender it shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or CertificateExemption Certificate and related documentation, in which case such Lender shall not be required to deliver any such Form or 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 13.04(b13.5(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 fees or other amounts payable hereunder for the account of any Lender 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 Borrower U.S. the Internal Revenue Service Forms 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 Borrower shall not be obligated pursuant to Section 5.04(a5.3(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 (I) such Lender has not provided to the Borrower the Internal Revenue Service Forms forms required to be provided to the 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 preceding sentence or elsewhere in this Section 5.04 5.3 and except as set forth specifically provided for in Section 13.04(b13.5(c), the Borrower agrees to pay any 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 such income or similar Taxes. (c) 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 as to which indemnification has been paid by the Borrower pursuant to this Section 5.3, it shall promptly remit such refund (including any interest received in respect thereof), net of all actual out-of-pocket costs and expenses to the Borrower; provided, however, that the Borrower agrees to promptly return any such 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 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.

Net Payments. (a) All payments made by the Borrower hereunder and or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b4.04(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 sub-division 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 managed and controlled or the jurisdiction in which the principal office or applicable lending office of such Lender Bank is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect to such non-excluded taxesthereto (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, the 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 Note, 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. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each LenderBank, upon the written request of such LenderBank, for 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 Lender 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 Lender is organized or 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 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 Borrower. 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 LenderBank. 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 increased costs, 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 Borrower does hereby indemnify and hold harmless each Bank, for all such costs and does agree to pay same or cover any Bank's expenses or losses in regard to same. Borrower shall immediately pay such sums 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 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 Borrower and the Administrative Agent on or prior to the Effective Date ordate of this Agreement, or in the case of a Lender Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 1.13 or 13.04(b) 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 (with respect to a complete exemption under an income tax treaty) 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 Note, or (ii) if the Lender 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 (with respect to a complete exemption under an income tax treaty) (or any successor forms) 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 (with respect to the portfolio interest exemption) 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 Note. In addition, each 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, such Lender it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty)4224 or 1001, or Form W-8BEN (with respect to the portfolio interest exemption) 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 Note, or such Lender it shall immediately notify the 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(a1.10, 2.06 or 4.04(a), but subject to Section 13.04(b12.04(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 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 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 Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the 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 Bank in respect of income or similar taxes imposed by the United States if (I) if such Lender Bank has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the 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 preceding sentence or elsewhere in this Section 5.04 4.04 and except as set forth in Section 13.04(b12.04(b), the Borrower agrees to pay any 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 TaxesBank 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) The provisions of this Section 4.04 shall be subject to Section 1.12(b) (to the extent applicable).

Net Payments. (a) All payments made by the any Borrower hereunder and (including, in the case of any Guarantor, in its capacity as a Guarantor pursuant to Section 14) or under any Note will be made without setoff, deduction, counterclaim or other defense. Except as provided in Section 5.04(bSections 4.04(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 sub-division 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 the principal office or applicable lending office 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 to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges 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, 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 Note, 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. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the respective Borrower agrees to reimburse each Lender, upon the written request of such Lender, for 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, 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. The 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. (b) Each Lender 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 Borrower Corporation and the Administrative Agent on or prior to the Effective Date orDate, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 1.14 or 13.04(b) 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 Note, or (ii) if 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) (or any successor forms) 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 Note. In addition, each 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, such Lender or if requested by the Corporation or the Administrative Agent, it will deliver to the Borrower Corporation and the Administrative Agent two new accurate and complete original signed copies of U.S. Internal Revenue Service Form W-8ECI, W-8ECI or Form W-8BEN (with respect to the benefits of any income tax treaty), or Form 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 Note, or such Lender it shall immediately notify the Borrower Corporation 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). 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 13.04(b) and the immediately succeeding sentence, (x) the 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 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 Borrower Corporation U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower Borrowers shall not be obligated pursuant to Section 5.04(a4.04(a) hereof to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower Corporation the U.S. Internal Revenue Service Forms required to be provided to the 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 preceding sentence or elsewhere in this Section 5.04 4.04 and except as set forth in Section 13.04(b), the each 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 (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 such income or similar Taxes.

Net Payments. (a) All payments made by the Borrower hereunder and or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b4.04(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 sub-division 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 the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect 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, 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 under this Agreement or under any Note, 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. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for 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, 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 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 Borrower. 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. (b) Each Lender 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 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 Borrower and the Administrative Agent on or prior to the Effective Date orDate, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 1.13 or 13.04(b) (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 Note, or (ii) if 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 Note. In addition, each 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, such Lender will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), or Form 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 Note, or such Lender it shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form form or Certificatecertificate, 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 13.04(b12.04(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 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 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 Borrower the U.S. Internal Revenue Service Forms forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a4.04(a) hereof to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) if such Lender has not provided to the Borrower the Internal Revenue Service Forms forms required to be provided to the 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 preceding sentence or elsewhere in this Section 5.04 4.04 and except as set forth in Section 13.04(b12.04(b), 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 taxes. (c) Each Lender 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 such Borrower that may be necessary to establish any available exemption from, or reduction in the amount of, any Taxes; provided, however, that nothing in this Section 4.04(c) shall require a Lender to disclose any confidential information (including, without limitation, its tax returns or its Tax calculations).

Net Payments. (a) All payments made by the Borrower Borrowers hereunder and under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b4.04(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 sub-division 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 the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect 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, the 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 Note, 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. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees Borrowers agree to reimburse each Lender, upon the written request of such Lender, for 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, 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 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 such Borrower. The Borrower agrees 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. (b) Each Lender 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 Borrower Borrowers and the Administrative Agent on or prior to the Effective Date or, in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 2.07 or 13.04(b11.04(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 Note, or (ii) if 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 Note. In addition, each 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, such Lender will deliver to the Borrower Borrowers and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), or Form 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 Note, or such Lender shall immediately notify the Borrower Borrowers 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(b4.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a4.04(a), but subject to Section 13.04(b11.04(b) and the immediately succeeding sentence, (x) the 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 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 such Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower Borrowers shall not be obligated pursuant to Section 5.04(a4.04(a) to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower Borrowers the Internal Revenue Service Forms required to be provided to the 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 preceding sentence or elsewhere in this Section 5.04 4.04 and except as set forth in Section 13.04(b11.04(b), the Borrower agrees 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 such Taxes.

Net Payments. (a) All payments made by the each Borrower hereunder and or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b3.04(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 sub-division 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 the principal office or applicable lending office of such Lender is located (or any subdivision or taxing authority thereof or therein)) and all interest, penalties or similar liabilities with respect 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, the 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 Note, 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. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the relevant Borrower agrees to reimburse each LenderLender lending to such Borrower, upon the written request of such Lender, for 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 such Lender is organized therein or in which the principal office 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, 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 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 BorrowerAdministrative Agent within 15 days after such Borrower has received such certified copies of tax receipts). The 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 written assessment thereof. (b) Each Lender 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 Borrower Borrowers and the Administrative Agent on or prior to the Restatement Effective Date orDate, or in the case of a Lender that assumes an interest or is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 1.14, 1.16 or 13.04(b) 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 (with respect to a complete exemption under an income tax treaty) 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 Note, Note or (ii) if 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 (with respect to a complete exemption under an income tax treaty) (or any successor forms) 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 (with respect to the portfolio interest exemption) 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 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, such Lender it will deliver to the Borrower Borrowers and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty)4224 or 1001, or Form W-8BEN (with respect to the portfolio interest exemption) 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 Note, or or, if legally unable to deliver such Lender forms, it shall immediately notify the Borrower Borrowers 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(b3.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a3.04(a), but subject to Section 13.04(b11.04(b) and the immediately succeeding sentence, (x) the 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 fees or other amounts payable hereunder by such Borrower for the account of any Lender 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 Borrower U.S. Borrowers Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower 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 in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower Borrowers the Internal Revenue Service Forms required to be provided to the 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 preceding sentence or elsewhere in this Section 5.04 3.04 and except as set forth in Section 13.04(b11.04(b), the Borrower agrees Borrowers agree 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 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 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 a 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 amounts payable by a Borrower under Section 3.04(a) and would not, in the reasonable judgment of such Lender, be disadvantageous to such Lender.

Net Payments. (a) All payments made by the each Borrower hereunder and or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b3.04(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 sub-division 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 the principal office or applicable lending office of such Lender is located (or any subdivision or taxing authority thereof or therein)) and all interest, penalties or similar liabilities with respect 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, the 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 Note, 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. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the relevant Borrower agrees to reimburse each LenderLender lending to such Borrower, upon the written request of such Lender, for 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 such Lender is organized therein or in which the principal office 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, 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 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 BorrowerAdministrative Agent within 15 days after such Borrower has received such certified copies of tax receipts). The 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 written 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 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 Borrower Borrowers and the Administrative Agent on or prior to the Second Restatement Effective Date orDate, or in the case of a Lender that assumes an interest or is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 1.14, 1.16 or 13.04(b) 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 Note, Note or (ii) if 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 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 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, such Lender it will deliver to the Borrower Borrowers and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any an income tax treaty), ) or Form 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 Note, or or, if legally unable to deliver such Lender forms, it shall immediately notify the Borrower Borrowers 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(b3.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a3.04(a), but subject to Section 13.04(b11.04(b) and the immediately succeeding sentence, (x) the 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 fees or other amounts payable hereunder by such Borrower for the account of any Lender 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 Borrower U.S. Borrowers Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower 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 in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower Borrowers the Internal Revenue Service Forms required to be provided to the 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 preceding sentence or elsewhere in this Section 5.04 3.04 and except as set forth in Section 13.04(b11.04(b), the Borrower agrees Borrowers agree 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 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 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) 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 a 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 amounts payable by a Borrower under Section 3.04(a) and would not, in the reasonable judgment of such Lender, be disadvantageous to such Lender provided, however, that nothing in this Section 3.04(d) shall require a Lender to disclose any confidential information (including, without limitation, its tax returns or its calculations).

