Common use of Net Payments Clause in Contracts

Net Payments. (a) All payments made by the Borrower hereunder or under any Loan Document will be made without setoff, counterclaim or other defense. All payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall be made by the Borrower free and clear of and without deduction or withholding for or on account of any present or future tax, duty, levy, impost, assessment or other charge of whatever nature now or hereafter imposed by any Governmental Authority, but excluding therefrom (i) any tax imposed on or measured by the overall net income (including franchise taxes imposed in lieu of net income taxes) of the Lender or the lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender is incorporated or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States or any state thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and with respect to any Lender that becomes a party hereto after the Closing Date, any taxes to which such Lender is subject on the date it becomes a party hereto (other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date referred to in clause (iv) above as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “Taxes”). If the Borrower is required by law to make any deduction or withholding of any Taxes from any payment due hereunder or under any of the Loan Documents, then the amount payable will be increased to such amount which, after deduction from such increased amount of all such Taxes required to be withheld or deducted therefrom, will not be less than the amount due and payable hereunder had no such deduction or withholding been required. A certificate as to any additional amounts payable to a Lender under this Section 4.7 submitted to the Borrower by such Lender shall show in reasonable detail the amount payable and the calculations used to determine in good faith such amount and shall, absent manifest error, be final, conclusive and binding upon all parties hereto.

Net Payments. (a) All payments made by the Borrower hereunder or and under any Loan Document Note will be made without setoff, counterclaim or other defense. All Except as provided in Section 5.04(b), all such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authorityjurisdiction or by any political sub-division or taxing authority thereof or therein with respect to such payments (but excluding, but excluding therefrom (i) except as provided in the second succeeding sentence, any tax imposed on or measured by the overall net income (including franchise taxes imposed in lieu or net profits of net income taxes) a Lender pursuant to the laws of the Lender or the lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender it is incorporated organized or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower principal office or applicable lending office of such Lender is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States located or any state subdivision thereof (including the District of Columbia)or therein) and all interest, any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty penalties or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and similar liabilities with respect to any Lender that becomes a party hereto after the Closing Datesuch non-excluded taxes, any taxes to which levies, imposts, duties, fees, assessments or other charges (all such Lender is subject on the date it becomes a party hereto (non-excluded taxes, levies, imposts, duties, fees, assessments or other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date charges being referred to in clause (iv) above collectively as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “Taxes”). If any Taxes are so levied or imposed, the Borrower is required by law agrees to make any deduction or withholding pay the full amount of any Taxes from any such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due hereunder under this Agreement or under any of the Loan Documents, then the amount payable will be increased to such amount whichNote, after withholding or deduction from such increased amount for or on account of all such Taxes required to be withheld or deducted therefromany Taxes, will not be less than the amount due and provided for herein or in such Note. If any amounts are payable hereunder had no such deduction or withholding been required. A certificate as to any additional amounts payable to a Lender under this Section 4.7 submitted in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for taxes imposed on or measured by the net income or net profits of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall show determine are payable by, or withheld from, such Lender, in reasonable detail respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount payable of any Taxes so levied or imposed and the calculations used to determine in good faith paid by such amount and shall, absent manifest error, be final, conclusive and binding upon all parties heretoLender.

Net Payments. (a) All payments made by the Borrower hereunder or under any Loan Document Note will be made without setoff, counterclaim or other defense. All Except as provided in Section 4.04(b), all such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authorityjurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, but excluding therefrom (i) except as provided in the second succeeding sentence, any tax imposed on or measured by the overall net income (including franchise taxes imposed in lieu or profits of net income taxes) a Lender pursuant to the laws of the Lender or the lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender it is incorporated organized or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower principal office or applicable lending office of such Lender is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States located or any state subdivision thereof (including the District of Columbia)or therein) and all interest, any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty penalties or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and similar liabilities with respect to any Lender that becomes a party hereto after the Closing Datesuch non-excluded taxes, any taxes to which levies, imposts, duties, fees, assessments or other charges (all such Lender is subject on the date it becomes a party hereto (non-excluded taxes, levies, imposts, duties, fees, assessments or other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date charges being referred to in clause (iv) above collectively as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “"Taxes”"). If any Taxes are so levied or imposed, the Borrower is required by law agrees to make any deduction or withholding pay the full amount of any Taxes from any such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due hereunder under this Agreement or under any of the Loan Documents, then the amount payable will be increased to such amount whichNote, after withholding or deduction from such increased amount for or on account of all such Taxes required to be withheld or deducted therefromany Taxes, will not be less than the amount due and provided for herein or in such Note. If any amounts are payable hereunder had no such deduction or withholding been required. A certificate as to any additional amounts payable to a Lender under this Section 4.7 submitted in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for taxes imposed on or measured by the net income or profits of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall show determine are payable by, or withheld from, such Lender, in reasonable detail respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount payable of any Taxes so levied or imposed and the calculations used to determine in good faith paid by such amount and shall, absent manifest error, be final, conclusive and binding upon all parties heretoLender.

Net Payments. (a) All payments made by the Borrower hereunder or under any Loan Document Note will be made without setoff, counterclaim or other defensedefense (which payment shall not be deemed a waiver of any claims under this Agreement). All Except as provided in Section 2.06, all such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authorityjurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payment (but excluding, but excluding therefrom (i) except as provided in the second succeeding sentence, any tax (including any franchise tax) imposed on or measured by the overall net income (including franchise taxes imposed in lieu or net profits of net income taxes) a Lender pursuant to the laws of the Lender or the lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender it is incorporated organized or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower is located, (iii) in the case principal office or applicable lending office of any Lender organized under the laws of any jurisdiction other than the United States or any state thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and with respect to any Lender that becomes a party hereto after the Closing Date, any taxes to which such Lender is subject on the date it becomes a party hereto located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such nonexcluded taxes, levies, imposts, duties, fees, assessments or other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date charges being referred to in clause (iv) above collectively as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “"Taxes”"). If any Taxes are so levied or imposed, the Borrower is required by law agrees to make any deduction or withholding pay the full amount of any Taxes from any such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due hereunder under this Agreement or under any of the Loan Documents, then the amount payable will be increased to such amount whichNote, after withholding or deduction from such increased amount for or on account of all such Taxes required to be withheld or deducted therefromany Taxes, will not be less than the amount due provided for herein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for taxes imposed on or measured by the net income or net profits of such Lender pursuant to the laws of the jurisdiction in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall determine are payable hereunder had by, or withheld from, such Lender in respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence; provided, however, that no such reimbursement shall be required unless such Lender determines that the amount of such Taxes exceeds the amount of any credit, allowance or deduction allowable to such Lender as an offset against any taxes payable on behalf of such Lender and in such event reimbursement shall not be required in any amount greater than such excess. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Lender and the Administrative Agent, and reimburse such Lender and the Administrative Agent upon its written request, for the amount of any Taxes so levied or withholding been requiredimposed and paid by such Lender or the Administrative Agent. A certificate as to the amount of any additional amounts payable to a Lender under this Section 4.7 submitted to the Borrower such required indemnification payment prepared by such Lender or the Administrative Agent shall show in reasonable detail the amount payable and the calculations used to determine in good faith such amount and shall, absent manifest error, be final, conclusive and binding upon for all parties heretopurposes absent manifest error.

Net Payments. (a) All payments made by the Borrower hereunder or under any Lender Note or Loan Document will shall be made without setoff, counterclaim or other defense. All Except as provided in Section 3.6(b), all such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authorityjurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, but excluding therefrom (i) except as provided in the second succeeding sentence, any tax imposed on or measured by the overall net income (including or net profits of and any franchise taxes tax imposed on or in lieu of taxes on net income taxes) of the a Lender or the Administrative Agent pursuant to the laws of the jurisdiction in which such Lender or the Administrative Agent, as the case may be (each a "Lending Party"), is organized or managed and controlled or the jurisdiction in which the principal office or applicable lending office of such Lending Party is located, managed or controlled or any subdivision or taxing authority thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes, and such additional amounts, if any, as may be necessary so that every payment of all amounts due under this Agreement or under any Lender Note or Loan, after withholding or deduction for or on account of any Taxes, shall not be less than the amount provided for herein or in such Lender Note or Loan. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Lending Party, upon the written request of such Lender, for taxes imposed on or measured by the net income or net profits of and any franchise tax imposed on or in lieu of taxes on net income of such Lender pursuant to the laws of the jurisdiction in which it is organized or managed and controlled or the jurisdiction in which the payment principal office or applicable lending office of such Lender is made by located or under the United States or by the jurisdiction (or laws of any political subdivision or taxing authority thereof) of any such jurisdiction in which the Lender it is incorporated organized or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower principal office is organized or managed and controlled or the jurisdiction in which the principal office or applicable lending office of such Lender is located, (iii) managed or controlled, and for any withholding of taxes as such Lending Party shall determine are payable by, or withheld from, such Lender, in the case respect of any Lender organized under the laws such amounts so paid to or on behalf of any jurisdiction other than the United States or any state thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and with respect to any Lender that becomes a party hereto after the Closing Date, any taxes to which such Lender is subject on the date it becomes a party hereto (other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms preceding sentence and in respect of any amounts paid to or on behalf of such Lending Party pursuant to this Agreement), (v) taxes to which the Lender becomes subject subsequent sentence. The Borrower shall furnish to the Administrative Agent within thirty (30) days after the date referred to in clause (iv) above as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “Taxes”). If the Borrower is required by law to make any deduction or withholding payment of any Taxes from any is due pursuant to applicable law certified copies of tax receipts evidencing such payment due hereunder or under any of by the Loan DocumentsBorrower. The Borrower agrees to indemnify and hold harmless each Lending Party, then and reimburse such Lending Party upon its written request, for the amount payable will be increased to such amount which, after deduction from such increased amount of all such any Taxes required to be withheld so levied or deducted therefrom, will not be less than the amount due imposed and payable hereunder had no such deduction or withholding been required. A certificate as to any additional amounts payable to a Lender under this Section 4.7 submitted to the Borrower paid by such Lending Party. Such indemnification shall be made within thirty (30) days after the date any Lender shall show in reasonable detail the amount payable and the calculations used to determine in good faith such amount and shall, absent manifest error, be final, conclusive and binding upon all parties heretomakes written demand therefor.

Net Payments. (a) All payments made by the Borrower hereunder or hereunder, under any Loan Document Note or any other Credit Document, will be made without setoff, counterclaim or other defense. All Except as provided for in Section 4.5(b), all such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authority, jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding therefrom (i) any tax imposed on or measured by the overall net income (including franchise taxes imposed in lieu or net profits of net income taxes) a Lender pursuant to the laws of the Lender or the lending office of the Lender in respect of jurisdiction under which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the such Lender is incorporated organized or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower Applicable Lending Office of such Lender is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States located or any state subdivision thereof (including the District of Columbia)or therein) and all interest, any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty penalties or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and similar liabilities with respect to any Lender that becomes a party hereto after the Closing Datesuch non-excluded taxes, any taxes to which levies imposts, duties, fees, assessments or other charges (all such Lender is subject on the date it becomes a party hereto (non-excluded taxes, levies, imposts, duties, fees assessments or other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date charges being referred to in clause (iv) above collectively as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “Taxes”). If any Taxes are so levied or imposed, the Borrower is required agrees to pay the full amount of such Taxes and such additional amounts as may be necessary so that every payment by law to make it of all amounts due hereunder, under any deduction or withholding of any Taxes from any payment due hereunder Note or under any of the Loan Documents, then the amount payable will be increased to such amount whichother Credit Document, after withholding or deduction from such increased amount for or on account of all such Taxes required to be withheld or deducted therefromany Taxes, will not be less than the amount due and payable hereunder had no provided for herein or in such deduction Note or withholding been requiredin such other Credit Document. A certificate as Subject to any additional amounts payable to a Lender under this Section 4.7 submitted 2.6(d), the Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes (or any withholding or deduction on account thereof) is made, certified copies of tax receipts, or other evidence satisfactory to the Lender, evidencing such payment by the Borrower. The Borrower by will indemnify and hold harmless the Administrative Agent and each Lender, and reimburse the Administrative Agent or such Lender shall show in reasonable detail upon its written request, for the amount payable and of any Taxes levied against, imposed on, or paid by the calculations used to determine in good faith such amount and shall, absent manifest error, be final, conclusive and binding upon all parties heretoAdministrative Agent or any Lender within 30 days of any written request therefor.

Net Payments. (a) All payments made by the Borrower hereunder or under any Loan other Financing Document will be made without setoff, counterclaim or other defense. All Except as provided in Section 3.24(b), all such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authority, but excluding therefrom (i) any tax imposed on or measured by the overall net income (including franchise taxes imposed in lieu of net income taxes) of the Lender or the lending office of the Lender in respect of which the payment is made by the United States jurisdiction or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender is incorporated thereof or the jurisdiction therein with respect to such payments (or political subdivision or taxing authority thereof) in which its lending office is locatedbut excluding, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower is located, (iii) in the case of any Lender organized under Lender, except as provided in the laws of any jurisdiction other than the United States second succeeding sentence, Excluded Taxes) and all interest, penalties or any state thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and similar liabilities with respect to any Lender that becomes a party hereto after the Closing Datethereto (all such non-excluded taxes, any taxes to which such Lender is subject on the date it becomes a party hereto (levies, imposts, duties, fees, assessments or other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date charges being referred to in clause (iv) above as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to collectively as “Tax” or “Applicable Taxes”). If any Applicable Taxes are so levied or imposed, the Borrower is required by law agrees to make any deduction or withholding pay the full amount of any Taxes from any such Applicable Taxes, and such additional amounts as may be necessary so that every payment of all amounts due hereunder or under any of the Loan Documents, then the amount payable will be increased to such amount whichother Financing Document, after withholding or deduction from such increased amount for or on account of all such Taxes required to be withheld or deducted therefromany Applicable Taxes, will not be less than the amount due and provided for herein or in such other Financing Document. If any amounts are payable hereunder had no such deduction or withholding been required. A certificate as to any additional amounts payable to a Lender under this Section 4.7 submitted in respect of Applicable Taxes pursuant to the preceding sentence, then the Borrower shall be obligated to reimburse each Lender, upon the written request of such Lender, for (i) taxes imposed on or measured by the net income of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or the jurisdiction in which the principal office or Applicable Lending Office of such Lender is located or any political subdivision or taxing authority thereof or therein, and (ii) any withholding of Applicable Taxes, in each case as such Lender determines are payable by, or withheld from, such Lender in respect of any amounts paid to or on behalf of such Lender pursuant to the preceding sentence and this sentence. The Borrower will furnish to the Administrative Agent within 45 days after the date of the payment of any Applicable Taxes due pursuant to applicable Law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Applicable Taxes so levied or imposed and paid by such Lender shall show in reasonable detail the amount payable and the calculations used to determine in good faith such amount and shall, absent manifest error, be final, conclusive and binding upon all parties heretoLender.

Net Payments. (a) All payments made to the Banks by the Borrower hereunder Borrowers hereunder, under the Notes or under any other Loan Document will be made without setoffset off, counterclaim or other defense. All such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authority, but jurisdiction or any political subdivision or taxing authority thereof or therein (b)ut excluding therefrom (i) any tax imposed on or measured by the overall gross or net income of a Bank (including franchise taxes imposed in lieu all interest, penalties or similar liabilities related thereto) pursuant to the laws of net income taxes) of the Lender or the lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction (of America or any political subdivision thereof, or taxing authority of the United States of America or any political subdivision thereof) , in which the Lender is incorporated principal office or the jurisdiction (or political subdivision or taxing authority thereof) in which its applicable lending office of a Bank is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States or any state thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable lawand all interest, treaty penalties or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and similar liabilities with respect to thereto (collectively, together with any Lender that becomes a party hereto after the Closing Date, any taxes to which such Lender is subject on the date it becomes a party hereto (other than taxes which each of the other Lenders is entitled to reimbursements for amounts payable pursuant to the terms of this Agreement)next sentence, (v) taxes to which the Lender becomes subject subsequent to the date referred to in clause (iv) above as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “"Taxes”"). If the Borrower is required by law to make any deduction or withholding of any Taxes from any are so levied or imposed, the Borrowers agree to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due hereunder hereunder, under each Note or under any of the other Loan Documents, then the amount payable will be increased to such amount whichDocument, after withholding or deduction from such increased amount for or on account of all such Taxes required to be withheld or deducted therefromany Taxes, will not be less than the amount due provided for herein or in such Note. The Borrowers will furnish to each Bank upon request certified copies of tax receipts evidencing such payment by the Borrowers. The Borrowers will indemnify and payable hereunder had no such deduction or withholding been required. A certificate as to any additional amounts payable to a Lender under this Section 4.7 submitted to the Borrower by such Lender shall show in reasonable detail hold harmless each Bank, and reimburse each Bank upon its written request, for the amount payable of any Taxes so levied or imposed and the calculations used to determine in good faith such amount and shall, absent manifest error, be final, conclusive and binding upon all parties heretopaid or withheld by each Bank.

