Common use of Net Payments Clause in Contracts

Net Payments. (a) All payments made by the Borrowers hereunder will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes imposed on or measured by the net income or profits of a 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 Bank is located or any subdivision thereof or therein, or any interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, each Borrower agrees to pay the full amount of such Taxes 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, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable Borrower agrees to 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 pursuant to the laws of the jurisdiction in which such Bank is organized or in which the principal office or applicable lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction and for any withholding of taxes 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. 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 such Borrower. Each Borrower agrees to indemnify and hold harmless each Bank, and reimburse each Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank in respect of payments made, or required to be made, by such Borrower.

Net Payments. (a) All Any and all payments made by the Borrowers hereunder will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(b), all such payments will Borrower under this Agreement shall be made free and clear of, of and without deduction or withholding for, for any present and all current or future taxes, levies, imposts, dutiesdeductions, fees, assessments charges or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes imposed on or measured by the net income or profits of a 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 Bank is located or any subdivision thereof or therein, or any interest, penalties or similar withholdings and all liabilities with respect thereto excluding (i) income taxes imposed on the net income of any Lender; and (ii) franchise taxes imposed on the net income of any Lender, in each case by the jurisdiction under the laws of which such Lender is organized, domiciled, resident or doing business or any political subdivision thereof (all such non-excluded taxes, levies, imposts, dutiesdeductions, feescharges, assessments withholdings and liabilities, collectively or other charges being referred to collectively as "individually, “Taxes"”). If the Borrower shall be required to deduct any Taxes are from or in respect of any sum payable hereunder to a Lender (i) the sum payable shall be increased by the amount (an “additional amount”) necessary so levied or imposedthat after making all required deductions such Lender shall receive an amount equal to the sum it would have received had no such deductions been made, each (ii) the Borrower agrees to shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant governmental authority in accordance with applicable law. Within 30 days after the date of any payment of Taxes pursuant to this paragraph (a), the Borrower shall furnish to the Administrative Agent a receipt issued by the relevant Governmental Authority or other evidence satisfactory to the Administrative Agent of payment thereof. The Borrower will indemnify each Lender (subject to such Lender having complied with paragraph (b) below) and hold each Lender harmless for the full amount of all Taxes paid or payable by such Lender with respect to this Agreement and any and all amounts received by such Lender hereunder, and any liability (including penalties, interest and expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto whether or not such Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate as to the amount of such Taxes levied in respect payment or liability prepared by such Lender, absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the payments Borrower under this Section 2.16 shall survive the termination of such Borrower, this Agreement and such additional amounts as may be necessary so that every the Commitments and the payment of all amounts due from such Borrower under this Agreement, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable Borrower agrees to 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 pursuant to the laws of the jurisdiction in which such Bank is organized or in which the principal office or applicable lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction and for any withholding of taxes 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. 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 such Borrower. Each Borrower agrees to indemnify and hold harmless each Bank, and reimburse each Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank in respect of payments made, or required to be made, by such BorrowerLoan Documents.

Net Payments. (a) All payments made by the Borrowers Borrower hereunder or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(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 subdivision or taxing authority thereof or therein with respect to such payments payment (but excluding, except as provided in the second succeeding sentence, taxes excluding any tax imposed on or measured by the net income or profits gross income or gross receipts of a any Bank (other than withholding taxes or taxes in lieu of withholding taxes) pursuant to the laws of the jurisdiction in which it is organized (or the jurisdiction any political subdivision or taxing authority thereof or therein) in which the principal office or applicable lending office of such Bank is located or any subdivision thereof in which such Bank is organized or therein, in which such Bank is doing business through a branch or any office from which such jurisdiction treats a Loan as having been made) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxescollectively, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, each the Borrower agrees to pay the full amount of such Taxes 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 hereunder or under this Agreementany Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for hereinherein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable The Borrower agrees to shall also reimburse each Bank, upon its written request, which request shall show the written request basis for calculation of such Bankreimbursement, for taxes imposed on or measured by the net income or profits of such Bank pursuant to the laws of the jurisdiction (or any political subdivision or taxing authority thereof or therein) in which its principal office or lending office is located or in which such Bank is organized or in which the principal office or applicable lending office of such Bank is located doing business through a branch or under the laws of any political subdivision or taxing authority of any office from which such jurisdiction and for any withholding of taxes such Bank treats a Loan as having been made as it shall determine are payable by, or withheld from, such Bank by it 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. Each The Borrower will furnish to the Administrative Agent, applicable Bank within 45 days after the date the payment of any Taxes is due pursuant to applicable law, law certified copies of any tax receipts available to the Borrower evidencing such payment by such the Borrower. Each The Borrower agrees to will indemnify and hold harmless each Bank, and reimburse each Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank in respect of payments made, or required to be made, by such BorrowerBank.

Net Payments. (a) All payments made by the Borrowers Borrower hereunder or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(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 subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes any tax imposed on or measured by the net income or net profits of a 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 Bank is located or any subdivision thereof or therein, or any ) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, each the Borrower agrees to pay the full amount of such Taxes levied in respect of the payments of such BorrowerTaxes, and such additional amounts amounts, if any, as may be necessary so that every payment of all amounts due from such Borrower under this AgreementAgreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for hereinherein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable Borrower agrees to reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income or net profits of such Bank pursuant to the laws of the jurisdiction in which such Bank is organized or in which the principal office or applicable lending office of such 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 taxes 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. Each The 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 such the Borrower. Each The Borrower agrees to indemnify and hold harmless each Bank, and reimburse each such Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank in respect of payments made, or required to be made, by such BorrowerBank.

Net Payments. (a) All payments made by the Borrowers Borrower hereunder will be made without setoffsetoff or counterclaim. The Borrower will pay, counterclaim or other defense. Except as provided in Section 3.04(b)prior to the date on which penalties attach thereto, all such payments will be made free present and clear offuture income, stamp and without deduction or withholding for, any present or future other taxes, levies, impostsor costs and charges whatsoever imposed, dutiesassessed, feeslevied or collected on or in respect of a Loan and/or the recording, assessments registration, notarization or other formalization thereof and/or any payments of principal, interest or other amounts made on or in respect of a Loan (all such taxes, levies, costs and charges being herein collectively called "Taxes"; provided that Taxes shall not include taxes imposed on or measured by the overall net income of whatever nature now that Lender (or hereafter any alternative tax imposed generally by any relevant jurisdiction in lieu of a tax on net income) by the United States of America or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentencetherein, taxes imposed under Section 884 of the Code or taxes on or measured by the overall net income (or profits any alternative tax imposed generally by any relevant jurisdiction in lieu of a Bank pursuant to the laws tax on net income) of the jurisdiction that Lender or any foreign office, branch or subsidiary of that Lender by any foreign country or subdivision thereof in which it that Lender or that office, branch or subsidiary is organized or the jurisdiction in which the principal office or applicable lending office of such Bank is located or any subdivision thereof or therein, or any interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"doing business). If any Taxes are so levied or imposed, each The Borrower agrees to shall also pay the full amount of such Taxes levied in respect of the payments of such Borrower, and such additional amounts as may be necessary so equal to increases in taxes payable by that every payment of all amounts due from such Borrower under this Agreement, after withholding or deduction for or on account of any Taxes, will not be less than Lender described in the amount provided for herein. If any amounts foregoing proviso which increases are payable in respect of Taxes pursuant attributable to the preceding sentence, then the applicable Borrower agrees to reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured payments made by the net income or profits Borrower described in the immediately preceding sentence of such Bank pursuant to this Section. Promptly after the laws of the jurisdiction in date on which such Bank is organized or 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 payment of any such jurisdiction and for any withholding of taxes 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. Each Borrower will furnish to the Administrative Agent, within 45 days after the date the payment of any Taxes Tax is due pursuant to applicable law, certified copies the Borrower will, at the request of tax receipts evidencing such payment by such Borrowerthat Lender, furnish to that Lender evidence, in form and substance satisfactory to that Lender, that the Borrower has met its obligation under this Section 4.04. Each The Borrower agrees to will indemnify and hold harmless each BankLender against, and reimburse each Bank upon Lender on demand for, any Taxes, as determined by that Lender in its written request, good faith and reasonable discretion. Such Lender shall provide the Borrower with appropriate receipts for any payments or reimbursements made by the amount of any Taxes so levied or imposed and paid by such Bank in respect of payments made, or required Borrower pursuant to be made, by such Borrowerthis Section 4.04.

Net Payments. (a) All payments made by the Borrowers each Borrower hereunder or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (or by any political subdivision or taxing authority thereof or therein therein) with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes any tax levy, impost, duty, fee, assessment or other governmental charge imposed on or measured by the net income or net profits of a Bank 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 Bank Lender is located (or any subdivision or taxing authority thereof or therein, or any )) and all interest, penalties or similar liabilities with respect thereto to such non-excluded taxes, levies, imposts, duties, fees, assessments or other governmental charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other governmental charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, each the relevant Borrower agrees to shall pay the full amount of such Taxes levied to the relevant taxing authority in respect of accordance with applicable law and shall pay to the payments of such Borrower, and relevant Lender such additional amounts as may be necessary so that every payment of all amounts due from such Borrower under this AgreementAgreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for hereinherein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable relevant Borrower agrees to reimburse each BankLender lending to such Borrower, upon the written request of such BankLender, for taxes imposed on or measured by the net income or net profits of such Bank 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 Bank Lender is organized or in which the principal office or applicable lending office of such Bank Lender is located (or under the laws of any political subdivision or taxing authority of any such jurisdiction therein or thereof) and for any withholding of taxes as such Bank Lender shall determine are payable by, or withheld from, such Bank Lender in respect of such amounts so paid to or on behalf of such Bank Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Bank Lender pursuant to this sentence. 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 lawlaw certified copies of tax 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 evidencing within such payment by time period, then such BorrowerBorrower shall furnish such certified copies of tax receipts to the Administrative Agent within 15 days after such Borrower has received such certified copies of tax receipts). Each Borrower agrees to indemnify and hold harmless each BankLender, and reimburse each Bank such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank in respect 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 payments made, or required to be made, by such BorrowerTaxes for which indemnification is sought and shall include a copy of any written assessment thereof.

Net Payments. (a) All payments made by the Borrowers Borrower hereunder will be made without setoffsetoff or counterclaim. The Borrower will pay, counterclaim or other defense. Except as provided in Section 3.04(b)prior to the date on which penalties attach thereto, all such payments will be made free present and clear offuture income, stamp and without deduction or withholding for, any present or future other taxes, levies, impostsor costs and charges whatsoever imposed, dutiesassessed, feeslevied or collected on or in respect of a Loan and/or the recording, assessments registration, notarization or other formalization thereof and/or any payments of principal, interest or other amounts made on or in respect of a Loan (all such taxes, levies, costs and charges being herein collectively called "Taxes"; provided that Taxes shall not include taxes imposed on or measured by the overall net income of whatever nature now that Bank (or hereafter any alternative tax imposed generally by any relevant jurisdiction in lieu of a tax on net income) by the United States of America or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentencetherein, taxes imposed under Section 884 of the Code or taxes on or measured by the overall net income (or profits any alternative tax imposed generally by any relevant jurisdiction in lieu of a tax on net income) of that Bank pursuant to the laws or any foreign office, branch or subsidiary of the jurisdiction that Bank by any foreign country or subdivision thereof in which it that Bank or that office, branch or subsidiary is organized or the jurisdiction in which the principal office or applicable lending office of such Bank is located or any subdivision thereof or therein, or any interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"doing business). If any Taxes are so levied or imposed, each The Borrower agrees to shall also pay the full amount of such Taxes levied in respect of the payments of such Borrower, and such additional amounts as may be necessary so equal to increases in taxes payable by that every payment of all amounts due from such Borrower under this Agreement, after withholding or deduction for or on account of any Taxes, will not be less than Bank described in the amount provided for herein. If any amounts foregoing proviso which increases are payable in respect of Taxes pursuant attributable to the preceding sentence, then the applicable Borrower agrees to reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured payments made by the net income or profits Borrower described in the immediately preceding sentence of such Bank pursuant to this Section. Promptly after the laws of the jurisdiction in date on which such Bank is organized or 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 payment of any such jurisdiction and for any withholding of taxes 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. Each Borrower will furnish to the Administrative Agent, within 45 days after the date the payment of any Taxes Tax is due pursuant to applicable law, certified copies the Borrower will, at the request of tax receipts evidencing such payment by such Borrowerthat Bank, furnish to that Bank evidence, in form and substance satisfactory to that Bank, that the Borrower has met its obligation under this Section 3.04. Each The Borrower agrees to will indemnify and hold harmless each BankBank against, and reimburse each Bank upon its written requeston demand for, for the amount of any Taxes so levied or imposed and paid Taxes, as determined by such that Bank in respect of its good faith and reasonable discretion. Such Bank shall provide the Borrower with appropriate receipts for any payments made, or required reimbursements made by the Borrower pursuant to be made, by such Borrowerthis Section 3.04.

Net Payments. (a) All payments made by the Borrowers Borrower hereunder or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(b2.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes any tax imposed on or measured by the net income or profits of a Bank Lender 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 Bank Lender is located or any subdivision thereof or therein, or any located) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxescollectively, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, each the Borrower agrees to pay the full amount of such Taxes levied in respect of the payments of such BorrowerTaxes, and such additional amounts as may be necessary so that every payment of all amounts due from such Borrower hereunder or under this Agreementany Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for hereinherein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable Borrower agrees shall be obligated to reimburse each BankLender, upon the written request of such BankLender, for taxes imposed on or measured by the net income or profits of such Bank Lender pursuant to the laws of the jurisdiction in which such Bank is organized or any political subdivision or taxing authority thereof or therein in which the principal office or applicable lending office of such Bank Lender is located or under the laws of any political subdivision or taxing authority of any as such jurisdiction and for any withholding of taxes such Bank Lender shall determine are payable by, or withheld from, by such Bank Lender in respect of such amounts so paid to or on behalf of such Bank Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Bank Lender pursuant to this sentence. Each The Borrower will furnish to the Administrative Agent, each Lender within 45 days after the date of the payment of any Taxes is due pursuant to applicable law, law certified copies of tax receipts evidencing such payment by such the Borrower. Each The Borrower agrees to indemnify and hold harmless each BankLender, and reimburse each Bank such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank in respect of payments made, or required to be made, by such BorrowerLender.

Net Payments. (a) All Any and all payments made by the Borrowers hereunder will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(b), all such payments will Applicant Party under this Agreement shall be made free and clear of, of and without deduction or withholding for, for any present and all current or future taxes, levies, imposts, dutiesdeductions, fees, assessments charges or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes imposed on or measured by the net income or profits of a 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 Bank is located or any subdivision thereof or therein, or any interest, penalties or similar withholdings and all liabilities with respect thereto excluding (i) income taxes imposed on the net income of any Credit Party; and (ii) franchise taxes imposed on the net income of any Credit Party, in each case by the jurisdiction under the laws of which such Credit Party is organized, domiciled, resident or doing business or any political subdivision thereof (all such non-excluded taxes, levies, imposts, dutiesdeductions, feescharges, assessments withholdings and liabilities, collectively or other charges being referred to collectively as "individually, “Taxes"”). If the Applicant Party shall be required to deduct any Taxes are from or in respect of any sum payable hereunder to a Lender (i) the sum payable shall be increased by the amount (an “additional amount”) necessary so levied or imposedthat after making all required deductions such Lender shall receive an amount equal to the sum it would have received had no such deductions been made, each Borrower agrees to (ii) the Applicant Party shall make such deductions and (iii) the Applicant Party shall pay the full amount deducted to the relevant governmental authority in accordance with applicable law. Within thirty (30) days after the date of any payment of Taxes pursuant to this paragraph (a), the Applicant Party shall furnish to the Administrative Agent a receipt issued by the relevant Governmental Authority or other evidence satisfactory to the Administrative Agent of payment thereof. The Applicant Party will indemnify each Lender (subject to such Lender having complied with paragraph (b) below) and hold each Lender harmless for the full amount of all Taxes paid or payable by such Lender with respect to this Agreement and any and all amounts received by such Lender hereunder, and any liability (including penalties, interest and expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto whether or not such Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate as to the amount of such Taxes levied in respect payment or liability prepared by such Lender, absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the payments Applicant Party under this Section 2.16 shall survive the termination of such Borrower, this Agreement and such additional amounts as may be necessary so that every the Commitments and the payment of all amounts due from such Borrower under this Agreement, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable Borrower agrees to 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 pursuant to the laws of the jurisdiction in which such Bank is organized or in which the principal office or applicable lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction and for any withholding of taxes 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. 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 such Borrower. Each Borrower agrees to indemnify and hold harmless each Bank, and reimburse each Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank in respect of payments made, or required to be made, by such BorrowerCredit Documents.

Net Payments. (a) All payments made by the Borrowers Borrower hereunder or under any other Financing Document will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(b3.24(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, in the case of any Lender, except as provided in the second succeeding sentence, taxes imposed on or measured by the net income or profits of a 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 Bank is located or any subdivision thereof or therein, or any Excluded Taxes) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "“Applicable Taxes"”). If any Applicable Taxes are so levied or imposed, each the Borrower agrees to pay the full amount of such Taxes levied in respect of the payments of such BorrowerApplicable Taxes, and such additional amounts as may be necessary so that every payment of all amounts due from such Borrower hereunder or under this Agreementany other Financing Document, after withholding or deduction for or on account of any Applicable Taxes, will not be less than the amount provided for hereinherein or in such other Financing Document. If any amounts are payable in respect of Applicable Taxes pursuant to the preceding sentence, then the applicable Borrower agrees shall be obligated to reimburse each BankLender, upon the written request of such BankLender, for (i) taxes imposed on or measured by the net income or profits of such Bank Lender pursuant to the laws of the jurisdiction in which such Bank Lender is organized or the jurisdiction in which the principal office or applicable lending office Applicable Lending Office of such Bank Lender is located or under the laws of any political subdivision or taxing NEWYORK 8115155 (2K) 22 authority of any such jurisdiction thereof or therein, and for (ii) any withholding of taxes Applicable Taxes, in each case as such Bank shall determine Lender determines 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 Lender in respect of any amounts paid to or on behalf of such Bank Lender pursuant to the preceding sentence and this sentence. Each The Borrower will furnish to the Administrative Agent, Agent within 45 days after the date of the payment of any Applicable Taxes is due pursuant to applicable law, Law certified copies of tax receipts evidencing such payment by such the Borrower. Each The Borrower agrees to indemnify and hold harmless each BankLender, and reimburse each Bank such Lender upon its written request, for the amount of any Applicable Taxes so levied or imposed and paid by such Bank in respect of payments made, or required to be made, by such BorrowerLender.

Net Payments. (a) All payments made by the Borrowers Borrower hereunder ------------ and/or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes any tax imposed on or measured by the net income or net profits of a Bank 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 Bank Lender is located or any subdivision thereof or therein, or any ) and all interest, penalties or similar liabilities with respect thereto to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, each the Borrower agrees to pay the full amount of such Taxes levied in respect of the payments of such BorrowerTaxes, and such additional amounts as may be necessary so that every payment of all amounts due from such Borrower under this AgreementAgreement 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 hereinherein or therein. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable Borrower agrees to reimburse each BankLender, upon the written request of such BankLender, for taxes imposed on or measured by the net income or net profits of such Bank Lender pursuant to the laws of the jurisdiction in which such Bank Lender is organized or in which the principal office or applicable lending office of such Bank 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 Bank Lender shall determine are payable by, or withheld from, such Bank Lender, in respect of such amounts so paid to or on behalf of such Bank Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Bank Lender pursuant to this sentence. Each The 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 such the Borrower. Each The Borrower agrees to indemnify and hold harmless each BankLender, and reimburse each Bank such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank in respect of payments made, or required to be made, by such BorrowerLender.