Net Payments. (a) All payments made by the Borrower hereunder and or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b4.04(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 sub-division 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 the principal office or applicable lending office of such Lender Bank is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect 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, 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 under this Agreement or under any Note, 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. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each LenderBank, upon the written request of such LenderBank, for 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 Lender 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 Lender Bank is organized or 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 LenderBank, 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 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 Borrower. 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 LenderBank. (b) Each Lender 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 Borrower and the Administrative Agent on or prior to the Restatement Effective Date orDate, or in the case of a Lender Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 1.13 or 13.04(b) 13.04 (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 (with respect to a complete exemption under an income tax treaty) 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 Note, or (ii) if the Lender 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 (with respect to a complete exemption under an income tax treaty) (or any successor forms) 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 (with respect to the portfolio interest exemption) 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 Note. In addition, each 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, such Lender Bank will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN 4224 or 1001 (with respect to the benefits of any income tax treatyor successor forms), or Form W-8BEN W-8 (with respect to the portfolio interest exemptionor successor form) 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 Note, or such Lender Bank shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate, in which case such Lender Bank 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 13.04(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 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 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 Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a4.04(a) hereof to gross-up payments to be made to a Lender Bank in respect of income or similar taxes imposed by the United States if (I) such Lender Bank has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the 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 preceding sentence or elsewhere in this Section 5.04 4.04 and except as set forth in Section 13.04(b), the Borrower agrees to pay any 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 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 Taxes.

Net Payments. (a) All payments made by the Borrower hereunder and under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b4.04(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 sub-division 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 (or franchise taxes imposed in lieu of thereof) of a Lender pursuant to the laws of the jurisdiction in which it is organized or any jurisdiction with which such Lender otherwise has a present or former connection, provided that the nexus giving rise to taxation is created solely by the Lender (other than any such connection arising from such Lender having executed, delivered, performed its obligations or received a payment under or enforced any Loan Document) and any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which the Lender is located, provided that the nexus giving rise to taxation is created solely by the Lender, or the jurisdiction in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect 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, 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 under this Agreement or under any Note, 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. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for 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, 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 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 such Borrower. 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. (b) Each Lender 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 Borrower and the Administrative Agent on or prior to the Effective Date or, in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 13.04(b12.04(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 or, in the case of an Eligible Transferee that becomes a Lender pursuant to Section 2.14 on the date such Eligible Transferee becomes a 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 Note, or (ii) if 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 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 (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 Note. In addition, each 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, such Lender will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), or Form 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 Note, or such Lender shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form form or Certificatecertificate, 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(a), 4.04(a) but subject to Section 13.04(b12.04(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 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 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 Borrower U.S. Internal Revenue Service Forms forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a4.04(a) to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) if such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the 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 preceding sentence or elsewhere in this Section 5.04 4.04 and except as set forth in Section 13.04(b12.04(b), 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 income or similar taxes. (c) Each Lender that is a United States person (as such Taxesterm 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, to the extent requested by either the Borrower or the Administrative Agent, two accurate and complete original signed copies of Internal Revenue Services Form W-9 (or successor forms), or other documentation reasonably satisfactory to the Borrower, certifying to such Lender’s exemption from back-up withholding. (d) 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 (a “Tax Benefit”), 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, that was obtained by the Lender in such year as a consequence of such Tax Benefit; provided, however, that (i) any Lender may determine, in its sole discretion consistent with the policies of such Lender, whether to seek a Tax Benefit; (ii) any Taxes that are imposed on a Lender as a result of a disallowance or reduction (including through the expiration of any tax credit carryover or carryback of such Lender that otherwise would not have expired) of any Tax Benefit with respect to which such Lender has made a payment to a Credit Party pursuant to this Section 4.04(d) shall be treated as a Tax for which the Borrower is obligated to indemnify such Lender pursuant to this Section 4.04 without any exclusions or defenses; (iii) nothing in this Section 4.04(d) shall require the Lender to disclose any confidential information to any Credit Party (including, without limitation, its tax returns); and (iv) no Lender shall be required to pay any amounts pursuant to this Section 4.04(d) at any time which a Default or Event of Default exists.

Net Payments. (a) All payments made by the Borrower hereunder and or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b4.04(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 sub-division 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 the principal office or applicable lending office of such Lender Bank is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges 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, 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 under this Agreement or under any Note, 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. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each LenderBank, upon within five Business Days after the written request of such LenderBank, for 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 Lender is organized or in which the principal office or applicable lending lend ing 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 Lender is organized or 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 pay able 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 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 Borrower. The Borrower agrees to indemnify and hold harmless each LenderBank, and reimburse such Lender upon Bank within five Business Days after its written request, for the amount of any Taxes so levied or imposed and paid by such LenderBank. (b) Each Lender 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 Borrower and the Administrative Agent on or prior to the Effective Date orDate, or in the case of a Lender Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 1.13 or 13.04(b) 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 (with respect to a complete exemption under an income tax treaty) 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 Note, or (ii) if the Lender Bank is not a “"bank” " within the meaning of Section 881(c)(3)(A) of the Code and cancan not deliver either Internal Revenue Service Form W-8ECI 1001 or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or any successor forms) 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 (with respect to the portfolio interest exemption) 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 Note. In addition, each 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, such Lender it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty)4224 or 1001, or Form W-8BEN (with respect to the portfolio interest exemption) 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 Note, or such Lender it shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate, Certificate in which case such Lender Bank 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 13.04(b12.04(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 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 hereunder for the account of any Lender 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 Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a4.04(a) hereof to gross-up payments to be made to a Lender Bank in respect of income or similar taxes imposed by the United States if (I) such Lender Bank has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the 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 preceding sentence or elsewhere in this Section 5.04 4.04 and except as set forth in Section 13.04(b12.04(b), the Borrower agrees to pay any 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 govern mental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such Taxes.

Net Payments. (a) All payments made by the Borrower hereunder and or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b4.04(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 sub-division 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 managed and controlled or the jurisdiction in which the principal office or applicable lending office of such Lender Bank is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect to such non-excluded taxesthereto (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”"TAXES"). If any Taxes are so levied or imposed, the 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 Note, 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. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each LenderBank, upon the written request of such LenderBank, for 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 Lender 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 Lender is organized or 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 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 Borrower. 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 LenderBank. (b) Each Lender 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 Borrower and the Administrative Agent on or prior to the Effective Date ordate of this Agreement, or in the case of a Lender Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 1.13 or 13.04(b) 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 (with respect to a complete exemption under an income tax treaty) 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 Note, or (ii) if the Lender 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 (with respect to a complete exemption under an income tax treaty) (or any successor forms) 4224 pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit EXHIBIT D hereto (any such certificate, a “Section 5.04(b)(ii"SECTION 4.04(b)(ii) Certificate”CERTIFICATE") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) 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 Note. In addition, each 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, such Lender it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty)4224 or 1001, or Form W-8BEN (with respect to the portfolio interest exemption) 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 Note, or such Lender it shall immediately notify the 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(a1.10, 2.06 or 4.04(a), but subject to Section 13.04(b12.04(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 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 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 Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the 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 Bank in respect of income or similar taxes imposed by the United States if (I) if such Lender Bank has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the 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 preceding sentence or elsewhere in this Section 5.04 4.04 and except as set forth in Section 13.04(b12.04(b), the Borrower agrees to pay any 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 TaxesBank 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) The provisions of this Section 4.04 shall be subject to Section 1.12(b) (to the extent applicable).

Net Payments. (a) All payments made by the Borrower hereunder and or under any Revolving Note will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b4.04(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 sub-division 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, or any franchise tax based on the net income or profits of a Bank, in either case pursuant to the laws of the United States of America, the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender Bank is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges thereto (all such non-excluded taxes, levies, impostsimports, duties, fees, assessments or other charges being referred to collectively as “"Taxes”"). If any such 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 under this Agreement or under any Revolving Note, 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. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each LenderBank, upon the written request of such LenderBank, for taxes imposed on or measured by the net income or net profits of such Lender Bank, or any franchise tax based on the net income or profits of such Bank, in either case 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 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 Borrower. 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.which (b) Each Lender that 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 agrees (i) in the case of any such Bank that is a "bank" within the meaning of Section 881(c)(3)(A) of the Code and which constitutes a Bank hereunder on the Effective Date, to deliver provide to the Borrower and the Administrative Agent on or prior to the Effective Date or, in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 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 4224 or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or successor forms) 1001 certifying to such Lender’s Bank's entitlement as of such date to a complete an exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Revolving Note, or (ii) if in the Lender case of any such Bank that is not a “"bank” " within the meaning of Section 881(c)(3)(A) of the Code Code, that, to the extent legally entitled to do so, (x) with respect to a Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 1.13 or 13.04 (unless the respective Bank was already a Bank hereunder immediately prior to such assignment or transfer), upon the date of such assignment or transfer to such Bank, and cannot deliver either (y) with respect to any such Bank, from time to time upon the reasonable written request of the Borrower or the Agent after the Effective Date, such Bank will provide to the Borrower and the Agent two original signed copies of Internal Revenue Service Form W-8ECI 4224 or Form W-8BEN (with respect to a complete exemption under an income tax treaty) 1001 (or any successor forms) pursuant certifying to such Bank's entitlement to an exemption from, or reduction in, United States withholding tax with respect to payments to be made under this Agreement and under any Revolving Note, (iii) in the case of any such Bank (other than a Bank described in clause (i) or (ii) above) which constitutes a Bank hereunder on the Effective Date, to provide to the Borrower and the Agent, on or prior to the Effective Date (x) a certificate substantially in the form of Exhibit D (any such certificate, a “"Section 5.04(b)(ii4.04(b)(iii) 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) W-8, certifying to such Lender’s Bank's entitlement as at the date of such date certificate (assuming compliance by the Borrower with Section 13.17) to a complete an exemption from United States U.S. withholding tax under the provisions of Section 881(c) of the Code with respect to payments of interest to be made under this Agreement and under any Note. In addition, each Lender agrees that from time to time after Revolving Note and (iv) in the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, such Lender will deliver case (c) The provisions of this Section 4.04 are subject to the Borrower and the Administrative Agent two new accurate and complete original signed copies provisions of Internal Revenue Service Form W-8ECI, Form W-8BEN Section 13.15 (with respect to the benefits of any income tax treaty), or Form 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 Note, or such Lender shall immediately notify the 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 13.04(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 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 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 Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the 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 preceding sentence or elsewhere in this Section 5.04 and except as set forth in Section 13.04(bapplicable), 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 such Taxes.