Net Payments. (a) All payments made by the Borrower hereunder or and under any Loan Document Note will be made without setoff, counterclaim or other defense. All Except as provided in Section 4.4(b), all such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authorityjurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, but excluding therefrom (i) except as provided in the second succeeding sentence, any tax imposed on or measured by the overall net income (including franchise taxes imposed in lieu or net profits of net income taxes) a Lender pursuant to the laws of the Lender or the lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender it is incorporated organized or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower principal office or applicable lending office of such Lender is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States located or any state subdivision thereof (including the District of Columbia)or therein) and all interest, any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable lawpenalties, treaty expenses or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and similar liabilities with respect to any Lender that becomes a party hereto after the Closing Datesuch non-excluded taxes, any taxes to which levies, imposts, duties, fees, assessments or other charges (all such Lender is subject on the date it becomes a party hereto (non-excluded taxes, levies, imposts, duties, fees, assessments or other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date charges being referred to in clause (iv) above collectively as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “"Taxes”"). If any Taxes are so levied or imposed, the Borrower is required by law agrees to make any deduction or withholding pay the full amount of any Taxes from any such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due hereunder under this Agreement or under any of the Loan Documents, then the amount payable will be increased to such amount whichNote, after withholding or deduction from such increased amount for or on account of all such Taxes required to be withheld or deducted therefromany Taxes, will not be less than the amount due and provided for herein or in such Note. If any amounts are payable hereunder had no such deduction or withholding been required. A certificate as to any additional amounts payable to a Lender under this Section 4.7 submitted in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for taxes imposed on or measured by the net income or net profits of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender, in respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request (within 10 days of such request), for the amount of any Taxes so levied or imposed and paid by such Lender shall show in reasonable detail whether or not such Taxes were correctly or legally imposed or asserted by the amount payable and the calculations used to determine in good faith such amount and shall, absent manifest error, be final, conclusive and binding upon all parties heretorelevant governmental authority.

Net Payments. (ai) All payments made by the applicable Borrower hereunder or the Company under any Loan Document will this Agreement and/or the Notes shall be made without setoffsetoff or counterclaim and (unless, counterclaim or other defense. All payments hereunder and under any in the case of the Loan Documents (includingCompetitive Bid Loans only, without limitation, payments on account of principal and interest and fees) shall be made by otherwise agreed to between the Borrower free and clear of and without the Bank making any such Competitive Bid Loan), in such amounts as may be necessary in order that all such payments (after deduction or withholding for or on account of any present or future taxtaxes, dutylevies, levyimposts, impost, assessment duties or other charge charges of whatever whatsoever nature now or hereafter imposed by any Governmental Authority, but excluding therefrom (i) other than any tax imposed on or measured by the overall net income (including franchise taxes imposed in lieu of net a Bank pursuant to the income taxes) tax laws of the Lender or the lending office of the Lender in respect of which the payment is made by the United States or by of the jurisdiction jurisdictions where such Bank's principal or Applicable Lending Office is located (or any political subdivision or taxing authority thereofcollectively, "Taxes")) in which the Lender is incorporated or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other shall not be less than the United States or any state thereof (including amounts otherwise specified to be paid under this Agreement and/or the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and with respect to any Lender that becomes a party hereto after the Closing Date, any taxes to which such Lender is subject on the date it becomes a party hereto (other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date referred to in clause (iv) above as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “Taxes”)Notes. If the applicable Borrower or the Company is required by law to make any deduction or withholding of any Taxes from any payment due hereunder or under any of the Loan Documentshereunder, then the amount payable will be increased to such amount which, after deduction from such increased amount of all such Taxes amounts required to be deducted or withheld or deducted therefrom, will not be less than the amount otherwise due and payable. Without prejudice to the foregoing, if any Bank or the Administrative Agent is required to make any payment on account of Taxes, the Company will, upon notification by the Bank or the Administrative Agent promptly indemnify such person against such Taxes, together with any interest, penalties and expenses payable hereunder had no or incurred in connection therewith. The Company shall also reimburse each Bank, upon the written request of such deduction Bank, for taxes imposed on or withholding been requiredmeasured by the net income of such Bank pursuant to the laws of the United States of America, any State or political subdivision thereof, or the jurisdiction in which the principal office or lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction as such Bank shall determine are payable by such Bank in respect of Taxes paid to or on behalf of such Bank pursuant to Section 2. 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 Bank under this Section 4.7 2.10(f) submitted to the Borrower Company by such Lender shall show in reasonable detail the amount payable and the calculations used to determine in good faith such amount and Bank shall, absent manifest error, be final, conclusive and binding for all purposes upon all parties hereto.. With respect to each deduction or withholding for or on account of any Taxes, the Company shall promptly furnish to each Bank such certificates, receipts and other documents as may be required (in the judgment of such Bank) to establish any tax credit to which such Bank may be entitled. (ii) Each Bank shall supply to the Company, within a reasonable period after the date of execution of this Agreement, executed copies of Internal Revenue Service Form 4224 or Form 1001 (which indicates that the respective Bank is entitled to receive interest exempt from United States withholding tax) or any successor Forms, and shall update such Forms as necessary in order to retain their effectiveness, to the extent each such Bank is legally entitled to execute and deliver either of such Forms. (iii) With respect to any Taxes which are paid by any Borrower in accordance with the provisions of this Section 2.10(f), each Bank receiving the benefits of such payments of Taxes hereby agrees to pay to such Borrower any amounts refunded to such Bank which such Bank determines in its sole discretion to be a refund in respect of such Taxes. (g)

Net Payments. (a) All payments made by the Borrower Borrowers hereunder or and under any Loan Document Note will be made without setoff, counterclaim or other defense. All Except as provided in Section 4.04(b), all such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authorityjurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, but excluding therefrom (i) except as provided in the second succeeding sentence, any tax imposed on or measured by the overall net income (including franchise taxes imposed in lieu or net profits of net income taxes) a Lender pursuant to the laws of the Lender or the lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender it is incorporated organized or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower principal office or applicable lending office of such Lender is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States located or any state subdivision thereof (including the District of Columbia)or therein) and all interest, any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty penalties or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and similar liabilities with respect to any Lender that becomes a party hereto after the Closing Datesuch non-excluded taxes, any taxes to which levies, imposts, duties, fees, assessments or other charges (all such Lender is subject on the date it becomes a party hereto (non-excluded taxes, levies, imposts, duties, fees, assessments or other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date charges being referred to in clause (iv) above collectively as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “Taxes”). If the Borrower is required by law to make any deduction or withholding of any Taxes from any are so levied or imposed, the Borrowers agree to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due hereunder under this Agreement or under any of the Loan Documents, then the amount payable will be increased to such amount whichNote, after withholding or deduction from such increased amount for or on account of all such Taxes required to be withheld or deducted therefromany Taxes, will not be less than the amount due and provided for herein or in such Note. If any amounts are payable hereunder had no such deduction or withholding been required. A certificate as to any additional amounts payable to a Lender under this Section 4.7 submitted in respect of Taxes pursuant to the Borrower preceding sentence, the Borrowers agree to reimburse each Lender, upon the written request of such Lender, for taxes imposed on or measured by the net income or net profits of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall show determine are payable by, or withheld from, such Lender, in reasonable detail respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. The Borrowers will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by such Borrower. The Borrowers agree to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount payable of any Taxes so levied or imposed and the calculations used to determine in good faith paid by such amount and shall, absent manifest error, be final, conclusive and binding upon all parties heretoLender.

Net Payments. (a) All payments made by the Borrower any Credit Party hereunder or under any Loan Credit Document or under any Note will be made without setoff, counterclaim or other defense. All Except as provided in Section 5.04(b), all such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authority, jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding therefrom (i) any tax imposed on or on, measured by or determined by reference to the overall net income (including or net profits of a Lender or franchise taxes imposed in lieu of net income taxes) thereof pursuant to the laws of the Lender or the lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender it is incorporated organized or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower is located, (iii) in the case principal office or applicable lending office of any Lender organized under the laws of any jurisdiction other than the United States or any state thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and with respect to any Lender that becomes a party hereto after the Closing Date, any taxes to which such Lender is subject on the date it becomes a party hereto located or any political subdivision of any such jurisdiction and (other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date referred to in clause (iv) above as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (viii) 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 imposed as a result of a Lender’s failure made to such recipient) to comply with the provisions applicable requirements of Section 4.7(dFATCA) and (vii) any United Stated federal withholding taxes imposed under FATCA (all interest, penalties or similar liabilities with respect to such tax or nonexcluded taxes, levies, imposts, duties, fees, assessments or other than the tax charges (all such nonexcluded taxes, levies, imposts, duties, fees, assessments or taxes described in Sections 4.7(a)(i) through (vi), other charges being herein referred to collectively as “Tax” or “Taxes”). If any Taxes are so levied, imposed or collected through withholding or deduction, the Borrower is required by law (or any other Credit Party making the payment) agrees to make any deduction or withholding pay the full amount of any Taxes from any such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due hereunder under this Agreement or under any of the Loan Documents, then the amount payable will be increased to such amount whichNote, after withholding or deduction from such increased amount for or on account of all such Taxes required to be withheld or deducted therefromany Taxes, will not be less than the amount provided for herein or in such Note. The Borrower (or the respective Credit Party) 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 or other documentation evidencing such payment by the Borrower (or such Credit Party). The Borrower agrees (and payable hereunder had no such deduction or withholding been required. A certificate as each Subsidiary Guarantor pursuant to any additional amounts payable to a Lender under its Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.7 submitted 5.04, shall agree) to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender; provided that such Lender shall have provided the Borrower (or respective Subsidiary Guarantor) with evidence, reasonably satisfactory to the Borrower by (or such Lender shall show in reasonable detail Subsidiary Guarantor), of the amount payable and the calculations used to determine in good faith payment of such amount and shall, absent manifest error, be final, conclusive and binding upon all parties heretoTaxes.

Net Payments. (a) All payments made by the any Borrower hereunder or under any Loan Document Note will be made without setoff, counterclaim or other defense. All Except as provided in Section 4.04(b), all such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authorityjurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, but excluding therefrom (i) except as provided in the second succeeding sentence, any tax imposed on or measured by the overall net income (including franchise taxes imposed in lieu or net profits of net income taxes) a Lender pursuant to the laws of the Lender or the lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender it is incorporated organized or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower principal office or applicable lending office of such Lender is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States located or any state subdivision thereof (including the District of Columbia)or therein) and all interest, any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty penalties or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and similar liabilities with respect to any Lender that becomes a party hereto after the Closing Datesuch non-excluded taxes, any taxes to which levies, imposts, duties, fees, assessments or other charges (all such Lender is subject on the date it becomes a party hereto (non-excluded taxes, levies, imposts, duties, fees, assessments or other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date charges being referred to in clause (iv) above collectively, as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “"Taxes”"). If the Borrower is required by law to make any deduction or withholding of any Taxes from any are so levied or imposed, the Borrowers jointly and severally agree to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due hereunder under this Agreement or under any of the Loan Documents, then the amount payable will be increased to such amount whichNote, after withholding or deduction from such increased amount for or on account of all such Taxes required to be withheld or deducted therefromany Taxes, will not be less than the amount due and provided for herein or in such Note. If any amounts are payable hereunder had no such deduction or withholding been required. A certificate as to any additional amounts payable to a Lender under this Section 4.7 submitted in respect of Taxes pursuant to the Borrower preceding sentence, the Borrowers jointly and severally agree to reimburse each Lender, upon the written request of such Lender, for taxes imposed on or measured by the net income or net profits of such Lender, and franchise taxes imposed in lieu of taxes imposed on or measured by net income or net profits of a Lender, pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall show determine are payable by, or withheld from, such Lender, in reasonable detail respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. The Borrowers will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrowers. The Borrowers jointly and severally agree to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount payable of any Taxes so levied or imposed and the calculations used to determine in good faith paid by such amount and shall, absent manifest error, be final, conclusive and binding upon all parties heretoLender.

Net Payments. (a) All payments made by the Borrower hereunder or under any Loan Document Note will be made without setoff, counterclaim or other defense. All Except as provided in Section 3.04(b), all such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authorityjurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, but excluding therefrom (i) except as provided in the second succeeding sentence, any tax imposed on or measured by the overall net income (including franchise taxes imposed in lieu of net income taxes) a Bank pursuant to the laws of the Lender jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of the Lender in respect of which the payment such Bank is made by the United States or by the jurisdiction (located or any political subdivision or taxing authority thereofthereof or therein) in which the Lender is incorporated and all interest, penalties or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States or any state thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and liabilities with respect to any Lender that becomes a party hereto after the Closing Datesuch non- excluded taxes, any taxes to which levies, imposts, duties, fees, assessments or other charges (all such Lender is subject on the date it becomes a party hereto (non- excluded taxes, levies, imposts, duties, fees, assessments or other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date charges being referred to in clause (iv) above collectively as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “"Taxes”"). If any Taxes are so levied or imposed, the Borrower is required by law agrees to make any deduction or withholding pay the full amount of any Taxes from any such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due hereunder or under any of the Loan Documents, then the amount payable will be increased to such amount whichNote, after withholding or deduction from such increased amount for or on account of all such Taxes required to be withheld or deducted therefromany Taxes, will not be less than the amount due and provided for herein or in such Note. If any amounts are payable hereunder had no such deduction or withholding been required. A certificate as to any additional amounts payable to a Lender under this Section 4.7 submitted in respect of Taxes pursuant to the preceding sentence, 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 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 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. The Borrower will furnish to the Administrative Agent within 45 days after the date of the payment of any Taxes due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Bank, and reimburse such Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender shall show in reasonable detail the amount payable and the calculations used to determine in good faith such amount and shall, absent manifest error, be final, conclusive and binding upon all parties heretoBank.

Net Payments. (a) All payments made by the Borrower hereunder or ------------ hereunder, under any Loan Document Note or any other Credit Document, will be made without setoff, counterclaim or other defense. All Except as provided for in Section 4.4(b), all such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authorityjurisdiction or by any political subdivision or taxing authority thereof or therein (but excluding, but excluding therefrom (i) except as provided in the second succeeding sentence, any tax imposed on or measured by the overall net income (including or any franchise taxes imposed in lieu of tax based on net income taxesincome) of a Lender pursuant to the Lender or the lending office laws of the Lender in respect of which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereofthereof or therein) under which such Lender is organized or in which the principal office or applicable lending office of such Lender is incorporated located or under the jurisdiction (or laws of any political subdivision or taxing authority thereof) in which its lending office is located, (ii) of any branch profits tax imposed by the United States or any similar tax imposed by the such jurisdiction in which the Borrower is located, (iii) in the case principal office or applicable lending office of any Lender organized under the laws of any jurisdiction other than the United States or any state thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and with respect to any Lender that becomes a party hereto after the Closing Date, any taxes to which such Lender is subject on the date it becomes a party hereto (other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date referred to in clause (iv) above as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(dlocated) and all interest, penalties or similar liabilities with respect thereto (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxescollectively, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “"Taxes”"). If any Taxes are so levied or imposed, the Borrower is required by law agrees to make pay the full amount of such Taxes and such additional amounts as may be necessary so that every payment of all amounts due hereunder, under any deduction or withholding of any Taxes from any payment due hereunder Note or under any of the Loan Documents, then the amount payable will be increased to such amount whichother Credit Document, after withholding or deduction from such increased amount for or on account of all such Taxes required to be withheld or deducted therefromany Taxes, will not be less than the amount due and provided for herein or in such Note or in such other Credit Document. If any amounts are payable hereunder had no such deduction or withholding been required. A certificate as to any additional amounts payable to a Lender under this Section 4.7 submitted in respect of Taxes pursuant to the preceding sentence, then the Borrower shall also reimburse each Lender, upon the written request of such Lender, for taxes imposed on or measured by the net income of such Lender pursuant to the laws of the jurisdiction in which the principal office or applicable lending office of such Lender is located or of any political subdivision or taxing authority of any such jurisdiction and for any withholding of income or similar taxes imposed by the United States of America as such Lender shall show determine are payable by, or withheld from, such Lender in reasonable detail respect of Taxes paid to or on behalf of such Lender pursuant to this or the preceding sentence. The Borrower will furnish to the Agent within 45 days after the date the payment of any Taxes, or any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower will indemnify and hold harmless the Agent and each Lender, and reimburse the Agent or such Lender upon its written request, for the amount payable of any Taxes so levied or imposed and the calculations used to determine in good faith paid or withheld by such amount and shall, absent manifest error, be final, conclusive and binding upon all parties heretoLender.