Net Payments. (a) All payments made by the Borrowers Borrower hereunder will be made without setoffsetoff or counterclaim. Promptly upon notice from any Bank to the Borrower, counterclaim or other defense. Except as provided in Section 3.04(b)the Borrower will pay, prior to the date on which penalties attach thereto, all such payments will be made free present and clear offuture income, stamp and without deduction or withholding for, any present or future other taxes, levies, impostscosts and charges whatsoever imposed, dutiesassessed, feeslevied or collected on or in respect of a Loan or a Competitive Bid Loan solely as a result of the interest rate being determined by reference to the Eurodollar Rate and/or the provisions of this Agreement relating to the Eurodollar Rate and/or the recording, assessments registration, notarization or other formalization of any thereof and/or any payments of principal, interest or other amounts made on or in respect of a Loan or a Competitive Bid Loan when the interest rate is determined by reference to the Eurodollar Rate (all such taxes, levies, costs and charges being herein collectively called "Taxes"); PROVIDED that Taxes shall not include taxes imposed on or measured by the overall net income or overall net profits of whatever nature now that Bank by the United States of America or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excludingtherein, except as provided in the second succeeding sentence, or taxes imposed on or measured by the overall net income or overall net profits of a any foreign branch or subsidiary of that Bank pursuant to the laws of the jurisdiction by any foreign country or subdivision thereof in which it that branch or subsidiary is organized or the jurisdiction in which the principal office or applicable lending office of such Bank is located or any subdivision thereof or therein, or any interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes")doing business. If any Taxes are so levied or imposed, each The Borrower agrees to shall also pay the full amount of such Taxes levied in respect of the payments of such Borrower, and such additional amounts as may be necessary so equal to increases in taxes payable by that every payment of all amounts due from such Borrower under this Agreement, after withholding or deduction for or on account of any Taxes, will not be less than Bank described in the amount provided for herein. If any amounts foregoing proviso which increases are payable in respect of Taxes pursuant attributable to the preceding sentence, then the applicable Borrower agrees to reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured payments made by the net income or profits Borrower described in the immediately preceding sentence of such Bank pursuant to this Section 3.04. Promptly after the laws of the jurisdiction in date on which such Bank is organized or 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 payment of any such jurisdiction and for any withholding of taxes 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. Each Borrower will furnish to the Administrative Agent, within 45 days after the date the payment of any Taxes Tax is due pursuant to applicable law, certified copies the Borrower will, at the request of tax receipts evidencing such payment by such Borrowerthat Bank, furnish to that Bank evidence, in form and substance satisfactory to that Bank, that the Borrower has met its obligation under this Section 3.04. Each The Borrower agrees to will indemnify and hold harmless each BankBank against, and reimburse each Bank upon on demand for, any Taxes, as determined by that Bank in its written requestgood faith discretion. Such Bank shall provide the Borrower with appropriate receipts for any payments or reimbursements made by the Borrower pursuant to this Section 3.04. Notwithstanding the foregoing, the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold (and shall not be required to make payments as otherwise required in this Section 3.04 on account of such deductions or withholdings) income or other similar taxes imposed by the United States of America from interest, fees or other amounts payable hereunder for the account of any Bank other than a Bank (i) who is a U.S. Person for Federal income tax purposes or (ii) who has the Prescribed Forms on file with the Borrower for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms, PROVIDED that if the Borrower shall so deduct or withhold any such taxes, it shall provide a statement to the Agent and such Bank, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any Taxes so levied other information or imposed and paid by documentation which such Bank may reasonably request for assisting such Bank to obtain any allowable credits or deductions for the taxes so deducted or withheld in respect of payments made, the jurisdiction or required jurisdictions in which such Bank is subject to be made, by such Borrowertax.

Net Payments. (a) All payments made by the Borrowers Borrower hereunder will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(b)The Borrower will pay, prior to the date on which penalties attach thereto, all such payments will be made free present and clear offuture income, stamp and without deduction or withholding for, any present or future other taxes, levies, impostsor costs and charges whatsoever imposed, dutiesassessed, feeslevied or collected on or in respect of a Loan and/or the recording, assessments registration, notarization or other formalization thereof and/or any payments of principal, interest or other amounts made on or in respect of a Loan (all such taxes, levies, costs and charges being herein collectively called “Taxes”; provided that Taxes shall not include taxes imposed on or measured by the overall net income of whatever nature now that Lender (or hereafter any alternative tax imposed generally by any relevant jurisdiction in lieu of a tax on net income) by the United States of America or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, or taxes imposed on or measured by the overall net income (or profits any alternative tax imposed generally by any relevant jurisdiction in lieu of a Bank tax on net income) of that Lender by any foreign country or subdivision thereof 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 Bank is located or any subdivision thereof or therein, or any interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, each Borrower agrees to pay the full amount of such Taxes 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, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable Borrower agrees to 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 pursuant to the laws of the jurisdiction in which such Bank Lender is organized or in which the principal office or applicable lending office of such Bank Lender is located or under located). The Borrower shall also pay such additional amounts equal to increases in taxes payable by that Lender described in the laws foregoing proviso which increases are attributable to payments made by the Borrower described in the immediately preceding sentence of any political subdivision or taxing authority this Section. Promptly after the date on which payment of any such jurisdiction and for any withholding of taxes 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. Each Borrower will furnish to the Administrative Agent, within 45 days after the date the payment of any Taxes Tax is due pursuant to applicable law, certified copies the Borrower will, at the request of tax receipts evidencing such payment by such Borrowerthat Lender, furnish to that Lender evidence, in form and substance satisfactory to that Lender, that the Borrower has met its obligation under this Section 4.04. Each The Borrower agrees to will indemnify and hold harmless each BankLender against, and reimburse each Bank upon Lender on demand for, any Taxes, as determined by that Lender in its written request, good faith and reasonable discretion. Such Lender shall provide the Borrower with appropriate receipts for any payments or reimbursements made by the amount of any Taxes so levied or imposed and paid by such Bank in respect of payments made, or required Borrower pursuant to be made, by such Borrowerthis Section 4.04.

Net Payments. (a) All payments made by the Borrowers Borrower hereunder and/or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes any tax imposed on or measured by the net income or net profits of a Bank 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 Bank Lender is located or any subdivision thereof or therein, or any ) and all interest, penalties or similar liabilities with respect thereto to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "“Taxes"”). If any Taxes are so levied or imposed, each the Borrower agrees to pay the full amount of such Taxes levied in respect of the payments of such BorrowerTaxes, and such additional amounts as may be necessary so that every payment of all amounts due from such Borrower under this AgreementAgreement 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 hereinherein or therein. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable Borrower agrees to reimburse each BankLender, upon the written request of such BankLender, for taxes imposed on or measured by the net income or net profits of such Bank Lender pursuant to the laws of the jurisdiction in which such Bank Lender is organized or in which the principal office or applicable lending office of such Bank 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 Bank Lender shall determine are payable by, or withheld from, such Bank Lender, in respect of such amounts so paid to or on behalf of such Bank Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Bank Lender pursuant to this sentence. Each The 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 such the Borrower. Each The Borrower agrees to indemnify and hold harmless each BankLender, and reimburse each Bank such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank in respect of payments made, or required to be made, by such BorrowerLender.

Net Payments. (a) All payments made by the Borrowers Borrower hereunder and under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(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 subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes any tax imposed on or measured by the net income or net profits (or franchise taxes imposed in lieu of thereof) of a Bank 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 Bank Lender is located or any subdivision thereof or therein, or any ) and all interest, penalties or similar liabilities with respect thereto to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "“Taxes"”). If any Taxes are so levied or imposed, each the Borrower agrees to pay the full amount of such Taxes levied in respect of the payments of such BorrowerTaxes, and such additional amounts as may be necessary so that every payment of all amounts due from such Borrower under this AgreementAgreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for hereinherein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable Borrower agrees to reimburse each BankLender, upon the written request of such BankLender, for taxes imposed on or measured by the net income or net profits of such Bank Lender pursuant to the laws of the jurisdiction in which such Bank Lender is organized or in which the principal office or applicable lending office of such Bank 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 Bank Lender shall determine are payable by, or withheld from, such Bank Lender, in respect of such amounts so paid to or on behalf of such Bank Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Bank Lender pursuant to this sentence. Each The 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 such Borrower. Each The Borrower agrees to indemnify and hold harmless each BankLender, and reimburse each Bank such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank in respect of payments made, or required to be made, by such BorrowerLender.

Net Payments. (a) All payments made by the Borrowers Credit Parties hereunder will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(b4.04(b) or 4.04(c), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes (A) any tax imposed on or measured by the net income or net profits of a Bank Lender pursuant to the laws of the jurisdiction in which it is organized organized, or the jurisdiction in which the principal office or applicable lending office of such Bank Lender is located or any subdivision thereof or thereintherein and (B) any branch profits taxes imposed by the United States or any similar tax imposed by any jurisdiction in which such Lender is engaged in a trade business (other than a trade or business deemed to arise by the transactions contemplated herein), maintains a permanent establishment, or any is subject to tax on the same or similar basis as residents of such jurisdiction, and all interest, penalties or similar liabilities with respect thereto thereto, levies, imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being charges, collectively referred to collectively as "“Excluded Taxes"” and all other taxes, levies, imposts, duties, fees, assessments or other charges (including all interest penalties or similar liabilities with respect thereto) “Taxes”). If any Taxes are so levied or imposed, each Borrower agrees the Credit Parties agree to pay the full amount of such Taxes levied in respect of the payments of such BorrowerTaxes, and such additional amounts as may be necessary so that every payment of all amounts due from such Borrower under this Agreement, after withholding or deduction for or on account of any TaxesTaxes (including any Excluded Taxes imposed on such additional amounts), will not be less than the amount provided for herein. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable Borrower agrees to 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 pursuant to the laws of the jurisdiction in which such Bank is organized or in which the principal office or applicable lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction and for any withholding of taxes 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. Each Borrower The Credit Parties 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 such BorrowerCredit Parties. Each Borrower agrees The Credit Parties agree to indemnify and hold harmless each BankLender, and reimburse each Bank such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank in respect of payments made, or required to be made, by such BorrowerLender.

Net Payments. (a) All payments made by the Borrowers Borrower hereunder or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(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 subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes any tax imposed on or measured by the net income or profits or franchise taxes based on net income of a Bank 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 Bank Lender is located or any subdivision thereof or therein, or any ) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, each the Borrower agrees to pay the full amount of such Taxes levied in respect of the payments of such BorrowerTaxes, and such additional amounts as may be necessary so that every payment of all amounts due from such Borrower under this AgreementAgreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for hereinherein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable Borrower agrees to reimburse each BankLender, upon the written request of such BankLender, for taxes imposed on or measured by the net income or profits of such Bank Lender pursuant to the laws of the jurisdiction in which such Bank is organized or in which the principal office or applicable lending office of such Bank Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Bank Lender shall determine are payable by, or withheld from, such Bank Lender in respect of such amounts so paid to or on behalf of such Bank Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Bank Lender pursuant to this sentence. Each 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, 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 such the Borrower. Each The Borrower agrees to indemnify and hold harmless each BankLender, and reimburse each Bank such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank in respect of payments made, or required to be made, by such BorrowerLender.

Net Payments. (a) All payments made by the Borrowers hereunder Borrower hereunder, under any Note or under any other Credit Document will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(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 subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentencebelow, taxes any tax imposed on or measured by the net income or profits of a Bank pursuant to the laws of the jurisdiction in which it is organized (or the jurisdiction any political subdivision or taxing authority thereof) in which the principal office or applicable lending office of such Bank is located or any subdivision thereof or therein, or any located) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxescollectively, leviestogether with any amounts payable pursuant to the next sentence, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). The Borrower shall also reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income of such Bank pursuant to the laws of the United States of America (or any State or political subdivision thereof) or the jurisdiction (or any political subdivision or taxing authority thereof) in which the principal office or lending office of such Bank is located as such Bank shall determine are payable by such Bank in respect of Taxes paid to or on behalf of such Bank pursuant to this or the preceding sentence. If any Taxes are so levied or imposed, each the Borrower agrees to pay the full amount of such Taxes levied in respect of the payments of such BorrowerTaxes, and such additional amounts as may be necessary so that every payment of all amounts due from such Borrower hereunder, under this Agreementany 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. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable Borrower agrees to 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 pursuant to the laws of the jurisdiction in which such Bank is organized herein or 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 and for any withholding of taxes 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 sentenceNote. Each The Borrower will furnish to the Administrative Agent, 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, law certified copies of tax receipts evidencing such payment by such the Borrower. Each The Borrower agrees to will indemnify and hold harmless the Administrative Agent and each Bank, and reimburse each the Administrative Agent or such Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by or withheld on behalf of such Bank in respect of payments made, or required to be made, by such BorrowerBank.

Net Payments. (a) All payments made by the Borrowers hereunder Borrower hereunder, under any Note or any other Loan Document, will be made without setoff, counterclaim or other defense. Except as provided for in Section 3.04(bsection 4.4(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes any tax, imposed on or measured by the net income or net profits of a Bank 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 of such Bank Lender is located or any subdivision thereof or therein, or any ) and all interest, penalties or similar liabilities with respect thereto (all to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such nonexcluded taxes levies, imposts, duties, fees assessments or other charges being referred to collectively as "TaxesTAXES"). If any Taxes are so levied or imposed, each the Borrower agrees to pay the full amount of such Taxes 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 hereunder, under this Agreementany Note or under any other Loan Document, after withholding or deduction for or on account of any Taxes, Taxes will not be less than the amount provided for hereinherein or in such Note or in such other Loan Document. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable Borrower agrees to reimburse each BankLender, upon the written request of such Bank, Lender for taxes imposed on or measured by the net income or profits of such Bank Lender pursuant to the laws of the jurisdiction in which such Bank Lender is organized or in which the principal office or applicable lending office of such Bank Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office or applicable lending office of such Lender is located and for any withholding of income or similar taxes imposed by the United States of America as such Bank Lender shall determine are payable by, or withheld from, such Bank Lender in respect of such amounts so paid to or on behalf of such Bank Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Bank 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. Each The Borrower will furnish to the Administrative Agent, 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, law certified copies of tax receipts receipts, or other evidence satisfactory to the Lender, evidencing such payment by such the Borrower. Each The Borrower agrees to will indemnify and hold harmless the Administrative Agent and each BankLender, and reimburse each Bank 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 Bank in respect of payments made, or required to be made, by such BorrowerLender.

Net Payments. (a) All payments made by the Borrowers Borrower hereunder or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(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 subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes any tax imposed on or measured by the net income income, net profits or capital (including branch profits tax) of a 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 Bank is located or any subdivision thereof or therein, or any ) and all interest, penalties or similar liabilities with respect thereto to such 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"). If any Taxes are so levied or imposed, each the Borrower agrees to pay the full amount of such Taxes levied in respect of the payments of such BorrowerTaxes, and such additional amounts as may be necessary so that every payment of all amounts due from such Borrower under this AgreementAgreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for hereinherein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable Borrower agrees to reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income income, net profits or capital (including branch profits tax) of such Bank pursuant to the laws of the jurisdiction in which such Bank is organized or in which the principal office or applicable lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Bank is organized or in which the principal office or applicable lending office of such Bank is located and for any withholding of taxes 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. Each The 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 such the Borrower. Each The Borrower agrees to indemnify and hold harmless each Bank, and reimburse each such Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank in respect of payments made, or required to be made, by such BorrowerBank.

Net Payments. (a) All payments made by the Borrowers Borrower hereunder or ------------ under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(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 subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentencebelow, taxes any tax imposed on or measured by the net income or profits of a 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 Applicable Lending Office of such Bank is located or any subdivision thereof or therein, or any located) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxescollectively, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, each The Borrower agrees to pay the full amount of such Taxes 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, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable Borrower agrees to shall also 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 pursuant to the laws of the jurisdiction in which such Bank is organized (or any political subdivision or taxing authority thereof or therein) in which the principal office or applicable lending office Applicable Lending Office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction and for any withholding of taxes as such Bank shall determine are payable by, or withheld from, by such Bank in respect of such amounts so paid to or on behalf of such Bank pursuant to the preceding sentence (collectively, "Additional Taxes"). If any Taxes or ---------------- Additional Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes and in respect Additional Taxes as may be necessary so that every payment of all amounts due hereunder or under any Note, after withholding or deduction for or on account of any amounts paid to Taxes and Additional Taxes, will not be less than the amount provided for herein or on behalf of in such Bank pursuant to this sentenceNote. Each The Borrower will furnish to the Administrative Agent, Agent within 45 days after the date the payment of any Taxes or Additional Taxes is due pursuant to applicable law, law certified copies of tax receipts evidencing such payment by such the Borrower. Each The Borrower agrees to will indemnify and hold harmless each Bank, and reimburse each such Bank upon its written request, for the amount of any Taxes and/or Additional Taxes so levied or imposed and paid by such Bank in respect of payments made, or required to be made, by such BorrowerBank.

Net Payments. (a) All payments made by the Borrowers hereunder will Borrower hereunder, under any Note or any other Credit Document, shall be made without setoff, counterclaim or other defense. Except as provided for in Section 3.04(b5.4(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes any tax, imposed on or measured by the net income or net profits of a Bank 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 Bank Lender is located or any subdivision thereof or therein, or any ) and all interest, penalties or similar liabilities with respect thereto to such non-excluded taxes, levies imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, fees assessments or other charges being referred to collectively as "“Taxes"”). If any Taxes are so levied or imposed, each the Borrower agrees to pay the full amount of such Taxes levied in respect of the payments of such Borrower, and such additional amounts as may be necessary so that every payment by it of all amounts due from such Borrower hereunder, under this Agreementany Note or under any other Credit Document, after withholding or deduction for or on account of any Taxes, Taxes will not be less than the amount provided for hereinherein 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 applicable Borrower agrees to reimburse each BankLender, upon the written request of such Bank, Lender for taxes imposed on or measured by the net income or profits of such Bank Lender pursuant to the laws of the jurisdiction in which such Bank Lender is organized or in which the principal office or applicable lending office Applicable Lending Office of such Bank Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office or Applicable Lending Office of such Lender is located and for any withholding of income or similar taxes imposed by the United States of America as such Bank Lender shall determine are payable by, or withheld from, such Bank Lender in respect of such amounts so paid to or on behalf of such Bank Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Bank 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. Each The Borrower will furnish to the Administrative Agent, 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, law certified copies of tax receipts receipts, or other evidence satisfactory to the Lender, evidencing such payment by such the Borrower. Each The Borrower agrees to will indemnify and hold harmless the Administrative Agent and each BankLender, and reimburse each Bank 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 Bank in respect of payments made, or required to be made, by such BorrowerLender.

Net Payments. (a) All payments made by the Borrowers Borrower hereunder or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes any tax imposed on or measured by the net income or net profits of a Bank Bank, or franchise taxes imposed in lieu of taxes imposed on or measured by net income or net profits of a 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 Bank is located or any subdivision thereof or therein, or any ) and all interest, penalties or similar liabilities with respect thereto to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively collectively, as "“Taxes"”). If any Taxes are so levied or imposed, each the Borrower agrees to pay the full amount of such Taxes levied in respect of the payments of such BorrowerTaxes, and such additional amounts as may be necessary so that every payment of all amounts due from such Borrower under this AgreementAgreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for hereinherein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable Borrower agrees to reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income or net profits of such Bank Bank, and franchise taxes imposed in lieu of taxes imposed on or measured by net income or net profits of a Bank, pursuant to the laws of the jurisdiction in which such Bank is organized or in which the principal office or applicable lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Bank is organized or in which the principal office or applicable lending office of such Bank is located and for any withholding of taxes as such Bank shall determine are payable by, or withheld from, such Bank 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. Each The 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 such the Borrower. Each The Borrower agrees to indemnify and hold harmless each Bank, and reimburse each such Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank in respect of payments made, or required to be made, by such BorrowerBank.