Net Payments. (a) All payments made by the Borrower hereunder and ------------ or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b4.04(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 sub-division 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 the principal office or applicable lending office of such Lender Bank is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges 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, 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 under this Agreement or under any Note, 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. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each LenderBank, upon the written request of such LenderBank, for 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 Lender 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 Lender is organized or 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 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 Borrower. 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 LenderBank. (b) Each Lender 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 Borrower and the Administrative Agent on or prior to the Effective Date orDate, or in the case of a Lender Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 1.13 or 13.04(b) 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 (with respect to a complete exemption under an income tax treaty) 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 Note, or (ii) if the Lender 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 (with respect to a complete exemption under an income tax treaty) (or any successor forms) 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 (with respect to the portfolio interest exemption) 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 Note. In addition, each 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, such Lender it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty)4224 or 1001, or Form W-8BEN (with respect to the portfolio interest exemption) 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 Note, or such Lender it shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate, in which case such Lender Bank 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 13.04(b12.04(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 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 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 Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a4.04(a) hereof to gross-up payments to be made to a Lender Bank in respect of income or similar taxes imposed by the United States if (I) such Lender Bank has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the 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 preceding sentence or elsewhere in this Section 5.04 4.04 and except as set forth in Section 13.04(b12.04(b), the Borrower agrees to pay any 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 such income or similar Taxes.

Net Payments. (a) All payments made by the Borrower hereunder and or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b3.04(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 sub-division 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 and any taxes imposed solely on deposits or net assets of a Bank, in each case pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender Bank is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect 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 “"NonExcluded Taxes”"). If Except as otherwise provided in Section 3.04(b), if any NonExcluded Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such NonExcluded Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any Note, after withholding or deduction for or on account of any NonExcluded Taxes, will not be less than the amount provided for herein or in such Note. If any amounts are payable in respect of Non-Excluded Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each LenderBank, upon the written request of such LenderBank, for 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 Lender 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 Lender Bank is organized or 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 LenderBank, 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 Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any NonExcluded Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each LenderBank, and reimburse such Lender Bank upon its written request, for the amount of any NonExcluded Taxes so levied or imposed and paid by such LenderBank. (b) Each Lender 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 Borrower and the Administrative Agent on or prior to the Effective Date orDate, or in the case of a Lender Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 1.13 or 13.04(b) 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 (with respect to a complete exemption under an income tax treaty) 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 Note, or (ii) if the Lender 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 (with respect to a complete exemption under an income tax treaty) (or any successor forms) 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)(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) 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 Note. In addition, each 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, such Lender will it will, promptly upon request by the Borrower, deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty)4224 or 1001, or Form W-8BEN (with respect to the portfolio interest exemption) W-8 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 Note, or such Lender it shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or CertificateCertificate because a change in law or change in circumstance eliminates the availability to the Bank of an exemption from United States withholding tax with respect to payments to be made under this Agreement or any Note, in which case such Lender Bank shall not be required to deliver any such Form or 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 13.04(b) and the immediately succeeding sentence12.04(b), (x) 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 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 Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a3.04(a) hereof to gross-up payments to be made to a Lender Bank in respect of income or similar taxes imposed by the United States if (I) such Lender Bank has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the 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 preceding sentence or elsewhere in this Section 5.04 and except as set forth in Section 13.04(b), 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 such Taxes.

Net Payments. (a) All payments made by the Borrower Company hereunder and or under any Note will be made without setoff, counterclaim or other defensedefense (which payment shall not be deemed a waiver by the Company of any claims arising under this Agreement). Except as provided in Section 5.04(b4.04(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 sub-division 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 Bank pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender Bank is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges 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, the Borrower Company 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 Note, 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. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower Company agrees to reimburse each LenderBank, upon the written request of such LenderBank, for 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 Lender 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 Lender is organized or 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; PROVIDED, HOWEVER, that no such reimbursement shall be required unless such Bank determines that the amount of such Taxes exceeds the amount of any credit, allowance or deduction allowable to such Bank as an offset against any Taxes payable on behalf of such Bank and in such event reimbursement shall not be required in any amount greater than such excess. The Borrower Company 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 BorrowerCompany. The Borrower Company agrees to indemnify and hold harmless each LenderBank and the Agent, and reimburse such Lender Bank and the Agent upon its written request, for the amount of any Taxes so levied or imposed and paid by such LenderBank or the Agent. A certificate as to the amount of any such required indemnification payment prepared by such Bank or the Agent shall be final, conclusive and binding for all purposes absent manifest error. (b) Each Lender 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 Borrower Company and the Administrative Agent on or prior to the Effective Date orDate, or in the case of a Lender Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 1.13 or 13.04(b) 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 (with respect to a complete exemption under an income tax treaty) 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 Note, or (ii) if the Lender 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 (with respect to a complete exemption under an income tax treaty) (or any successor forms) 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 (with respect to the portfolio interest exemption) 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 Note. In addition, each 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, such Lender it will deliver promptly to the Borrower Company and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty)4224 or 1001, or Form W-8BEN (with respect to the portfolio interest exemption) 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 Note, or such Lender it shall immediately notify the Borrower Company and the Administrative Agent of its inability to deliver any such Form or Certificate, Certificate in which case such Lender Bank 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 13.04(b12.04(b) and the immediately succeeding sentence, (x) the Borrower Company 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 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 Borrower Company U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower Company shall not be obligated pursuant to Section 5.04(a4.04(a) hereof to gross-up payments to be made to a Lender Bank in respect of income withholding or similar taxes imposed by the United States if (I) such Lender Bank has not provided to the Borrower Company the Internal Revenue Service Forms required to be provided to the Borrower Company 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 preceding sentence or elsewhere in this Section 5.04 4.04 and except as set forth in Section 13.04(b12.04(b), the Borrower Company agrees to pay any additional amounts and to indemnify each Lender Bank and the Agent 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 Taxes.