Net Payments. (a) All payments made by the Borrower or any Guarantor hereunder or under any Loan Document Note or any Guarantee will be made without setoff, counterclaim or other defense. All Except as provided in Section 5.06(b), all such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future tax, duty, levy, impost, assessment or other charge of whatever nature Taxes now or hereafter imposed by any Governmental Authority, but excluding therefrom (i) any tax imposed on or measured by the overall net income (including franchise taxes imposed in lieu of net income taxes) of the Lender or the lending office of the Lender in respect of which the payment is made by the United States Authority or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender is incorporated thereof or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States or any state thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and therein with respect to such payments (but excluding any Lender that becomes a party hereto after the Closing DateExcluded Tax) and all interest, any taxes to which penalties or similar liabilities with respect thereto (all such Lender is subject on the date it becomes a party hereto Taxes (other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (vExcluded Taxes) taxes to which the Lender becomes subject subsequent to the date being referred to in clause (iv) above collectively as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “Taxes”"COVERED TAXES"). If any Covered Taxes are so levied or imposed, Borrower and each Guarantor, as the Borrower is required by law case may be, agrees (on a joint and several basis for the Guarantors) to make any deduction or withholding pay the full amount of any Taxes from any such Covered Taxes, and such additional amounts as may be necessary so that every payment of all amounts due hereunder under this Agreement, the Guarantees or under any of the Loan Documents, then the amount payable will be increased to such amount whichNote, after withholding or deduction from such increased amount for or on account of all such Taxes required to be withheld or deducted therefromany Covered Taxes, will not be less than the amount due provided for herein or in such Note. If any amounts are payable in respect of Covered Taxes pursuant to the preceding sentence (any such amounts, the "GROSS-UP AMOUNT"), Borrower and payable hereunder had no each Guarantor agrees, notwithstanding the definition of Excluded Taxes, to reimburse (on a joint and several basis for the Guarantors) each Lender, upon the written request of such deduction Lender, (i) for Taxes imposed on or withholding been required. A certificate as measured by the net income or net profits of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or Applicable Lending Office of such Lender is located or under the laws of any additional amounts payable political subdivision or taxing authority of any such jurisdiction by reason of the making of payments in respect of Covered Taxes pursuant to a Lender under this Section 4.7 submitted (including pursuant to this sentence) and (ii) for any withholding of Taxes as such Lender shall determine are payable by, or withheld from, such Lender in respect of amounts paid in respect of Covered Taxes to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. Borrower and each Guarantor, as the case may be, will furnish to the Administrative Agent within 45 days after the date the payment of any Covered Taxes is due pursuant to applicable law certified copies of tax receipts or other documentation reasonably satisfactory to such Lender evidencing such payment by Borrower or any Guarantor. Borrower and the Guarantors agree (jointly and severally for the Guarantors) to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Covered Taxes so levied or imposed and paid by such Lender shall show in reasonable detail the amount payable and the calculations used any liability (including penalties, additions to determine in good faith such amount tax, interest and shall, absent manifest error, be final, conclusive and binding upon all parties heretoexpenses) arising therefrom or with respect thereto.

Net Payments. (a) All payments (including, without limitation, any fees, commissions or expenses paid by the Borrower to any Financing Parties) made by the Borrower hereunder or under any Loan other Financing Document will be made without setoff, counterclaim or other similar defense. All such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authorityjurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, but excluding therefrom (i) in the case of any Lender, any tax imposed on or measured by the overall net income (including franchise taxes imposed in lieu income, revenue, or gross receipts of net income taxes) such Lender pursuant to the laws of the Lender or the lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender it is incorporated organized or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower is located, (iii) in the case principal office or Applicable Lending Office of any Lender organized under the laws of any jurisdiction other than the United States or any state thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and with respect to any Lender that becomes a party hereto after the Closing Date, any taxes to which such Lender is subject on the date it becomes a party hereto located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date charges being referred to in clause (iv) above collectively as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “Taxes”). If any Taxes are so levied or imposed, the Borrower is required agrees to pay such additional amounts as may be necessary so that the net amount received by law to make any deduction or withholding of any Taxes from any payment due the relevant Financing Party hereunder or under any of the Loan Documents, then the amount payable will be increased to such amount whichother Financing Document, after withholding or deduction from such increased amount for or on account of all such Taxes required to be withheld or deducted therefromany Taxes, will not be less than the amount due and payable hereunder had no provided for herein or in such Financing Document as if the corresponding deduction or withholding had not been requiredmade. A certificate as to any additional amounts payable to a Lender under this Section 4.7 submitted The Borrower will furnish to the Administrative Agent within thirty (30) days after the date of the payment of any Taxes due pursuant to applicable law evidence of such payment in form and substance reasonably satisfactory to the Administrative Agent. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender shall show in reasonable detail the amount payable and the calculations used to determine in good faith such amount and shall, absent manifest error, be final, conclusive and binding upon all parties heretoLender.

Net Payments. (a) All payments made by the Borrower hereunder or under any Loan Document Note will be made without setoff, counterclaim or other defense. All Except as provided in Section 3.04(b), all such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authorityjurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, but excluding therefrom (i) except as provided in the second succeeding sentence, any tax imposed on or measured by the overall net income (including franchise taxes imposed in lieu of net income taxes) a Bank pursuant to the laws of the Lender jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of the Lender in respect of which the payment such Bank is made by the United States or by the jurisdiction (located or any political subdivision or taxing authority thereofthereof or therein) in which the Lender is incorporated and all interest, penalties or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States or any state thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and liabilities with respect to any Lender that becomes a party hereto after the Closing Datesuch non- excluded taxes, any taxes to which levies, imposts, duties, fees, assessments or other charges (all such Lender is subject on the date it becomes a party hereto (non- excluded taxes, levies, imposts, duties, fees, assessments or other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date charges being referred to in clause (iv) above collectively as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “"Taxes”"). If any Taxes are so levied or imposed, the Borrower is required by law agrees to make any deduction or withholding pay the full amount of any Taxes from any such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due hereunder or under any of the Loan Documents, then the amount payable will be increased to such amount whichNote, after withholding or deduction from such increased amount for or on account of all such Taxes required to be withheld or deducted therefromany Taxes, will not be less than the amount due and provided for herein or in such Note. If any amounts are payable hereunder had no such deduction or withholding been required. A certificate as to any additional amounts payable to a Lender under this Section 4.7 submitted in respect of Taxes pursuant to the preceding sentence, 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 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 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. The Borrower will furnish to the Agent within 45 days after the date of the payment of any Taxes due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Bank, and reimburse such Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender shall show in reasonable detail the amount payable and the calculations used to determine in good faith such amount and shall, absent manifest error, be final, conclusive and binding upon all parties heretoBank.

Net Payments. (a) All payments made by the Borrower hereunder or and under any Loan Document Note will be made without setoff, counterclaim or other defense. All Except as provided in Section 5.04(b), all such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authorityjurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, but excluding therefrom (i) except as provided in the second succeeding sentence, any tax imposed on or measured by the overall net income (including franchise taxes imposed in lieu or net profits of net income taxes) a Lender pursuant to the laws of the Lender or the lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender it is incorporated organized or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower principal office or applicable lending office of such Lender is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States located or any state subdivision thereof (including the District of Columbia)or therein) and all interest, any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty penalties or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and similar liabilities with respect to any Lender that becomes a party hereto after the Closing Datesuch non-excluded taxes, any taxes to which levies, imposts, duties, fees, assessments or other charges (all such Lender is subject on the date it becomes a party hereto (non-excluded taxes, levies, imposts, duties, fees, assessments or other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date charges being referred to in clause (iv) above collectively as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “Taxes”). If any Taxes are so levied or imposed, the Borrower is required by law agrees to make any deduction or withholding pay the full amount of any Taxes from any such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due hereunder under this Agreement or under any of the Loan Documents, then the amount payable will be increased to such amount whichNote, after withholding or deduction from such increased amount for or on account of all such Taxes required to be withheld or deducted therefromany Taxes, will not be less than the amount due and provided for herein or in such Note. If any amounts are payable hereunder had no such deduction or withholding been required. A certificate as to any additional amounts payable to a Lender under this Section 4.7 submitted in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for taxes imposed on or measured by the net income or net profits of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender, in respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by such Borrower. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender shall show in reasonable detail (other than for any interest or penalties directly attributable to any failure of a Lender to file any returns or pay any Taxes directly attributable to this Agreement, to the amount payable extent such Lender was legally required to file such returns and/or pay such Taxes and was reasonably informed by the calculations used Borrower about such requirements and had all information necessary to determine in good faith file such amount and shall, absent manifest error, be final, conclusive and binding upon all parties heretoreturns and/or pay such Taxes).

Net Payments. (a) All payments made by the Borrower hereunder or under any Loan Document Note will be made without setoff, counterclaim or other defense. All Except as provided in Section 4.04(b), all such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authorityjurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, but excluding therefrom (i) except as provided in the second succeeding sentence, any tax imposed on or measured by the overall net income (including franchise taxes imposed in lieu or net profits of net income taxes) a Bank pursuant to the laws of the Lender or the lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender it is incorporated organized or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower principal office or applicable lending office of such Bank is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States located or any state subdivision thereof (including the District of Columbia)or therein) and all interest, any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty penalties or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and similar liabilities with respect to any Lender that becomes a party hereto after the Closing Datesuch non-excluded taxes, any taxes to which levies, imposts, duties, fees, assessments or other charges (all such Lender is subject on the date it becomes a party hereto (non-excluded taxes, levies, imposts, duties, fees, assessments or other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date charges being referred to in clause (iv) above collectively as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “"Taxes”"). If any Taxes are so levied or imposed, the Borrower is required by law agrees to make any deduction or withholding pay the full amount of any Taxes from any such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due hereunder under this Agreement or under any of the Loan Documents, then the amount payable will be increased to such amount whichNote, after withholding or deduction from such increased amount for or on account of all such Taxes required to be withheld or deducted therefromany Taxes, will not be less than the amount due and provided for herein or in such Note. If any amounts are payable hereunder had no such deduction or withholding been required. A certificate as to any additional amounts payable to a Lender under this Section 4.7 submitted in respect of Taxes pursuant to the preceding sentence, 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 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 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. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Bank, and reimburse such Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender shall show in reasonable detail the amount payable and the calculations used to determine in good faith such amount and shall, absent manifest error, be final, conclusive and binding upon all parties heretoBank.

Net Payments. (a) All payments made by the Borrower hereunder or hereunder, under any Loan Document Note or any other Credit Document, will be made without setoff, counterclaim or other defense. All Except as provided for in Section 4.5(b), all such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authority, jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding therefrom (i) any tax imposed on or measured by the overall net income (including franchise taxes imposed in lieu or net profits of net income taxes) a Lender pursuant to the laws of the Lender or the lending office of the Lender in respect of jurisdiction under which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the such Lender is incorporated organized or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower Applicable Lending Office of such Lender is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States located or any state subdivision thereof (including the District of Columbia)or therein) and all interest, any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty penalties or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and similar liabilities with respect to any Lender that becomes a party hereto after the Closing Datesuch non-excluded taxes, any taxes to which levies imposts, duties, fees, assessments or other charges (all such Lender is subject on the date it becomes a party hereto (non-excluded taxes, levies, imposts, duties, fees assessments or other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date charges being referred to in clause (iv) above collectively as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “Taxes”). If any Taxes are so levied or imposed, the Borrower is required agrees to pay the full amount of such Taxes and such additional amounts as may be necessary so that every payment by law to make it of all amounts due hereunder, under any deduction or withholding of any Taxes from any payment due hereunder Note or under any of the Loan Documents, then the amount payable will be increased to such amount whichother Credit Document, after withholding or deduction from such increased amount for or on account of all such Taxes required to be withheld or deducted therefromany Taxes, will not be less than the amount due and payable hereunder had no provided for herein or in such deduction Note or withholding been requiredin such other Credit Document. A certificate as Subject to any additional amounts payable to a Lender under this Section 4.7 submitted 2.8(d), the Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes (or any withholding or deduction on account thereof) is made, certified copies of tax receipts, or other evidence satisfactory to the Lender, evidencing such payment by the Borrower. The Borrower by will indemnify and hold harmless the Administrative Agent and each Lender, and reimburse the Administrative Agent or such Lender shall show in reasonable detail upon its written request, for the amount payable and of any Taxes levied against, imposed on, or paid by the calculations used to determine in good faith such amount and shall, absent manifest error, be final, conclusive and binding upon all parties heretoAdministrative Agent or any Lender within 30 days of any written request therefor.

Net Payments. (a) All payments made to the Banks and National City, as the Agent, by the Borrower hereunder AeroCentury hereunder, under any Note or under any other Loan Document will be made without setoffset off, counterclaim or other defense. All such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authorityjurisdiction or any political subdivision or taxing authority thereof or therein (but excluding, but excluding therefrom (i) except as provided below, any tax imposed on or measured by the overall gross or net income of a Bank (including franchise taxes imposed in lieu of net income taxesall interest, penalties or similar liabilities related thereto) pursuant to the laws of the Lender United States of America or any political subdivision thereof, or taxing authority of the United States of America or any political subdivision thereof, in which the principal office or applicable lending office of such Bank is located), and all interest, penalties or similar liabilities with respect thereto (collectively, together with any amounts payable pursuant to the Lender in respect next sentence, "Taxes"). AeroCentury shall also reimburse each Bank, upon the written request of which such Bank, for Taxes imposed on or measured by the payment is made by gross or net income of such Bank pursuant to the laws of the United States of America (or by any State or political subdivision thereof), or the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender is incorporated principal office or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States or any state thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and with respect to any Lender that becomes a party hereto after the Closing Date, any taxes to which such Lender is subject on the date it becomes a party hereto (other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date referred to in clause (iv) above as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of such Bank is located as such Bank shall determine are payable by such Bank due to the Lender participating in amount of Taxes paid to or on behalf of such Bank pursuant to this or the transactions set forth herein preceding sentence. If any Taxes are so levied or other similar circumstances or imposed, AeroCentury agrees to pay the full amount of such Taxes, and such additional amounts as a result may be necessary so that every payment of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions all amounts due hereunder, (vi) under any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “Taxes”). If the Borrower is required by law to make any deduction or withholding of any Taxes from any payment due hereunder Note or under any of the other Loan Documents, then the amount payable will be increased to such amount whichDocument, after withholding or deduction from such increased amount for or on account of all such Taxes required to be withheld or deducted therefromany Taxes, will not be less than the amount due provided for herein or in such Note. AeroCentury will furnish to National City upon request certified copies of tax receipts evidencing such payment by AeroCentury. AeroCentury will indemnify and hold harmless National City and each Bank, and reimburse National City or such Bank upon its written request, for the amount of any Taxes so levied or imposed and paid or withheld by such Bank. Notwithstanding the preceding paragraph, AeroCentury shall be entitled, to the extent required to do so by law, to deduct or withhold Taxes imposed by the United States of America (or any political subdivision or taxing authority thereof) from interest, fees or other amounts payable hereunder had no for the account of any Person other than a Bank (x) that is a domestic corporation (as such term is defined in Section 7701 of the Code) for federal income tax purposes (but excluding any foreign office of any Bank) or (y) that has necessary forms on file with AeroCentury for the applicable year to the extent deduction or withholding been required. A certificate of such Taxes is not required as a result of the filing of such forms, provided that if AeroCentury shall so deduct or withhold any such Taxes, it shall provide a statement to any additional amounts payable to a Lender under this Section 4.7 submitted to the Borrower by National City and such Lender shall show in reasonable detail Bank, setting forth the amount payable of such Taxes so paid or withheld, the applicable rate and any other information or documentation which such Bank may reasonably request for assisting such Bank to obtain any allowable credits or deductions for the calculations used taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Bank is subject to determine in good faith such amount and shall, absent manifest error, be final, conclusive and binding upon all parties heretotax.

Net Payments. (a) All payments made by the Borrower hereunder or under any Loan Document Note will be made without setoff, counterclaim or other defense. All Except as provided in Section 4.04(b), all such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authorityjurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, but excluding therefrom (i) except as provided in the second succeeding sentence, any tax imposed on or measured by the overall net income (including franchise taxes imposed in lieu or net profits of net income taxes) a Lender pursuant to the laws of the Lender or the lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender it is incorporated organized or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower principal office or applicable lending office of such Lender is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States located or any state subdivision thereof (including the District of Columbia)or therein) and all interest, any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty penalties or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and similar liabilities with respect to any Lender that becomes a party hereto after the Closing Datesuch non-excluded taxes, any taxes to which levies, imposts, duties, fees, assessments or other charges (all such Lender is subject on the date it becomes a party hereto (non-excluded taxes, levies, imposts, duties, fees, assessments or other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date charges being referred to in clause (iv) above collectively, as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “Taxes”). If any Taxes are so levied or imposed, the Borrower is required by law agrees to make any deduction or withholding pay the full amount of any Taxes from any such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due hereunder under this Agreement or under any of the Loan Documents, then the amount payable will be increased to such amount whichNote, after withholding or deduction from such increased amount for or on account of all such Taxes required to be withheld or deducted therefromany Taxes, will not be less than the amount due and provided for herein or in such Note. If any amounts are payable hereunder had no such deduction or withholding been required. A certificate as to any additional amounts payable to a Lender under this Section 4.7 submitted in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for taxes imposed on or measured by the net income or net profits of such Lender, and franchise taxes imposed in lieu of taxes imposed on or measured by net income or net profits of a Lender, pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall show determine are payable by, or withheld from, such Lender, in reasonable detail respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. The Borrower will furnish to the Administrative Agent within forty-five (45) days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount payable of any Taxes so levied or imposed and the calculations used to determine in good faith paid by such amount and shall, absent manifest error, be final, conclusive and binding upon all parties heretoLender.