Net Payments. (a) All payments made by the Borrowers Borrower hereunder will be made without setoffsetoff or counterclaim. The Borrower will pay, counterclaim or other defense. Except as provided in Section 3.04(b)prior to the date on which penalties attach thereto, all such payments will be made free present and clear offuture income, stamp and without deduction or withholding for, any present or future other taxes, levies, impostsor costs and charges whatsoever imposed, dutiesassessed, feeslevied or collected on or in respect of a Loan and/or the recording, assessments registration, notarization or other formalization thereof and/or any payments of principal, interest or other amounts made on or in respect of a Loan (all such taxes, levies, costs and charges being herein collectively called "Taxes"; provided that Taxes shall not include taxes imposed on or measured by the overall net income of whatever nature now that Bank (or hereafter any alternative tax imposed generally by any relevant jurisdiction in lieu of a tax on net income) by the United States of America or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentencetherein, taxes imposed under Section 884 of the Code or taxes on or measured by the overall net income (or profits any alternative tax imposed generally by any relevant jurisdiction in lieu of a tax on net income) of that Bank pursuant to the laws or any foreign office, branch or subsidiary of the jurisdiction that Bank by any foreign country or subdivision thereof in which it that Bank or that office, branch or subsidiary is organized or the jurisdiction in which the principal office or applicable lending office of such Bank is located or any subdivision thereof or therein, or any interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"doing business). If any Taxes are so levied or imposed, each The Borrower agrees to shall also pay the full amount of such Taxes levied in respect of the payments of such Borrower, and such additional amounts as may be necessary so equal to increases in taxes payable by that every payment of all amounts due from such Borrower under this Agreement, after withholding or deduction for or on account of any Taxes, will not be less than Bank described in the amount provided for herein. If any amounts foregoing proviso which increases are payable in respect of Taxes pursuant attributable to the preceding sentence, then the applicable Borrower agrees to reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured payments made by the net income or profits Borrower described in the immediately preceding sentence of such Bank pursuant to this Section. Promptly after the laws of the jurisdiction in date on which such Bank is organized or 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 payment of any such jurisdiction and for any withholding of taxes 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. Each Borrower will furnish to the Administrative Agent, within 45 days after the date the payment of any Taxes Tax is due pursuant to applicable law, certified copies the Borrower will, at the request of tax receipts evidencing such payment by such Borrowerthat Bank, furnish to that Bank evidence, in form and substance satisfactory to that Bank, that the Borrower has met its obligation under this Section 4.04. Each The Borrower agrees to will indemnify and hold harmless each BankBank against, and reimburse each Bank upon its written requeston demand for, for the amount of any Taxes so levied or imposed and paid Taxes, as determined by such that Bank in respect of its good faith and reasonable discretion. Such Bank shall provide the Borrower with appropriate receipts for any payments made, or required reimbursements made by the Borrower pursuant to be made, by such Borrowerthis Section 4.04.

Net Payments. (a) All payments made by the Borrowers each Borrower hereunder or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (or by any political subdivision or taxing authority thereof or therein therein) with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes any tax levy, impost, duty, fee, assessment or other governmental charge imposed on or measured by the net income or net profits of a Bank 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 Bank Lender is located (or any subdivision or taxing authority thereof or therein, or any )) and all interest, penalties or similar liabilities with respect thereto to such non-excluded taxes, levies, imposts, duties, fees, assessments or other governmental charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other governmental charges being referred to collectively as "“Taxes"”). If any Taxes are so levied or imposed, each the relevant Borrower agrees to shall pay the full amount of such Taxes levied to the relevant taxing authority in respect of accordance with applicable law and shall pay to the payments of such Borrower, and relevant Lender such additional amounts as may be necessary so that every payment of all amounts due from such Borrower under this AgreementAgreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for hereinherein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable relevant Borrower agrees to reimburse each BankLender lending to such Borrower, upon the written request of such BankLender, for taxes imposed on or measured by the net income or net profits of such Bank 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 Bank Lender is organized or in which the principal office or applicable lending office of such Bank Lender is located (or under the laws of any political subdivision or taxing authority of any such jurisdiction therein or thereof) and for any withholding of taxes as such Bank Lender shall determine are payable by, or withheld from, such Bank Lender in respect of such amounts so paid to or on behalf of such Bank Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Bank Lender pursuant to this sentence. 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 lawlaw certified copies of tax 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 evidencing within such payment by time period, then such BorrowerBorrower shall furnish such certified copies of tax receipts to the Administrative Agent within 15 days after such Borrower has received such certified copies of tax receipts). Each Borrower agrees to indemnify and hold harmless each BankLender, and reimburse each Bank such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank in respect 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 payments made, or required to be made, by such BorrowerTaxes for which indemnification is sought and shall include a copy of any written assessment thereof.

Net Payments. (a) All payments made by the Borrowers Borrower hereunder or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(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 subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes any tax imposed on or measured by the net income or net profits of a 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 Bank is located or any subdivision thereof or therein, or any ) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded nonexcluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, each the Borrower agrees to pay the full amount of such Taxes levied in respect of the payments of such BorrowerTaxes, and such additional amounts as may be necessary so that every payment of all amounts due from such Borrower under this AgreementAgreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for hereinherein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable Borrower agrees to reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income or net profits of such Bank pursuant to the laws of the jurisdiction in which such Bank is organized or in which the principal office or applicable lending office of such 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 taxes 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. Each The 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 such the Borrower. Each The Borrower agrees to indemnify and hold harmless each Bank, and reimburse each such Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank in respect of payments made, or required to be made, by such BorrowerBank.

Net Payments. (a) All payments made by the Borrowers Borrower hereunder and under any Note (which, for purposes of this Section 5.04 shall be deemed to include any payments made by the Fronting Lender to any Revolving Participant pursuant to Section 4.04) will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(b5.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision sub-division or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes any tax imposed on or measured by the net income or net profits of a Bank Lender (which, for purposes of this Section 5.04 shall be deemed to include any Revolving Participant in respect of payments made pursuant to Section 4.04) 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 Bank Lender is located or any subdivision thereof or therein, or any ) and all interest, penalties or similar liabilities with respect thereto to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "“Taxes"”). If any Taxes are so levied or imposed, each the Borrower agrees to pay the full amount of such Taxes levied in respect of the payments of such BorrowerTaxes, and such additional amounts as may be necessary so that every payment of all amounts due from such Borrower under this AgreementAgreement or under any Note, after withholding or deduction for or on account of any TaxesTaxes by the Borrower, the Administrative Agent or the Fronting Lender, will not be less than the amount provided for hereinherein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable Borrower agrees to reimburse each BankLender, upon the written request of such BankLender, for taxes imposed on or measured by the net income or net profits of such Bank Lender pursuant to the laws of the jurisdiction in which such Bank Lender is organized or in which the principal office or applicable lending office of such Bank 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 Bank Lender shall determine are payable by, or withheld from, such Bank Lender, in respect of such amounts so paid to or on behalf of such Bank Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Bank Lender pursuant to this sentence. Each The 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 such the Borrower. Each The Borrower agrees to indemnify and hold harmless each BankLender, and reimburse each Bank such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank in respect of payments made, or required to be made, by such BorrowerLender.

Net Payments. (a) All payments made by the Borrowers Borrower hereunder or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(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 subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes excluding any tax imposed on or measured by the net income or net profits of a Bank 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 Bank Lender is located or any subdivision thereof or therein, or any ) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively collectively, as "Taxes"). If any Taxes are so levied or imposed, each the Borrower agrees to pay the full amount of such Taxes levied in respect of the payments of such BorrowerTaxes, and such additional amounts as may be necessary so that every payment of all amounts due from such Borrower under this AgreementAgreement 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. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable Borrower agrees to 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 pursuant to the laws of the jurisdiction in which such Bank is organized herein or 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 and for any withholding of taxes 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 sentenceNote. Each The 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 Borrower or, if the relevant taxing authority does not issue such Borrowerreceipts, such other evidence of payment as may be reasonably satisfactory to the Administrative Agent. Each The Borrower agrees to indemnify and hold harmless each BankLender, and reimburse each Bank such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank in respect of payments made, or required to be made, by such BorrowerLender.

Net Payments. (a) All payments made by the Borrowers Borrower hereunder or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(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 subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes any tax imposed on or measured by the net income or net profits of a 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 Bank is located or any subdivision thereof or therein, or any ) and all interest, penalties or similar liabilities with respect thereto to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, each the Borrower agrees to pay the full amount of such Taxes levied in respect of the payments of such BorrowerTaxes, and such additional amounts amounts, if any, as may be necessary so that every payment of all amounts due from such Borrower under this AgreementAgreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for hereinherein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable Borrower agrees to reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income or net profits of such Bank pursuant to the laws of the jurisdiction in which such Bank is organized or in which the principal office or applicable lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Bank is organized or in which the principal office or applicable lending office of such Bank is located and for any withholding of income or similar taxes 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. Each The 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 receipts, or other evidence satisfactory to such Bank, in its sole discretion, evidencing such payment by such the Borrower. Each The Borrower agrees to indemnify and hold harmless each Bank, and reimburse each such Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank in respect Bank. All amounts payable pursuant to this Section 4.04(a) shall be subject to the provisions of payments made, or required Section 12.17 (to be made, by such Borrowerthe extent applicable).

Net Payments. (a) All payments made by the Borrowers Borrower hereunder or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(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 subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes any tax, including a franchise tax, imposed on or measured by the net income or profits of a 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 Bank is located or any political subdivision or taxing authority thereof or therein, or any ) and all interest, penalties or similar liabilities with respect thereto to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, each the Borrower agrees to pay the full amount of such Taxes levied in respect of the payments of such BorrowerTaxes, and such additional amounts as may be necessary so that every payment of all amounts due from such Borrower hereunder or under this Agreementany Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for hereinherein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable Borrower agrees to reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income or net profits of such Bank pursuant to the laws of the jurisdiction or any political subdivision or taxing authority thereof or therein in which such Bank is organized or in which the principal office or applicable lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction and for any withholding of income or similar taxes 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. Each The Borrower will furnish to the Administrative Agent, Agent within 45 days after the date of the payment of any Taxes is due pursuant to applicable law, law certified copies of tax receipts evidencing such payment by such the Borrower. Each The Borrower agrees to indemnify and hold harmless each Bank, and reimburse each such Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank in respect of payments made, or required to be made, by such BorrowerBank.

Net Payments. (a) All payments made by the Borrowers hereunder hereunder, under any Note or any other Credit Document, will be made without setoff, counterclaim or other defense. Except as provided for in Section 3.04(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 subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes any tax, imposed on or measured by the net income or net profits of a Bank 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 Bank Lender is located or any subdivision thereof or therein, or any ) and all interest, penalties or similar liabilities with respect thereto to such non-excluded taxes, levies imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, fees assessments or other charges being referred to collectively as "“Taxes"”). If any Taxes are so levied or imposed, each Borrower agrees the Borrowers agree to pay the full amount of such Taxes levied in respect of the payments of such Borrower, and such additional amounts as may be necessary so that every payment by it of all amounts due from such Borrower hereunder, under this Agreementany 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 hereinherein 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 applicable Borrower agrees Borrowers agree to reimburse each BankLender, upon the written request of such BankLender, for taxes Taxes imposed on or measured by the net income or profits of such Bank Lender pursuant to the laws of the jurisdiction in which such Bank Lender is organized or in which the principal office or applicable lending office Applicable Lending Office of such Bank Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction and for any withholding in which the principal office or Applicable Lending Office of taxes such Bank Lender is located as such Lender shall determine are payable by, or withheld from, such Bank Lender in respect of such the amounts so of Taxes paid to or on behalf of such Bank Lender pursuant to the preceding sentence and sentence, which written request shall be accompanied by a statement from such Lender setting forth, in respect of any amounts paid reasonable detail, the computations used in determining such amounts. Subject to or on behalf of such Bank pursuant to this sentence. Each Borrower Section 2.6(d), the Borrowers will furnish to the Administrative Agent, 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, law certified copies of tax receipts receipts, or other evidence satisfactory to the Lender, evidencing such payment by such Borrowerthe Borrowers. Each Borrower agrees to The Borrowers will indemnify and hold harmless the Administrative Agent and each BankLender, and reimburse each Bank 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 Bank in respect of payments made, Taxes were correctly or required to be made, legally asserted by such Borrowerthe relevant Governmental Authority.

Net Payments. (a) All Any and all payments made by the Borrowers hereunder will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(b), all such payments will Borrower under this Agreement shall be made free and clear of, of and without deduction or withholding for, for any present and all current or future taxes, levies, imposts, dutiesdeductions, fees, assessments assessments, duties, charges or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes imposed on or measured by the net income or profits of a 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 Bank is located or any subdivision thereof or therein, or any interest, penalties or similar withholdings and all liabilities with respect thereto excluding (i) income taxes imposed on the net income of any Lender; (ii) franchise taxes imposed on the net income of any Lender, in each case by the jurisdiction under the laws of which such Lender is organized, domiciled, resident or doing business or any political subdivision thereof and (iii) any United States federal withholding taxes imposed under FATCA (all such non-excluded taxes, levies, imposts, dutiesdeductions, fees, assessments assessments, duties, charges, withholdings and liabilities, collectively or other charges being referred to collectively as "individually, “Taxes"”). If the Borrower shall be required to deduct any Taxes are from or in respect of any sum payable hereunder to a Lender (i) the sum payable shall be increased by the amount (an “additional amount”) necessary so levied or imposedthat after making all required deductions such Lender shall receive an amount equal to the sum it would have received had no such deductions been made, each (ii) the Borrower agrees to shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law. Within 30 days after the date of any payment of Taxes pursuant to this paragraph (a), the Borrower shall furnish to the Administrative Agent a receipt issued by the relevant Governmental Authority or other evidence satisfactory to the Administrative Agent of payment thereof. The Borrower will indemnify each Lender (subject to such Lender having complied with paragraph (b) below) and hold each Lender harmless for the full amount of all Taxes paid or payable by such Lender with respect to this Agreement and any and all amounts received by such Lender hereunder, and any liability (including penalties, interest and expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto whether or not such Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate as to the amount of such Taxes levied in respect payment or liability prepared by such Lender, absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the payments Borrower under this Section 2.16 shall survive the termination of such Borrower, this Agreement and such additional amounts as may be necessary so that every the Commitments and the payment of all amounts due from such Borrower under this Agreement, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable Borrower agrees to 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 pursuant to the laws of the jurisdiction in which such Bank is organized or in which the principal office or applicable lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction and for any withholding of taxes 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. 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 such Borrower. Each Borrower agrees to indemnify and hold harmless each Bank, and reimburse each Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank in respect of payments made, or required to be made, by such BorrowerLoan Documents.

Net Payments. (a) All payments made by the Borrowers hereunder Borrower will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(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 subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes any tax imposed on or measured by the net income or net profits of a Bank 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 Bank the Lender is located or any subdivision thereof or therein, or any ) and all interest, penalties or similar liabilities with respect thereto to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, each the Borrower agrees to pay the full amount of such Taxes levied in respect of the payments of such BorrowerTaxes, and such additional amounts as may be necessary so that every payment of all amounts due from such Borrower under this Agreement, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable Borrower agrees to reimburse each Bankthe Lender, upon the written request of such Bankthe Lender, for taxes imposed on or measured by the net income or profits of such Bank the Lender pursuant to the laws of the jurisdiction in which such Bank the Lender is organized or in which the principal office or applicable lending office of such Bank the Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the Lender is organized or in which the principal office or applicable lending office of the Lender is located and for any withholding of taxes such Bank as the Lender shall determine in good faith are payable by, or withheld from, such Bank the Lender, in respect of such amounts so paid to or on behalf of such Bank the Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Bank the Lender pursuant to this sentence. Each 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, law certified copies of tax receipts evidencing such payment by the Borrower or, if the relevant taxing authority does not issue such Borrowerreceipts, such other documents of payment as may be reasonably satisfactory to the Lender. Each The Borrower agrees to indemnify indemnify, defend and hold harmless each Bankthe Lender, and reimburse each Bank the Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank the Lender and all costs and expenses incurred in respect of payments madeconnection with same including, or required to be madewithout limitation, by such Borrowerattorney's fees and interest and penalties on the Taxes.

Net Payments. (a) All payments made by the Borrowers Borrower hereunder or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(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 subdivision or taxing authority thereof or therein therein) with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes any tax imposed on or measured by the net income or net profits of a Bank 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 Bank Lender is located (or any subdivision or taxing authority thereof or therein, or any )) and all interest, penalties or similar liabilities with respect thereto to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, each the Borrower agrees to pay the full amount of such Taxes levied in respect of the payments of such BorrowerTaxes, and such additional amounts as may be necessary so that every payment of all amounts due from such Borrower under this AgreementAgreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for hereinherein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable Borrower agrees to reimburse each BankLender, upon the written request of such BankLender, for taxes imposed on or measured by the net income or net profits of such Bank Lender pursuant to the laws of the jurisdiction in which such Bank Lender is organized or in which the principal office or applicable lending office of such Bank Lender is located (or under the laws of any political subdivision or taxing authority of any such jurisdiction therein or thereof) and for any withholding of taxes as such Bank Lender shall determine are payable by, or withheld from, such Bank Lender in respect of such amounts so paid to or on behalf of such Bank Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Bank Lender pursuant to this sentence. Each The 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 such the Borrower. Each The Borrower agrees to indemnify and hold harmless each BankLender, and reimburse each Bank such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank in respect of payments made, or required to be made, by such BorrowerLender.

Net Payments. (a) All payments made by the Borrowers Borrower hereunder will to or for the benefit of any Lender, the Issuing Bank, the Syndication Agent or the Agent shall be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(b4.10(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 assessments, or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes excluding any tax imposed on or measured by the net income or profits of a Bank the Lender, the Issuing Bank, the Syndication Agent or the Agent, as the case may be, 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 Bank is located or any subdivision thereof or therein, or any organized) together with all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxescollectively, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Covered Taxes"). If the Borrower shall be required by law to deduct any Covered Taxes are so levied from any sum payable hereunder to any Lender, the Issuing Bank, the Syndication Agent or imposedthe Agent, each Borrower agrees to pay (A) the full amount of such Taxes levied in respect of the payments of such Borrower, and such additional amounts sum payable shall be increased as may be necessary so that every payment after making all required deductions of all amounts due from such Borrower Covered Taxes (including deductions of Covered Taxes applicable to additional sums payable under this AgreementSection 4.10) such Lender, after withholding the Issuing Bank, the Syndication Agent or deduction for or on account of any Taxesthe Agent, will not be less than as the case may be, receives an amount provided for herein. If any amounts are payable in respect of Taxes pursuant equal to the preceding sentencesum it would have received had no such deductions been made, then (B) the applicable Borrower agrees to reimburse each Bank, upon shall make such deductions and (C) the written request of such Bank, for taxes imposed on or measured by Borrower shall pay the net income or profits of such Bank pursuant full amount so deducted to the laws of the jurisdiction relevant taxation authority or other authority in which such Bank is organized or in which the principal office or accordance with applicable lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction and for any withholding of taxes such Bank law. The Borrower 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. Each Borrower will furnish to the Administrative Agent, 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 such the Borrower. Each The Borrower agrees to indemnify and hold harmless each the Lender, the Issuing Bank, the Syndication Agent and the Agent and reimburse each Bank upon its written requestof them, as the case may be, for the amount of any Covered Taxes so levied or imposed and paid by them. (b) Each Foreign Lender shall deliver to the Agent and the Borrower (i) two valid, duly completed copies of IRS Form 1001 or 4224 or successor applicable form, as the case may be, and any other required form, certifying in each case that such Bank in respect Foreign Lender is entitled to receive payments under this Credit Agreement or the Revolving Notes payable to it without deduction or withholding of payments madeany United States federal income taxes or with such withholding imposed at a reduced rate (the "Reduced Rate"), and (ii) a valid, duly completed IRS Form W-8 or W-9 or successor applicable form, as the case may be, to establish an exemption from United States backup withholding tax. Each such Foreign Lender shall also deliver to the Agent and the Borrower two further copies of said Form 1001 or 4224 and W-8 or W-9, or successor applicable forms, or other manner of required certification, as the case may be, on or before the date that any such form expires or becomes obsolete or otherwise is required to be maderesubmitted as a condition to obtaining an exemption from a required withholding of United States federal income tax or entitlement to having such withholding imposed at the Reduced Rate or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower and the Agent, and such extensions or renewals thereof as may reasonably be requested by the Borrower and the Agent, certifying (i) in the case of a Form 1001 or 4224 that such BorrowerForeign Lender is entitled to receive payments under this Credit Agreement or the Revolving Notes payable to it without deduction or withholding of any United States federal income taxes, unless in any such case any change in a tax treaty to which the United States is a party, or any change in law or regulation of the United States or official interpretation thereof has occurred after the Initial Funding Date and prior to the date on which any such delivery would otherwise be required that renders all such forms inapplicable or that would prevent such Foreign Lender from duly completing and delivering any such form with respect to it, and such Foreign Lender advises the Borrower and the Agent that it is not capable of receiving payments without any deduction or withholding at the Reduced Rate, or (ii) in the case of a Form W-8 or W-9, establishing an exemption from United States backup withholding tax.