Net Payments. (ai) All payments made by the any Borrower hereunder and or under any Note Credit Document will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b)required by law, 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 sub-division subdivision or taxing authority thereof or therein with respect to such payments (but excluding, (1) any U.S. Federal withholding taxes imposed by FATCA, and (2) except as provided in the second succeeding sentencesentence after taking into account any available tax credit or deduction related directly thereto, any tax imposed on or measured by the net income or net profits, franchise taxes and branch profits taxes of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect 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, the applicable 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 Notethe applicable Credit Document, after withholding or deduction for or on account of any such Taxes, will not be less than the amount provided for herein which would have been received thereunder had no such deduction or in such Notewithholding been made. If any additional amounts are payable in respect of Taxes pursuant to the preceding sentence, the applicable Borrower agrees to reimburse each Lender, upon the written request of such Lender, for 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, in respect of such additional amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any additional amounts paid to or on behalf of such Lender pursuant to this sentence. The applicable 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 Parent Borrower. The Parent 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. (ii) Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Taxes attributable to such Lender (but only to the extent that any Borrower has not already indemnified the Administrative Agent for such Taxes and without limiting the obligation of the Borrowers to do so) and (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.04(a) relating to the maintenance of a Participant Register, in either case, that are payable or paid by the Administrative Agent in connection with any Credit 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 under any Credit Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (a)(ii). (b) Each Lender agrees to deliver to each Designated Subsidiary Borrower organized under the laws of the United States (each, a “U.S. Borrower”) and the Administrative Agent on or prior to the date that such U.S. Borrower becomes a Designated Subsidiary Borrower pursuant to Section 1.13, or in the case of a Lender that is not an assignee or transferee of an interest under this Agreement pursuant to Section 1.12 or Section 11.04 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer and already complied with this Section 3.04(b)), on the date of such assignment or transfer to such Lender, or in the case of an Additional Lender (unless the respective Additional Lender was already a Lender hereunder immediately prior to such assignment of transfer and already complied with this Section 3.04(b)), on the respective Additional Commitment Date (and from time to time thereafter upon the reasonable request of the U.S. Borrower or the Administrative Agent), (i) if such Lender 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 purposes, two accurate and complete original signed copies of Internal Revenue Service Form W-9, or any successor form, certifying that such Lender is entitled to deliver to the Borrower and the Administrative Agent on or prior to the Effective Date or, in the case of an exemption from U.S. backup withholding tax; (ii) if such Lender is not a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 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 LenderUnited States person for U.S. Federal income tax purposes, (ia) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI W-8BEN-E or Form W-8BEN (with respect to a complete exemption (or rate reduction) under an income tax treaty) (or Form W-8ECI, or successor forms) forms of any of the foregoing, certifying to such Lender’s entitlement as of such date to a complete exemption from (or rate reduction of) United States withholding tax with respect to payments to be made under this Agreement and under any NoteAgreement, or (iib) if the 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 W-8BEN-E or Form W-8BEN (with respect to a complete exemption (or reduction) under an income tax treaty) (or any successor forms) Form W-8ECI pursuant to clause (iii)(a) above, (x) a certificate substantially in the form of Exhibit D X-0, Xxxxxxx X-0, Xxxxxxx X-0 or Exhibit D-4 (as applicable) (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-E or 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 any Credit Document, or (c) to the extent that the Lender is not the beneficial owner, two accurate and under any Notecomplete original signed copies of Internal Revenue Service Form W-8IMY, accompanied by Internal Revenue Service Form W-8BEN-E or Form W-8BEN, Form W-8ECI, a Section 3.04(b)(ii) Certificate, Internal Revenue Service Form W-9 and/or other certification documents from each beneficial owner, as applicable. In addition, each Lender that is lending to and/or issuing Letters of Credit for the account of a U.S. Borrower 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, such Lender will deliver to the each U.S. Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-9, Form W-8ECI, Form W-8BEN-E or Form W-8BEN (with respect to the benefits of any income tax treaty), or Form W-8BEN-E or Form W-8BEN (with respect to the portfolio interest exemption) and ), Form W8IMY or 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 to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any NoteAgreement, or such Lender it shall immediately notify the each 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(b3.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a3.04(a), but subject to Section 13.04(b11.04(b) and the immediately succeeding sentence, (x) the each 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 hereunder for the account of any Lender 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 such U.S. Borrower, the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the no U.S. Borrower shall not be obligated pursuant to Section 5.04(a3.04(a) hereof to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) if such Lender has not provided to the Borrower such U.S. Borrower, the Internal Revenue Service Forms required to be provided to the U.S. Borrower pursuant to this Section 5.04(b3.04(b) or (II) in the case of a paymentpayment by the U.S. Borrowers, 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 preceding sentence or elsewhere in this Section 5.04 3.04 and except as set forth in Section 13.04(b3.04(c) or Section 11.04(b), (i) the Parent 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 taxes and (ii) no Lender shall be required to deliver any forms pursuant to this Section 3.04 that it is not legally entitled to deliver. (c) Notwithstanding anything herein to the contrary, neither Parent Borrower nor any Designated Subsidiary Borrower shall be under any obligation to pay any additional amounts to a Lender or indemnify any Lender under this Section 3.04 with respect to (i) any amounts withheld or deducted by Parent Borrower or any Designated Subsidiary Borrower prior to the date that is 180 days prior to the date that such Lender makes a written demand therefor or (ii) any Taxes paid by a Lender if written demand therefor is made to Parent Borrower or a Designated Subsidiary Borrower on a date that is 180 days after the date such Lender filed the tax return with respect to which such Taxes relate. (d) Each Lender 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 any Borrower that is not a U.S. Borrower any information as reasonably requested by such Borrower that may be necessary to establish any available exemption from, or reduction in the amount of, any Taxes; provided, however, that nothing in this Section 3.04(d) shall require a Lender to disclose any confidential information (including, without limitation, its tax returns or its Tax calculations). (e) If a payment made to a Lender under any Credit Document would be subject to U.S. Federal withholding taxes imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the applicable Borrower and the Administrative Agent, at the time or times prescribed by law and at such time or times reasonably requested by the applicable Borrower or the Administrative Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the applicable Borrower or the Administrative Agent as may be necessary for the applicable Borrower and the Administrative Agent to comply with their obligations under FATCA, and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 3.04(e), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Net Payments. (a) All Except as provided for in Section 5.3(b), all payments made by the Borrower hereunder and hereunder, under any Note will be or any other Credit 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 Section 5.04(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 sub-division 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 the principal office or applicable lending office 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 to such non-excluded taxes, levies, 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, the 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 Noteother 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 NoteNote or in such other Credit Document. If any amounts are payable in respect of Taxes pursuant to the preceding sentencethis Section 5.3(a), the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for 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 located, as the case may be, 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 therein, and for any withholding of income or similar 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, which request shall be accompanied by a statement from such Lender setting forth, in reasonable detail, the computations used in determining such amounts. The 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 Borrower. 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. (b) Each Lender 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 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 Borrower and the Administrative Agent on or prior to the Effective Date orClosing Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 13.04(b) 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 Forms W-8BEN, W-8ECI, W-8EXP or W-8IMY (or successor, substitute or other appropriate forms and, in the case of Form W-8ECI or Form W-8IMY, complete with accompanying Forms W-8BEN (with respect to a complete exemption under an income tax treaty) (or successor formsbeneficial 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 NoteNote or any other Credit Document, or (ii) if 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 (with respect Forms referred to a complete exemption under an income tax treaty) (or any successor forms) pursuant 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 (with respect to the portfolio interest exemption) (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 NoteNote or any other Credit Document. In addition, each 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, such Lender it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty)Form, or Form W-8BEN (with respect to the portfolio interest exemption) 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 NoteNote or any other Credit Document, or such Lender it shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or CertificateExemption Certificate and related documentation, in which case such Lender shall not be required to deliver any such Form or 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 13.04(b13.5(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 fees or other amounts payable hereunder for the account of any Lender which that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. 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 Borrower U.S. the Internal Revenue Service Forms 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 Borrower shall not be obligated pursuant to Section 5.04(a5.3(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 (I) such Lender has not provided to the Borrower the Internal Revenue Service Forms forms required to be provided to the 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 preceding sentence or elsewhere in this Section 5.04 5.3 and except as set forth specifically provided for in Section 13.04(b13.5(c), the Borrower agrees to pay any 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 such income or similar Taxes. (c) 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 as to which indemnification has been paid by the Borrower pursuant to this Section 5.3, it shall promptly remit such refund (including any interest received in respect thereof), net of all actual out-of-pocket costs and expenses to the Borrower; provided, however, that the Borrower agrees to promptly return any such 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 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.

Net Payments. (a) All payments made by the Borrower or any ------------ Subsidiary Guarantor hereunder and or under any Note and the Guarantees will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b5.06(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 now or hereafter imposed by any jurisdiction Governmental Authority or by any political sub-division 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 the principal office or applicable lending office Applicable Lending Office of such Lender is located or any jurisdiction in which such Lender conducts business or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “"Covered Taxes”"). If any ------------- Covered Taxes are so levied or imposed, Borrower and each Subsidiary Guarantor, as the Borrower case may be, agrees 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 Note, 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 Note. If any amounts are payable in respect of Covered Taxes pursuant to the preceding sentence, the Borrower and each Subsidiary Guarantor jointly and severally agrees to reimburse each Lender, upon the written request of such Lender, (i) for 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 such Lender is organized or 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 as such Lender shall determine are payable by, or withheld from, such Lender, 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; provided, however, that Borrower's and each ----------------- Subsidiary Guarantor's obligations shall be reduced by any Tax Benefit described in the following paragraph. The Borrower and each Subsidiary Guarantors, 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 evidencing such payment by the Borrower. The Borrower agrees and each Subsidiary Guarantor jointly and severally agree 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 LenderLender and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto. (a) if an Event of Default shall have occurred and be continuing; (ii) any taxes that are imposed on a Lender as a result of a disallowance or reduction (including through the expiration of any tax credit carryover or carryback of such Lender that otherwise would not have expired) of any Tax Benefit with respect to which such Lender has made a payment to Borrower or any Subsidiary Guarantor pursuant to this paragraph of this Section 5.06(a) shall be treated as a tax for which Borrower or any Guarantor is obligated to indemnify such Lender pursuant to this Section 5.06 without any exclusions or defenses; and (iii) nothing in this paragraph of this Section 5.06 (a) shall require the Lender to disclose any confidential information to Borrower or any Subsidiary Guarantor (including, without limitation, its tax returns or its computations relating to the determination of the Tax Benefit). (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for (a "Non-U.S. Federal income tax purposes Lender") agrees --------------- to deliver to the Borrower and the Administrative Agent on or prior to the Effective Date orClosing Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 13.04(b) 12.06 (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 (with respect to a complete exemption under an income tax treaty) 1001 (or successor forms) certifying to such Lender’s 's entitlement as of such date to a complete exemption from from, or reduction in rate of, United States withholding tax with respect to payments to be made under this Agreement and under any NoteNote (or, with respect to any assignee Lender, at least as extensive as the assigning Lender), or (ii) if 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 (with respect to a complete exemption under an income tax treaty) (or any successor forms) 4224 pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D H (any such certificate, a “"Section 5.04(b)(ii) 5.06 Certificate”") and (y) two --------- ------------------------ accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) W-8 (or successor form) certifying to such Lender’s 's entitlement as of such date to a complete exemption from from, or reduction in rate of, United States withholding tax with respect to payments of interest to be made under this Agreement and under any NoteNote (or, with respect to any assignee Lender, at least as extensive as the assigning Lender). In addition, each Lender agrees that from time to time after the Effective Closing Date, when a lapse in time or change in circumstances circum- stances renders the previous certification obsolete or inaccurate in any material respect, such Lender it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty)4224 or 1001, or Form W-8BEN (with respect to the portfolio interest exemption) W-8 and a Section 5.04(b)(ii) 5.06 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 Note, or such Lender it shall immediately notify the 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 form or Certificate certificate pursuant to this Section 5.04(b5.06(b). Notwithstanding anything the foregoing, no Lender shall be required to deliver any such form or certificate if a change in treaty, law or regulation has occurred prior to the contrary contained date on which such delivery would otherwise be required that renders any such form or certificate inapplicable or would prevent the Lender from duly completing and delivering any such form or certificate with respect to it and such Lender so advises Borrower. Borrower shall not be required to indemnify any Non-U.S. Lender, or to pay any additional amounts to any Non-U.S. Lender, in Section 5.04(a)respect of U.S. Federal withholding tax pursuant to paragraph (a) above to the extent that (i) the obligation to withhold amounts with respect to U.S. Federal withholding tax existed on the date such Non-U.S. Lender became a party to this Agreement; provided, but subject however, that this clause (i) ----------------- shall not apply to Section 13.04(b) and the immediately succeeding sentence, extent that (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct indemnity payments 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 additional amounts payable hereunder for the account of any Lender which is would be entitled to receive (without regard to this clause (i)) do not a United States person (as such term is defined in Section 7701(a)(30) of exceed the Code) for U.S. Federal income tax purposes indemnity payment or additional amounts that the Person making the assignment or transfer to the extent that such Lender has not provided would have been entitled to receive in the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from absence of such deduction assignment, participation or withholding and transfer, or (y) the Borrower shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to a Lender in respect of income such assignment or similar taxes imposed transfer had been requested by the United States if (I) such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the Borrower pursuant to this Section 5.04(b) Borrower, or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, the obligation to pay such additional amounts would not have arisen but for a failure by such Non-U.S. Lender to comply with the extent that such forms do not establish a complete exemption from withholding provisions of such taxesthis Section 5.06(b). Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 5.04 5.06 and except as set forth in Section 13.04(b12.06(b), the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a5.06(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 such Covered Taxes. (c) In addition, Borrower and each Subsidiary Guarantor jointly and severally agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or under the Note or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or the Notes (hereinafter referred to as "Other Taxes"). -----------