Net Payments. (a) All payments made by the Borrower hereunder or under any Loan Document Note will be made without setoffset-off, counterclaim or other defense. All Except as provided in Section 4.04(b), all such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authorityjurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, but excluding therefrom (i) except as provided in the second succeeding sentence, any tax imposed on or measured by the overall net income (including or net profits of a Bank, or any franchise taxes imposed in lieu of tax based on the net income taxes) or net profits of a Bank, in either case pursuant to the Lender or the lending office laws of the Lender in respect of which the payment is made by the United States of America or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender is incorporated or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower it is located, (iii) organized or in the case of any Lender organized under the laws of any jurisdiction other than the United States or any state thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date principal office or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and with respect to any Lender that becomes a party hereto after the Closing Date, any taxes to which such Lender is subject on the date it becomes a party hereto (other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date referred to in clause (iv) above as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or applicable lending office of the Lender participating in the transactions set forth herein such Bank is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), charges being herein referred to collectively as “Tax” or “"Taxes”"). If any Taxes are so levied or imposed, the Borrower is required by law agrees to make any deduction or withholding pay the full amount of any Taxes from any such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due hereunder under this Agreement or under any of the Loan Documents, then the amount payable will be increased to such amount whichNote, after withholding or deduction from such increased amount for or on account of all such Taxes required to be withheld or deducted therefromany Taxes, will not be less than the amount due and provided for herein or in such Note. If any amounts are payable hereunder had no such deduction or withholding been required. A certificate as in respect of Taxes pursuant to any additional amounts payable to a Lender under the preceding sentence of this Section 4.7 submitted 4.04(a), then 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 net profits of such Bank, or any franchise tax based on the net income or net profits of such Bank, in either case pursuant to the Borrower by laws of the jurisdiction in which such Lender 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 show in reasonable detail the amount payable and the calculations used to determine in good faith 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. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Bank, and reimburse such Bank upon its written request, for the amount of any Taxes so levied or imposed and shall, absent manifest error, be final, conclusive and binding upon all parties heretopaid by such Bank.

Net Payments. (a) All Subject to the following sentence, all payments made by or on behalf of the Borrower hereunder under this Agreement or under any Loan other Credit Document will be made without setoff, counterclaim or other defense. All payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall be made by the Borrower free and clear of of, and without deduction or withholding for or on account of of, any present current or future taxincome, duty, levy, impost, assessment stamp or other charge of whatever nature taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed imposed, levied, collected, withheld or assessed by any Governmental Authority, but excluding therefrom (i) any tax imposed on or measured by the overall net income (including taxes, branch profits taxes, and franchise taxes (imposed in lieu of net income taxes) and capital taxes imposed on the Administrative Agent or any Lender and (ii) any taxes imposed on the Administrative Agent or any Lender as a result of a current or former connection between the Administrative Agent or such Lender and the jurisdiction of the Lender or the lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction (Governmental Authority imposing such tax or any political subdivision or taxing authority thereofthereof or therein (other than any such connection arising solely from the Administrative Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings (“Non-Excluded Taxes”) in which are required to be withheld from any amounts payable under this Agreement, the Borrower shall increase the amounts payable to the Administrative Agent or such Lender is incorporated to the extent necessary to yield to the Administrative Agent or the jurisdiction such Lender (or political subdivision or taxing authority thereofafter payment of all Non-Excluded Taxes) in which its lending office is located, (ii) any branch profits tax imposed by the United States interest or any similar tax imposed by such other amounts payable hereunder at the jurisdiction rates or in which the amounts specified in this Agreement; provided, however, that the Borrower is located, (iii) in the case of shall not be required to increase any such amounts payable to any Lender that is not organized under the laws of any jurisdiction other than the United States of America or any a state thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law“Non-U.S. Lender”) by any authority charged with the administration thereof subsequent to the date if such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and with respect to any Lender that becomes a party hereto after the Closing Date, any taxes to which such Lender is subject on the date it becomes a party hereto (other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date referred to in clause (iv) above as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure fails to comply with the provisions requirements of paragraph (b) of this Section 4.7(d5.4. 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 for the account of such Lender, as the case may be, a certified copy of an original official receipt (or other evidence acceptable to such Lender, acting reasonably) received by the Borrower showing payment thereof. If Non-Excluded Taxes are paid by any Lender, the Borrower shall indemnify such Lender for such Non-Excluded Taxes (including penalties, interest and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vireasonable expenses), being herein referred to as “Tax” whether or “Taxes”). If not such Non-Excluded Taxes are correctly or legally asserted; provided, however, that the Borrower is required by law shall not be obligated to make indemnify any deduction Lender for any interest, penalties or withholding expenses arising from the indemnitee’s gross negligence or willful misconduct. The agreements in this Section 5.4(a) shall survive the termination of any Taxes from any this Agreement and the payment due hereunder or under any of the Loan Documents, then the amount payable will be increased to such amount which, after deduction from such increased amount of Loans and all such Taxes required to be withheld or deducted therefrom, will not be less than the amount due and payable hereunder had no such deduction or withholding been required. A certificate as to any additional other amounts payable to a Lender under this Section 4.7 submitted to the Borrower by such Lender shall show in reasonable detail the amount payable and the calculations used to determine in good faith such amount and shall, absent manifest error, be final, conclusive and binding upon all parties heretohereunder.

Net Payments. (a) All payments made by the Borrower hereunder or under any Loan Document Note will be made without setoff, counterclaim or other defense. All Except as provided in Section 4.04(b), all such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authorityjurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, but excluding therefrom (i) except as provided in the second succeeding sentence, any franchise or similar tax imposed on or measured by the overall net income (including franchise taxes imposed in lieu or net profits of net income taxes) a Bank pursuant to the laws of the Lender or the lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender it is incorporated organized or the jurisdiction (managed and controlled or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower principal office or applicable lending office of such Bank is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States located or any state subdivision thereof (including the District of Columbia)or therein) and all interest, any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty penalties or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and similar liabilities with respect to any Lender that becomes a party hereto after the Closing Date, any taxes to which such Lender is subject on the date it becomes a party hereto thereto (other than taxes which each of the interest, penalties, levies, imposts, duties, fees, assessments or other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date referred to in clause (iv) above charges imposed or payable as a result of a change in the residenceany action or inaction of such Bank not timely or properly taken by such Bank or non-compliance by such Bank with applicable law) (all such non-excluded taxes, place of incorporationlevies, or principal place of business of the Lenderimposts, a change in the branch or lending office of the Lender participating in the transactions set forth herein duties, fees, assessments or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), charges being herein referred to collectively as “Tax” or “"Taxes”"). If the Borrower is required by law to make any deduction or withholding of any Taxes from any are so levied or imposed, Borrower agrees to pay the full amount of such Taxes, and such additional amounts, if any, as may be necessary so that every payment of all amounts due hereunder under this Agreement or under any of the Loan Documents, then the amount payable will be increased to such amount whichNote, after withholding or deduction from such increased amount for or on account of all such Taxes required to be withheld or deducted therefromany Taxes, will not be less than the amount provided for herein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, 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 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. 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 Borrower. Borrower agrees to indemnify and payable hereunder had no hold harmless each Bank, and reimburse such deduction Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank. These provisions contained in Sections 1.10, 1.11, 2.06, 4.04, and elsewhere shall be interpreted in the broadest possible terms to include any increased costs, payments or reduced income for any reason, including, but specifically not by way of limitation, due to taxes, capital adequacy provisions, reserve requirements, withholding been requiredobligations, costs due to the payment of any sums on a date other than the regularly scheduled date or for any other reason, and Borrower does hereby indemnify and hold harmless each Bank, for all such costs and does agree to pay same or cover any Bank's expenses or losses in regard to same. A certificate as Borrower shall immediately pay such sums to any additional amounts payable Bank as are necessary to a Lender under this Section 4.7 submitted mitigate all such items. This obligation is in addition to the all other obligations of Borrower by such Lender shall show in reasonable detail the amount payable and the calculations used to determine in good faith such amount and shall, absent manifest error, be final, conclusive and binding upon all parties heretocontained herein.

Net Payments. (a) All payments made by the Borrower hereunder or under any Loan Document will be made without setoff, counterclaim or other defense. All payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall be made by the Borrower free and clear of and without deduction or withholding for or on account of any present or future tax, duty, levy, impost, assessment or other charge of whatever nature now or hereafter imposed by any Governmental Authority, but excluding therefrom (i) any tax imposed on or measured by the overall net income (including franchise taxes imposed in lieu of net income taxes) of the Lender or the lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender is incorporated or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States or any state thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date date this Agreement is executed or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and with respect to any Lender that becomes a party hereto after the Closing Datedate hereof, any taxes to which such Lender is subject on the date it becomes a party hereto (other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date referred to in clause (iv) above as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, hereunder and (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “Taxes”). If the Borrower is required by law to make any deduction or withholding of any Taxes from any payment due hereunder or under any of the Loan Documents, then the amount payable will be increased to such amount which, after deduction from such increased amount of all such Taxes required to be withheld or deducted therefrom, will not be less than the amount due and payable hereunder had no such deduction or withholding been required. A certificate as to any additional amounts payable to a Lender under this Section 4.7 submitted to the Borrower by such Lender shall show in reasonable detail the amount payable and the calculations used to determine in good faith such amount and shall, absent manifest error, be final, conclusive and binding upon all parties hereto.

Net Payments. (a) All payments made by the Borrower hereunder or under any Loan Document Note will be made without setoff, counterclaim or other defense. All Except as provided in Section 4.04(b), all such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authorityjurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, but excluding therefrom (i) except as provided in the second succeeding sentence, any tax imposed on or measured by the overall net income (including franchise taxes imposed in lieu or net profits of net income taxes) a Bank pursuant to the laws of the Lender or the lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender it is incorporated organized or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower principal office or applicable lending office of such Bank is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States located or any state subdivision thereof (including the District of Columbia)or therein) and all interest, any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty penalties or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and similar liabilities with respect to any Lender that becomes a party hereto after the Closing Datesuch non-excluded taxes, any taxes to which levies, imposts, duties, fees, assessments or other charges (all such Lender is subject on the date it becomes a party hereto (non-excluded taxes, levies, imposts, duties, fees, assessments or other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date charges being referred to in clause (iv) above collectively as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “"Taxes”"). If any Taxes are so levied or imposed, the Borrower is required by law agrees to make any deduction or withholding pay the full amount of any Taxes from any such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due hereunder under this Agreement or under any of the Loan Documents, then the amount payable will be increased to such amount whichNote, after withholding or deduction from such increased amount for or on account of all such Taxes required to be withheld or deducted therefromany Taxes, will not be less than the amount due and provided for herein or in such Note. If any amounts are payable hereunder had no such deduction or withholding been required. A certificate as to any additional amounts payable to a Lender under this Section 4.7 submitted in respect of Taxes pursuant to the preceding sentence, 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 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 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. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law evidence of such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Bank, and reimburse such Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender shall show in reasonable detail the amount payable and the calculations used to determine in good faith such amount and shall, absent manifest error, be final, conclusive and binding upon all parties heretoBank.

Net Payments. (a) All payments (including, without limitation, any fees, commissions or expenses paid by the Borrower to any Financing Party) made by the Borrower hereunder or under any Loan other Financing Document will be made without setoff, counterclaim or other similar defense. All such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authorityjurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, but excluding therefrom (i) in the case of any Lender, any tax imposed on or measured by the overall net income (including franchise taxes imposed in lieu income, revenue, or gross receipts of net income taxes) such Lender pursuant to the laws of the Lender or the lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender it is incorporated organized or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower is located, (iii) in the case principal office or Applicable Lending Office of any Lender organized under the laws of any jurisdiction other than the United States or any state thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and with respect to any Lender that becomes a party hereto after the Closing Date, any taxes to which such Lender is subject on the date it becomes a party hereto located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date charges being referred to in clause (iv) above collectively as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “Taxes”). If any Taxes are so levied or imposed, the Borrower is required agrees to pay such additional amounts as may be necessary so that the net amount received by law to make any deduction or withholding of any Taxes from any payment due the relevant Financing Party hereunder or under any of the Loan Documents, then the amount payable will be increased to such amount whichother Financing Document, after withholding or deduction from such increased amount for or on account of all such Taxes required to be withheld or deducted therefromany Taxes, will not be less than the amount due and payable hereunder had no provided for herein or in such Financing Document as if the corresponding deduction or withholding had not been requiredmade. A certificate as to any additional amounts payable to a Lender under this Section 4.7 submitted The Borrower will furnish to the Administrative Agent within thirty (30) days after the date of the payment of any Taxes due pursuant to applicable law evidence of such payment in form and substance reasonably satisfactory to the Administrative Agent. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender shall show in reasonable detail the amount payable and the calculations used to determine in good faith such amount and shall, absent manifest error, be final, conclusive and binding upon all parties heretoLender.

Net Payments. (a) All payments made by the Borrower hereunder or any Credit Party under any Loan Credit Document (including, in the case of each Borrower, in its capacity as a guarantor pursuant to Section 14) in each case will be made without setoff, counterclaim or other defense. All Except as provided in Section 5.04(b), all such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for, any Taxes. If any Taxes are levied or imposed with respect to such payment, the respective Borrower (and any Credit Party making the respective payment or which has guaranteed the obligations of the respective Borrower) agrees to pay the full amount of such Taxes to the appropriate taxing authority, and shall pay to the applicable Section 5.04 Indemnitee such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any other Credit Document, after withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other charge of whatever nature now or hereafter imposed by any Governmental Authority, but excluding therefrom (i) any tax imposed on or measured by the overall net income (including franchise taxes imposed in lieu of net income taxes) of the Lender or the lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender is incorporated or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States or any state thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and with respect to any Lender that becomes a party hereto after the Closing Date, any taxes to which such Lender is subject on the date it becomes a party hereto (other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date referred to in clause (iv) above as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “Taxes”). If the Borrower is required by law to make any deduction or withholding of any Taxes from any payment due hereunder or under any of the Loan Documents, then the amount payable will be increased to such amount which, after deduction from such increased amount of all such Taxes required to be withheld or deducted therefrom, will not be less than the amount provided for herein or in such other Credit Document. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the respective U.S. Borrowers (jointly and severally), Canadian Borrowers (jointly and severally) or the European Borrower (and any Credit Party making the respective payment or which has guaranteed the obligations of the respective Borrower), as applicable, agree to reimburse each Section 5.04 Indemnitee, upon its written request, for taxes imposed on or measured by the net income or net profits or capital (or any franchise or similar tax imposed in lieu thereof) with respect to such amounts of such Section 5.04 Indemnitee pursuant to the laws of the jurisdiction in which such Section 5.04 Indemnitee is organized or in which the principal office or applicable lending office of such Section 5.04 Indemnitee is located or under the laws of any political subdivision or taxing authority of any such jurisdiction or location and for any withholding of taxes as such Section 5.04 Indemnitee shall determine are payable by, or withheld from, such Section 5.04 Indemnitee in respect of such amounts so paid to or on behalf of such Section 5.04 Indemnitee pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Section 5.04 Indemnitee pursuant to this sentence. The respective Borrowers will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts or other evidence reasonably satisfactory to the Administrative Agent evidencing such payment by such Borrowers or the respective Credit Party. The U.S. Borrowers (jointly and payable hereunder had no severally), the Canadian Borrowers (jointly and severally) and the European Borrower (and any Credit Party making the respective payment or which has guaranteed the obligations of the respective Borrower), as applicable, agree to indemnify and hold harmless each Section 5.04 Indemnitee and reimburse such deduction Section 5.04 Indemnitee upon its written request (which shall set forth the basis and calculation of such amount) for the amount of any Taxes so levied or withholding been requiredimposed and paid by such Section 5.04 Indemnitee. A certificate as Notwithstanding anything to any additional amounts payable to a Lender under the contrary in this Section 4.7 submitted 5.04(a), (i) any payments required to be made pursuant to this Section 5.04(a) to an Indirect Section 5.04 Indemnitee shall be made to the Borrower Related Pass Through Entity and (ii) any request for reimbursement pursuant to this Section 5.04(a) that is to be made by such Lender an Indirect Section 5.04 Indemnitee shall show in reasonable detail be made by the amount payable and the calculations used to determine in good faith such amount and shall, absent manifest error, be final, conclusive and binding upon all parties heretoRelated Pass Through Entity.