Net Payments. (a) All payments made by the Borrowers Borrower hereunder or under any Note or Pagare will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(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 subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second third succeeding sentence, taxes any tax imposed on or measured by the net income or net profits of a Bank 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 such Lender maintains a place of such Bank is located business or any subdivision thereof or therein, or any ) and all interest, penalties addition thereto or similar liabilities with respect thereto to such 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 Credit Documents (hereinafter referred to as "Other Taxes"). If any Taxes or Other Taxes are so levied or imposed, each Borrower agrees to pay the full amount of such Taxes levied in respect of the payments of such Borroweror Other Taxes, and such additional amounts as may be necessary so that every payment of all amounts due from such Borrower under this AgreementAgreement or under any Note or Pagare, after withholding or deduction for or on account of any Taxex xx Xther Taxes, will not be less than the amount provided for hereinherein or in such Note or Pagare. If any amounts are payable in respect of Taxes pursuant or Other Taxex xxxxuant to the preceding sentenceforegoing, then the applicable Borrower agrees to reimburse such amounts to each BankLender, upon the written request of such BankLender, for taxes such Taxes or Other Taxes as are imposed on or measured by the net income or net profits of such Bank Lender pursuant to the laws of the jurisdiction in which such Bank is organized or in which the principal office or applicable lending office of such Bank Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction and for any withholding of taxes 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. 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 such Borrower. Each Borrower agrees to indemnify and hold harmless each Bank, and reimburse each Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank in respect of payments made, or required to be made, by such Borrower.jurisdiction

Net Payments. (a) All payments made by the Borrowers Borrower hereunder or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(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 subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes excluding any tax imposed on or measured by the net income or net profits of a Bank any Lender or its applicable lending office, or any branch or affiliate thereof, and all franchise taxes, branch taxes, taxes on doing business or taxes on the overall capital or net worth of any Lender or its applicable lending office, or any branch or affiliate thereof, or similar taxes, in each case imposed by the applicable taxing authority 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 Bank is located (or any political subdivision thereof or therein) in which such Lender, applicable lending office, branch or affiliate is organized, located or carries on business, or any interest, penalties or similar liabilities with respect thereto in which its principal executive office is located) (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges and related interest and penalties being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, each the Borrower agrees to pay the full amount of such Taxes levied in respect of the payments of such BorrowerTaxes, and such additional amounts as may be necessary so that every payment of all amounts due from such Borrower under this AgreementAgreement 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. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable Borrower agrees to 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 pursuant to the laws of the jurisdiction in which such Bank is organized herein or in which such Note; provided that the principal office Borrower will not be required to pay any additional amounts that are (i) attributable to a Lender's failure to comply with subsection (b) below, (ii) described in Section 3.5(d) or applicable lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction and for any withholding of taxes such Bank shall determine are payable by, or withheld from, such Bank in respect of such amounts so paid (iii) attributable to or on behalf of such Bank pursuant a Lender's failure to the preceding sentence and in respect of any amounts paid to or on behalf of such Bank pursuant to this sentencebe a Basel Bank. Each The 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 such the Borrower. Each The Borrower agrees to indemnify and hold harmless each BankLender, and reimburse each Bank such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank Lender; provided, that for any period with respect to which such Lender has failed to provide the Borrower with the appropriate documentation described under Section 3.5(b), such Lender shall not be entitled to indemnification under Section 3.5(a). A certificate as to the amount of any such required indemnification payment prepared in respect of payments made, or required to be made, good faith by such BorrowerLender or the Administrative Agent shall be final, conclusive and binding for all purposes absent demonstrable error.

Net Payments. (a) All payments made by the Borrowers Borrower hereunder will shall be made without setoff, counterclaim setoff or other defensecounterclaim. Except as provided in Section 3.04(b), all All such payments will shall be made free and clear of, of and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature nature, now or hereafter imposed by any jurisdiction or by any department, agency, state or other political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes excluding any tax imposed on or measured by the net income or profits of a Bank Lender pursuant to the laws of the jurisdiction in which it the principal office or Payment 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 Payment Office of such Bank Lender is located or any subdivision thereof or therein, or any located) and all interest, penalties penalties, or similar liabilities with respect thereto (all such non-excluded taxescollectively, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, each the Borrower agrees to pay the full amount of such Taxes levied in respect of the payments of such BorrowerTaxes, and such additional amounts as may be necessary so that every net payment of all amounts due from such Borrower under this Agreementhereunder, after withholding or deduction for or on account of any Taxes, will not be less than the amount amounts provided for herein. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable The Borrower agrees to 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 pursuant to the laws of the jurisdiction in which such Bank is organized or in which the principal office or applicable lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction and for any withholding of taxes 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. Each Borrower will 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 such the Borrower. Each The Borrower agrees to shall indemnify and hold harmless each Bank, Lender and reimburse each Bank Lender upon its the written requestrequest of such Lender setting forth the basis for requesting such amount, for the amount of any Taxes so levied or imposed and paid by such Bank in respect of payments madeLender. In addition, the 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 by the Borrower or the Agent hereunder or from the execution, delivery or registration of, or required to be madeotherwise with respect to, by such Borrowerthis Agreement or any other Credit Document.

Net Payments. (a) All payments made by the Borrowers Borrower to the Administrative Agent or any Lender hereunder and under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(b3.4(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes any tax imposed on or measured by the net income or net profits of a Bank Lender pursuant to the laws of the jurisdiction in which it is doing business, organized or the jurisdiction in which the principal office or applicable lending office of such Bank Lender is located or any subdivision thereof or therein, or any ) and all interest, penalties or similar liabilities with respect thereto to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, each the Borrower agrees to pay the full amount of such Taxes levied in respect of the payments of such BorrowerTaxes, and such additional amounts as may be necessary so that every payment of all amounts due from such Borrower under this AgreementAgreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for hereinherein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable Borrower agrees to reimburse each BankLender, upon the written request of such BankLender, for taxes imposed on or measured by the net income or net profits of such Bank Lender pursuant to the laws of the jurisdiction in which such Bank Lender is doing business, organized or in which the principal office or applicable lending office of such Bank Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Lender is doing business, organized or in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Bank Lender shall reasonably determine are payable by, or withheld from, such Bank Lender, in respect of such amounts so paid to or on behalf of such Bank Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Bank Lender pursuant to this sentence. Each The Borrower will furnish to the Administrative Agent, such Lender 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 such Borrower. Each The Borrower agrees to indemnify and hold harmless each BankLender, and reimburse each Bank such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank Lender. (b) Any 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 Administrative Agent and the Borrower on or prior to the Closing Date or, in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 9.11(a) (unless such Assignee was already a Lender hereunder immediately prior to such assignment in which case such assignee shall reaffirm its ability to deliver the forms set forth below in clause (i) or (ii), as applicable), on the date of the assignment to such Assignee, (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 any such Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN (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 C (any such certificate, a "Section 3.4(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 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 from time to time after the 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 deliver to the Administrative Agent and the Borrower 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 3.4(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 Administrative Agent and the Borrower 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 3.4(b). Notwithstanding anything to the contrary contained in Section 3.4(a) but subject to 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 Administrative Agent and 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 3.4(a) to gross-up payments to be made to a Lender in respect of payments made, income or similar taxes imposed by the United States if (I) such Lender has not provided to the Administrative Agent and the Borrower the Internal Revenue Service Forms required to be madeprovided to the Administrative Agent and the Borrower pursuant to this Section 3.4(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 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 3.4, the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 3.4(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 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 Borrower.Taxes. The sole consequence of any Lender failing to comply with the requirement to deliver the Internal Revenue Service Forms or the Section 3.4(b)(ii) Certificate shall be that the Borrower shall not be obligated pursuant to Section 3.4(a) to gross-up payments to be made to such Lender in respect of any resulting U.S. income or similar taxes. (c) Any Lender that is (i) an Assignee pursuant to Section 9.11(a) and (ii) 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 will certify to the Borrower on or prior to the date of the assignment to such Lender that payments to such Lender hereunder and under any Note are, as of the date of such assignment, not subject to any withholding tax imposed by any taxing jurisdiction located outside of the United States. (d) Each Lender, at the sole cost and expense of the Borrower (including, but not limited to, the Lender's internal costs for use of its personnel and resources), will use its reasonable efforts to minimize taxes indemnifiable by the Borrower under this Section 3.4, including by complying with reasonable requests by the Borrower to do or to refrain from doing any act (including the execution of any certificates or similar documents required to establish an exemption or relief from any tax), if such efforts or any such compliance is, in the good faith discretion of such Lender, of a purely ministerial nature and has no adverse impact on such Lender or any Affiliate or on the business or operations of the foregoing (unless such adverse impact is one of a nature and quality such that it is subject to indemnification and the Borrower has indemnified such Lender against such adverse impact in a manner satisfactory to such Lender determined in its sole discretion). The Borrower shall indemnify such Lender for any taxes that may be imposed on it as a consequence of such compliance. No Lender shall be required to disclose any tax return or filing or any related information it deems confidential and all positions taken by each Lender in any tax return, filing or proceeding shall be within the sole control of such Lender. 3.5

Net Payments. (a) All payments made by the Borrowers Borrower hereunder or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(bSec- tion 4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes any tax imposed on or measured by the net income or net profits of a Bank 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 Bank Lender is located or any subdivision thereof or therein, or any ) and all interest, penalties or similar liabilities with respect thereto to such non excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded nonexcluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, each the Borrower agrees agrees, subject to Section 1.14, to pay the full amount of such Taxes levied in respect of the payments of such BorrowerTaxes, and such additional amounts as may be necessary so that every payment of all amounts due from such Borrower under this AgreementAgreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for hereinherein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable Borrower agrees agrees, subject to Section 1.14, to reimburse each BankLender, upon the written request of such BankLender, for taxes imposed on or measured by the net income or net profits of such Bank Lender pursuant to the laws of the jurisdiction in which such Bank Lender is organized or in which the principal office or applicable lending office of such Bank 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 Bank Lender shall determine are payable by, or withheld from, such Bank Lender in respect of such amounts so paid to or on behalf of such Bank Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Bank Lender pursuant to this sentence. Each The 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 such the Borrower. Each The Borrower agrees to indemnify and hold harmless each BankLender, and reimburse each Bank such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank in respect of payments made, or required to be made, by such BorrowerLender.

Net Payments. (a) All payments made by the Borrowers hereunder will be Borrower hereunder, under any Note or any other Loan Document, including all payments made without setoffby the Borrower pursuant to its guaranty obligations under Section 2.10, counterclaim or other defense. Except as provided in Section 3.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentencethis Section 3.02(a), taxes any tax imposed on or measured by the net income or net profits of a Bank the Lender and franchise taxes imposed on it pursuant to the laws of the jurisdiction in under which it the Lender is organized or the jurisdiction in which the principal office or applicable lending office of such Bank the Lender is located or any subdivision thereof or therein, or any ) and all interest, penalties or similar liabilities with respect thereto to such non-excluded taxes, levies imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, each the Borrower agrees to pay the full amount of such Taxes levied in respect of the payments of such Borrower, and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.02(a)) as may be necessary so that every payment by it of all amounts due from such Borrower hereunder, under this Agreementany Note or under any other Loan Document, after withholding or deduction for or on account of any Taxes, Taxes will not be less than the amount provided for hereinherein or in such Note or in such other Loan Document. The Borrower will indemnify and hold harmless the Lender and reimburse the Lender upon its written request, for the amount of any Taxes imposed on and paid by the Lender. If any amounts are payable in respect of Taxes pursuant to this Section 3.02(a), the preceding sentence, then the applicable Borrower agrees to reimburse each Bankthe Lender, upon the written request of such Bankthe Lender, for taxes imposed on or measured by the net income income, profits or profits franchise of such Bank the Lender pursuant to the laws of the jurisdiction in which such Bank the Lender is organized or in which the principal office or applicable lending office of such Bank the Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction therein, and for any withholding of taxes such Bank as the Lender shall determine are payable by, or withheld from, such Bank the Lender in respect of such amounts so paid to or on behalf reimbursement of taxes, which request shall be accompanied by a statement from the Lender setting forth, in reasonable detail, the computations used in determining such Bank pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Bank pursuant to this sentenceamounts. Each The Borrower will furnish to the Administrative Agent, Lender 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, law certified copies of tax receipts receipts, or other evidence satisfactory to the Lender, evidencing such payment by such Borrower. Each Borrower agrees to indemnify and hold harmless each Bank, and reimburse each Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank in respect of payments made, or required to be made, by such Borrower.

Net Payments. (a) All payments made by the Borrowers any Credit Party hereunder or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(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 subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes any franchise tax or any tax imposed on or measured by the net income or net profits (including for this purpose, any Branch Profits Tax) of a Bank 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 Bank Lender is located or any subdivision thereof or therein, or any ) and all interest, penalties or similar liabilities with respect thereto to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "“Taxes"”). If Except as provided in Section 4.04(b), if any Taxes are so levied or imposed, each the Borrower agrees to pay the full amount of such Taxes levied in respect of the payments of such BorrowerTaxes, and such additional amounts as may be necessary so that every payment of all amounts due from such Borrower under this AgreementAgreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for hereinherein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable Borrower agrees to reimburse each BankLender, upon the written request of such BankLender, for taxes imposed on or measured by the net income or net profits of such Bank Lender pursuant to the laws of the jurisdiction in which such Bank Lender is organized or in which the principal office or applicable lending office of such Bank 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 Bank Lender shall determine are payable by, or withheld from, such Bank Lender, in respect of such amounts so paid to or on behalf of such Bank Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Bank Lender pursuant to this sentence. Each The 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 such the Borrower. Each The Borrower agrees to indemnify and hold harmless each BankLender, and reimburse each Bank such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank Lender. For purposes of this Section 4.04(a), in the case of any Lender that is a flow-through entity for tax purposes, the term “Lender” shall be read as referring to the relevant member or partner of such Lender, provided, however, that with respect to any reference to indemnity or reimbursement, the term “Lender” shall mean the Lender and not the member or partner of payments made, or required to be made, by such BorrowerLender.

Net Payments. (a) All payments made by the Borrowers Borrower hereunder or under any other Financing Document will be made without setoffset-off, counterclaim or other defense. Except as provided in Section 3.04(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 subdivision or taxing authority thereof or therein with respect to such payments (but excluding, in the case of any Lender, except as provided in the second immediately succeeding sentence, taxes any tax imposed on or measured by the net income or profits of a Bank 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 Bank Lender is located or any subdivision thereof or therein, or any ) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges charges, regardless of whether imposed, assessed or collected by withholding deduction or otherwise, being referred to collectively as "“Taxes"”). If ; provided that if the Borrowers shall be required by applicable law to deduct or withhold any Taxes are from such payments, then (i) the sum payable shall be increased as necessary so levied that after making all required deductions or imposedwithholdings (including deductions or withholdings applicable to additional sums payable under this Section 2.9), each the Lender receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) the Borrower agrees to shall make such deductions or withholdings and (iii) the Borrower shall pay the full amount of such Taxes levied deducted or withheld to the relevant governmental authority 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, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for hereinaccordance with applicable Law. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable Borrower agrees shall be obligated to reimburse each BankLender, upon the written request of such BankLender, for taxes imposed on or measured by the net income or profits of such Bank Lender pursuant to the laws of the jurisdiction in which such Bank Lender is organized or in which the principal office or applicable lending office Applicable Lending Office of such Bank 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 Bank Lender shall determine are payable by, or withheld from, such Bank Lender in respect of such amounts so paid to or on behalf of such Bank Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Bank Lender pursuant to this sentence. Each The Borrower will furnish to the Administrative Agent, Agent within 45 forty-five (45) days after the date of the payment of any Taxes is due pursuant to applicable law, law certified copies of tax receipts evidencing such payment by the Borrower (or such Borrowerother evidence of payment as is reasonably acceptable to the Lenders). Each The Borrower agrees to indemnify and hold harmless each BankLender, and reimburse each Bank such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank in respect of payments made, or required to be made, by such BorrowerLender.

Net Payments. (a) All payments made by the Borrowers Borrower hereunder or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(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 subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentencebelow, taxes any tax imposed on or measured by the net income or profits of a Bank pursuant to the laws of the jurisdiction in which it is organized (or the jurisdiction any political subdivision or taxing 00001WWP.WP5 18 authority thereof or therein) in which the principal office or applicable lending office Applicable Lending Office of such Bank is located or any subdivision thereof or therein, or any located) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxescollectively, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). The Borrower shall also reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income of such Bank pursuant to the laws of the jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the principal office or Applicable Lending Office of such Bank is located as such Bank shall determine are payable by such Bank in respect of amounts paid to or on behalf of such Bank pursuant to the preceding sentence. If any Taxes are so levied or imposed, each the Borrower agrees to pay the full amount of such Taxes 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 hereunder or under this Agreementany Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable Borrower agrees to 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 pursuant to the laws of the jurisdiction in which such Bank is organized herein or 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 and for any withholding of taxes 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 sentenceNote. Each The 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 such the Borrower. Each The Borrower agrees to will indemnify and hold harmless each Bank, and reimburse each such Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank in respect of payments made, or required to be made, by such BorrowerBank.