Net Payments. (a) All payments made by the Borrower hereunder and or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b5.06(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 now or hereafter imposed by any jurisdiction or by any political sub-division 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 the principal office or applicable lending office Applicable Lending Office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”"COVERED TAXES"). If any Covered Taxes are so levied or imposed, the Borrower agrees 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 or under any Note, 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 Note. If any amounts are payable in respect of Covered Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for 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 in which such Lender is organized or 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, 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 Borrower 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 evidencing such payment by the Borrower. The Borrower agrees 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 LenderLender and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto. (b) Each Lender 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 Borrower and the Administrative Agent on or prior to the Effective Closing Date or, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 13.04(b) 12.06 (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 (with respect to a complete exemption under an income tax treaty) 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 Note, or (ii) if 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 (with respect to a complete exemption under an income tax treaty) (or any successor forms) 4224 pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D EXHIBIT H (any such certificate, a “Section 5.04(b)(ii) Certificate”"SECTION 5.06 CERTIFICATE") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) 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 Note. In addition, each 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, such Lender it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty)4224 or 1001, or Form W-8BEN (with respect to the portfolio interest exemption) W-8 and a Section 5.04(b)(ii) 5.06 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 Note, or such Lender it shall immediately notify the 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(a5.06(a), but subject to Section 13.04(b12.06(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 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 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 Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a4.04(a) hereof to gross-gross up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the Borrower pursuant to this Section 5.04(b5.06(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 preceding sentence or elsewhere in this Section 5.04 5.06 and except as set forth in Section 13.04(b12.06(b), the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 5.04(a5.06(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 such income or similar Covered Taxes. (c) In addition, Borrower agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or under the Note or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or the Notes (other than Oklahoma mortgage recording tax) (hereinafter referred to as "OTHER TAXES").

Net Payments. (a) All payments made by the Borrower hereunder and under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b), 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 sub-division 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 the Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such the Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect 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, 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 under this Agreement or under any NoteAgreement, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Noteherein. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each the Lender, upon the written request of such the Lender, for taxes imposed on or measured by the net income or net profits of such the Lender pursuant to the laws of the jurisdiction in which such the Lender is organized or in which the principal office or applicable lending office of such the Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such the Lender is organized or in which the principal office or applicable lending office of such the Lender is located and for any withholding of taxes as such the Lender shall determine in good faith are payable by, or withheld from, such the Lender, in respect of such amounts so paid to or on behalf of such the Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such the Lender pursuant to this sentence. The Borrower will furnish to the Administrative Agent Lender 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 BorrowerBorrower or, if the relevant taxing authority does not issue such receipts, such other documents of payment as may be reasonably satisfactory to the Lender. The Borrower agrees to indemnify indemnify, defend and hold harmless each the Lender, and reimburse such the Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lenderthe Lender and all costs and expenses incurred in connection with same including, without limitation, attorney's fees and interest and penalties on the Taxes. (b) Each Notwithstanding Section 3.03(a), the Borrower shall not be required to make any payments to the Lender that is not a United States person pursuant to Section 3.03(a) unless the Lender complies with the following certification requirements: (as such term is defined in Section 7701(a)(30i) of the Code) for U.S. Federal income tax purposes agrees to Lender shall, no later than the Initial Borrowing Date, deliver to the Borrower and the Administrative Agent on or prior to the Effective Date or, in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 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 originals of Internal Revenue Service Form W-8ECI or any successor thereto (collectively, "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 NoteW-8ECI"), or (ii) if 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 originals of Internal Revenue Service Form W-8BEN or any successor thereto (with respect collectively, "Form W-8BEN"), as appropriate, in each case indicating that the Lender is on the date of delivery thereof entitled 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 receive all payments of interest to be made under this Agreement and under any Note. In addition, each free from withholding of United States federal income tax; (ii) the 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, such Lender will shall deliver to the Borrower two further Form W-8ECIs or Form W-8BENs, as appropriate, on or before the date that any such forms expire or become obsolete and after the Administrative Agent two new accurate and complete original signed copies occurrence of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect any event requiring a change in the most recent form previously delivered by it to the benefits of any income tax treaty), Borrower (other than a change in law that renders such forms inapplicable or Form W-8BEN (with respect to which would prevent the portfolio interest exemption) Lender from duly completing 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 Note, or such Lender shall immediately notify the Borrower and the Administrative Agent of its inability to deliver delivering any such Form or Certificate, in which case form) unless the Lender is precluded from delivering 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 13.04(b) and the immediately succeeding sentence, forms; and (xiii) the Borrower shall be entitledLender shall, to the extent it is required legally entitled to do so by lawand the same would not be disadvantageous to it, promptly upon the Borrower's reasonable request to deduct or withhold income or similar taxes imposed by that effect, and at the United States (or any political subdivision or taxing authority thereof or therein) from interestBorrower's cost and expense, Fees or other amounts payable hereunder for the account of any Lender 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 deliver to the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to a Lender in respect of income other forms or similar taxes imposed documentation as may be required from time to time by the United States if (I) such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the 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 preceding sentence or elsewhere in this Section 5.04 and except as set forth in Section 13.04(b), 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 rule or order, or regulation in order to establish the interpretation thereof, relating to the deducting or Lender's exemption from withholding of such Taxeson payments under this Agreement.

Net Payments. (a) All payments made by the Borrower hereunder and or under any Revolving Note will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b4.04(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 sub-division 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 the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges 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, 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 under this Agreement or under any Revolving Note, 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. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for 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 or similar taxes as such Lender shall determine are payable by, or withheld from, such Lender, Lender but only 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 Borrower will furnish to the Administrative Agent within 45 days after the date the payment or other documentary proof providing evidence of such payment that is satisfactory to the Administrative Agent of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. 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. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. Federal income tax purposes agrees to deliver to the Borrower and the Administrative Agent on or prior to the Effective Date orDate, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 1.13 or 13.04(b) 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 the Lender is not a “"bank” " within the meaning of Section 881(c)(3)(A) of the Internal Revenue 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 '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 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, such Lender it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), or Form 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 such Lender it shall immediately notify the 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(b4.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a4.04(a), but subject to Section 13.04(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 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 which is not a United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a4.04(a) hereof to gross-up payments to be made to a Lender Lender, or to indemnify, hold harmless or reimburse such Lender, in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the 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 preceding sentence or elsewhere in this Section 5.04 4.04 and except as set forth in Section 13.04(b), 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 income or similar Taxes (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such TaxesLender pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein provided that this parenthetical exception shall not apply for purposes of applying the fourth sentence of Section 4.04(a)).