Net Payments. (a) All payments made by the Borrower hereunder or under any Loan Document Note will be made without setoffset-off, counterclaim or other defense. All Except as provided in Section 4.04(b), all such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authorityjurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, but excluding therefrom (i) except as provided in the second succeeding sentence, any tax imposed on or measured by the overall net income (including or net profits of a Bank, or any franchise taxes imposed in lieu of tax based on the net income taxes) or net profits of a Bank, in either case pursuant to the Lender or the lending office laws of the Lender in respect of which the payment is made by the United States of America or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender is incorporated or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower it is located, (iii) organized or in the case of any Lender organized under the laws of any jurisdiction other than the United States or any state thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date principal office or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and with respect to any Lender that becomes a party hereto after the Closing Date, any taxes to which such Lender is subject on the date it becomes a party hereto (other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date referred to in clause (iv) above as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or applicable lending office of the Lender participating in the transactions set forth herein such Bank is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), charges being herein referred to collectively as “Tax” or “"Taxes”"). If any Taxes are so levied or imposed, the Borrower is required by law agrees to make any deduction or withholding pay the full amount of any Taxes from any such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due hereunder under this Agreement or under any of the Loan Documents, then the amount payable will be increased to such amount whichNote, after withholding or deduction from such increased amount for or on account of all such Taxes required to be withheld or deducted therefromany Taxes, will not be less than the amount due and provided for herein or in such Note. If any amounts are payable hereunder had no such deduction or withholding been required. A certificate as in respect of Taxes pursuant to any additional amounts payable to a Lender under the preceding sentence of this Section 4.7 submitted 4.04(a), then 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 net profits of such Bank, or any franchise tax based on the net income or net profits of such Bank, in either case pursuant to the Borrower 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 of America as such Lender Bank shall show in reasonable detail the amount payable and the calculations used to determine in good faith 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. The Borrower will furnish to the Managing Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Bank, and reimburse such Bank upon its written request, for the amount of any Taxes described in the preceding sentences and shall, absent manifest error, be final, conclusive subject to payment by Borrower which are so levied or imposed and binding upon all parties heretopaid by such Bank.

Net Payments. (a) All payments made by the any Borrower hereunder ------------ or under any Loan Document Note will be made without setoff, counterclaim or other defense. All Except as provided in Section 4.04(b), all such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authorityjurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, but excluding therefrom (i) except as provided in the second succeeding sentence, any tax imposed on or measured by the overall net income (including franchise taxes imposed in lieu or net profits of net income taxes) a Bank pursuant to the laws of the Lender or the lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender it is incorporated organized or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower principal office or applicable lending office of such Bank is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States located or any state subdivision thereof (including the District of Columbia)or therein) and all interest, any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty penalties or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and similar liabilities with respect to any Lender that becomes a party hereto after the Closing Datesuch non-excluded taxes, any taxes to which levies, imposts, duties, fees, assessments or other charges (all such Lender is subject on the date it becomes a party hereto (non-excluded taxes, levies, imposts, duties, fees, assessments or other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date charges being referred to in clause (iv) above collectively as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “"Taxes”"). If the Borrower is required by law to make any deduction or withholding of any Taxes from any are so levied or imposed, the respective Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due hereunder under this Agreement or under any of the Loan Documents, then the amount payable will be increased to such amount whichNote, after withholding or deduction from such increased amount for or on account of all such Taxes required to be withheld or deducted therefromany Taxes, will not be less than the amount due and provided for herein or in such Note. If any amounts are payable hereunder had no such deduction or withholding been required. A certificate as to any additional amounts payable to a Lender under this Section 4.7 submitted in respect of Taxes pursuant to the preceding sentence, the 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 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 taxes as such Bank shall determine are payable by, or withheld from, such Bank, in each case 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. The respective Borrower will furnish to the Administrative Agent within 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 Lender shall show in reasonable detail Borrower. Each Borrower agrees to indemnify and hold harmless each Bank, and reimburse such Bank upon its written request, for the amount payable of any Taxes so levied or imposed and the calculations used to determine in good faith paid by such amount and shall, absent manifest error, be final, conclusive and binding upon all parties heretoBank.

Net Payments. (a) All payments made by the Borrower hereunder or under any Loan Document Note will be made without setoff, counterclaim or other defensedefense (which payment shall not be deemed a waiver of any claims under this Agreement). All Except as provided in Section 2.06, all such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authorityjurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payment (but excluding, but excluding therefrom (i) except as provided in the second succeeding sentence, any tax (including any franchise tax) imposed on or measured by the overall net income (including franchise taxes imposed in lieu or net profits of net income taxes) a Lender pursuant to the laws of the Lender or the lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender it is incorporated organized or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower is located, (iii) in the case principal office or applicable lending office of any Lender organized under the laws of any jurisdiction other than the United States or any state thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and with respect to any Lender that becomes a party hereto after the Closing Date, any taxes to which such Lender is subject on the date it becomes a party hereto located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such nonexcluded taxes, levies, imposts, duties, fees, assessments or other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date charges being referred to in clause (iv) above collectively as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “"Taxes”"). If any Taxes are so levied or imposed, the Borrower is required by law agrees to make any deduction or withholding pay the full amount of any Taxes from any such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due hereunder under this Agreement or under any of the Loan Documents, then the amount payable will be increased to such amount whichNote, after withholding or deduction from such increased amount for or on account of all such Taxes required to be withheld or deducted therefromany Taxes, will not be less than the amount due provided for herein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for taxes imposed on or measured by the net income or net profits of such Lender pursuant to the laws of the jurisdiction in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall determine are payable hereunder had by, or withheld from, such Lender in respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence; PROVIDED, HOWEVER, that no such reimbursement shall be required unless such Lender determines that the amount of such Taxes exceeds the amount of any credit, allowance or deduction allowable to such Lender as an offset against any taxes payable on behalf of such Lender and in such event reimbursement shall not be required in any amount greater than such excess. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Lender and the Administrative Agent, and reimburse such Xxxxxx and the Administrative Agent upon its written request, for the amount of any Taxes so levied or withholding been requiredimposed and paid by such Xxxxxx or the Administrative Agent. A certificate as to the amount of any additional amounts payable to a Lender under this Section 4.7 submitted to the Borrower such required indemnification payment prepared by such Lender or the Administrative Agent shall show in reasonable detail the amount payable and the calculations used to determine in good faith such amount and shall, absent manifest error, be final, conclusive and binding upon for all parties heretopurposes absent manifest error.

Net Payments. (a) All payments made by the Borrower hereunder or and under any Loan Document Note will be made without setoff, counterclaim or other defense. All Except as provided in Section 4.04(b), all such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authorityjurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, but excluding therefrom (i) except as provided in the second succeeding sentence, any tax imposed on or measured by the overall net income (including franchise taxes imposed in lieu or net profits of net income taxes) a Lender pursuant to the laws of the Lender or the lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender it is incorporated organized or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower principal office or applicable lending office of such Lender is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States located or any state subdivision thereof (including the District of Columbia)or therein) and all interest, any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty penalties or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and similar liabilities with respect to any Lender that becomes a party hereto after the Closing Datesuch non-excluded taxes, any taxes to which levies, imposts, duties, fees, assessments or other charges (all such Lender is subject on the date it becomes a party hereto (non-excluded taxes, levies, imposts, duties, fees, assessments or other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date charges being referred to in clause (iv) above collectively as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “Taxes”). If any Taxes are so levied or imposed, the Borrower is required by law agrees to make any deduction or withholding pay the full amount of any Taxes from any such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due hereunder under this Agreement or under any of the Loan Documents, then the amount payable will be increased to such amount whichNote, after withholding or deduction from such increased amount for or on account of all such Taxes required to be withheld or deducted therefromany Taxes, will not be less than the amount due and provided for herein or in such Note. If any amounts are payable hereunder had no such deduction or withholding been required. A certificate as to any additional amounts payable to a Lender under this Section 4.7 submitted in respect of Taxes pursuant to the preceding sentence, the Borrower shall be obligated to reimburse each Lender, upon the written request of such Lender, for taxes imposed on or measured by the net income or net profits of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall show determine are payable by, or withheld from, such Lender, in reasonable detail respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by such Borrower. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount payable of any Taxes so levied or imposed and the calculations used to determine in good faith paid by such amount and shall, absent manifest error, be final, conclusive and binding upon all parties heretoLender.

Net Payments. (a) All payments made by the Borrower hereunder or under any Loan Document Note will be made without setoff, counterclaim or other defense. All Except as provided in Section 4.04(b), all such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authorityjurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, but excluding therefrom (i) except as provided in the second succeeding sentence, any tax imposed on or measured by the overall net income (including franchise taxes imposed in lieu or profits of net income taxes) a Lender pursuant to the laws of the Lender or the lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender it is incorporated organized or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower principal office or applicable lending office of such Lender is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States located or any state subdivision thereof (including the District of Columbia)or therein) and all interest, any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty penalties or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and similar liabilities with respect to any Lender that becomes a party hereto after the Closing Datesuch non-excluded taxes, any taxes to which levies, imposts, duties, fees, assessments or other charges (all such Lender is subject on the date it becomes a party hereto (non-excluded taxes, levies, imposts, duties, fees, assessments or other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date charges being referred to in clause (iv) above collectively, as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “"Taxes”"). If any Taxes are so levied or imposed, the Borrower is required by law agrees to make any deduction or withholding pay the full amount of any Taxes from any such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due hereunder under this Agreement or under any of the Loan Documents, then the amount payable will be increased to such amount whichNote, after withholding or deduction from such increased amount for or on account of all such Taxes required to be withheld or deducted therefromany Taxes, will not be less than the amount due and provided for herein or in such Note. If any amounts are payable hereunder had no such deduction or withholding been required. A certificate as to any additional amounts payable to a Lender under this Section 4.7 submitted in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for taxes imposed on or measured by the net income or profits of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall show determine are payable by, or withheld from, such Bank, in reasonable detail respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount payable of any Taxes so levied or imposed and the calculations used to determine in good faith paid by such amount and shall, absent manifest error, be final, conclusive and binding upon all parties heretoLender.

Net Payments. (a) All payments made by the Borrower hereunder or under any Loan Document Note will be made without setoff, counterclaim or other defense. All Except as provided in Section 3.04(b), all such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authorityjurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, but excluding therefrom (i) except as provided in the second succeeding sentence, any tax imposed on or measured by the overall net income (including franchise taxes imposed in lieu or net profits of net income taxes) a Bank pursuant to the laws of the Lender or the lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender it is incorporated organized or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower principal office or applicable lending office of such Bank is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States located or any state subdivision thereof (including the District of Columbia)or therein) and all interest, any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty penalties or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and similar liabilities with respect to any Lender that becomes a party hereto after the Closing Datesuch non-excluded taxes, any taxes to which levies, imposts, duties, fees, assessments or other charges (all such Lender is subject on the date it becomes a party hereto (non-excluded taxes, levies, imposts, duties, fees, assessments or other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date charges being referred to in clause (iv) above collectively as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “"Taxes”"). If any Taxes are so levied or imposed, the Borrower is required by law agrees to make any deduction or withholding pay the full amount of any Taxes from any such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due hereunder under this Agreement or under any of the Loan Documents, then the amount payable will be increased to such amount whichNote, after withholding or deduction from such increased amount for or on account of all such Taxes required to be withheld or deducted therefromany Taxes, will not be less than the amount due and provided for herein or in such Note. If any amounts are payable hereunder had no such deduction or withholding been required. A certificate as to any additional amounts payable to a Lender under this Section 4.7 submitted in respect of Taxes pursuant to the preceding sentence, 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 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 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. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Bank, and reimburse such Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender shall show in reasonable detail the amount payable and the calculations used to determine in good faith such amount and shall, absent manifest error, be final, conclusive and binding upon all parties heretoBank.

Net Payments. (a) All payments made by the Borrower hereunder or under any Loan Document Note will be made without setoff, counterclaim or other defense. All Except as provided in Section 3.04(b), all such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authorityjurisdiction or by any -political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, but excluding therefrom (i) except as provided in the second succeeding sentence, any tax imposed on or measured by the overall net income (including franchise taxes imposed in lieu or profits of net income taxes) a Lender pursuant to the laws of the Lender or the lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender it is incorporated organized or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower principal office or applicable lending office of such Lender is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States located or any state subdivision thereof (including the District of Columbia)or therein) and all interest, any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty penalties or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and similar liabilities with respect to any Lender that becomes a party hereto after the Closing Datesuch non-excluded taxes, any taxes to which levies, imposts, duties, fees, assessments or other charges (all such Lender is subject on the date it becomes a party hereto (nonexcluded taxes, levies, imposts, duties, fees, assessments or other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date charges being referred to in clause (iv) above collectively as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “"Taxes”"). If any Taxes are so levied or imposed, the Borrower is required by law agrees to make any deduction or withholding pay the full amount of any Taxes from any such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due hereunder under this Agreement or under any of the Loan Documents, then the amount payable will be increased to such amount whichNote, after withholding or deduction from such increased amount for or on account of all such Taxes required to be withheld or deducted therefromany Taxes, will not be less than the amount due and provided for herein or in such Note. If any amounts are payable hereunder had no such deduction or withholding been required. A certificate as to any additional amounts payable to a Lender under this Section 4.7 submitted in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for taxes imposed on or measured by the net income or profits of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall show determine are payable by, or withheld from, such Lender, in reasonable detail respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. The Borrower will furnish to the Administrative Agent within forty-five (45) days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount payable of any Taxes so levied or imposed and the calculations used to determine in good faith paid by such amount and shall, absent manifest error, be final, conclusive and binding upon all parties heretoLender.

Net Payments. (a) All payments made by the Borrower Borrowers hereunder or under any Loan Document Note will be made without setoff, counterclaim or other defense. All Except as provided in Section 4.04(b), all such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authorityjurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, but excluding therefrom (i) except as provided in the second succeeding sentence, any tax imposed on or measured by the overall net income (including franchise taxes imposed in lieu or net profits of net income taxes) a Bank pursuant to the laws of the Lender or the lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender it is incorporated organized or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States principal office or any state thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and with respect to any Lender that becomes a party hereto after the Closing Date, any taxes to which such Lender is subject on the date it becomes a party hereto (other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date referred to in clause (iv) above as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein such Bank is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imports, duties, fees, assessments or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), charges being herein referred to collectively as “Tax” or “"Taxes”"). If the Borrower is required by law to make any deduction or withholding of any Taxes from any are so levied or imposed, the Borrowers jointly and severally agree to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due hereunder under this Agreement or under any of the Loan Documents, then the amount payable will be increased to such amount whichNote, after withholding or deduction from such increased amount for or on account of all such Taxes required to be withheld or deducted therefromany Taxes, will not be less than the amount due and provided for herein or in such Note. If any amounts are payable hereunder had no such deduction or withholding been required. A certificate as to any additional amounts payable to a Lender under this Section 4.7 submitted in respect of Taxes pursuant to the Borrower preceding sentence, the Borrowers 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 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 of America as such Bank shall deter- mine 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. The Borrowers will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrowers. The Borrowers jointly and severally agree to indemnify and hold harmless each Bank, and reimburse such Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender shall show in reasonable detail the amount payable and the calculations used to determine in good faith such amount and shall, absent manifest error, be final, conclusive and binding upon all parties heretoBank.

Net Payments. (a) All payments made by the Borrower Company hereunder or under any Loan Document Note will be made without setoff, counterclaim or other defensedefense (which payment shall not be deemed a waiver by the Company of any claims arising under this Agreement). All Except as provided in Section 4.04(b), all such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authorityjurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payment (but excluding, but excluding therefrom (i) except as provided in the second succeeding sentence, any tax (including any franchise tax) imposed on or measured by the overall net income (including franchise taxes imposed in lieu or net profits of net income taxes) a Bank pursuant to the laws of the Lender or the lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender it is incorporated organized or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States principal office or any state thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and with respect to any Lender that becomes a party hereto after the Closing Date, any taxes to which such Lender is subject on the date it becomes a party hereto (other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date referred to in clause (iv) above as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein such Bank is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such nonexcluded taxes, levies, imposts, duties, fees, assessments or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), charges being herein referred to collectively as “Tax” or “"Taxes”"). If the Borrower is required by law to make any deduction or withholding of any Taxes from any are so levied or imposed, the Company agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due hereunder under this Agreement or under any of the Loan Documents, then the amount payable will be increased to such amount whichNote, after withholding or deduction from such increased amount for or on account of all such Taxes required to be withheld or deducted therefromany Taxes, will not be less than the amount due provided for herein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Company 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 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 hereunder had 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; PROVIDED, HOWEVER, that no such reimbursement shall be required unless such Bank determines that the amount of such Taxes exceeds the amount of any credit, allowance or deduction allowable to such Bank as an offset against any Taxes payable on behalf of such Bank and in such event reimbursement shall not be required in any amount greater than such excess. The Company will furnish to the Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Company. The Company agrees to indemnify and hold harmless each Bank and the Agent, and reimburse such Bank and the Agent upon its written request, for the amount of any Taxes so levied or withholding been requiredimposed and paid by such Bank or the Agent. A certificate as to the amount of any additional amounts payable to a Lender under this Section 4.7 submitted to the Borrower such required indemnification payment prepared by such Lender Bank or the Agent shall show in reasonable detail the amount payable and the calculations used to determine in good faith such amount and shall, absent manifest error, be final, conclusive and binding upon for all parties heretopurposes absent manifest error.