Net Payments. (a) All payments made by the Borrowers hereunder will Borrower under this Agreement or under any Credit Document shall be made without setoff, setoff or counterclaim or other defense. Except and in such amounts as provided may be necessary in Section 3.04(b), order that all such payments will be made free and clear of, and without (after deduction or withholding for, or on account of any present or future income, stamp or other taxes, levies, imposts, duties, fees, assessments fees or other charges of whatever nature now whatsoever nature, levied, collected, withheld, assessed or hereafter imposed by any jurisdiction or by Governmental Authority, other than any political subdivision or taxing authority thereof or therein with respect to such payments (but excludingtax on, except as provided in the second succeeding sentence, taxes imposed on or measured by by, the net income or profits of a Bank Lender pursuant to the income tax laws of the jurisdictions where such Lender’s principal or lending office is located (collectively, “Taxes”)) shall not be less than the amounts otherwise specified to be paid under this Agreement or under any Credit Document. If the Borrower is required by law to make any deduction or withholding, on account of Taxes, from any payment due hereunder, or under the Notes, then (a) the Borrower shall timely remit such Taxes to the Governmental Authority imposing the same and (b) the amount payable hereunder or under the Notes will be increased to such amount which, after deduction from such increased amount of all amounts required to be deducted or withheld therefrom, will not be less than the amount otherwise due and payable. Without prejudice to the foregoing, if any Lender, or the Agent, is required to make any payment on account of Taxes, the Borrower will, upon notification by the Lender or the Agent (which notice shall show the amount of such Taxes) promptly indemnify such person against such Taxes, together with any interest, penalties and expenses payable or incurred in connection therewith. The Borrower shall also reimburse each Lender, upon the written request of such Lender, for federal income taxes and any other taxes imposed on, or measured by, the net income of 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 of such Bank is located or any subdivision thereof or therein, or any interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, each Borrower agrees to pay the full amount of such Taxes 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, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable Borrower agrees to 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 pursuant to the laws of the jurisdiction in which such Bank is organized or in which the principal office or applicable lending office of such Bank Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction and for any withholding of taxes as such Bank Lender shall determine are payable by, or withheld from, by such Bank Lender in respect of such amounts so Taxes 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 Lender pursuant to this sentenceSection 3.7. Each For purposes of this Section, the term “Taxes” includes interest, penalties and expenses payable or incurred in connection therewith. A certificate as to any additional amounts payable to a Lender under this Section 3.7 submitted to the Borrower will by such Lender shall, absent manifest error, be final, conclusive and binding for all purposes upon all parties hereto. With respect to each deduction or withholding for or on account of any Taxes, the Borrower shall promptly furnish to each Lender such certificates, receipts and other documents as may be required (in the Administrative Agent, within 45 days after the date the payment judgment of such Lender) to establish any Taxes is due pursuant tax credit to applicable law, certified copies of tax receipts evidencing which such payment by such Borrower. Each Borrower agrees to indemnify and hold harmless each Bank, and reimburse each Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank in respect of payments made, or required to Lender may be made, by such Borrowerentitled.

Net Payments. (a) All payments made by the Borrowers Borrower hereunder will to or for the benefit of any Lender, the Issuing Bank, the Syndication Agent or the Agent shall be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(b5.9(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 assessments, or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes excluding any tax imposed on or measured by the net income or profits of a Bank the Lender, the Issuing Bank, the Syndication Agent or the Agent, as the case may be, pursuant to the laws of the jurisdiction jurisdictions in which it any of them is organized or the jurisdiction in which the principal office or applicable lending office of such Bank is located or any subdivision thereof or therein, or any domiciled) together with all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxescollectively, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Covered Taxes"). If the Borrower shall be required by law to deduct any Covered Taxes are so levied from any sum payable hereunder to any Lender, the Issuing Bank, the Syndication Agent or imposedthe Agent, each Borrower agrees to pay (A) the full amount of such Taxes levied in respect of the payments of such Borrower, and such additional amounts sum payable shall be increased as may be necessary so that every payment after making all required deductions of all amounts due from such Borrower Covered Taxes (including deductions of Covered Taxes applicable to additional sums payable under this AgreementSection 5.9) such Lender, after withholding the Issuing Bank, the Syndication Agent or deduction for or on account of any Taxesthe Agent, will not be less than as the case may be, receives an amount provided for herein. If any amounts are payable in respect of Taxes pursuant equal to the preceding sentencesum it would have received had no such deductions been made, then (B) the applicable Borrower agrees to reimburse each Bank, upon shall make such deductions and (C) the written request of such Bank, for taxes imposed on or measured by Borrower shall pay the net income or profits of such Bank pursuant full amount so deducted to the laws of the jurisdiction relevant taxation authority or other authority in which such Bank is organized or in which the principal office or accordance with applicable lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction and for any withholding of taxes such Bank law. The Borrower 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. Each Borrower will furnish to the Administrative Agent, Agent within 45 forty-five (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 such the Borrower. Each The Borrower agrees to indemnify and hold harmless each the Lender, the Issuing Bank, the Syndication Agent and the Agent and reimburse each Bank upon its written requestof them, as the case may be, for the amount of any Covered Taxes so levied or imposed and paid by such Bank in respect of payments made, or required to be made, by such Borrowerthem.

Net Payments. (a) All payments made by the Borrowers hereunder will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(b), all such payments will Borrower under 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 (including mortgage recording taxes and similar fees), 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 Administrative Agent or any Lender and (ii) any taxes imposed on the Administrative Agent or any Lender as a result of a current or former connection between the Administrative Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or by any political subdivision or taxing authority thereof or therein with respect to (other than any such payments (but excludingconnection arising solely from the Administrative Agent or such Lender having executed, except as provided in the second succeeding sentence, taxes imposed on delivered or measured by the net income performed its obligations or profits of received a 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 Bank is located or any subdivision thereof or thereinpayment under, or enforced, this Agreement). If any interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, charges, fees, assessments deductions or other charges being referred to collectively as withholdings ("Non-Excluded Taxes"). If ) are required to be withheld from any Taxes are amounts payable to the Administrative Agent or any Lender hereunder, the amounts so levied payable to the Administrative Agent or imposed, each Borrower agrees such Lender shall be increased to pay the full amount of extent necessary to yield to the Administrative Agent or such Taxes levied in respect of the payments of such Borrower, and 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 from such Borrower under payable hereunder at the rates or in the amounts specified in this Agreement; provided, after withholding or deduction for or on account of any Taxeshowever, will that the Borrower shall not be less than the amount provided for herein. If required to increase any such amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable Borrower agrees to 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 pursuant to any Lender that is not organized under the laws of the jurisdiction in which United States of America or a state thereof (each such Bank is organized Lender, a "Non-U.S. Lender") if such Non-U.S. Lender fails to comply with the requirements of paragraph (b) of this Section 5.4. Whenever any Non-Excluded Taxes are payable by the Borrower, as promptly as possible thereafter the Borrower shall send to the Administrative Agent for its own account or in which for the principal office or applicable lending office account of such Bank is located or under Lender, as the laws case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof. If the Borrower fails to pay any political subdivision or Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to the Administrative Agent the required receipts or other required documentary evidence, the Borrower shall indemnify the Administrative Agent and the Lenders for any incremental taxes, interest, costs or penalties that may become payable by the Administrative Agent or any Lender as a result of any such jurisdiction failure. The agreements in this Section 5.4(a) shall survive the termination of this Agreement and for any withholding of taxes 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. 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 such Borrower. Each Borrower agrees to indemnify the Loans and hold harmless each Bank, and reimburse each Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank in respect of payments made, or required to be made, by such Borrowerall other amounts payable hereunder.

Net Payments. (a) All payments made by the Borrowers Borrower hereunder or under any Revolving Note will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(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 subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes any tax imposed on or measured by the net income or net profits of a Bank 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 Bank Lender is located or any subdivision thereof or therein, or any ) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, each the Borrower agrees to pay the full amount of such Taxes levied in respect of the payments of such BorrowerTaxes, and such additional amounts as may be necessary so that every payment of all amounts due from such Borrower under this AgreementAgreement 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 hereinherein or in such Revolving Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable Borrower agrees to reimburse each BankLender, upon the written request of such BankLender, for taxes imposed on or measured by the net income or net profits of such Bank Lender pursuant to the laws of the jurisdiction in which such Bank Lender is organized or in which the principal office or applicable lending office of such Bank 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 Bank Lender shall determine are payable by, or withheld from, such Bank Lender but only in respect of such amounts so paid to or on behalf of such Bank Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Bank Lender pursuant to this sentence. Each The Borrower will furnish to the Administrative Agent, 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, law certified copies of tax receipts evidencing such payment by such the Borrower. Each The Borrower agrees to indemnify and hold harmless each BankLender, and reimburse each Bank such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank in respect of payments made, or required to be made, by such BorrowerLender.

Net Payments. (a) All payments made by the Borrowers Borrower hereunder and under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(b5.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes (i) any tax imposed on or measured by the net income or net profits of a Bank 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 Bank Lender is located or any subdivision thereof or therein, therein and (ii) any United States federal withholding tax that would not have been imposed but for a failure by such recipient (or any financial institution through which any payment is made to such recipient) to comply with the applicable requirements of FATCA) and all interest, penalties or similar liabilities with respect thereto to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "“Taxes"”). If any Taxes are so levied or imposed, each the Borrower agrees to pay the full amount of such Taxes levied in respect of the payments of such BorrowerTaxes, and such additional amounts as may be necessary so that every payment of all amounts due from such Borrower under this AgreementAgreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for hereinherein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable Borrower agrees to reimburse each BankLender, upon the written request of such BankLender, for taxes imposed on or measured by the net income or net profits of such Bank Lender pursuant to the laws of the jurisdiction in which such Bank Lender is organized or in which the principal office or applicable lending office of such Bank 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 Bank Lender shall determine are payable by, or withheld from, such Bank Lender, in respect of such amounts so paid to or on behalf of such Bank Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Bank Lender pursuant to this sentence. Each The 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 such Borrower. Each The Borrower agrees to indemnify and hold harmless each BankLender, and reimburse each Bank such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank in respect of payments made, or required to be made, by such BorrowerLender.

Net Payments. (a) All payments made by the Borrowers Guarantor ------------ hereunder will be made without setoffset off, counterclaim or other defense. Except as provided in Section 3.04(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 subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes any tax imposed on or measured by the net income or net profits of a Bank 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 Bank Guaranteed Creditor is located or any subdivision thereof or therein, or any ) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, each Borrower the Guarantor agrees to pay the full amount of such Taxes levied in respect of the payments of such BorrowerTaxes, and such additional amounts as may be necessary so that every payment of all amounts due from such Borrower under this AgreementGuaranty, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable Borrower Guarantor agrees to reimburse each BankGuaranteed Creditor, upon the written request of such BankGuaranteed Creditor, for taxes Taxes imposed on or measured by the net income or net profits of such Bank Guaranteed Creditor pursuant to the laws of the jurisdiction in which such Bank is organized or in which the principal office or applicable lending office of such Bank Guaranteed Creditor 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 Guaranteed Creditor is located and for any withholding of taxes Taxes as such Bank Guaranteed Creditor shall determine are payable by, or withheld from, such Bank Guaranteed Creditor in respect of such amounts so paid to or on behalf of such Bank Guaranteed Creditor pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Bank Guaranteed Creditor pursuant to this sentence. Each Borrower The Guarantor will furnish to the Administrative Agent, Agent within 45 30 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 such BorrowerGuarantor. Each Borrower The Guarantor agrees to indemnify and hold harmless each BankGuaranteed Creditor, and reimburse each Bank such Guaranteed Creditor upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank in respect of payments made, or required to be made, by such BorrowerGuaranteed Creditor.

Net Payments. (a) All payments to be made by or on behalf of the Borrowers hereunder Borrower under this Agreement or under the other Transaction Agreements will be made without setoffset-off, counterclaim or other defense. Except as provided in Section 3.04(b), all such payments will be made defense and free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes imposed on or measured by the net income or profits of a 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 Bank is located or any subdivision thereof or therein, or any and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as and interest, penalties or similar liabilities with respect thereto, collectively, "Taxes"). If any Taxes are so levied or imposed, each the Borrower agrees to pay the full amount of such Taxes levied in respect of the payments of such BorrowerTaxes, and such additional amounts as may be necessary so that every payment of all amounts due from such Borrower under this AgreementAgreement or under the other Transaction Agreements, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable Borrower agrees to 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 pursuant to the laws of the jurisdiction in which such Bank is organized or in which the principal office or applicable lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction and for any withholding of taxes 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. Each The Borrower will furnish to the Administrative Agent, Agent within 45 forty-five (45) days after the date the payment of any Taxes is due pursuant to applicable law, Applicable Law certified copies of tax receipts evidencing such payment by such the Borrower. Each The Borrower agrees to indemnify and hold harmless each Bank, Lender and reimburse each Bank such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid or payable by such Bank Lender and against any loss, liability, claim or expense, including interest, penalties and legal fees that it may incur at any time arising out of or in respect connection with any failure of payments made, or required the Borrower to be made, by such Borrowermake payment any Taxes when due.

Net Payments. (a) All payments made by The Borrower’s payment obligations hereunder and under the Borrowers hereunder will be made Note are absolute and unconditional without any right of rescission, setoff, counterclaim or other defensedefense for any reason against the Lender. Except as provided Promptly upon (and in Section 3.04(b)no event later than ten (10) days following) notice from the Lender to the Borrower, the Borrower agrees to pay, prior to the date on which penalties attach thereto, all such payments will be made free present and clear of, future stamp and without deduction or withholding for, any present or future other taxes, levies, impostsor costs and charges whatsoever imposed, dutiesassessed, feeslevied or collected on or in respect of an Advance and/or the recording, assessments registration, notarization or other formalization of an Advance or the execution and delivery or otherwise with respect to this Agreement or the other Credit Documents and/or any payments of principal, interest or other amounts made on or in respect of an Advance (all such taxes levies, costs and charges being herein collectively called “Taxes”); provided, however, that Taxes shall not include taxes imposed on or measured by the overall net income or receipts of whatever nature now the Lender (or hereafter imposed any assignee or participant) by the United States of America or any jurisdiction political subdivision or taxing authority thereof or therein, or any taxes required to be withheld from payments made to the Lender (or any assignee or participant) by the United States of America or any political subdivision or taxing authority thereof or therein with respect to and provided further that if such payments (but excluding, except as provided in the second succeeding sentence, taxes imposed on or measured Taxes may be avoided by the net income or profits of a Bank pursuant to the laws full and final prepayment of the jurisdiction Advances, the Borrower may do so without premium or penalty, but with accrued interest on amounts prepaid. Promptly (and in no event later than ten (10) days) after the date on which it is organized or the jurisdiction in which the principal office or applicable lending office of such Bank is located or any subdivision thereof or therein, or any interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, each Borrower agrees to pay the full amount of such Taxes 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, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable Borrower agrees to 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 pursuant to the laws of the jurisdiction in which such Bank is organized or in which the principal office or applicable lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction and for any withholding of taxes 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. Each Borrower will furnish to the Administrative Agent, within 45 days after the date the payment of any Taxes Tax is due pursuant to applicable law, certified copies the Borrower will, at the request of tax receipts evidencing such payment by such Borrowerthe Lender, furnish to the Lender evidence, in form and substance satisfactory to the Lender, that the Borrower has met its obligation under this Section 4.05. Each The Borrower agrees to indemnify and hold harmless each Bankthe Lender against, and reimburse each Bank upon its written requestthe Lender on demand for, for any Taxes, as reasonably determined by the amount of any Taxes so levied or imposed and paid by such Bank Lender in respect of payments made, or required to be made, by such Borrower.good

Net Payments. (aa.) All payments made by the Borrowers any Obligor hereunder or under any Note or any Guarantee will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(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 subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes imposed on or measured by the net income or profits of a 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 Bank is located or excluding any subdivision thereof or therein, or any Excluded Tax) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or Taxes (other charges than Excluded Taxes) being referred to collectively as "Covered Taxes"). If any Covered Taxes are so levied or imposed, each Borrower Obligor agrees on a joint and several basis to pay the full amount of such Taxes levied in respect of the payments of such BorrowerCovered Taxes, and such additional amounts as may be necessary so that every payment of all amounts due from such Borrower under this 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 hereinherein or in such Note. If any amounts are payable in respect of Covered Taxes pursuant to the preceding sentence, then each Obligor agrees, notwithstanding the applicable Borrower agrees definition of Excluded Taxes, to reimburse on a joint and several basis each BankLender, upon the written request of such BankLender, (i) for taxes Taxes imposed on or measured by the net income or net profits of such Bank Lender pursuant to the laws of the jurisdiction in which such Bank Lender is organized or in which the principal office or applicable lending office Applicable Lending Office of such Bank 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 respect of Covered Taxes pursuant to this Section (including pursuant to this sentence) and (ii) for any withholding of taxes Taxes as such Bank Lender shall determine are payable by, or withheld from, such Bank Lender in respect of such amounts so paid in respect of Covered Taxes to or on behalf of such Bank Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Bank Lender pursuant to this sentence. Each Borrower Obligor will furnish to the Administrative Agent, Agent within 45 days after the date the payment of any Covered Taxes is due pursuant to applicable law, law certified copies of tax receipts or other documentation reasonably satisfactory to such Lender evidencing such payment by such BorrowerObligor. Each Borrower agrees The Obligors agree to jointly and severally indemnify and hold harmless each BankLender, and reimburse each Bank such Lender upon its written request, for the amount of any Covered Taxes so levied or imposed and paid by such Bank in Lender and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect of payments made, or required to be made, by such Borrowerthereto.

Net Payments. (a) All payments made by the Borrowers hereunder will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(b), all such payments will Borrower under 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 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 sentence, taxes imposed on delivered or measured by the net income performed its obligations or profits of received a 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 Bank is located or any subdivision thereof or thereinpayment under, or enforced, this Agreement). If any interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, charges, fees, assessments deductions or other charges being referred to collectively as withholdings ("Non-Excluded Taxes"). If ) are required to be ------------------ withheld from any Taxes are amounts payable to the Lender hereunder, the amounts so levied or imposed, each Borrower agrees payable to pay the full amount of such Taxes levied in respect of Lender shall be increased to the payments of such Borrower, and such additional amounts as may be extent necessary so that every to yield to the Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts due from such Borrower under payable hereunder at the rates or in the amounts specified in this Agreement. Whenever any Non-Excluded Taxes are payable by the Borrower, after withholding or deduction for or on account as promptly as possible thereafter the Borrower shall send to the Lender a certified copy of any Taxes, will not be less than an original official receipt received by the amount provided for hereinBorrower showing payment thereof. If the Borrower fails to pay any amounts are payable in respect of Non-Excluded Taxes pursuant when due to the preceding sentenceappropriate taxing authority or fails to remit to the Lender the required receipts or other required documentary evidence, then the applicable Borrower agrees to reimburse each Bankshall indemnify the Lender for any incremental taxes, upon the written request of such Bankinterest, for taxes imposed on costs or measured penalties that may become payable by the net income or profits of such Bank pursuant to the laws of the jurisdiction in which such Bank is organized or in which the principal office or applicable lending office of such Bank is located or under the laws of any political subdivision or taxing authority Lender as a result of any such jurisdiction failure. The agreements in this Section 3.3(a) shall survive the termination of this Agreement and for any withholding of taxes 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. 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 such Borrower. Each Borrower agrees to indemnify the Loans and hold harmless each Bank, and reimburse each Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank in respect of payments made, or required to be made, by such Borrowerall other amounts payable hereunder.

Net Payments. (a) All payments made by any Credit Party hereunder (including any payments made by the Borrowers hereunder Guarantor pursuant to Section 10) or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(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 subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes any tax imposed on or measured by the net income (or profits any franchise tax based on the net income) of a Bank 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 Bank Lender is located or any subdivision thereof or therein, or any ) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxescollectively, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "“Taxes"”). If any Taxes are so levied or imposed, each Borrower Credit Party jointly and severally agrees to pay the full amount of such Taxes levied in respect of the payments of such BorrowerTaxes, and such additional amounts as may be necessary so that every payment of all amounts due from such Borrower under this AgreementAgreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for hereinherein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable Borrower agrees each Credit Party shall jointly and severally be obligated to reimburse each BankLender, upon the written request of such BankLender, for taxes imposed on or measured by the net income (or profits any franchise tax based on the net income) of such Bank Lender pursuant to the laws of the jurisdiction in which such Bank Lender is organized or in which the principal office or applicable lending office of such Bank 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 Bank Lender shall determine are payable by, or are withheld from, such Bank Lender in respect of such amounts so paid to or on behalf of such Bank Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Bank Lender pursuant to this sentence. Each Borrower Credit Party 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 such BorrowerCredit Party. Each Borrower Credit Party jointly and severally agrees to indemnify and hold harmless each BankLender, and reimburse each Bank such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank in respect of payments made, or required to be made, by such BorrowerLender.