Net Payments. (a) All payments made by the Borrower Borrowers hereunder and under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b3.04(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 sub-division subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second two succeeding sentencesentences, any tax taxes 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 the principal office or applicable lending office of such Lender Bank is located or any subdivision thereof or therein) ), and all any interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges 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, the each applicable 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 NoteAgreement, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein provided, however, that no such Borrower shall be required to increase any such amounts payable to any Bank (or in assignee of such NoteBank) that is not organized under the laws of the United States if such Bank fails to comply with subsection (b) of this Section 3.04. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable Borrower agrees to reimburse each LenderBank, upon the written request of such LenderBank, for 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 Lender 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 Lender is organized or in which the principal office or applicable lending office of such Lender Bank is located and for any withholding or income or similar taxes imposed by the United States of taxes America 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 Borrower Borrowers will furnish to the Administrative Agent Agent, within 45 days after the date the payment of any Taxes is are due pursuant to applicable law law, certified copies of tax receipts evidencing such payment by the BorrowerBorrowers. The Borrower agrees Borrowers agree 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 LenderBank. (b) Each Lender that 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 agrees (i) to deliver provide to the Borrower Borrowers and the Administrative Agent Agent, on or prior to the Effective Date orDate, in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 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 4224 or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (1001, or successor forms) applicable form (including, if applicable, Form W-8ECI, W-8BEN or W-8IMY), as the case may be, certifying to such Lender’s Bank's entitlement as of such date to a complete an exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Note, or (ii) if the Lender is not a “bank” within the meaning of Section 881(c)(3)(A(x) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption any such Bank that is an assignee or transferee of an interest under an income tax treaty) (or any successor forms) this Agreement pursuant to clause Section 1.12 or 12.04 (i) aboveunless the respective Bank was already a Bank hereunder immediately prior to such assignment or transfer), (x) a certificate substantially in upon the form date of Exhibit D (any such certificateassignment or transfer to such Bank, a “Section 5.04(b)(ii) Certificate”) and (y) with respect to any such Bank, from time to time upon the reasonable written request of the Borrowers or the Administrative Agent after the Effective Date, such Bank will provide to the Borrowers and the Administrative Agent two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) (4224 or Form 1001 and Form W-8 or W-9, or successor formapplicable forms (including, if applicable, Form W-8ECI, W-8BEN or W-8IMY) certifying to such Lender’s Bank's entitlement as of such date to a complete an exemption from from, or reduction in, United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note. In addition, each 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, such Lender will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), or Form 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 Note, or such Lender it shall immediately promptly notify the Borrower Borrowers and the Administrative Agent of its inability as a result of a change in law or treaty to deliver any such Form form or Certificatecertificate, 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(bclause (b). Notwithstanding anything to the contrary contained in Section 5.04(a3.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the Borrower 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 fees or other amounts payable hereunder (without any obligation to pay the respective Bank additional amounts with respect thereto) for the account of any Lender 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 and which has not provided to the such Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower the Internal Revenue Service Forms forms required to be provided to the Borrower Borrowers pursuant to the first sentence of 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 preceding sentence or elsewhere in this Section 5.04 and except as set forth in Section 13.04(b), 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 such Taxes.Section

Net Payments. (a) All payments made by or on behalf of the Borrower hereunder and under any Note Credit Document will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b)required by applicable law, all such payments will be made free and clear of, and without deduction or withholding for, 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 sub-division or taxing authority thereof or therein Taxes with respect to such payments (but excluding, except as provided in the second succeeding sentence, (i) any tax Tax imposed on or measured by the net income or net (however denominated), franchise Taxes and branch profits of Taxes that are imposed on a Lender or other Recipient pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein, and (ii) any Tax imposed on or measured by net income (however denominated), franchise Taxes and all interestbranch profits Taxes that are imposed on a Lender or other Recipient as a result of a present or former connection between such Lender or Recipient and the jurisdiction of the governmental authority imposing such Tax or any political subdivision or taxing authority thereof (other than connections arising from such Lender or Recipient having executed, penalties delivered, become a party to, performed its obligations under, received payments under, received or similar liabilities perfected a security interest under, engaged in any other transaction pursuant to or enforced any Credit Document, or sold or assigned an interest in any Loan or Credit Document), (iii) in the case of a Lender, any United States Federal withholding Tax that is imposed on amounts payable to or for the account of the Lender pursuant to a law in effect on the date such Lender becomes a party to or under this Agreement, or such Lender changes its lending office (except for an assignment or change in lending office as a result of a request from the Borrower), except in each case to the extent that, pursuant to Section 5.04, amounts with respect to such non-excluded taxesTaxes were either payable to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, levies, imposts, duties, fees, assessments (iv) any Tax imposed on a Lender or other charges Recipient that is attributable to such Lender’s or other Recipient’s failure to comply with the relevant requirements set forth in Section 5.04(b), and (v) any United States Federal withholding Tax imposed pursuant to Sections 1471 through 1474 of the Code, as of the date of this Agreement, any regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, and any fiscal or regulatory legislation adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections of the Code (such requirements referred to, collectively, as “FATCA”) (all such excluded Taxes in clauses (i) – (v) being referred to, collectively, as “Excluded Taxes”))(all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges Excluded Taxes being referred to collectively as “Indemnified Taxes”). If any Indemnified Taxes are so levied or imposed, the Borrower 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 Notethe Credit Documents, after withholding or deduction for or on account of any TaxesIndemnified Taxes (including such deduction and withholding applicable to additional amounts payable under this Section 5.04) , will not be less than the amount provided for herein or in such Note. If any amounts are payable in respect of Credit Document as if such Indemnified Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for taxes imposed on had not been levied 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, 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 sentenceimposed. The Borrower will furnish to the Administrative Agent Agent, within 45 days after the date the payment of any Taxes payable hereunder is due pursuant to applicable law law, certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each LenderLender and Agent, and reimburse such Lender or Agent upon its written request, for the amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable pursuant to this sentence) so levied or imposed and paid by such LenderLender or Agent (other than for any interest or penalties directly attributable to any failure of a Lender to file any returns or pay any Indemnified Taxes directly attributable to this Agreement, to the extent such Lender was legally required to file such returns and/or pay such Indemnified Taxes and was reasonably informed by the Borrower about such requirements and had all information necessary to file such returns and/or pay such Indemnified Taxes). For purposes of this Section 5.04(a), Indemnified Taxes shall include Other Taxes. (b) Each To the extent it is legally entitled, each Lender that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Code) agrees to deliver to the Borrower and the Administrative Agent on or prior to the Effective Date or, in the case of a Lender that is an assignee, transferee or acquiror of an interest under this Agreement pursuant to Section 2.06, 2.07 or 13.04(b) (unless the respective Lender was already a Lender hereunder immediately prior to such assignment, transfer or acquisition), on the date of such assignment, transfer or acquisition to or by such Lender, two properly completed and duly signed copies of Internal Revenue Service Form W-9 (or any successor form) certifying that such Lender is exempt from U.S. Federal withholding tax. To the extent it is legally entitled, each Lender 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 Borrower and the Administrative Agent on or prior to the Effective Date or, in the case of a Lender that is an assignee assignee, transferee or transferee acquiror of an interest under this Agreement pursuant to Section 2.13 2.06, 2.07 or 13.04(b) (unless the respective Lender was already a Lender hereunder immediately prior to such assignment assignment, transfer or transferacquisition), on the date of such assignment assignment, transfer or transfer acquisition to or by such LenderLender (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or W 8ECI, Form W-8BEN W 8BEN (with respect to a complete exemption under an income tax treaty) or Form W-8IMY (together with any applicable underlying Internal Revenue Service forms) (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 Noteother Credit Document, or (ii) if 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 8ECI or Form W-8BEN W 8BEN (with respect to a complete exemption under an income tax treaty) or W-8IMY (or any successor forms) 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) Certificate”) and (y) two accurate and complete original signed copies of applicable Internal Revenue Service Form W-8BEN W 8 (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 Noteother Credit Document, or (iii) any other form prescribed by applicable requirements of U.S. Federal income tax law as a basis for claiming exemption from or a reduction in U.S. Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable requirements of law to permit the Borrower and the Administrative Agent to determine the withholding or deduction required to be made and to permit the Borrower and the Administrative Agent to comply with their obligations under FATCA. In addition, each 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 respectrespect and from time to time thereafter upon the request of the Borrower or the Administrative Agent, such Lender will will, to the extent it is legally entitled, deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECIW 8ECI, Form W-8BEN W 8BEN (with respect to the benefits of any income tax treaty), Form W-8IMY (together with any applicable underlying Internal Revenue Service forms) or applicable Form W-8BEN W-8 (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 Note, or such Lender shall immediately notify the 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 13.04(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 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 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 Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the 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 preceding sentence or elsewhere in this Section 5.04 and except as set forth in Section 13.04(b), 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 deduction or withholding of any Taxes. Notwithstanding anything to the contrary in this Section 5.04(b), the completion, execution and submission of any documentation shall not be required if, in the Lender’s reasonable judgment, such Taxescompletion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (c) Each Lender shall indemnify the Administrative Agent for the full amount of any Taxes imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (i) that are attributable to such Lender (but only to the extent that the Borrower has not already reimbursed the Administrative Agent for such Taxes and without limiting the obligation of the Borrower to do so) or (ii) that are attributable to such Lender’s failure to comply with the provisions of Section 13.15 relating to the maintenance of a Participant Register, in either case, that are payable or paid by the Administrative Agent, together with all interest, penalties, reasonable costs and expenses arising therefrom or with respect thereto in connection with any Credit Document, as determined by the Administrative Agent in good faith. 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. (d) Each applicable party’s obligations under this Section 5.04 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under the Credit Documents.

Net Payments. (a) All payments made by the any Borrower hereunder and or ------------ under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b), 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 sub-division subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second immediately succeeding sentence, any tax imposed on or measured by the net income or net profits of a Lender Bank, or any franchise tax based on the net income or profits of a Bank, in either case pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender Bank is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges thereto (all such non-excluded taxes, levies, impostsimports, duties, fees, assessments or other charges being referred to collectively as “"Taxes”"). If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then such Borrower shall reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income or profits of such Bank, or any franchise tax based on the net income or profits of a Bank, in either case pursuant to the laws of the jurisdiction in which the principal office or applicable lending office of such 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 Bank is located and for any withholding of income or similar taxes imposed by the United States as such Bank shall determine are payable by, or withheld from, such Bank in respect of such amounts so paid to or on behalf of such Bank pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Bank pursuant to this sentence. If any Taxes are so levied or imposed, the then such Borrower agrees to shall 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 Note, 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. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for 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, 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 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 evidencing such payment by the such Borrower. The Each Borrower agrees to shall 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 LenderBank. (b) Each Lender Bank agrees, to the extent such Bank is entitled at such time to a total or partial exemption from withholding that is not required to be evidenced by 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 Internal Revenue Service Form 1001 or 4224, to deliver to the Borrower and Agent (with a copy to the Administrative Agent on or Borrowers), prior to the Effective Initial Borrowing Date or, in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 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 Note, or (ii) if 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 Note. In addition, each Lender agrees that from time to time after thereafter as requested by the Effective Date, when a lapse in time Agent or change in circumstances renders the previous certification obsolete or inaccurate in any material respectBorrowers, such Lender will deliver Form 1001 or 4224 (as applicable) or any successor thereto, completed in a manner reasonably satisfactory to the Borrower Agent and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), or Form 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 Note, or such Lender shall immediately notify the 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 13.04(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 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 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 Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the 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 preceding sentence or elsewhere in this Section 5.04 and except as set forth in Section 13.04(b), 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 such TaxesBorrower.