Net Payments. (a) All payments made by or on account of any obligation of the Borrower hereunder or any Guarantor will be made free and clear of, and without deduction or withholding for, any Taxes with respect to such payments, unless required by applicable law. If any Taxes are required to be withheld or deducted, the Borrower or Guarantor, if applicable, agrees to pay the full amount of such Taxes to the relevant Governmental Authority and, if such Tax is an Indemnified Tax, such additional amounts to the recipient as may be necessary so that every payment of all amounts due under this Agreement or under any Loan Document will be made without setoff, counterclaim or other defense. All payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall be made by the Borrower free and clear of and without deduction or withholding for or on account of any present or future tax, duty, levy, impost, assessment or other charge of whatever nature now or hereafter imposed by any Governmental Authority, but excluding therefrom (i) any tax imposed on or measured by the overall net income (including franchise taxes imposed in lieu of net income taxes) of the Lender or the lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender is incorporated or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States or any state thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and with respect to any Lender that becomes a party hereto after the Closing Date, any taxes to which such Lender is subject on the date it becomes a party hereto (other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date referred to in clause (iv) above as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “Taxes”). If the Borrower is required by law to make any deduction or withholding of any Taxes from any payment due hereunder or under any of the Loan Documents, then the amount payable will be increased to such amount which, after deduction from such increased amount of all such Taxes required to be withheld or deducted therefrom, will not be less than the amount due provided for herein or in such Loan Document after withholding or deduction for or on account of such Indemnified Taxes (including such deductions and withholdings applicable to additional sums payable hereunder had under this Section 4.4(a)). As soon as practicable after any payment of Taxes, but in no event later than 45 days after the date of the payment of any Taxes, the relevant Borrower or Guarantor will furnish to the Administrative Agent certified copies of the receipt issued by the relevant Governmental Authority evidencing such deduction payment by such Borrower or withholding been requiredGuarantor, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. The relevant Borrower or Guarantor agrees to indemnify and hold harmless the Administrative Agent and each Lender, and to reimburse such Person for the full amount of any Indemnified Taxes so levied or imposed (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 4.4(a)) and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed by the relevant Governmental Authority and paid by such Person, within 10 days after written demand therefor. A certificate as to the amount of such payment or liability and the reasons therefor in reasonable detail delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. The relevant Borrower or Guarantor shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any additional amounts payable Other Taxes. (b) Without limiting the generality of Section 4.4(c), each Lender and the Administrative Agent that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. federal income tax purposes, agrees to deliver to the Borrower and the Administrative Agent (or in the case of the Administrative Agent, to the Borrower) on or prior to the date it becomes a party to this Agreement, two accurate, complete and executed originals of Internal Revenue Service Form W‑9 certifying to such Person’s NYDOCS02/1076196.5 30 entitlement to exemption from United States federal backup withholding, unless such Lender demonstrates that it is treated as an exempt recipient under Treasury Regulation Section 1.6049‑4(c)(1)(ii). Each Lender and the Administrative Agent that is not a United States Person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. federal income tax purposes (each, a “Foreign Lender”) agrees to deliver to the Borrower and the Administrative Agent (or in the case of the Administrative Agent, to deliver to the Borrower) on or prior to the date it becomes a party to this Agreement, whichever of the following is applicable: (i) two accurate, complete and executed originals of Internal Revenue Service Form W‑8ECI, or any subsequent versions thereof or successors thereto; (ii) two accurate, complete and executed originals of Internal Revenue Service Form W‑8BEN or Form W-8BEN-E or any subsequent versions thereof or successors thereto, certifying to such Person’s entitlement as of such date to a complete exemption from, or reduction of, United States withholding tax with respect to payments to be made under this Agreement and under any Term Note; (iii) two accurate, complete and executed originals of Internal Revenue Service Form W‑8IMY, or any subsequent versions thereof of successors thereto, and all required supporting documentation; or (iv) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code: (A) two executed certificates providing that such Foreign Lender is not (1) a “bank” within the meaning of Section 881(c)(3)(A) of the Code; (2) a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code; or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code, which certificates shall be substantially in the form of Exhibit F (any such certificate, a “Non‑Bank Certificate”) and (B) two accurate, complete and executed originals of Internal Revenue Service Form W‑8BEN or Form W-8BEN-E (with respect to the portfolio interest exemption) (or any subsequent versions thereof or successors thereto) 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 Term Note. In addition, the Administrative Agent and each Lender agrees that from time to time after the Closing Date, when a change in circumstances renders the previous certification inaccurate in any material respect, it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN or Form W-8BEN-E (with respect to the benefits of any income tax treaty), Form W-8BEN or Form W-8BEN-E (with respect to the portfolio interest exemption) and a Non-Bank Certificate, or Form W-9, as the case may be (or any subsequent versions thereof or successors thereto), in order to confirm or establish its continued entitlement to a complete exemption from United State withholding tax or backup withholding with respect to payments under this Agreement and any Term Note, or it shall promptly notify the Borrower and the Administrative NYDOCS02/1076196.5 31 Agent (if applicable) of its inability to deliver any such form or certificate pursuant to this Section 4.4 (b). (c) If any Lender or the Administrative Agent is entitled to an exemption from or reduction in withholding Tax with respect to payments under this Agreement and any Term Note, then such Lender and the Administrative Agent agree to deliver to the Borrower and the Administrative Agent upon request such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate of withholding. (d) If a payment made to a Lender under this any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 4.7 submitted 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender shall show in reasonable detail has complied with such Lender’s obligations under FATCA or to determine the amount payable to deduct and withhold from such payment. Solely for purposes of this Section 4.4(d), FATCA shall include any amendments made to FATCA after the calculations used date of this Agreement. (e) If the Borrower or a Guarantor pays any additional amount or makes any indemnity payment under this Section 4.4 to determine a Lender or the Administrative Agent and such Lender or the Administrative Agent determines in its sole discretion exercised in good faith that it has received any refund of Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower or any Guarantor (a “Refund”), such Lender or the Administrative Agent shall pay to the Borrower or such Guarantor, as the case may be, such Refund (but only to the extent of indemnity payments made under this Section 4.4 with respect to Indemnified Taxes and Other Taxes giving rise to such Refund) net of all out of pocket expenses (including taxes) in respect of such Refund and without interest; provided, however, that (i) any Taxes, costs, penalties, interest or other charges that are imposed on a Lender or the Administrative Agent as a result of a disallowance or reduction of any Refund with respect to which such Lender or the Administrative Agent has made a payment to the Borrower or the Guarantor pursuant to this Section 4.4(e) (and any interest or penalties imposed thereon) shall be treated as a Tax for which the Borrower or Guarantor, as the case may be, is obligated to indemnify such Lender or the Administrative Agent pursuant to this Section 4.4 without any exclusions or defenses; (ii) nothing in this Section 4.4(e) shall require any Lender or the Administrative Agent to disclose any confidential information to the Borrower or the Guarantor (including, without limitation, its tax returns); (iii) no Lender or the Administrative Agent shall be required to pay any amounts pursuant to this Section 4.4(e) at any time which a Default or Event of Default exists (provided that such amounts shall be credited against amounts otherwise owed under this Agreement by the Borrower or Guarantor); and (iv) notwithstanding anything to the contrary in this Section 4.4(e), in no event will the Lender or Administrative Agent be required to pay any amount and shall, absent manifest error, be final, conclusive and binding upon all parties heretoto the Borrower or Guarantor the NYDOCS02/1076196.5 32 payment of which would place the Lender or Administrative Agent in a less favorable net after-tax position than the Lender or Administrative Agent would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. SECTION 5.

Net Payments. (a) All payments made by the Borrower hereunder or Issuers hereunder, under any Loan Document Note or any other Note Document, will be made without setoff, counterclaim or other defense. All payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authorityjurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, but excluding therefrom (i) except as provided in the second succeeding sentence, any tax imposed on or measured by the overall net income (including or net profits of a Purchaser, franchise taxes imposed in lieu of net income taxes) of the Lender or the lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender is incorporated or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is locatedon such Purchaser, (ii) any branch profits tax imposed by the United States or any and business activities taxes and similar tax imposed by the jurisdiction in which the Borrower is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States or any state thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on Purchaser) (all such date nonexcluded taxes, levies, imposts, duties, fees, assessments, and with respect to any Lender that becomes a party hereto after the Closing Date, any taxes to which such Lender is subject on the date it becomes a party hereto (other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date charges being referred to in clause (iv) above collectively as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “Taxes”). If any Taxes are so levied or imposed, the Borrower is required Issuers jointly and severally agree to pay the full amount of such Taxes and such additional amounts as may be necessary so that every payment by law to make it of all amounts due hereunder, under any Note or under any other Note Document, after withholding or deduction for or withholding on account of any Taxes from any payment due hereunder or under any of the Loan Documents, then the amount payable will be increased to such amount which, after deduction from such increased amount of all such Taxes required to be withheld or deducted therefrom, will not be less than the amount due and provided for herein or in such Note or in such other Note Document. If any amounts are payable hereunder had no such deduction or withholding been required. A certificate as to any additional amounts payable to a Lender under this Section 4.7 submitted in respect of Taxes pursuant to the Borrower preceding sentence, the Issuers jointly and severally agree to reimburse each Purchaser, upon the written request of such Purchaser for taxes imposed on or measured by the net income or profits of such Purchaser pursuant to the laws of the jurisdiction in which such Purchaser is organized or in which the principal office of such Purchaser is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office of such Purchaser is located and for any withholding of income or similar taxes imposed by the United States of America as such Purchaser shall determine are payable by, or withheld from, such Purchaser in respect of such amounts so paid to or on behalf of such Purchaser pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Purchaser pursuant to this sentence, which request shall be accompanied by a statement from such Purchaser setting forth, in reasonable detail, the computations used in determining such amounts. The Issuers will furnish to the applicable Purchaser within 45 days after the date the payment of any Taxes, or any withholding or deduction on account thereof, is due pursuant to Requirements of Law, certified copies of tax receipts, or other evidence satisfactory to the respective Purchaser, evidencing such payment by the Issuers. The Issuers shall jointly and severally indemnify and hold harmless each Purchaser and the Note Agent upon its written request, for the amount of any Taxes attributable to the Issuers so levied or imposed and paid or withheld by such Lender shall show in reasonable detail the amount payable and the calculations used to determine in good faith such amount and shall, absent manifest error, be final, conclusive and binding upon all parties heretoPurchaser.

Net Payments. (a) All payments made by the each Borrower hereunder or and under any Loan Document Note will be made without setoff, counterclaim or other defense. All Except as provided in Section 4.04(b), all such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authorityjurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, but excluding therefrom (i) except as provided in the second succeeding sentence, any tax imposed on or measured by the overall net income (including franchise taxes imposed or net profits of a Lender and, in lieu the case of net a Lender that is a flow-through entity for US federal income taxes) tax purposes, the relevant member or partner of such Lender pursuant to the Lender or the lending office laws of the Lender in respect of which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender is incorporated or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower is locatedit or, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States or any state thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunderthat is a flow-through entity for US federal income tax purposes, (iv) any taxes to which the Lender is subject (to the extent relevant member or partner of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and with respect to any Lender that becomes a party hereto after the Closing Date, any taxes to which such Lender is subject on the date it becomes a party hereto (other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to organized or in which the Lender becomes subject subsequent to the date referred to in clause (iv) above as a result of a change in the residence, place of incorporation, principal office or principal place of business of the Lender, a change in the branch or applicable lending office of the such Lender participating or, in the transactions set forth herein or other similar circumstances or as case of a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result flow-through entity for US federal income tax purposes, the relevant member or partner of a Lender’s failure to comply with the provisions of Section 4.7(dsuch Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxescollectively, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “Taxes”). If any Taxes are so levied or imposed, such Borrower agrees to pay the Borrower is required by law to make full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement and under any Note, after withholding or deduction for or withholding on account of any Taxes from any payment due hereunder or under any of the Loan Documents, then the amount payable will be increased to such amount which, after deduction from such increased amount of all such Taxes required to be withheld or deducted therefromTaxes, will not be less than the amount due and provided for herein or in such Note. If any amounts are payable hereunder had no in respect of Taxes pursuant to the preceding sentence, then such deduction Borrower agrees to reimburse each Lender, upon the written request of such Lender, for taxes imposed on or withholding been required. A certificate as to any additional amounts payable to measured by the net income or net profits of such Lender or, in the case of a Lender under this Section 4.7 submitted that is a flow-through entity for US federal income tax purposes, the relevant member or partner of such Lender pursuant to the laws of the jurisdiction in which it or, in the case of a Lender that is a flow-through entity for US federal income tax purposes, the relevant member or partner of such Lender is organized or in which the principal office or applicable lending office of such Lender or, in the case of a Lender that is a flow-through entity for US federal income tax purposes, the relevant member or partner of such 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 any such jurisdiction as such Lender or, in the case of a Lender that is a flow-through entity for US federal income tax purposes, the relevant member or partner of such Lender shall determine are payable by, or withheld from, such Lender or, in the case of a Lender that is a flow-through entity for US federal income tax purposes, the relevant member or partner of such Lender in respect of such amounts so paid to or on behalf of such Lender or, in the case of a Lender that is a flow-through entity for US federal income tax purposes, the relevant member or partner of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender or, in the case of a Lender that is a flow-through entity for US federal income tax purposes, the relevant member or partner of such Lender 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 (or if such receipts are unavailable, such other evidence reasonably satisfactory to the Administrative Agent). Each Borrower agrees to indemnify and hold harmless each Lender, and to reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender shall show or, in reasonable detail the amount payable and case of a Lender that is a flow-through entity for US federal income tax purposes, the calculations used to determine in good faith relevant member or partner of such amount and shall, absent manifest error, be final, conclusive and binding upon all parties heretoLender.

Net Payments. (a) All payments made by the Borrower hereunder hereunder, under any Note or under any Loan other Credit Document will be made without setoff, counterclaim or other defense. All Except as provided in Section 4.04(b), all such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authorityjurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, but excluding therefrom (i) except as provided in the second succeeding sentence, any tax imposed on or measured by the overall net income (including or net profits or franchise taxes imposed in lieu of based on net income taxes) of a Lender pursuant to the laws of the Lender country in which it is organized or the country in which the principal office or applicable lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender is incorporated or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States or any state thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and with respect to any Lender that becomes a party hereto after the Closing Date, any taxes to which such Lender is subject on the date it becomes a party hereto located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date charges being referred to in clause (iv) above collectively as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “Taxes”). If any Taxes are so levied or imposed, the Borrower is required by law agrees, subject to make Section 13.17 (to the extent applicable), to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement, under any deduction or withholding of any Taxes from any payment due hereunder Note or under any of the Loan Documents, then the amount payable will be increased to such amount whichother Credit Document, after withholding or deduction from such increased amount for or on account of all such Taxes required to be withheld or deducted therefromany Taxes, will not be less than the amount due provided for herein, in such Note or in such other Credit Document. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Lender, within 10 days of the written request of such Lender, for taxes imposed on or measured by the net income and net profits and franchise taxes imposed on net income of such Lender pursuant to the laws of the country in which it is organized or the country in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such country in which it is organized or the country in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall determine are payable hereunder had no by, or withheld from, such deduction Lender in respect of such amounts so paid to or withholding been requiredon behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. A certificate as to If the Borrower pays any additional amounts payable amount under this Section 4.04 to a Lender under this Section 4.7 submitted 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 liabilities for Taxes in or with respect to the taxable year in which the additional amount is paid (a “Tax Benefit”), such Lender shall pay to the Borrower an amount that the Lender shall, in its sole discretion, determine is equal to the net benefit, after tax, which was obtained by such Lender in such year as a consequence of such Tax Benefit; provided, however, that (i) any Lender may determine, in its sole discretion consistent with the policies of such Lender, whether to seek a Tax Benefit; (ii) any Taxes that are imposed on a Lender as a result of a disallowance or reduction (including through the expiration of any tax credit carryover or carryback of such Lender that otherwise would not have expired) of any Tax Benefit with respect to which such Lender has made a payment to the Borrower pursuant to this Section 4.04(a) shall show be treated as Taxes for which the Borrower is obligated to indemnify such Lender pursuant to this Section 4.04 without any exclusions or defenses; and (iii) nothing in reasonable detail this Section 4.04(a) shall require any Lender to disclose any confidential information to the Borrower (including, without limitation, such Lender’s tax returns). The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender within 10 days of its written request, for the amount payable of any Taxes so levied or imposed and the calculations used to determine in good faith paid by such amount and shall, absent manifest error, be final, conclusive and binding upon all parties heretoLender.