Net Payments. (a) All payments made by the Borrowers Borrower hereunder or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(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 subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes any tax imposed on or measured by the net income or net profits of a Bank 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 Bank Lender is located or any subdivision thereof or therein, or any ) and all interest, penalties or similar liabilities with respect thereto to such non excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded nonexcluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, each the Borrower agrees agrees, subject to Section 1.14, to pay the full amount of such Taxes levied in respect of the payments of such BorrowerTaxes, and such additional amounts as may be necessary so that every payment of all amounts due from such Borrower under this AgreementAgreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for hereinherein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable Borrower agrees agrees, subject to Section 1.14, to reimburse each BankLender, upon the written request of such BankLender, for taxes imposed on or measured by the net income or net profits of such Bank Lender pursuant to the laws of the jurisdiction in which such Bank Lender is organized or in which the principal office or applicable lending office of such Bank 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 Bank Lender shall determine are payable by, or withheld from, such Bank Lender in respect of such amounts so paid to or on behalf of such Bank Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Bank Lender pursuant to this sentence. Each The 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 such the Borrower. Each The Borrower agrees to indemnify and hold harmless each BankLender, and reimburse each Bank such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank in respect of payments made, or required to be made, by such BorrowerLender.

Net Payments. (a) All payments made by the Borrowers each Borrower hereunder or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(bSections 4.04(b), (c) and (d), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes any tax imposed on or measured by the net income or net profits of a Bank 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 Bank Lender is located or any subdivision thereof or therein, or any ) and all interest, penalties or similar liabilities with respect thereto to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively collectively, as "Taxes"). If any Taxes are so levied or imposed, each the relevant Borrower agrees to pay the full amount of such Taxes levied in respect of the payments of such BorrowerTaxes, and such additional amounts as may be necessary so that every payment of all amounts due from such Borrower under this AgreementAgreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for hereinherein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable relevant Borrower agrees to reimburse each BankLender, upon the written request of such BankLender, for taxes imposed on or measured by the net income or net profits of such Bank Lender pursuant to the laws of the jurisdiction in which such Bank Lender is organized or in which the principal office or applicable lending office of such Bank 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 Bank Lender shall determine are payable by, or withheld from, such Bank Lender, in respect of such amounts so paid to or on behalf of such Bank Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Bank Lender pursuant to this sentence. 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 such the Borrower. Each Borrower agrees to indemnify and hold harmless each BankLender, and reimburse each Bank such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank in respect of payments made, or required to be made, by such BorrowerLender.

Net Payments. (a) All Except as otherwise required by law, all payments made by the Borrowers hereunder will be made without setoff, counterclaim Borrower to any Lender or other defense. Except as provided in Section 3.04(b), all such payments will the Administrative Agent under this Agreement and/or any Loan Document shall be made free and clear of, and without deduction reduction for or withholding foron account of, any present 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, levied, collected, withheld or assessed by any Governmental Authority, excluding income and franchise taxes imposed by any jurisdiction in which such Lender's principal or by lending office is located or in which such Lender is engaged in a trade or business or any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes imposed on or measured by the net income or profits of a 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 Bank is located or any subdivision thereof or therein, or any interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges taxes being referred to collectively as called "Taxes"). If any Taxes are required to be withheld from any amounts payable to the Administrative Agent or any Lender under this Agreement and/or any Loan Document, the Borrower shall timely remit such taxes to the Governmental Authority imposing the same and the amounts so levied or imposed, each Borrower agrees payable to pay such Lender shall be increased to the full amount of extent necessary to yield to such Taxes levied in respect of the payments of such Borrower, and such additional amounts as may be necessary so that every Lender (after payment of all Taxes) interest or any such other amounts due from such Borrower under payable at the rates or in the amounts specified in this Agreement, after withholding or deduction for or on account of Agreement and/or any Taxes, will not be less than the amount provided for hereinLoan Document. If Whenever any amounts are Tax is payable in respect of Taxes pursuant to the preceding sentence, then the applicable Borrower agrees to 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 pursuant to Borrower, as promptly as possible thereafter, the laws of the jurisdiction in which such Bank is organized or 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 and for any withholding of taxes such Bank Borrower 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. Each Borrower will furnish send to the Administrative Agent, for its own account or the account of such Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof. Without prejudice to the foregoing, if any Lender or the Administrative Agent is required to make any payment on account of Taxes, the Borrower will, upon notification by the Lender or the Administrative Agent, promptly indemnify such Person against such Taxes. For purposes of this Section 2.12, the term "Taxes" includes interest, penalties and expenses payable or incurred in connection therewith. A certificate as to any additional amounts (showing in reasonable detail the calculation thereof, or, alternatively, including a copy of the notice from the taxing jurisdiction notifying the Lender of its liability for Taxes) payable to a Lender under this Section 2.12 submitted to the Borrower by such Lender shall, absent manifest error, be final, conclusive and binding for all purposes upon all parties hereto. The Lender shall submit such certification or otherwise provide written notice to the Borrower within 45 days a reasonable period of time after the date the payment becoming aware of any Taxes for which it is due pursuant entitled to applicable law, certified copies payments of tax receipts evidencing such payment by such Borrower. Each Borrower agrees to indemnify and hold harmless each Bank, and reimburse each Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank in respect of payments made, or required to be made, by such Borroweradditional amounts under this Section 2.12.

Net Payments. (a) All payments made by the Borrowers Borrower hereunder ------------ or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(bSections 4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, in the case of each Bank, except as provided in the second succeeding sentence, taxes any tax, including any income, branch profits, franchise or similar tax, which in each case is imposed on or measured by the net income income, net profits or profits capital of a such Bank pursuant to the laws of the jurisdiction in which it such Bank is organized or the jurisdiction in which the principal office or applicable lending office of such Bank is located or any political subdivision or taxing authority thereof or therein, or any ) and all interest, penalties or similar liabilities with respect thereto to such 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"). If any Taxes are so levied or imposed, each the Borrower agrees to pay the full amount of such Taxes levied in respect of the payments of such BorrowerTaxes, and such additional amounts as may be necessary so that every payment of all amounts due from such by the Borrower under this AgreementAgreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for hereinherein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentencesentence (any such amounts, then the applicable "Gross-Up Amount"), the Borrower agrees to 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 pursuant to the laws of the jurisdiction in which such Bank is organized or in which the principal office or applicable lending office of such Bank is located or under the laws amount, if any, of any political subdivision or taxing authority of any such jurisdiction and for any withholding of taxes such Bank shall determine are payable byincurred by such Bank (taking into account in calculating such net amount any allowable credit, deduction or other benefit available as a result of, or withheld fromwith respect to, the payment by the Borrower to such Bank in respect of such amounts so (i) the Gross-Up Amount or (ii) any amount paid to or on behalf of such Bank pursuant to this sentence) that would not have been incurred in the preceding sentence and in respect absence of the payment by the Borrower of (i) the Gross-Up Amount or (ii) any amounts amount paid to or on behalf of such Bank pursuant to this sentence. Each The 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 such the Borrower. Each The Borrower agrees to indemnify and hold harmless each Bank, and reimburse each such Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank in respect of any payments made, by or required to be made, by such on behalf of the Borrower.

Net Payments. (a) All payments made by the Borrowers any Borrower hereunder or ------------ under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(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 subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second immediately succeeding sentence, taxes any tax imposed on or measured by the net income or profits of a Bank 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 Bank is located or any subdivision thereof or therein, or any ) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, impostsimports, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, each Borrower agrees to pay the full amount of such Taxes 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, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable such Borrower agrees to 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 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 such Bank is organized or 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, then such Borrower 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. 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 such Borrower. Each Borrower agrees to shall indemnify and hold harmless each Bank, and reimburse each such Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank in respect of payments made, or required to be made, by such BorrowerBank.

Net Payments. (a) All payments made by the Borrowers any Borrower hereunder or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(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 subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes any tax imposed on or measured by the net income or profits or franchise taxes based on net income of a Bank 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 Bank Lender is located or any subdivision thereof or therein, or any ) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, each the respective Borrower agrees to pay the full amount of such Taxes levied in respect of the payments of such BorrowerTaxes, and such additional amounts as may be necessary so that every payment of all amounts due from such Borrower under this AgreementAgreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for hereinherein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable respective Borrower agrees to reimburse each BankLender, upon the written request of such BankLender, for the net additional amount of taxes imposed on or measured by the net income or profits of such Bank Lender (after taking into account the amount of any credits realized by such Lender) pursuant to the laws of the jurisdiction in which such Bank is organized or in which the principal office or applicable lending office of such Bank Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Bank Lender shall determine are payable by, or withheld from, such Bank Lender in respect of such amounts so paid to or on behalf of such Bank Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Bank Lender pursuant to this sentence. Each The respective 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 such the respective Borrower. Each Borrower agrees to indemnify and hold harmless each BankLender, and reimburse each Bank such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank in respect of payments made, or required to be made, by such BorrowerLender.

Net Payments. (a) All payments made by the Borrowers Borrower hereunder and under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(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 subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes any tax imposed on or measured by the net income or net profits (or franchise taxes imposed in lieu thereof) of an Agent or a Bank 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 Bank Lender is located or any subdivision thereof or therein, or any ) and all interest, penalties or similar liabilities with respect thereto to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "“Taxes"”). If Except as provided in Section 4.04(b), if any Taxes are so levied or imposed, each the Borrower agrees to pay the full amount of such Taxes levied in respect of to the payments of such Borrowerrelevant taxing authority, and such additional amounts as may be necessary so that every payment of all amounts due from such Borrower under this AgreementAgreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for hereinherein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable Borrower agrees to reimburse each BankLender, upon the written request of such BankLender, for taxes imposed on or measured by the net income or net profits (or franchise taxes imposed in lieu thereof) of such Bank Lender pursuant to the laws of the jurisdiction in which such Bank Lender is organized or in which the principal office or applicable lending office of such Bank 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 Bank Lender shall determine are payable by, or withheld from, such Bank Lender, in respect of such amounts so paid to or on behalf of such Bank Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Bank Lender pursuant to this sentence. Each The 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 such the Borrower. Each The Borrower agrees to indemnify and hold harmless each BankLender, and reimburse each Bank such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank in respect of payments made, or required to be made, by such BorrowerLender.

Net Payments. (a) All payments to be made by the Borrowers hereunder will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(b), all such payments will Company under the Loan Documents shall be made free and clear of, and without deduction of, or withholding for, or on account of, any Tax of any nature whatsoever. If any Taxes are required to be withheld from any amounts payable to the Bank hereunder or under the Note, the amounts so payable to the Bank shall be increased to the extent necessary to yield to, or leave in the hands of, the Bank (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement or any other Loan Document. For the purposes of this clause 17.9, “Taxes” shall mean all present or future taxes (other than net income taxes and franchise taxes (imposed in lieu of net income taxes, levies, imposts, duties, fees, assessments ) imposed on the Bank as a result of a present or other charges former connection between the Bank and the jurisdiction of whatever nature now the Governmental Body imposing such tax or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Bank having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Loan Document)) or capital duties, imposts, levies, fees and charges, deductions or withholdings of any kind now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Body. Whenever any Taxes are payable by the Company, as promptly as possible thereafter the Company shall send to the Bank for its own account, a certified copy of an original official receipt received by the Company showing payment thereof. If the Company fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Bank the required receipts or other required documentary evidence, the Company shall indemnify the Bank for such Taxes and any incremental taxes, interest or penalties that may become payable by the Bank as a result of any such failure. Notwithstanding the above or anything to the contrary in this Agreement, if the Bank assigns or participates any rights to a Non-U.S. Bank Transferee or a Special Participant and there is a requirement to withhold Taxes arising out of or in connection with that Non-U.S. Bank’s or Special Participant’s assignment or participation in the Credit or the making or maintaining by such Non-U.S. Bank or Special Participant of any Advance hereunder, the Company shall not be required to increase the amount of interest or any other charge payable under this Agreement or any other Loan Document to off-set the withheld Taxes. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, and notwithstanding any changes in Applicable Law, from time to time, the Company and the Bank acknowledge and agree that the Bank shall satisfy, on behalf of the Company and the Bank, any requirement to withhold federal Taxes under the Code (and duly record such withholding) with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes imposed on or measured made by the net income Company to the Bank arising out of, resulting from or profits otherwise in connection with any participation by BLL or any other member of a the Bank Leumi Group (other than, for the avoidance of doubt, the Bank itself) in any Advance or any other portion of the Credit, and accordingly, the Company is not required to, and agrees not to, withhold any federal Taxes with respect to any such payments, and the Bank agrees that the Company is not directly or indirectly responsible for any so-called gross-up of interest pursuant to this clause 17.9 or otherwise; provided, however, if, due to any change in Applicable Law the laws Bank is no longer able to perform such withholding function, then the Company shall be required to do so, but to avoid all doubt, such requirement shall not impose, and shall not be [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. deemed or construed to impose, any obligation or liability on the part of the jurisdiction in which it is organized Company to directly or indirectly gross-up the jurisdiction in which the principal office or applicable lending office of such Bank is located interest payments or any subdivision thereof or therein, other charge payable under this Agreement or any interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred Loan Document except and to collectively as "Taxes")the extent specifically provided for in this clause 17.9. If any Taxes are so levied or imposed, each Borrower agrees All payments to pay be made by the full amount of such Taxes levied in respect of Company under the payments of such BorrowerLoan Documents shall be calculated and made free and clear of, and such additional amounts as may be necessary so that every payment of all amounts due from such Borrower under this Agreementwithout any deduction for, after withholding or deduction for or on account of of, any Taxes, will not be less than the amount provided for herein. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable Borrower agrees to reimburse each Bank, upon the written request of such Bank, for taxes imposed on set-off or measured by the net income or profits of such Bank pursuant to the laws of the jurisdiction in which such Bank is organized or in which the principal office or applicable lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction and for any withholding of taxes 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. 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 such Borrower. Each Borrower agrees to indemnify and hold harmless each Bank, and reimburse each Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank in respect of payments made, or required to be made, by such Borrowercounterclaim.

Net Payments. (a) All payments made by the Borrowers each Borrower hereunder or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(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 subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes any tax imposed on or measured by the net income or profits or franchise taxes based on net income of a 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 Bank is located or any subdivision thereof or therein, or any ) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, each the respective Borrower agrees to pay the full amount of such Taxes levied in respect of the payments of such BorrowerTaxes, and such additional amounts as may be necessary so that every payment of all amounts due from such Borrower under this AgreementAgreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for hereinherein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable respective Borrower agrees to 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 pursuant to the laws of the jurisdiction in which such Bank is organized or in which the principal office or applicable lending office of such 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 taxes 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. Each If any Borrower pays any additional amount under this Section 4.04 to a Bank and such Bank 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 Bank shall pay to such Borrower an amount that the Bank shall, in its sole discretion, determine is equal to the net benefit, after tax, which was obtained by the Bank in such year as a consequence of such refund, reduction or credit. The respective 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 such the respective Borrower. Each Borrower agrees to indemnify and hold harmless each Bank, and reimburse each such Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank in respect of payments made, or required to be made, by such BorrowerBank.

Net Payments. (a) All payments made by the Borrowers Borrower hereunder or under any Pagare will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(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 subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second third succeeding sentence, taxes any tax imposed on or measured by the net income or net profits of a Bank 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 such Lender maintains a place of such Bank is located business or any subdivision thereof or therein, or any ) and all interest, penalties addition thereto or similar liabilities with respect thereto to such 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, each Borrower agrees to pay the full amount of such Taxes levied in respect of the payments of such Borroweror Other Taxes, and such additional amounts as may be necessary so that every payment of all amounts due from such Borrower under this AgreementAgreement or under any Pagare, after withholding or deduction for or on account of any Taxex xx Xther Taxes, will not be less than the amount provided for hereinherein or in such Pagare. If any amounts are payable in respect of Taxes pursuant or Other Taxex xxxxuant to the preceding sentenceforegoing, then the applicable Borrower agrees to reimburse such amounts to each BankLender, upon the written request of such BankLender, for taxes such Taxes or Other Taxes as are imposed on or measured by the net income or net profits of such Bank Lender pursuant to the laws of the jurisdiction in which such Bank is organized or in which the principal office or applicable lending office of such Bank Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction and for any withholding of taxes 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. 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 such Borrower. Each Borrower agrees to indemnify and hold harmless each Bank, and reimburse each Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank in respect of payments made, or required to be made, by such Borrower.jurisdiction

Net Payments. (a) All payments made by the Borrowers Borrower hereunder or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes any tax imposed on or measured by the net income or net profits of a Bank Bank, or franchise taxes imposed on it, 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 Bank is located or any subdivision thereof or therein, or any ) and all interest, penalties or similar liabilities with respect thereto to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, each the Borrower agrees to pay the full amount of such Taxes levied in respect of the payments of such BorrowerTaxes, and such additional amounts as may be necessary so that every payment of all amounts due from such Borrower under this AgreementAgreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for hereinherein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable Borrower agrees to reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income or net profits of such Bank Bank, and franchise taxes imposed on such Bank, pursuant to the laws of the jurisdiction in which such Bank is organized or in which the principal office or applicable lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Bank is organized or in which the principal office or applicable lending office of such Bank is located and for any withholding of taxes as such Bank shall determine are payable by, or withheld from, such Bank 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. Each The 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 such the Borrower. Each The Borrower agrees to indemnify and hold harmless each Bank, and reimburse each such Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank in respect of payments made, or required to be made, by such BorrowerBank.

Net Payments. (a) All payments made by the Borrowers any Credit Party hereunder or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(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 subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes any tax imposed on or measured by the net income or net profits of a Bank 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 Bank Lender is located or any subdivision thereof or therein, or any ) and all interest, penalties or similar liabilities with respect thereto to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If Except as provided in Section 4.04(b), if any Taxes are so levied or imposed, each the Borrower agrees to pay the full amount of such Taxes levied in respect of the payments of such BorrowerTaxes, and such additional amounts as may be necessary so that every payment of all amounts due from such Borrower under this AgreementAgreement or under any Note, after withholding or deduction for or on account of any -24- Taxes, will not be less than the amount provided for hereinherein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable Borrower agrees to reimburse each BankLender, upon the written request of such BankLender, for taxes imposed on or measured by the net income or net profits of such Bank Lender pursuant to the laws of the jurisdiction in which such Bank Lender is organized or in which the principal office or applicable lending office of such Bank 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 Bank Lender shall determine are payable by, or withheld from, such Bank Lender, in respect of such amounts so paid to or on behalf of such Bank Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Bank Lender pursuant to this sentence. Each The 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 such the Borrower. Each The Borrower agrees to indemnify and hold harmless each BankLender, and reimburse each Bank such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank in respect of payments made, or required to be made, by such BorrowerLender.

Net Payments. (a) All payments made by the Borrowers Borrower hereunder or ------------ under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(b), all All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, value-added taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentencebelow, taxes any tax imposed on or measured by the net income or profits of a Bank the Lender 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 Bank the Lender is located or any subdivision thereof or therein, or any located) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxescollectively, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the Borrower shall also reimburse the Lender, upon the written request of the Lender, for all value-added and other taxes imposed on or measured by the net income of the Lender pursuant to the laws of the jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the principal office or lending office of the Lender is located as the Lender shall determine are payable by the Lender in respect of amounts paid to or on behalf of the Lender pursuant to the preceding sentence. If any Taxes are so levied or imposed, each the Borrower agrees to pay the full amount of such Taxes 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 hereunder or under this Agreementthe Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable Borrower agrees to 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 pursuant to the laws of the jurisdiction in which such Bank is organized herein or 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 and for any withholding of taxes 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 sentenceNote. Each 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, law certified copies of tax receipts evidencing such payment by such the Borrower. Each The Borrower agrees to will indemnify and hold harmless each Bankthe Lender, and reimburse each Bank the Lender upon its written request, for the amount of any Taxes so or other taxes described above which are levied or imposed on and paid by such Bank in respect of payments made, or required to be made, by such BorrowerLender.