Net Payments. (a) All payments made by the Borrower hereunder and or under any Note Pagare will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b), all such Axx xxxh payments will be made free and clear of, and without deduction or withholding for, any present or future federal, state, or local income, payroll, withholding, social security, sales, use, service, leasing excise, franchise, value added, estimated, occupation, real and personal property, stamp, transfer, workers' compensation, severance or other taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political sub-division subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second third 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 any jurisdiction in which the principal office or applicable lending office of such Lender is located maintains a place of business or any subdivision thereof or therein) and all interest, penalties addition thereto or similar liabilities with respect to such non-excluded nonexcluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded nonexcluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “"Taxes”"). In addition, Borrower shall pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any other Financing Agreement (hereinafter referred to as "Other Taxes"). If any Taxes or Other Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes or Other Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any NotePagare, after withholding or deduction for or on account of any Taxex xx Xther Taxes, will not be less than the amount provided for herein or in such NotePagare. If any amounts are payable in respect of Taxes pursuant or Other Taxex xxxxuant to the preceding sentenceforegoing, the Borrower agrees to reimburse such amounts to each Lender, upon the written request of such Lender, for taxes such Taxes or Other Taxes as are 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, 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 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 Borrower. 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. (b) Each Lender 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 Borrower and the Administrative Agent on or prior to the Effective Date or, in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 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 Note, or (ii) if 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 Note. In addition, each 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, such Lender will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), or Form 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 Note, or such Lender shall immediately notify the 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 13.04(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 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 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 Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the 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 preceding sentence or elsewhere in this Section 5.04 and except as set forth in Section 13.04(b), 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 such Taxes.jurisdiction

Net Payments. (a) All payments made by Holdings or the ------------ Borrower hereunder, or by the Borrower hereunder and under any Note Note, will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b4.04(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 here after imposed by any jurisdiction or by any political sub-division 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 any political subdivision or taxing authority thereof or therein in which the principal office or applicable lending office of such Lender Bank is located or any subdivision thereof or thereinlocated) and all interest, penalties or similar liabilities with respect to such non-excluded taxesthereto (collectively, 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, the Borrower agrees and Holdings jointly and severally 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 hereunder or under any Note, 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. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the Borrower agrees and Holdings shall jointly and severally be obligated to reimburse each LenderBank, upon the written request of such LenderBank, for 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 Lender is organized or any political subdivision or taxing authority thereof or therein 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 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 Bank shall determine are payable by, or withheld from, by 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 Borrower or Holdings, as the case may be, 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 BorrowerBorrower or Holdings. The Borrower agrees and Holdings jointly and severally agree 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 LenderBank. (b) Each Lender 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 Borrower and the Administrative Agent on or prior to the Effective Date orDate, or in the case of a Lender Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 13.04(b) 14.04 (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 (with respect to a complete exemption under an income tax treaty) 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 Note, or (ii) if the Lender 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 (with respect to a complete exemption under an income tax treaty) (or any successor forms) 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 (with respect to the portfolio interest exemption) 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 Note. In addition, each 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, such Lender it will deliver to the Borrower Holdings and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty)4224 or 1001, or Form W-8BEN (with respect to the portfolio interest exemption) 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 Note, or such Lender it shall immediately notify the Borrower Holdings and the Administrative Agent of its inability to deliver any such Form or Certificate, in which case such Lender Bank shall not be required to deliver any such Form or Certificate form of 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 13.04(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 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 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 Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a4.04(a) hereof to gross-up payments to be made to a Lender Bank in respect of income or similar taxes imposed by the United States if (I) such Lender Bank has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the 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 do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 5.04 and except as set forth in Section 13.04(b)4.04, the Borrower agrees to pay any 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 such income or similar Taxes.

Net Payments. (a) All payments made by the any Borrower hereunder and or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(bSections 4.04(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 sub-division 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 profits income of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges 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, 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 Note, 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. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, 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 (after taking into account the amount of any credits realized by 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. The 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. (b) Each Lender 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 orDate, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 1.13 or 13.04(b) 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 4224 or Form W-8BEN (with respect to a complete exemption under an income tax treaty) 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 Note, or (ii) if 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 (with respect to a complete exemption under an income tax treaty) (or any successor forms) 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 (with respect to the portfolio interest exemption) 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 Note. 63 In addition, each 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, such Lender 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, Form W-8BEN (with respect to the benefits of any income tax treaty)4224 or 1001, or Form W-8BEN (with respect to the portfolio interest exemption) 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 to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Note, or such Lender 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 13.04(b) and the immediately succeeding sentence, (x) 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 fees or other amounts payable hereunder for the account of any Lender 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 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 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 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 preceding sentence or elsewhere in this Section 5.04 4.04 and except as set forth in Section 13.04(b), the U.S. 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 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 that is not a resident of the Federal Republic of Germany for Federal Republic of Germany tax purposes agrees to (i) deliver to the German Borrowers and the Administrative Agent such declaration of non-residence or other similar certificate as shall be requested by the German Borrowers (giving the Lender sufficient time to satisfy such requirement), as is required by statute, treaty or regulation of the Federal Republic of Germany existing on the date hereof or which are effective not substantially more onerous than those existing on the date hereof and which do not impose an unreasonable burden (in time, resources or otherwise) on the Lender, or (ii) within 45 days after the date hereof, make the requisite filing with the taxing authority of the Federal Republic of Germany in order to certify that such Lender is subject to income tax on a net basis in the United States (and/or the taxing authority of the jurisdiction in which such Lender's principal office is located) as required to establish its entitlement to an exemption from Federal Republic of Germany withholding under the double tax treaty currently in force between the United States (or the jurisdiction in which such Lender's principal office is located) and the Federal Republic of Germany. Notwithstanding anything to the contrary contained in Section 4.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the German Borrowers shall be entitled, to the extent required to do so by law, to deduct and withhold income or similar taxes imposed by the Federal Republic of Germany on interest, Fees or other amounts payable hereunder for the account of any Lender which is not a resident of the Federal Republic of Germany for Federal Republic of Germany tax purposes to the extent that (I) such Lender has not provided forms, declarations or other certification required to establish a complete exemption from such deduction or withholding or (II) the German Borrowers are required to do so by any thin capitalization laws or regulations in the Federal Republic of Germany which recharacterize the interest payments as dividends and (y) the German Borrowers shall not be obligated pursuant to Section 4.04(a) hereof to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the Federal Republic of Germany if such Lender has not provided to the German Borrowers the forms or declarations required to be provided by such Lender pursuant to the preceding sentence. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 4.04, and except as set forth in Section 13.04(b), the German Borrowers agree to pay any additional amounts and to indemnify each 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 Taxes deducted or withheld by it as described in the immediately preceding sentence as a result of any changes 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 Taxes. For the avoidance of doubt, nothing herein shall require any Lender to disclose any information regarding its tax affairs or computations to the German Borrowers or any of its Affiliates and no Lender shall be obligated to disclose any of its tax returns to the German Borrowers or any of its Affiliates or any agent of the foregoing. (d) If any 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 Lenders 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.

Net Payments. (a) All payments made by the Borrower hereunder and under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b), all such payments will this Agreement 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 and franchise taxes (imposed in lieu of net income taxes) imposed on the Lender and (ii) any taxes imposed on the Lender as a result of a current or former connection between the Lender and the jurisdiction of the Governmental Authority imposing such tax or by any political sub-division subdivision or taxing authority thereof or therein with respect to (other than any such payments (but excludingconnection arising solely from the Lender having executed, except as provided in the second succeeding sentencedelivered or performed its obligations or received a payment under, or enforced, this Agreement). If 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 the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, dutiescharges, fees, assessments deductions or withholdings ("Non-Excluded Taxes") are required to be withheld from any amounts payable to ------------------ the Lender hereunder, the amounts so payable to the Lender shall be increased to the extent necessary to yield to the Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement. Whenever any Non-Excluded Taxes are payable by the Borrower, as promptly as possible thereafter the Borrower shall send to the Lender a certified copy of an original official receipt received by the Borrower showing payment thereof. If the Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to the Lender the required receipts or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposedrequired documentary evidence, the Borrower agrees to pay shall indemnify the full amount of such TaxesLender for any incremental taxes, and such additional amounts as interest, costs or penalties that may be necessary so that every payment of all amounts due under this Agreement or under any Note, 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. If any amounts are become payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for 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 as a result 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 sentencefailure. The Borrower will furnish to agreements in this Section 3.3(a) shall survive the Administrative Agent within 45 days after the date termination of this Agreement and the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify Loans 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 Lenderall other amounts payable hereunder. (b) Each Lender 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 If the Borrower and determines in good faith that a reasonable basis exists for contesting any taxes for which indemnification has been demanded hereunder, the Administrative Agent on or prior to Lender shall cooperate with the Effective Date or, Borrower in challenging such taxes at the case Borrower's expense if so requested by the Borrower. If the Lender receives a refund of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 13.04(b) (unless the respective Lender was already tax for which 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 payment has been made under this Agreement and under any Note, or (ii) if 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 Note. In addition, each 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, such Lender will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), or Form 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 Note, or such Lender shall immediately notify the 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 13.04(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 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 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 Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the Borrower pursuant to this Section 5.04(bAgreement, which refund in the good faith judgment of the Lender is attributable to such payment made by the Borrower, then the Lender shall reimburse the Borrower for such amount as the Lender 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. The Lender 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. The Lender shall not be obliged to disclose any information regarding its tax affairs or computations to the Borrower in connection with this paragraph (b) or (II) in the case any other provision 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 preceding sentence or elsewhere in this Section 5.04 and except as set forth in Section 13.04(b), 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 such Taxes3.3.