Net Payments. (a) All payments made by the Borrower hereunder or under any Lender Note or Loan Document will shall be made without setoff, counterclaim or other defense. All Except as provided in subsection 3.6(b), all such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authorityjurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, but excluding therefrom (i) except as provided in the second succeeding sentence, any tax imposed on or measured by the overall net income (including or net profits of and any franchise taxes tax imposed on or in lieu of taxes on net income taxes) of the a Lender or the Administrative Agent pursuant to the laws of the jurisdiction in which such Lender or the Administrative Agent, as the case may be (each, a "Lending Party"), is organized or managed and controlled or the jurisdiction in which the principal office or applicable lending office of such Lending Party is located, managed or controlled or any subdivision or taxing authority thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes, and such additional amounts, if any, as may be necessary so that every payment of all amounts due under this Agreement or under any Lender Note or Loan, after withholding or deduction for or on account of any Taxes, shall not be less than the amount provided for herein or in such Lender Note or Loan. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Lending Party, upon the written request of such Lender, for taxes imposed on or measured by the net income or net profits of and any franchise tax imposed on or in lieu of taxes on net income of such Lender pursuant to the laws of the jurisdiction in which it is organized or managed and controlled or the jurisdiction in which the payment principal office or applicable lending office of such Lender is made by located or under the United States or by the jurisdiction (or laws of any political subdivision or taxing authority thereof) of any such jurisdiction in which the Lender it is incorporated organized or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower principal office is organized or managed and controlled or the jurisdiction in which the principal office or applicable lending office of such Lender is located, (iii) managed or controlled, and for any withholding of taxes as such Lending Party shall determine are payable by, or withheld from, such Lender, in the case respect of any Lender organized under the laws such amounts so paid to or on behalf of any jurisdiction other than the United States or any state thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and with respect to any Lender that becomes a party hereto after the Closing Date, any taxes to which such Lender is subject on the date it becomes a party hereto (other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms preceding sentence and in respect of any amounts paid to or on behalf of such Lending Party pursuant to this Agreement), (v) taxes to which the Lender becomes subject subsequent sentence. The Borrower shall furnish to the Administrative Agent within thirty (30) days after the date referred to in clause (iv) above as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “Taxes”). If the Borrower is required by law to make any deduction or withholding payment of any Taxes from any is due pursuant to applicable law certified copies of tax receipts evidencing such payment due hereunder or under any of by the Loan DocumentsBorrower. The Borrower agrees to indemnify and hold harmless each Lending Party, then and reimburse such Lending Party upon its written request, for the amount payable will be increased to such amount which, after deduction from such increased amount of all such any Taxes required to be withheld so levied or deducted therefrom, will not be less than the amount due imposed and payable hereunder had no such deduction or withholding been required. A certificate as to any additional amounts payable to a Lender under this Section 4.7 submitted to the Borrower paid by such Lending Party. Such indemnification shall be made within thirty (30) days after the date any Lender shall show in reasonable detail the amount payable and the calculations used to determine in good faith such amount and shall, absent manifest error, be final, conclusive and binding upon all parties heretomakes written demand therefor.

Net Payments. (a) All payments made by the Borrower hereunder or under any Loan Document Note will be made without setoff, counterclaim or other defense. All Except as provided in Section 4.04(b), all such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authorityjurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, but excluding therefrom (i) except as provided in the second succeeding sentence, any tax imposed on or measured by the overall net income (including franchise taxes imposed in lieu or net profits of net income taxes) a Bank pursuant to the laws of the Lender or the lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender it is incorporated organized or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower principal office or applicable lending office of such Bank is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States located or any state subdivision thereof (including the District of Columbia)or therein) and all interest, any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty penalties or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and similar liabilities with respect to any Lender that becomes a party hereto after the Closing Datesuch non-excluded taxes, any taxes to which levies, imposts, duties, fees, assessments or other charges (all such Lender is subject on the date it becomes a party hereto (non-excluded taxes, levies, imposts, duties, fees, assessments or other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date charges being referred to in clause (iv) above collectively as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “"Taxes”"). If any Taxes are so levied or imposed, the Borrower is required by law agrees to make any deduction or withholding pay the full amount of any Taxes from any such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due hereunder under this Agreement or under any of the Loan Documents, then the amount payable will be increased to such amount whichNote, after withholding or deduction from such increased amount for or on account of all such Taxes required to be withheld or deducted therefromany Taxes, will not be less than the amount due and payable hereunder had no provided for herein or in such deduction or withholding been required. A certificate as Note; provided, however, that the Borrower shall not be required to increase any additional such amounts payable to a any such Lender under this if such Lender fails to comply with the requirements of Section 4.7 submitted 4.04(b) to the extent the failure by any such Lender to comply with the requirements of Section 4.04(b) results in amounts payable. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, 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 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 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. The Borrower will furnish to the Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Bank, and reimburse such Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender shall show in reasonable detail the amount payable and the calculations used to determine in good faith such amount and shall, absent manifest error, be final, conclusive and binding upon all parties heretoBank.

Net Payments. (a) All payments made by the Borrower hereunder or under any Loan Document Note will be made without setoff, counterclaim or other defense. All Except as provided in Section 4.04(b), all such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authorityjurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, but excluding therefrom (i) except as provided in the second succeeding sentence, any tax imposed on or measured by the overall net income (including or profits of a Bank, or any franchise taxes imposed in lieu of tax based on the net income taxes) or profits of a Bank, in either case pursuant to the Lender or the lending office laws of the Lender in respect of which the payment is made by the United States or by of America, the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender it is incorporated organized or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States principal office or any state thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and with respect to any Lender that becomes a party hereto after the Closing Date, any taxes to which such Lender is subject on the date it becomes a party hereto (other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date referred to in clause (iv) above as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein such Bank is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imports, duties, fees, assessments or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), charges being herein referred to collectively as “Tax” or “"Taxes”"). If any such Taxes are so levied or imposed, the Borrower is required by law agrees to make any deduction or withholding pay the full amount of any Taxes from any such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due hereunder under this Agreement or under any of the Loan Documents, then the amount payable will be increased to such amount whichNote, after withholding or deduction from such increased amount for or on account of all such Taxes required to be withheld or deducted therefromany Taxes, will not be less than the amount due and provided for herein or in such Note. If any amounts are payable hereunder had no such deduction or withholding been required. A certificate as to any additional amounts payable to a Lender under this Section 4.7 submitted in respect of Taxes pursuant to the preceding sentence, 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, or any franchise tax based on the net income or profits of such Bank, in either case pursuant to the laws of the jurisdiction in which 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 of America 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. The Borrower will furnish to the Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Bank, and reimburse such Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender shall show in reasonable detail the amount payable and the calculations used to determine in good faith such amount and shall, absent manifest error, be final, conclusive and binding upon all parties heretoBank.

Net Payments. (a) All payments made by the Borrower hereunder or ------------ under any Loan Document Note will be made without setoff, counterclaim or other defense. All Except as provided in Section 4.04(b), all such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authorityjurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, but excluding therefrom (i) except as provided in the second succeeding sentence, any tax imposed on or measured by the overall net income (including franchise taxes imposed in lieu or net profits of net income taxes) a Lender pursuant to the laws of the Lender or the lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender it is incorporated organized or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower principal office or applicable lending office of such Lender is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States located or any state subdivision thereof (including the District of Columbia)or therein) and all interest, any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty penalties or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and similar liabilities with respect to any Lender that becomes a party hereto after the Closing Datesuch non- excluded taxes, any taxes to which levies, imposts, duties, fees, assessments or other charges (all such Lender is subject on the date it becomes a party hereto (non-excluded taxes, levies, imposts, duties, fees, assessments or other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date charges being referred to in clause (iv) above collectively as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “"Taxes”"). If any Taxes are so levied or imposed, the Borrower is required by law agrees to make any deduction or withholding pay the full amount of any Taxes from any such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due hereunder under this Agreement or under any of the Loan Documents, then the amount payable will be increased to such amount whichNote, after withholding or deduction from such increased amount for or on account of all such Taxes required to be withheld or deducted therefromany Taxes, will not be less than the amount due and provided for herein or in such Note. If any amounts are payable hereunder had no such deduction or withholding been required. A certificate as to any additional amounts payable to a Lender under this Section 4.7 submitted in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for taxes imposed on or measured by the net income or net profits of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall show determine are payable by, or withheld from, such Lender, in reasonable detail respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount payable of any Taxes so levied or imposed and paid by such Lender, other than penalties, additions to tax, interest and expenses to the calculations used to determine in good faith extent arising as a result of the willful misconduct or gross negligence of such amount and shall, absent manifest error, be final, conclusive and binding upon all parties heretoLender (as finally determined by a court of competent jurisdiction).

Net Payments. (a) All payments made by the Borrower hereunder or under any Loan Document Note will be made without setoff, counterclaim or other defense. All such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authority, jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payment (but excluding therefrom (i) any tax imposed on or measured by the overall net income (including franchise taxes imposed in lieu of net income taxes) any Bank pursuant to the laws of the Lender or the lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereofthereof or therein) in which the Lender is incorporated or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending principal office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States or any state thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and with respect to any Lender that becomes a party hereto after the Closing Date, any taxes to which such Lender is subject on the date it becomes a party hereto (other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date referred to in clause (iv) above as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating such Bank is located or in the transactions set forth herein which such Bank is organized) or other any interest, penalties or similar circumstances or as a result of the recognition by the Lender of gain on the saleliabilities with respect thereto (collectively, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “"Taxes”"). If any Taxes are so levied or imposed, the Borrower is required by law agrees to make any deduction or withholding pay the full amount of any such Taxes from any and such additional amounts as may be necessary so that every payment of all amounts due hereunder or under any of the Loan Documents, then the amount payable will be increased to such amount whichNote, after withholding or deduction from such increased amount for or on account of all such Taxes required to be withheld or deducted therefromany Taxes, will not be less than the amount provided for herein or in such Note. The Borrower shall also reimburse each Bank, upon its written request (which request shall set forth the basis for calculation of such reimbursement), 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 its principal office or lending office is located or in which such Bank is organized as it shall determine are payable by it in respect of amounts paid to or on behalf of such Bank pursuant to the preceding sentence 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. The Borrower will furnish to the applicable Bank within 45 days after the date the payment of any Taxes is due and payable hereunder had no such deduction or withholding been required. A certificate as pursuant to applicable law certified copies of any additional amounts payable to a Lender under this Section 4.7 submitted tax receipts available to the Borrower evidencing such payment by the Borrower. The Borrower 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 Lender shall show in reasonable detail the amount payable and the calculations used to determine in good faith such amount and shall, absent manifest error, be final, conclusive and binding upon all parties heretoBank.

Net Payments. (a) All payments made by the Borrower hereunder or under any Loan Document will this Agreement shall be made without setoff, setoff or counterclaim or other defense. All and in such amounts as may be necessary in order that all such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall be made by the Borrower free and clear of and without after deduction or withholding for or on account of any present or future taxtaxes, dutylevies, levyimposts, impost, assessment duties or other charge charges of whatever whatsoever nature now or hereafter imposed by any Governmental Authority, but excluding therefrom (i) any tax imposed on or measured by the overall net income (including franchise taxes imposed in lieu of net income taxes) of the Lender or the lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction (government or any political subdivision or taxing authority thereofthereof (herein collectively called the "Taxes") other than any Taxes on or measured by the net income, net worth or shareholders' capital of a Bank or a Participant pursuant to the income tax laws of the jurisdiction where such Bank's principal or lending office is located or where such Participant's principal or participating office is located) shall not be less than the amounts otherwise specified to be paid under this Agreement; provided that if any Bank or any Participant fails to comply with the applicable provisions of Section 10.06(g) hereof or paragraph (b) of this Section 2.11, as the case may be, then, all such payments to such Bank or to any Bank which has sold a participation pursuant to Section 10.06(b) hereof shall be net of any amounts the Company is required to withhold under applicable law. For a Bank to be entitled to compensation pursuant to this Section 2.11 (i) in which the Lender is incorporated case of compensation for United States Federal income or withholding Taxes in respect of any Interest Period, such Bank must notify the jurisdiction Company within 30 days after the end of such Interest Period and (ii) in the case of compensation for any United States Tax other than a United States Federal income or withholding Tax in respect of any Interest Period, such Bank must notify the Company within 30 days after such Bank receives a written claim for such Tax from any government, political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States or any state thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and with respect to any Lender that becomes a party hereto after the Closing Date, any taxes to which such Lender is subject on the date it becomes a party hereto (other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date referred to in clause (iv) above as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “Taxes”). If the Borrower is required by law to make any deduction or withholding of any Taxes from any payment due hereunder or under any of the Loan Documents, then the amount payable will be increased to such amount which, after deduction from such increased amount of all such Taxes required to be withheld or deducted therefrom, will not be less than the amount due and payable hereunder had no such deduction or withholding been requiredInterest Period. A certificate as to any additional amounts payable to a Lender any Bank under this Section 4.7 2.11 submitted to the Borrower Company by such Lender Bank shall show in reasonable detail the amount payable and the calculations used to determine in good faith such amount and shall, absent manifest error, shall be final, conclusive and binding upon all the parties hereto., in the absence of manifest error. With respect to each deduction or withholding for or on account of any Taxes, the Company shall promptly (and in any event not later than 45 days thereafter) furnish to each Bank such certificates, receipts and

Net Payments. (a) All payments made by the Borrower hereunder or Borrowers hereunder, under any Loan Document Note or any other Credit Document, will be made without setoff, counterclaim or other defense. All Unless required by law, all such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authorityjurisdiction or by any political subdivision or taxing authority thereof or therein. If any taxes are so levied or imposed (but excluding, but excluding therefrom with respect to the Administrative Agent, the Arrangers, the Syndication Agent, any Lender or any other recipient of any such payment, (i) any tax imposed on or measured by the overall net income (including or any franchise taxes imposed in lieu of tax based on net income taxesor gross income) of such recipient pursuant to the Lender or the lending office laws of the Lender in respect of which the payment is made by the United States or by of the jurisdiction (or any political subdivision or taxing authority thereofthereof or therein) under which such recipient is organized or in which the Lender is incorporated principal office or the jurisdiction (or political subdivision or taxing authority thereof) in which its applicable lending office of such recipient is located, located or (ii) any branch profits tax taxes imposed by the United States or any similar tax imposed by under the laws of any political subdivision or taxing authority of any such jurisdiction in which the Borrower is located) and all interest, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States penalties or any state thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and similar liabilities with respect to any Lender that becomes a party hereto after the Closing Datethereto (collectively, any taxes to which such Lender is subject on the date it becomes a party hereto (other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date referred to in clause (iv) above as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “Taxes”). If , the Borrower is required by law Borrowers agree to make pay or cause to be paid the full amount of such Taxes and such additional amounts (after payment of all Taxes) as may be necessary so that every payment of all amounts due hereunder, under any deduction or withholding of any Taxes from any payment due hereunder Note or under any of the Loan Documents, then the amount payable will be increased to such amount whichother Credit Document, after withholding or deduction from such increased amount for or on account of all such Taxes required to be withheld or deducted therefromany Taxes, will not be less than the amount due and payable hereunder had no provided for herein or in such deduction Note or withholding been required. A certificate as in such other Credit Document, provided, however, that the Borrowers shall not be required to increase any additional such amounts payable to any Lender with respect to any Taxes (i) that are attributable to such Lender’s failure to comply with the requirements of Section 4.4(b) or (ii) that are United States withholding taxes imposed on amounts payable to such Lender at the time the Lender becomes a party to this Agreement (or designates a new lending office), except to the extent that such Lender under (or its assignor, if any) was entitled, at the time of assignment (or designation of a new lending office), to receive additional amounts from the Borrowers with respect to such Taxes pursuant to this Section 4.7 submitted 4.4(a). The Borrowers will furnish to the Borrower Administrative Agent within 45 days after the date the payment of any Taxes, or any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrowers. The Borrowers will indemnify and hold harmless the Administrative Agent and each Lender, and reimburse the Administrative Agent or such Lender shall show in reasonable detail upon its written request, for the amount payable of any Taxes levied or imposed and paid or withheld by the calculations used Administrative Agent or such Lender, provided however, that the Borrowers shall not be obligated to determine reimburse the Administrative Agent or such Lender in good faith respect of penalties, interest or similar liabilities attributable to any such amount and shallTaxes if (i) such penalties, absent manifest errorinterest or similar liabilities are attributable to a failure or delay by the Administrative Agent or such Lender to make a written request therefor or (ii) such penalties, be finalinterest or similar liabilities have accrued after the Borrowers had indemnified the Administrative Agent or such Lender for the Taxes to which such penalties, conclusive and binding upon all parties heretointerest or similar liabilities are attributable.