Net Payments. (a) All payments made by the Borrowers Borrower hereunder or under any Note will be made without setoff, deduction, counterclaim or other defense. Except as provided in Section 3.04(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 subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes any tax imposed on or measured by the net income or net profits of a Bank 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 Bank Lender is located or any subdivision thereof or therein, or any ) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "“Taxes"”). If any Taxes are so levied or imposed, each the Borrower agrees to pay the full amount of such Taxes levied in respect of the payments of such BorrowerTaxes, and such additional amounts as may be necessary so that every payment of all amounts due from such Borrower under this AgreementAgreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for hereinherein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable Borrower agrees to reimburse each BankLender, upon the written request of such BankLender, for any additional amount of taxes imposed on or measured by the net income or net profits of such Bank Lender pursuant to the laws of the jurisdiction in which such Bank Lender is organized or in which the principal office or applicable lending office of such Bank 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 Bank Lender shall determine are payable by, or withheld from, such Bank Lender in respect of such amounts so paid to or on behalf of such Bank Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Bank Lender pursuant to this sentence. Each The Borrower will furnish to the Administrative Agent, Agent and the applicable Lender within 45 days after the date the payment of any Taxes is due pursuant to applicable law, law certified copies of official tax receipts evidencing such payment by such the Borrower. Each The Borrower agrees to indemnify and hold harmless each BankLender, and reimburse each Bank such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank in respect of payments made, or required to be made, by such BorrowerLender.

Net Payments. (a) All payments made by the Borrowers Borrower hereunder or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(b2.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes any tax imposed on or measured by the net income or profits of a Bank Lender pursuant to the laws of the jurisdiction or any political subdivision or taxing authority thereof or therein in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Bank Lender is located or any subdivision thereof or therein, or any located) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxescollectively, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, each the Borrower agrees to pay the full amount of such Taxes levied in respect of the payments of such BorrowerTaxes, and such additional amounts as may be necessary so that every payment of all amounts due from such Borrower hereunder or under this Agreementany Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for hereinherein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable Borrower agrees shall be obligated to reimburse each BankLender, upon the written request of such BankLender, for taxes imposed on or measured by the net income or profits of such Bank Lender pursuant to the laws of the jurisdiction or any political subdivision or taxing authority thereof or therein in which such Bank it is organized or the jurisdiction in which the principal office or applicable lending office of such Bank Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction and for any withholding of taxes as such Bank Lender shall determine are payable by, by or withheld from, from such Bank Lender in respect of such amounts so paid to or on behalf of such Bank Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Bank Lender pursuant to this sentence. Each The Borrower will furnish to the Administrative Agent, each Lender within 45 days after the date of the payment of any Taxes is due pursuant to applicable law, law certified copies of tax receipts evidencing such payment by such the Borrower. Each The Borrower agrees to indemnify and hold harmless each BankLender, and reimburse each Bank such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank in respect of payments made, or required to be made, by such BorrowerLender.

Net Payments. (a) All payments made by the Borrowers Guarantor hereunder ------------ will be made without setoffset-off, counterclaim or other defense. Except as provided in Section 3.04(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 subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes any tax imposed on or measured by the net income or net profits of a Bank 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 Bank Guaranteed Creditor is located or any subdivision thereof or therein, or any ) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, each Borrower the Guarantor agrees to pay the full amount of such Taxes levied in respect of the payments of such BorrowerTaxes, and such additional amounts as may be necessary so that every payment of all amounts due from such Borrower under this AgreementGuaranty, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable Borrower Guarantor agrees to reimburse each BankGuaranteed Creditor, upon the written request of such BankGuaranteed Creditor, for taxes Taxes imposed on or measured by the net income or net profits of such Bank Guaranteed Creditor pursuant to the laws of the jurisdiction in which such Bank is organized or in which the principal office or applicable lending office of such Bank Guaranteed Creditor 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 Guaranteed Creditor is located and for any withholding of taxes Taxes as such Bank Guaranteed Creditor shall determine are payable by, or withheld from, such Bank Guaranteed Creditor in respect of such amounts so paid to or on behalf of such Bank Guaranteed Creditor pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Bank Guaranteed Creditor pursuant to this sentence. Each Borrower The Guarantor will furnish to the Administrative Agent, Agent within 45 30 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 such BorrowerGuarantor. Each Borrower The Guarantor agrees to indemnify and hold harmless each BankGuaranteed Creditor, and reimburse each Bank such Guaranteed Creditor upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank in respect of payments made, or required to be made, by such BorrowerGuaranteed Creditor.

Net Payments. (a) All payments made by the Borrowers hereunder or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(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 subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes any tax imposed on or measured by the net income or net profits of a Bank 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 Bank Lender is located or any subdivision thereof or therein, or any ) and all interest, penalties or similar liabilities with respect thereto (all such non-–excluded taxes, levies, impostsimports, duties, fees, assessments or other charges being referred to collectively as "“Taxes"”). If any Taxes are so levied or imposed, each Borrower agrees the Borrowers jointly and severally agree to pay the full amount of such Taxes levied in respect of the payments of such BorrowerTaxes, and such additional amounts as may be necessary so that every payment of all amounts due from such Borrower under this AgreementAgreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for hereinherein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable Borrower agrees Borrowers agree to reimburse each BankLender, upon the written request of such BankLender, for taxes imposed on or measured by the net income or net profits of such Bank Lender pursuant to the laws of the jurisdiction in which such Bank Lender is organized or in which the principal office or applicable lending office of such Bank 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 Bank Lender shall determine are payable by, or withheld from, such Bank Lender in respect of such amounts so paid to or on behalf of such Bank Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Bank Lender pursuant to this sentence. Each Borrower The Borrowers 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 such Borrowerthe Borrowers. Each Borrower agrees The Borrowers jointly and severally agree to indemnify and hold harmless each BankLender, and reimburse each Bank such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank in respect of payments made, or required to be made, by such BorrowerLender.

Net Payments. (a) All Any and all payments made by Borrower hereunder or under ------------ the Borrowers hereunder will Notes shall be made without setoffmade, counterclaim or other defense. Except as provided in accordance with Section 3.04(b)2.12, all such payments will be made free and clear of, of and without deduction or withholding for, for any and all present or future taxes, levies, imposts, dutiesdeductions, feescharges or withholdings, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein and all liabilities with respect to such payments (but thereto, excluding, except as provided in the second succeeding sentencecase of each Lender, LC Bank and each --------- Agent, taxes imposed on or measured its net income, and franchise taxes imposed on it, by the net income or profits of a Bank pursuant to jurisdiction under the laws of which such Lender, LC Bank or such Agent (as the jurisdiction in which it case may be) is organized or any municipal subdivision thereof and, in the case of each Lender, taxes imposed on its net income, and franchise taxes imposed on it, by the jurisdiction in which the principal office or applicable lending office of such Bank is located Lender's Applicable Lending Office or any political subdivision thereof or therein, or any interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, dutiesdeductions, feescharges, assessments or other charges withholdings and liabilities being hereinafter referred to collectively as "Taxes"). If Borrower shall ----- be required by law to deduct any Taxes are so levied from or imposed, each Borrower agrees to pay the full amount of such Taxes levied in respect of any sum payable hereunder or under any Note to any Lender or either of the payments of such BorrowerAgents, and such additional amounts (i) the sum payable shall be increased as may be necessary so that every payment after making all required deductions (including deductions applicable to additional sums payable under this Section 2.14) such Lender, LC Bank or such Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; (ii) Borrower shall make such deductions; and (iii) Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law; provided, however, that if -------- ------- such Lender subsequently recoups all or any part of all such deducted amount from the relevant taxation authority or other authority and such Lender is reasonably able to identify such recoupment as relating to amounts due from such Borrower paid under this Agreement, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable Borrower agrees to 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 pursuant to the laws of the jurisdiction in which such Bank is organized or in which the principal office or applicable lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction and for any withholding of taxes such Bank Lender 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. 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 such Borrower. Each Borrower agrees to indemnify and hold harmless each Bank, and reimburse each Bank upon its written request, for remit the amount of any Taxes so levied or imposed and paid by such Bank in respect of payments made, or required the recoupment to be made, by such BorrowerBorrower within five Business Days after it receives the recoupment.

Net Payments. (a) All payments made by the Borrowers hereunder will Borrower hereunder, under any Note or any other Loan Document shall be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(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 subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any (A) franchise tax (imposed in lieu of net income taxes) and taxes imposed on or measured by the net income or profits of a Bank Lender pursuant to (i) 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 the Domestic Lending Office of such Bank Lender is located or any subdivision thereof or thereintherein or (ii) the laws of any jurisdiction as a result of a present or former connection between such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Lender’s having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement, any Note or any other Loan Document) and (B) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction described in clause (A) above (all such taxes described in this parenthetical, as modified by the proviso at the end of the succeeding sentence, being referred to collectively as “Excluded Taxes”)), any withholding tax that is imposed to the extent that the requirements for a waiver of withholding under FATCA are not met and all interest, penalties or similar liabilities with respect thereto to such non-Excluded Taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded taxesExcluded Taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "“Taxes"”). If any Taxes are so levied or imposed, each the applicable Borrower agrees to pay the full amount of such Taxes levied in respect of the payments of such Borrower, and such additional amounts as may be necessary so that every payment by it of all amounts due from such Borrower hereunder, under this Agreementany Note or under any other Loan Document, after withholding or deduction for or on account of any Taxes, Taxes will not be less than the amount provided for hereinherein or in such Note or in such other Loan Document; provided, however, that to the extent that any such payment, on the date that such payment falls due, could have been made without any such deduction or withholding if such payment were made to a Qualifying Lender, but the Lender to which such payment is made has ceased to be a Qualifying Lender other than as a result of any Change in Law, then the Borrower shall not be required to pay such additional amounts attributable to such Lender’s failure to be a Qualifying Lender. Each Qualifying Lender whose qualifying status is based upon a double tax treaty, or a relevant tax law in a jurisdiction of the Borrower, shall timely cooperate in completing any procedural formalities (including, without limitation, the completion and provision of the Internal Revenue Service Forms, the Withholding Certificate and an Exemption Certificate (if applicable) as described in Section 3.03(b)) necessary to obtain such Qualifying Lender status and shall promptly inform the Borrower and the Agent of any change affecting its Qualifying Lender status. If any amounts are payable in respect of Taxes pursuant to the sentence before the preceding sentence, then the applicable Borrower agrees to reimburse each BankLender, upon the within 15 Business Days of a written request of such Bank, Lender for taxes imposed on or measured by the net income or profits of such Bank Lender by reason of the payment of such Taxes and net of any tax benefits received by such Lender pursuant to the laws of the jurisdiction in which such Bank Lender is organized or in which the principal office or applicable lending office Domestic Lending Office of such Bank Lender is located located, as the case may be, or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office or the Domestic Lending Office of such Lender is located, as the case may be, and for any withholding of taxes measured by net income imposed by any relevant jurisdiction of the Borrower, the United States of America as such Bank Lender shall determine are payable by, or withheld from, such Bank Lender in respect of such amounts so paid to or on behalf of such Bank Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Bank 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. Each The Borrower will furnish to the Administrative Agent, 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, law certified copies of tax receipts receipts, or other evidence satisfactory to the respective Lender, evidencing such payment by such the Borrower. Each The Borrower agrees to will indemnify and hold harmless the Agent and each BankLender, and reimburse each Bank the Agent or such Lender upon its written request, for the amount of any Taxes attributable to the Borrower so levied or imposed and paid or withheld by such Bank in respect of payments made, or required to be made, by such BorrowerLender.

Net Payments. (a) All payments made by the Borrowers Borrower hereunder ------------ will be made without setoffsetoff or counterclaim. The Borrower will pay, counterclaim or other defense. Except as provided in Section 3.04(b)prior to the date on which penalties attach thereto, all such payments will be made free present and clear offuture income, stamp and without deduction or withholding for, any present or future other taxes, levies, impostsor costs and charges whatsoever imposed, dutiesassessed, feeslevied or collected on or in respect of a Loan and/or the recording, assessments registration, notarization or other formalization thereof and/or any payments of principal, interest or other amounts made on or in respect of a Loan (all such taxes, levies, costs and charges being herein collectively called "Taxes"; provided that Taxes shall not include taxes imposed on or measured by the -------- overall net income of whatever nature now that Bank (or hereafter any alternative tax imposed generally by any relevant jurisdiction in lieu of a tax on net income) by the United States of America or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentencetherein, taxes imposed under Section 884 of the Code or taxes on or measured by the overall net income (or profits any alternative tax imposed generally by any relevant jurisdiction in lieu of a tax on net income) of that Bank pursuant to the laws or any foreign office, branch or subsidiary of the jurisdiction that Bank by any foreign country or subdivision thereof in which it that Bank or that office, branch or subsidiary is organized or the jurisdiction in which the principal office or applicable lending office of such Bank is located or any subdivision thereof or therein, or any interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"doing business). If any Taxes are so levied or imposed, each The Borrower agrees to shall also pay the full amount of such Taxes levied in respect of the payments of such Borrower, and such additional amounts as may be necessary so equal to increases in taxes payable by that every payment of all amounts due from such Borrower under this Agreement, after withholding or deduction for or on account of any Taxes, will not be less than Bank described in the amount provided for herein. If any amounts foregoing proviso which increases are payable in respect of Taxes pursuant attributable to the preceding sentence, then the applicable Borrower agrees to reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured payments made by the net income or profits Borrower described in the immediately preceding sentence of such Bank pursuant to this Section. Promptly after the laws of the jurisdiction in date on which such Bank is organized or 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 payment of any such jurisdiction and for any withholding of taxes 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. Each Borrower will furnish to the Administrative Agent, within 45 days after the date the payment of any Taxes Tax is due pursuant to applicable law, certified copies the Borrower will, at the request of tax receipts evidencing such payment by such Borrowerthat Bank, furnish to that Bank evidence, in form and substance satisfactory to that Bank, that the Borrower has met its obligation under this Section 3.04. Each The Borrower agrees to will indemnify and hold harmless each BankBank against, and reimburse each Bank upon its written requeston demand for, for the amount of any Taxes so levied or imposed and paid Taxes, as determined by such that Bank in respect of its good faith and reasonable discretion. Such Bank shall provide the Borrower with appropriate receipts for any payments made, or required reimbursements made by the Borrower pursuant to be made, by such Borrowerthis Section 3.04.

Net Payments. (a) All payments made by the Borrowers Borrower hereunder or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(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 subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes any tax imposed on or measured by the net income or profits of a 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 Bank is located or any subdivision thereof or therein, or any ) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded nonexcluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, each the Borrower agrees to pay the full amount of such Taxes levied in respect of the payments of such BorrowerTaxes, and such additional amounts as may be necessary so that every payment of all amounts due from such Borrower under this AgreementAgreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for hereinherein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable Borrower agrees to reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income or net profits of such Bank pursuant to the laws of the jurisdiction in which such Bank is organized or in which the principal office or applicable lending office of such 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 taxes 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. Each The 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 such the Borrower. Each The Borrower agrees to indemnify and hold harmless each Bank, and reimburse each such Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank in respect of payments made, or required to be made, by such BorrowerBank.

Net Payments. (a) All payments made by the Borrowers any Borrower hereunder ------------ or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(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 what ever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second immediately succeeding sentence, taxes any tax imposed on or measured by the net income or profits of a Bank 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 Bank is located or any subdivision sub division thereof or therein, or any ) and all interest, penalties or similar liabilities with respect thereto (all such non-non- excluded taxes, levies, impostsimports, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, each Borrower agrees to pay the full amount of such Taxes 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, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable such Borrower agrees to 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 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 such Bank is organized or in which the principal office or applicable lending office of such Bank is located or under the laws of any political subdivision sub division 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 with held 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, then such Borrower 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. 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 such Borrower. Each Borrower agrees to shall indemnify and hold harmless each Bank, and reimburse each such Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank in respect of payments made, or required to be made, by such BorrowerBank.

Net Payments. (a) All payments made by the Borrowers Borrower hereunder and/or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(b5.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes any tax imposed on or measured by the net income or net profits of a Bank 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 Bank Lender is located or any subdivision thereof or therein, or any ) and all interest, penalties or similar liabilities with respect thereto to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "TaxesTAXES"). If any Taxes are so levied or imposed, each the Borrower agrees to pay the full amount of such Taxes levied in respect of the payments of such BorrowerTaxes, and such additional amounts as may be necessary so that every payment of all amounts due from such Borrower under this AgreementAgreement 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 hereinherein or therein. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable Borrower agrees to reimburse each BankLender, upon the written request of such BankLender, for taxes imposed on or measured by the net income or net profits of such Bank Lender pursuant to the laws of the jurisdiction in which such Bank Lender is organized or in which the principal office or applicable lending office of such Bank 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 Bank Lender shall determine are payable by, or withheld from, such Bank Lender, in respect of such amounts so paid to or on behalf of such Bank Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Bank Lender pursuant to this sentence. Each The 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 such the Borrower. Each The Borrower agrees to indemnify and hold harmless each BankLender, and reimburse each Bank such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank in respect of payments made, or required to be made, by such BorrowerLender.

Net Payments. (a) All payments made by the Borrowers Borrower hereunder and under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(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 subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes any tax imposed on or measured by the net income income, net profits or profits capital or franchise taxes imposed in lieu thereof of a Bank Lender or, in the case of a Lender or Administrative Agent that is a flow-through entity for tax purposes, a member or a partner of such Lender or Administrative Agent, pursuant to the laws of the country or national jurisdiction (or any political subdivision thereof) in which it is organized or the country or national jurisdiction (or any political subdivision thereof) in which the principal office or applicable lending office of such Bank Lender is located or any subdivision thereof or therein, or any located) and all interest, penalties or similar liabilities with respect thereto to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "“Taxes"”). If any Taxes are so levied or imposedimposed on payments made by the Borrower hereunder and under any Note, each the Borrower agrees to pay the full amount of such Taxes levied to the appropriate taxing authority, and shall pay to the applicable Lender or, in respect the case of the payments a Lender or Administrative Agent that is a flow-through entity for tax purposes, a member or a partner of such BorrowerLender or Administrative Agent, and such additional amounts as may be necessary so that every payment of all amounts due from such Borrower under this AgreementAgreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for hereinherein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable Borrower agrees to reimburse each BankLender, upon the written request of such BankLender, for taxes imposed on or measured by the net income or net profits of such Bank Lender pursuant to the laws of the jurisdiction in which such Bank Lender is organized or in which the principal office or applicable lending office of such Bank 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 Bank Lender shall determine are payable by, or withheld from, such Bank Lender, in respect of such amounts so paid to or on behalf of such Bank Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Bank Lender pursuant to this sentence. Each The 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 or other evidence reasonably satisfactory to the Administrative Agent evidencing such payment by such Borrower. Each The Borrower agrees to indemnify and hold harmless each BankLender or, in the case of a Lender or Administrative Agent that is a flow-through entity for tax purposes, a member or a partner of such Lender or Administrative Agent, and reimburse each Bank such Lender or, in the case of a Lender or Administrative Agent that is a flow-through entity for tax purposes, a member or a partner of such Lender or Administrative Agent, upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank Lender or, in respect the case of payments madea Lender or Administrative Agent that is a flow-through entity for tax purposes, a member or required to be made, by a partner of such BorrowerLender or Administrative Agent.