Net Payments. (a) All payments made by the Borrower any Obligor hereunder and or under any Term Note or any Guarantee will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b5.06(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 sub-division 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 which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or thereinExcluded Tax) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or Taxes (other charges than Excluded Taxes) being referred to collectively as “"Covered Taxes”"). If any Covered Taxes are so levied or imposed, the Borrower each Obligor agrees on a joint and several basis 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 Term Note, 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 Term Note. If any amounts are payable in respect of Covered Taxes pursuant to the preceding sentence, each Obligor agrees, notwithstanding the Borrower agrees definition of Excluded Taxes, to reimburse on a joint and several basis each Lender, upon the written request of such Lender, (i) for 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 such Lender is organized or 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, 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 Borrower Each Obligor 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 the Borrowersuch Obligor. The Borrower agrees Obligors agree to jointly and severally 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. Lender and any liability (bincluding penalties, additions to tax, interest and expenses) Each Lender 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 Borrower and the Administrative Agent on arising therefrom or prior to the Effective Date or, in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 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 Note, or (ii) if 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 Note. In addition, each 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, such Lender will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), or Form 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 Note, or such Lender shall immediately notify the 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 13.04(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 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 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 Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the 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 preceding sentence or elsewhere in this Section 5.04 and except as set forth in Section 13.04(b), 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 such Taxesthereto.

Net Payments. (a) All payments made by the Borrower Guarantor hereunder and under any Note ------------ will be made without setoffset-off, counterclaim or other defense. Except as provided in Section 5.04(b5(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 sub-division 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 Guaranteed Creditor pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender Guaranteed Creditor is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges 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, the Borrower Guarantor 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 NoteGuaranty, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Noteherein. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower Guarantor agrees to reimburse each LenderGuaranteed Creditor, upon the written request of such LenderGuaranteed Creditor, for taxes Taxes imposed on or measured by the net income or net profits of such Lender Guaranteed Creditor 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 Guaranteed Creditor 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 Guaranteed Creditor is located and for any withholding of taxes Taxes as such Lender Guaranteed Creditor shall determine are payable by, or withheld from, such Lender, Guaranteed Creditor in respect of such amounts so paid to or on behalf of such Lender Guaranteed Creditor pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender Guaranteed Creditor pursuant to this sentence. The Borrower Guarantor will furnish to the Administrative Agent within 45 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 Borrowersuch Guarantor. The Borrower Guarantor agrees to indemnify and hold harmless each LenderGuaranteed Creditor, and reimburse such Lender Guaranteed Creditor upon its written request, for the amount of any Taxes so levied or imposed and paid by such LenderGuaranteed Creditor. (b) Each Lender 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 Guaranteed Creditor agrees to deliver to the Borrower Guarantor and the Administrative Agent on or prior to the Effective Date orDate, or in the case of a Lender Guaranteed Creditor that is an assignee or transferee of an interest under this the Credit Agreement pursuant to Section 2.13 1.13 or 13.04(b) 12.04 thereof (unless the respective Lender Guaranteed Creditor was already a Lender hereunder Guaranteed Creditor thereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such LenderGuaranteed Creditor, any form or certificate that is required by any taxing authority to demonstrate such Guaranteed Creditor's entitlement to an exemption from or reduction in Home Jurisdiction Withholding Taxes (as defined below), if any, with respect to payments to be made under this Guaranty including, if applicable (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI 4224 or Form W-8BEN (with respect to a complete exemption under an income tax treaty) 1001 (or successor forms) certifying to such Lender’s Guaranteed Creditor'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 NoteGuaranty, or (ii) if the Lender Guaranteed Creditor 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 (with respect to a complete exemption under an income tax treaty) (or any successor forms) 4224 pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D C to the Credit Agreement (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) W-8 (or successor form) certifying to such Lender’s Guaranteed Creditor'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 Guaranty, provided, however, that such Guaranteed Creditor -------- ------- shall have been advised in writing by the Guarantor of the form or certificate applicable to it, determined by reference to the jurisdiction of organization and applicable lending office of such Guaranteed Creditor set forth on Annex I to the Credit Agreement, or in the case of a Guaranteed Creditor that is an assignee or transferee of an interest under the Credit Agreement pursuant to Sections 1.13 or 12.04 thereof (unless the respective Guaranteed Creditor was already a Guaranteed Creditor thereunder immediately prior to such assignment or transfer) the jurisdiction of organization and under Applicable Lending Office of such Guaranteed Creditor set forth in the Assignment and Assumption Agreement pursuant to which it became a Guaranteed Creditor, or such other branch or office of any NoteGuaranteed Creditor designated by such Guaranteed Creditor from time to time. If any form or document referred to in this subsection (b) requires the disclosure of information greater than that required on the date hereof by Forms 1001 or 4224 and which a Guaranteed Creditor reasonably considers to be confidential, such Guaranteed Creditor shall give notice thereof to the Guarantor and shall not be obligated to include in such form or document such confidential information. In addition, each Lender Guaranteed Creditor 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, such Lender upon the written request of the Guarantor (but only if the Guaranteed Creditor remains lawfully able to do so) it will deliver to the Borrower Guarantor and the Administrative Agent a new accurate and complete form or certificate that is required by any taxing authority including, if applicable, two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), or Form 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 Note, or such Lender shall immediately notify the 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 13.04(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 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 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 Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 5.04(a) to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the 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 preceding sentence or elsewhere in this Section 5.04 and except as set forth in Section 13.04(b), 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 such Taxes.complete

Net Payments. (a) All payments made by the Borrower Borrowers hereunder and ------------ or under any Note will be made without setoff, counterclaim or other defense. Except as provided for in Section 5.04(b)clause (b) below, 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 sub-division 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 any franchise tax) of a Lender pursuant to the laws of the jurisdiction in which it the principal office or Applicable Lending Office of such Lender is organized 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 or any subdivision thereof or thereinlocated) and all interest, penalties or similar liabilities with respect to such non-excluded taxesthereto (collectively, 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, the 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 of all amounts due under this Agreement hereunder or under any Note, 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. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the Borrower agrees to Borrowers shall also reimburse each Lender, upon the written request of such Lender, for 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 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 income or similar taxes imposed by the United States of America 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 Taxes paid to or on behalf of such Lender pursuant to this or the preceding sentence. The Borrower Representative will furnish to the Administrative Agent within 45 forty-five (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 BorrowerBorrowers. The Borrower agrees to Borrowers 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. (b) Each Lender that 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 (i) to deliver provide to the Borrower and the Administrative Agent Borrowers on or prior to the Effective Closing Date ortwo (2) original signed copies of Internal Revenue Service Form 4224 or Form 1001 certifying to such Lender's entitlement to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement or under any Note and (ii) that, in (x) to the case of extent legally entitled to do so, with respect to a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 13.04(b) the express terms hereof (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on upon 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 Note, or (ii) if 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 Note. In addition, each 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, such Lender will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), or Form 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 Note, or such Lender shall immediately notify the 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 13.04(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 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 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 (including, without limitation, any assignee or transferee), from time to time, upon the extent that reasonable request by the Representative or the Agent, such Lender has not provided will provide to each of the Borrower U.S. Representative and the Agent two (2) original signed copies of the Internal Revenue Service Forms that establish Form 4224 or Form 1001 (or any successor forms) certifying to such Lender's entitlement to a complete exemption from such deduction from, or reduction in, United States withholding and (y) the Borrower shall not be obligated pursuant tax with respect to Section 5.04(a) to gross-up payments to be made under this Agreement or under any Note. Notwithstanding anything to a Lender the contrary contained in respect of clause (a) above, the Borrowers shall be entitled, to the extent they are required to do so by law, to deduct or withhold income or other similar taxes imposed by the United States if (Ior any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder (without any obligation under clause (a) above, to pay the respective Lender such taxes or any additional amounts with respect thereto) for the account of any Lender which 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 which has not provided to the Borrower the Internal Revenue Service Forms Borrowers such forms required to be provided to the Borrower Borrowers by a Lender pursuant to the first sentence of this Section 5.04(b) clause, provided that if the Borrowers shall so deduct or (II) withhold any such taxes, Representative shall provide a statement to the Agent and such Lender, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Lender may reasonably request for assisting such Lender in obtaining any allowable credits or deductions for the taxes so deducted or withheld in the case of a payment, other than interest, jurisdiction or jurisdictions in which such Lender is subject to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxestax. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 5.04 and except as set forth in Section 13.04(b)sentence, the Borrower agrees to pay any additional amounts and Borrowers agree to indemnify each Lender in the manner set forth in Section 5.04(aclause (a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) above, in respect of any amounts 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 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 Taxes.