Net Payments. (a) All payments made by the Borrowers each Borrower hereunder or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(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 subdivision or taxing authority thereof or therein with respect to such payments (but excluding, (A) except as provided in the second succeeding sentence, taxes any tax imposed on or measured by the net income or net profits of a Bank 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 Bank Lender is located or any subdivision thereof or therein, and (B) any United States federal withholding tax that would not have been imposed but for a failure by a Lender (or any financial institution through which any payment is made to such Lender) to comply with the applicable requirements of FATCA) and all interest, penalties or similar liabilities with respect thereto to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "“Taxes"”). If any Taxes are so levied or imposed, each the relevant Borrower agrees to pay the full amount of such Taxes levied in respect of the payments of such BorrowerTaxes, and such additional amounts as may be necessary so that every payment of all amounts due from such Borrower under this AgreementAgreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for hereinherein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable relevant Borrower agrees to reimburse each BankLender lending to such Borrower, upon the written request of such BankLender, for taxes imposed on or measured by the net income or net profits of such Bank Lender pursuant to the laws of the jurisdiction in which such Bank Lender is organized or in which the principal office or applicable lending office of such Bank 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 Bank Lender shall determine are payable by, or withheld from, such Bank Lender, in respect of such amounts so paid to or on behalf of such Bank Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Bank Lender pursuant to this sentence. 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 (or if it has been established to the satisfaction of the applicable taxing authority that it is impossible to furnish such receipts, such other evidence reasonably satisfactory to the Administrative Agent) evidencing such payment by such the Borrower. Each Borrower agrees to indemnify and hold harmless each BankLender, and reimburse each Bank such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank in respect of payments made, or required to be made, by such BorrowerLender.

Net Payments. (a) All payments made by the Borrowers Borrower hereunder or ------------ under any Revolving Note will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes any tax imposed on or measured by the net income or net profits of a 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 Bank is located or any subdivision thereof or therein, or any ) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, each the Borrower agrees to pay the full amount of such Taxes levied in respect of the payments of such BorrowerTaxes, and such additional amounts as may be necessary so that every payment of all amounts due from such Borrower under this AgreementAgreement 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 hereinherein or in such Revolving Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable Borrower agrees to reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income or net profits of such Bank pursuant to the laws of the jurisdiction in which such Bank is organized or in which the principal office or applicable lending office of such 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 taxes 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. Each The 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 such the Borrower. Each The Borrower agrees to indemnify and hold harmless each Bank, and reimburse each such Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank in respect of payments made, or required to be made, by such BorrowerBank.

Net Payments. (a) All payments made by the Borrowers hereunder will hereunder, under any Note or any other Credit Document, shall be made without setoff, counterclaim or other defense. Except as provided for in Section 3.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes any tax, imposed on or measured by the net income or net profits of a Bank 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 Bank Lender is located or any subdivision thereof or therein, or any ) and all interest, penalties or similar liabilities with respect thereto to such non-excluded taxes, levies imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, fees assessments or other charges being referred to collectively as "“Taxes"”). If any Taxes are so levied or imposed, each Borrower agrees the Borrowers agree to pay the full amount of such Taxes levied in respect of the payments of such Borrower, and such additional amounts as may be necessary so that every payment by it of all amounts due from such Borrower hereunder, under this Agreementany Note or under any other Credit Document, after withholding or deduction for or on account of any Taxes, Taxes will not be less than the amount provided for hereinherein 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 applicable Borrower agrees Borrowers agree to reimburse each BankLender, upon the written request of such Bank, Lender for taxes imposed on or measured by the net income or profits of such Bank Lender pursuant to the laws of the jurisdiction in which such Bank Lender is organized or in which the principal office or applicable lending office Applicable Lending Office of such Bank Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office or Applicable Lending Office of such Lender is located and for any withholding of income or similar taxes imposed by the United States of America as such Bank Lender shall determine are payable by, or withheld from, such Bank Lender in respect of such amounts so paid to or on behalf of such Bank Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Bank 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. Each Borrower The Borrowers will furnish to the Administrative Agent, and the Administrative Agent will furnish to the applicable Lender, 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, law certified copies of tax receipts receipts, or other evidence satisfactory to the Lender, evidencing such payment by such Borrowerthe Borrowers. Each Borrower agrees to The Borrowers will indemnify and hold harmless the Administrative Agent and each BankLender, and reimburse each Bank 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 Bank in respect of payments made, or required to be made, by such BorrowerLender.

Net Payments. (a) All payments made by the Borrowers hereunder ------------ or under any Note will be made without setoff, counterclaim or other defense. Except as provided for in Section 3.04(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 subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes any tax imposed on or measured by the net income (or profits any franchise tax) of a Bank 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 Bank Lender is located or any subdivision thereof or therein, or any located) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxescollectively, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, each Borrower agrees the Borrowers agree to pay the full amount of such Taxes 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 hereunder or under this Agreementany Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for hereinherein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable Borrower agrees to Borrowers shall also reimburse each BankLender, upon the written request of such BankLender, for taxes imposed on or measured by the net income or profits of such Bank Lender pursuant to the laws of the jurisdiction in which such Bank is organized or in which the principal office or applicable lending office Applicable Lending Office of such Bank Lender is located or under the laws 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 Bank Lender shall determine are payable by, or withheld from, such Bank Lender in respect of such amounts so Taxes 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 Lender pursuant to this or the preceding sentence. Each Borrower The Representative will furnish to the Administrative Agent, 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 law copies of tax receipts evidencing such payment by such Borrowerthe Borrowers. Each Borrower agrees to The Borrowers will indemnify and hold harmless the Agent and each BankLender, and reimburse each Bank 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 Bank in respect of payments made, or required to be made, by such BorrowerLender.

Net Payments. (a) All payments made by the Borrowers hereunder or under any Revolving Note will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(b4.06(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 subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes any tax imposed on or measured by the net income or net profits of a Bank Lender, or any franchise tax based on the net income or net profits of a Lender, in either case pursuant to the laws of Canada or the United States of America or the jurisdiction in which it is incorporated or organized or the jurisdiction in which the principal office or applicable lending office of such Bank Lender is located or any subdivision thereof or therein, or any ) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, each Borrower agrees the Borrowers agree to pay the full amount of such Taxes levied in respect of the payments of such BorrowerTaxes, and such additional amounts as may be necessary so that every payment of all amounts due from such Borrower under this AgreementAgreement 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 hereinherein or in such Revolving Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentencesentence of this Section 4.06(a), then the applicable Borrower agrees Borrowers agree to reimburse each BankLender, upon the written request of such BankLender, for taxes imposed on or measured by the net income or net profits of such Bank Lender, or any franchise tax based on the net income or net profits of such Lender, in either case pursuant to the laws of the jurisdiction in which such Bank Lender is organized or in which the principal office or applicable lending office of such Bank Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office or applicable lending office of such Lender is located and for any withholding of income or similar taxes as such Bank Lender shall determine are payable by, or withheld from, such Bank Lender in respect of such amounts so paid to or on behalf of such Bank Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Bank Lender pursuant to this sentence. Each Borrower The Borrowers will furnish to the Administrative Agent, DIP 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 such Borrowerthe Borrowers. Each Borrower agrees The Borrowers agree to indemnify and hold harmless each BankLender, and reimburse each Bank such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank in respect of payments made, or required to be made, by such BorrowerLender.

Net Payments. (a) All payments made by the Borrowers each Borrower hereunder or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(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 subdivision or taxing authority thereof or therein therein) with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes any tax levy, impost, duty, fee, assessment or other governmental charge imposed on or measured by the net income or net profits of a Bank 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 Bank Lender is located (or any subdivision or taxing authority thereof or therein, or any )) and all interest, penalties or similar liabilities with respect thereto to such non-excluded taxes, levies, imposts, duties, fees, assessments or other governmental charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other governmental charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, each the relevant Borrower agrees to shall pay the full amount of such Taxes levied to the relevant taxing authority in respect of accordance with applicable law and shall pay to the payments of such Borrower, and relevant Lender such additional amounts as may be necessary so that every payment of all amounts due from such Borrower under this AgreementAgreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for hereinherein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable relevant Borrower agrees to reimburse each BankLender lending to such Borrower, upon the written request of such BankLender, for taxes imposed on or measured by the net income or net profits of such Bank 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 Bank Lender is organized or in which the principal office or applicable lending office of such Bank Lender is located (or under the laws of any political subdivision or taxing authority of any such jurisdiction therein or thereof) and for any withholding of taxes as such Bank Lender shall determine are payable by, or withheld from, such Bank Lender in respect of such amounts so paid to or on behalf of such Bank Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Bank Lender pursuant to this sentence. 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 lawlaw certified copies of tax 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 evidencing within such payment by time period, then such BorrowerBorrower shall furnish such certified copies of tax receipts to the Administrative Agent within 15 days after such Borrower has received such certified copies of tax receipts). Each Borrower agrees to indemnify and hold harmless each BankLender, and reimburse each Bank such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank in respect Lender, other then penalties, additions to tax, interest and expenses arising as a result of payments madethe willful misconduct or gross negligence of such Lender. Such indemnification shall be made within 30 days after the date upon which such Lender makes written demand therefor, or required to be made, by such Borrowerwhich 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.

Net Payments. (a) All payments made by the Borrowers Borrower ------------ hereunder or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(bSections 4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, in the case of each Bank, except as provided in the second succeeding sentence, taxes any tax, including any income, branch profits, franchise or similar tax, which in each case is imposed on or measured by the net income income, net profits or profits capital of a such Bank pursuant to the laws of the jurisdiction in which it such Bank is organized or the jurisdiction in which the principal office or applicable lending office of such Bank is located or any political subdivision or taxing authority thereof or therein, or any ) and all interest, penalties or similar liabilities with respect thereto to such 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"). If any Taxes are so levied or imposed, each the Borrower agrees to pay the full amount of such Taxes levied in respect of the payments of such BorrowerTaxes, and such additional amounts as may be necessary so that every payment of all amounts due from such by the Borrower under this AgreementAgreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for hereinherein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentencesentence (any such amounts, then the applicable "Gross-Up Amount"), the Borrower agrees to 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 pursuant to the laws of the jurisdiction in which such Bank is organized or in which the principal office or applicable lending office of such Bank is located or under the laws amount, if any, of any political subdivision or taxing authority of any such jurisdiction and for any withholding of taxes such Bank shall determine are payable byincurred by such Bank (taking into account in calculating such net amount any allowable credit, deduction or other benefit available as a result of, or withheld fromwith respect to, the payment by the Borrower to such Bank in respect of such amounts so (i) the Gross-Up Amount or (ii) any amount paid to or on behalf of such Bank pursuant to this sentence) that would not have been incurred in the preceding sentence and in respect absence of the payment by the Borrower of (i) the Gross-Up Amount or (ii) any amounts amount paid to or on behalf of such Bank pursuant to this sentence. Each The 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 such the Borrower. Each The Borrower agrees to indemnify and hold harmless each Bank, and reimburse each such Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank in respect of any payments made, by or required to be made, by such on behalf of the Borrower.

Net Payments. (a) All payments made by the Borrowers hereunder hereunder, under any Note or any other Credit Document, will be made without setoff, counterclaim or other defense. Except as provided for in Section 3.04(bsection 5.4(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes any tax, imposed on or measured by the net income or net profits of a Bank 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 Bank Lender is located or any subdivision thereof or therein, or any ) and all interest, penalties or similar liabilities with respect thereto to such non excluded taxes, levies imposts, duties, fees, assessments or other charges (all such non-excluded taxes, nonexcluded taxes levies, imposts, duties, fees, fees assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, each Borrower agrees the Borrowers agree to pay the full amount of such Taxes levied in respect of the payments of such Borrower, and such additional amounts as may be necessary so that every payment by them of all amounts due from such Borrower hereunder, under this Agreementany Note or under any other Credit Document, after withholding or deduction for or on account of any Taxes, Taxes will not be less than the amount provided for hereinherein 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 applicable Borrower agrees Borrowers agree to reimburse each BankLender, upon the written request of such Bank, Lender for taxes imposed on or measured by the net income or profits of such Bank Lender pursuant to the laws of the jurisdiction in which such Bank Lender is organized or in which the principal office or applicable lending office Applicable Lending Office of such Bank Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office or Applicable Lending Office of such Lender is located and for any withholding of income or similar taxes imposed by the United States of America as such Bank Lender shall determine are payable by, or withheld from, such Bank Lender in respect of such amounts so paid to or on behalf of such Bank Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Bank 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. Each Borrower The Borrowers will furnish to the Administrative Agent, 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, law certified copies of tax receipts receipts, or other evidence satisfactory to the relevant Lender, evidencing such payment by such Borrowerthe Borrowers. Each Borrower agrees to The Borrowers will indemnify and hold harmless the Administrative Agent and each BankLender, and reimburse each Bank 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 Bank in respect of payments made, or required to be made, by such BorrowerLender.

Net Payments. (a) All payments made by the Borrowers Borrower hereunder or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(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 subdivision or taxing authority thereof or therein with respect to such payments payment (but excluding, except as provided in the second succeeding sentence, taxes excluding any tax imposed on or measured by the net income or profits gross income or gross receipts of a any Bank (other than withholding taxes or taxes in lieu of withholding taxes) pursuant to the laws of the jurisdiction in which it is organized (or the jurisdiction any political subdivision or taxing authority thereof or therein) in which the principal office or applicable lending office of such Bank is located or any subdivision thereof in which such Bank is organized or therein, in which such Bank is doing business through a branch or any office from which such jurisdiction treats a Loan as having been made) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxescollectively, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, each the Borrower agrees to pay the full amount of such Taxes 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 hereunder or under this Agreementany Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for hereinherein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable The Borrower agrees to shall also reimburse each Bank, upon its written request, which request shall show the written request basis for calculation of such Bankreimbursement, for taxes imposed on or measured by the net income or profits of such Bank pursuant to the laws of the jurisdiction (or any political subdivision or taxing authority thereof or therein) in which its principal office or lending office is located or in which such Bank is organized or in which the principal office or applicable lending office of such Bank is located doing business through a branch or under the laws of any political subdivision or taxing authority of any office from which such jurisdiction and for any withholding of taxes such Bank treats a Loan as having been made as it shall determine are payable by, or withheld from, such Bank by it 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. Each The Borrower will furnish to the Administrative Agent, applicable Bank within 45 days after the date the payment of any Taxes is due pursuant to applicable law, law certified copies of any tax receipts available to the Borrower evidencing such payment by such Borrower. Each Borrower agrees to indemnify and hold harmless each Bank, and reimburse each Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank in respect of payments made, or required to be made, by such Borrower.such

Net Payments. (a) All payments made by the Borrowers hereunder or under any other Financing Document will be made without setoffset-off, counterclaim or other defense. Except as provided in Section 3.04(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 subdivision or taxing authority thereof or therein with respect to such payments (but excluding, in the case of any Lender, except as provided in the second immediately succeeding sentence, taxes any tax imposed on or measured by the net income or profits of a Bank 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 Bank Lender is located or any subdivision thereof or therein, or any ) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges charges, regardless of whether imposed, assessed or collected by withholding deduction or otherwise, being referred to collectively as "“Taxes"”). If ; provided that if either Borrower shall be required by applicable law to deduct or withhold any Taxes are from such payments, then (i) the sum payable shall be increased as necessary so levied that after making all required deductions or imposedwithholdings (including deductions or withholdings applicable to additional sums payable under this Section 2.9), each the Lender receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) such Borrower agrees to shall make such deductions or withholdings and (iii) such Borrower shall pay the full amount of such Taxes levied deducted or withheld to the relevant governmental authority 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, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for hereinaccordance with applicable Law. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable relevant Borrower agrees shall be obligated to reimburse each BankLender, upon the written request of such BankLender, for taxes imposed on or measured by the net income or profits of such Bank Lender pursuant to the laws of the jurisdiction in which such Bank Lender is organized or in which the principal office or applicable lending office Applicable Lending Office of such Bank 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 Bank Lender shall determine are payable by, or withheld from, such Bank Lender in respect of such amounts so paid to or on behalf of such Bank Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Bank Lender pursuant to this sentence. Each Borrower will furnish to the Administrative Agent, Agent within 45 forty-five (45) days after the date of the payment of any Taxes is due pursuant to applicable law, law certified copies of tax receipts evidencing such payment by such BorrowerBorrower (or such other evidence of payment as is reasonably acceptable to the Lenders). Each Borrower agrees to indemnify and hold harmless each BankLender, and reimburse each Bank such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank in respect of payments made, or required to be made, by such BorrowerLender.

Net Payments. (a) All payments made by Holdings or the Borrowers Borrower hereunder or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes any tax imposed on or measured by the net income or net profits of a 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 Bank is located or any political subdivision or taxing authority thereof or therein, or any ) and all interest, penalties or similar liabilities with respect thereto to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, each Holdings and the Borrower agrees jointly and severally agree to pay the full amount of such Taxes levied in respect of the payments of such BorrowerTaxes, and such additional amounts as may be necessary so that every payment of all amounts due from such Borrower hereunder or under this Agreementany Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for hereinherein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then Holdings and the applicable Borrower agrees jointly and severally agree to reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income or net profits of such Bank pursuant to the laws of the jurisdiction or any political subdivision or taxing authority thereof or therein in which such Bank is organized or in which the principal office or applicable lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction and for any withholding of taxes 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. Each Holdings and the Borrower jointly and severally will furnish to the Administrative Agent, Agent within 45 forty-five (45) days after the date of the payment of any Taxes is due pursuant to applicable law, law certified copies of tax receipts evidencing such payment by such BorrowerHoldings and the Borrower jointly and severally. Each Holdings and the Borrower agrees jointly and severally agree to indemnify and hold harmless each Bank, and reimburse each such Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank in respect of payments made, or required to be made, by such BorrowerBank.

Net Payments. (a) All payments made by MSI and MSUK hereunder and under the Borrowers hereunder Notes will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(b), all such payments defense and will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, taxes any tax imposed on or measured by the net income income, net profits or profits gross receipts of a Bank pursuant to the laws any Lender and any taxes imposed solely on deposits or net assets of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Bank is located or any subdivision thereof or thereinLender), or any and all interest, penalties or similar liabilities with respect thereto to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Non-Excluded Taxes"). If any Non-Excluded Taxes are so levied or imposed, each Borrower agrees to MSI or MSUK, as applicable, shall pay the full amount of such Non-Excluded Taxes 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 AgreementAgreement or under any Note, after withholding or deduction for or on account of any Non-Excluded Taxes, will not be less than the amount provided for hereinherein or in such Note. If any amounts are payable in respect of Non-Excluded Taxes pursuant to the preceding sentence, then MSI or MSUK, as applicable, shall reimburse the applicable Borrower agrees to reimburse each BankAgent, upon the written request of such Bankthe Agent, for taxes imposed on or measured by the net income income, net profits or profits of such Bank pursuant to the laws of the jurisdiction in which such Bank is organized or in which the principal office or applicable lending office of such Bank is located or under the laws gross receipts of any political subdivision or taxing authority of any such jurisdiction Lender and for any withholding of taxes as such Bank Lender shall determine are is payable by, or withheld from, such Bank 90 Lender, in respect of such amounts so paid to or on behalf of such Bank Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Bank Lender pursuant to this sentence. Each Borrower will MSI or MSUK, as applicable, shall furnish to the Administrative Agent, Agent within 45 days after the date the payment of any Non-Excluded Taxes is due pursuant to applicable law, law certified copies of tax receipts evidencing such payment by such BorrowerMSI or MSUK, as applicable. Each Borrower agrees to MSI or MSUK, as applicable, shall indemnify and hold the Lenders harmless each Bankagainst, and reimburse each Bank the Lenders upon its written requestrequest for, for the amount of any Non-Excluded Taxes so levied or imposed and paid by any Lender. The provisions hereof shall survive the final payment of the Obligations. No additional amount will be payable by MSUK to a Lender (or to the Agent on a Lender's behalf) under this section unless it is a Qualifying Lender (unless the reason it is not a Qualifying Lender is by reason of change in a law, regulation, treaty or official directive or request or a change in the interpretation or application thereof by any court or regulatory authority having jurisdiction over such Bank in respect of payments made, or required to be made, by such BorrowerLender).