Net Payments. (a) All payments made by the Borrower hereunder or hereunder, under any Loan Note and any other Credit Document will be made without setoff, counterclaim or other defense. All Except as provided in Section 4.04(b), all such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authorityjurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, but excluding therefrom (i) except as provided in the second succeeding sentence, any tax imposed on or measured by the overall net income (including or profits of a Bank or any franchise taxes imposed in lieu of tax based on the net income taxes) of a Bank pursuant to the laws of the Lender or the lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender it is incorporated organized or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States principal office or any state thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and with respect to any Lender that becomes a party hereto after the Closing Date, any taxes to which such Lender is subject on the date it becomes a party hereto (other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date referred to in clause (iv) above as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein such Bank is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imports, duties, fees, assessments or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), charges being herein referred to collectively as “Tax” or “"Taxes”"). If any Taxes are so levied or imposed, the Borrower is required by law agrees to make any deduction or withholding pay the full amount of any Taxes from any such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due hereunder under this Agreement or under any of the Loan Documents, then the amount payable will be increased to such amount whichNote, after withholding or deduction from such increased amount for or on account of all such Taxes required to be withheld or deducted therefromany Taxes, will not be less than the amount due and provided for herein or in such Note. If any amounts are payable hereunder had no such deduction or withholding been required. A certificate as to any additional amounts payable to a Lender under this Section 4.7 submitted in respect of Taxes pursuant to the two preceding sentences, 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 or any franchise tax based on the net income of such Bank pursuant to the laws of the jurisdiction in which the principal office or applicable lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office or applicable lending office of such Bank is located and for any withholding of income or similar taxes imposed by the United States of America 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 two sentences and in respect of any amounts paid to or on behalf of such Bank pursuant to this sentence. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Bank, and reimburse such Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender shall show in reasonable detail the amount payable and the calculations used to determine in good faith such amount and shall, absent manifest error, be final, conclusive and binding upon all parties heretoBank.

Net Payments. (a) All payments made by the Borrower any Obligor hereunder or under any Loan Document Note or any Guarantee will be made without setoff, counterclaim or other defense. All Except as provided in Section 5.06(b), all such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future tax, duty, levy, impost, assessment or other charge of whatever nature Taxes now or hereafter imposed by any Governmental Authority, but excluding therefrom (i) any tax imposed on or measured by the overall net income (including franchise taxes imposed in lieu of net income taxes) of the Lender or the lending office of the Lender in respect of which the payment is made by the United States Authority or by the jurisdiction (or any political politi cal subdivision or taxing authority thereof) in which the Lender is incorporated taxxxx xxxxxrity thereof or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States or any state thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and therein with respect to such payments (but excluding any Lender that becomes a party hereto after the Closing DateExcluded Tax) and all interest, any taxes to which penalties or similar liabilities with respect thereto (all such Lender is subject on the date it becomes a party hereto Taxes (other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (vExcluded Taxes) taxes to which the Lender becomes subject subsequent to the date being referred to in clause (iv) above collectively as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “"Covered Taxes”"). If any Covered Taxes are so levied or imposed, each Obligor agrees on a joint and several basis to pay the Borrower is required by law to make any deduction or withholding full amount of any Taxes from any such Covered Taxes, and such additional amounts as may be necessary so that every payment of all amounts due hereunder under this Agreement, the Guarantees or under any of the Loan Documents, then the amount payable will be increased to such amount whichNote, after withholding or deduction from such increased amount for or on account of all such Taxes required to be withheld or deducted therefromany Covered Taxes, will not be less than the amount due provided for herein or in such Note. If any amounts are payable in respect of Covered Taxes pursuant to the preceding sentence, each Obligor agrees, notwithstanding the definition of Excluded Taxes, to reimburse on a joint and payable hereunder had no several basis each Lender, upon the written request of such deduction Lender, (i) for Taxes imposed on or withholding been required. A certificate as measured by the net income or net profits of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or Applicable Lending Office of such Lender is located or under the laws of any additional amounts payable political subdivision or taxing authority of any such jurisdiction by reason of the making of payments in respect of Covered Taxes pursuant to a Lender under this Section 4.7 submitted (including pursuant to this sentence) and (ii) for any withholding of Taxes as such Lender shall determine are payable by, or withheld from, such Lender in respect of amounts paid in respect of Covered Taxes to or on behalf of such Lender pursuant to the Borrower preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. Each Obligor will furnish to Administrative Agent within 45 days after the date the payment of any Covered Taxes is due pursuant to applicable law certified copies of tax receipts or other documentation reasonably satisfactory to such Lender evidencing such payment by such Obligor. The Obligors agree to jointly and severally indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Covered Taxes so levied or imposed and paid by such Lender shall show in reasonable detail the amount payable and the calculations used any liability (including penalties, additions to determine in good faith such amount tax, interest and shall, absent manifest error, be final, conclusive and binding upon all parties heretoexpenses) arising therefrom or with respect thereto.

Net Payments. (a) All payments made by the Borrower any Obligor hereunder or under any Loan Document Note or any Guarantee will be made without setoff, counterclaim or other defense. All Except as provided in Section 5.06(b), all such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future tax, duty, levy, impost, assessment or other charge of whatever nature Taxes now or hereafter imposed by any Governmental Authority, but excluding therefrom (i) any tax imposed on or measured by the overall net income (including franchise taxes imposed in lieu of net income taxes) of the Lender or the lending office of the Lender in respect of which the payment is made by the United States Authority or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender is incorporated thereof or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States or any state thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and therein with respect to such payments (but excluding any Lender that becomes a party hereto after the Closing DateExcluded Tax) and all interest, any taxes to which penalties or similar liabilities with respect thereto (all such Lender is subject on the date it becomes a party hereto Taxes (other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (vExcluded Taxes) taxes to which the Lender becomes subject subsequent to the date being referred to in clause (iv) above collectively as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “"Covered Taxes”"). If any Covered Taxes are so levied or imposed, each Obligor agrees on a joint and several basis to pay the Borrower is required by law to make any deduction or withholding full amount of any Taxes from any such Covered Taxes, and such additional amounts as may be necessary so that every payment of all amounts due hereunder under this Agreement, the Guarantees or under any of the Loan Documents, then the amount payable will be increased to such amount whichNote, after withholding or deduction from such increased amount for or on account of all such Taxes required to be withheld or deducted therefromany Covered Taxes, will not be less than the amount due provided for herein or in such Note. If any amounts are payable in respect of Covered Taxes pursuant to the preceding sentence, each Obligor agrees, notwithstanding the definition of Excluded Taxes, to reimburse on a joint and payable hereunder had no several basis each Lender, upon the written request of such deduction Lender, (i) for Taxes imposed on or withholding been required. A certificate as measured by the net income or net profits of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or Applicable Lending Office of such Lender is located or under the laws of any additional amounts payable political subdivision or taxing authority of any such jurisdiction by reason of the making of payments in respect of Covered Taxes pursuant to a Lender under this Section 4.7 submitted (including pursuant to this sentence) and (ii) for any withholding of Taxes as such Lender shall determine are payable by, or withheld from, such Lender in respect of amounts paid in respect of Covered Taxes to or on behalf of such Lender pursuant to the Borrower preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. Each Obligor will furnish to Administrative Agent within 45 days after the date the payment of any Covered Taxes is due pursuant to applicable law certified copies of tax receipts or other documentation reasonably satisfactory to such Lender evidencing such payment by such Obligor. The Obligors agree to jointly and severally indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Covered Taxes so levied or imposed and paid by such Lender shall show in reasonable detail the amount payable and the calculations used any liability (including penalties, additions to determine in good faith such amount tax, interest and shall, absent manifest error, be final, conclusive and binding upon all parties heretoexpenses) arising therefrom or with respect thereto.

Net Payments. (a) All payments made by the Borrower hereunder or under any Loan Document Note will be made without setoff, counterclaim or other defense. All Except as provided in Section 4.04(b), all such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authorityjurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, but excluding therefrom (i) except as provided in the second succeeding sentence, any tax imposed on or measured by the overall net income (including franchise or net profits of a Bank and any taxes imposed solely on deposits or net assets of a Bank, in lieu of net income taxes) each case pursuant to the laws of the Lender or the lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender it is incorporated organized or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower principal office or applicable lending office of such Bank is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States located or any state subdivision thereof (including the District of Columbia)or therein) and all interest, any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty penalties or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and similar liabilities with respect to any Lender that becomes a party hereto after the Closing Datesuch non-excluded taxes, any 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 which such Lender is subject on the date it becomes a party hereto (other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreementcollectively as "NonExcluded Taxes"). Except as otherwise provided in Section 4.04(b), (v) taxes to which the Lender becomes subject subsequent to the date referred to in clause (iv) above as a result of a change in the residenceif any NonExcluded Taxes are so levied or imposed, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “Taxes”). If the Borrower is required by law agrees to make any deduction or withholding pay the full amount of any Taxes from any such NonExcluded Taxes, and such additional amounts as may be necessary so that every payment of all amounts due hereunder under this Agreement or under any of the Loan Documents, then the amount payable will be increased to such amount whichNote, after withholding or deduction from such increased amount for or on account of all such Taxes required to be withheld or deducted therefromany NonExcluded Taxes, will not be less than the amount due and provided for herein or in such Note. If any amounts are payable hereunder had no such deduction or withholding been required. A certificate as to any additional amounts payable to a Lender under this Section 4.7 submitted in respect of Non-Excluded Taxes pursuant to the preceding sentence, 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 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 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. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any NonExcluded Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Bank, and reimburse such Bank upon its written request, for the amount of any NonExcluded Taxes so levied or imposed and paid by such Lender shall show in reasonable detail the amount payable and the calculations used to determine in good faith such amount and shall, absent manifest error, be final, conclusive and binding upon all parties heretoBank.

Net Payments. (a) All payments made by the Parent Borrower hereunder or under any Loan Document Term Note will be made without setoff, counterclaim or other defense. All such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authorityjurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, but excluding therefrom (i) except as provided in the second succeeding sentence, any tax imposed on or measured by the overall net income (including franchise taxes imposed in lieu or net profits of net income taxes) a Lender pursuant to the laws of the Lender or the lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender it is incorporated organized or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower principal office or applicable lending office of such Lender is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States located or any state subdivision thereof (including the District of Columbia)or therein) and all interest, any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty penalties or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and similar liabilities with respect to any Lender that becomes a party hereto after the Closing Datesuch non-excluded taxes, any taxes to which levies, imposts, duties, fees, assessments or other charges (all such Lender is subject on the date it becomes a party hereto (non-excluded taxes, levies, imposts, duties, fees, assessments or other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date charges being referred to in clause (iv) above collectively, as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “"Taxes”"). If the Borrower is required by law to make any deduction or withholding of any Taxes from any are so levied or imposed, the Parent Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due hereunder under this Agreement or under any of the Loan Documents, then the amount payable will be increased to such amount whichTerm Note, after withholding or deduction from such increased amount for or on account of all such Taxes required to be withheld or deducted therefromany Taxes, will not be less than the amount due and provided for herein or in such Term Note. If any amounts are payable hereunder had no such deduction or withholding been required. A certificate as to any additional amounts payable to a Lender under this Section 4.7 submitted in respect of Taxes pursuant to the preceding sentence, the Parent Borrower agrees to reimburse each Lender, upon the written request of such Lender, for taxes imposed on or measured by the net income or net profits of such Lender, and franchise taxes imposed in lieu of taxes imposed on or measured by net income or net profits of a Lender, pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall show determine are payable by, or withheld from, such Lender, in reasonable detail respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. The Parent Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Parent Borrower. The Parent Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount payable of any Taxes so levied or imposed and the calculations used to determine in good faith paid by such amount and shall, absent manifest error, be final, conclusive and binding upon all parties heretoLender.

Net Payments. (a) All payments made by the Borrower ------------ hereunder or under any Loan Document Note will be made without setoff, counterclaim or other defense. All Except as provided in Section 4.04(b) and Section 12.04(b), all such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authority, jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payment (but excluding therefrom (i) any tax imposed on or measured by the overall net income or gross income or gross receipts of any Bank (including franchise other than withholding taxes imposed or taxes in lieu of net income withholding taxes) pursuant to the laws of the Lender or the lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereofthereof or therein) in which the Lender is incorporated or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending principal office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States or any state thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and with respect to any Lender that becomes a party hereto after the Closing Date, any taxes to which such Lender is subject on the date it becomes a party hereto (other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date referred to in clause (iv) above as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating such Bank is located or in the transactions set forth herein which such Bank is organized or other similar circumstances in which such Bank is doing business through a branch or office from which such jurisdiction treats a Loan as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(dhaving been made) and all interest, penalties or similar liabilities with respect thereto (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxescollectively, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “"Taxes”"). If any Taxes are so levied or imposed, the Borrower is required by law agrees to make any deduction or withholding pay the full amount of any such Taxes from any and such additional amounts as may be necessary so that every payment of all amounts due hereunder or under any of the Loan Documents, then the amount payable will be increased to such amount whichNote, after withholding or deduction from such increased amount for or on account of all such Taxes required to be withheld or deducted therefromany Taxes, will not be less than the amount provided for herein or in such Note. The Borrower shall also reimburse each Bank, upon its written request, which request shall show the basis for calculation of such reimbursement, 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 its principal office or lending office is located or in which such Bank is organized or in which such Bank is doing business through a branch or office from which such jurisdiction treats a Loan as having been made as it shall determine are payable by it in respect of amounts paid to or on behalf of such Bank pursuant to the preceding sentence. The Borrower will furnish to the applicable Bank within 45 days after the date the payment of any Taxes is due and payable hereunder had no such deduction or withholding been required. A certificate as pursuant to applicable law certified copies of any additional amounts payable to a Lender under this Section 4.7 submitted tax receipts available to the Borrower evidencing such payment by the Borrower. The Borrower 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 Lender shall show in reasonable detail the amount payable and the calculations used to determine in good faith such amount and shall, absent manifest error, be final, conclusive and binding upon all parties heretoBank.

Net Payments. (a) All payments made by the Borrower hereunder or under any Loan Document Note will be made without setoff, counterclaim or other defense. All Except as provided in Section 4.04(b), all such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authorityjurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, but excluding therefrom (i) except as provided in the second succeeding sentence, any tax imposed on or measured by the overall net income (including franchise taxes imposed in lieu or net profits of net income taxes) a Bank pursuant to the laws of the Lender or the lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender it is incorporated organized or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower principal office or applicable lending office of such Bank is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States located or any state subdivision thereof (including the District of Columbia)or therein) and all interest, any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty penalties or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and similar liabilities with respect to any Lender that becomes a party hereto after the Closing Datesuch non-excluded taxes, any taxes to which levies, imposts, duties, fees, assessments or other charges (all such Lender is subject on the date it becomes a party hereto (non-excluded taxes, levies, imposts, duties, fees, assessments or other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date charges being referred to in clause (iv) above collectively as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “"Taxes”"). If any Taxes are so levied or imposed, the Borrower is required by law agrees to make any deduction or withholding pay the full amount of any Taxes from any such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due hereunder under this Agreement or under any of the Loan Documents, then the amount payable will be increased to such amount whichNote, after withholding or deduction from such increased amount for or on account of all such Taxes required to be withheld or deducted therefromany Taxes, will not be less than the amount due and provided for herein or in such Note. If any amounts are payable hereunder had no such deduction or withholding been required. A certificate as to any additional amounts payable to a Lender under this Section 4.7 submitted in respect of Taxes pursuant to the preceding sentence, 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 net profits of such Bank pursuant to the laws of the jurisdiction in which the principal office or applicable lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office or applicable lending office of such Bank is located and for any withholding of taxes as such Bank shall determine are payable by, or withheld from, such Bank, in each case 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. The Borrower will furnish to the Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Bank, and reimburse such Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender shall show in reasonable detail the amount payable and the calculations used to determine in good faith such amount and shall, absent manifest error, be final, conclusive and binding upon all parties heretoBank.

Net Payments. (a) All payments made by any Credit Party under the Borrower hereunder or under any Loan Document Credit Documents will be made without setoff, counterclaim or other defense. All Except as provided in Section 5.04(b), all such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authorityjurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, but excluding therefrom except as provided in the second succeeding sentence, (iA) any tax imposed on or measured by the overall net income (including franchise taxes imposed or net profits of a Lender or the Administrative Agent pursuant to the laws of the jurisdiction in lieu of net income taxes) of which the Lender or the Administrative Agent is organized or the jurisdiction in which the principal office or applicable lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction (located or any political subdivision thereof or taxing authority thereof) in which the Lender is incorporated or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is locatedtherein, (iiB) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States or any state thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof and (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (ivC) any taxes to which the Lender is subject (to the extent taxes, levies, imposts, duties, fees, assessments or other charges of the tax rate then in effectwhatever nature imposed under FATCA) on the Closing Date and all interest, penalties or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and similar liabilities with respect to any Lender that becomes a party hereto after the Closing Datesuch non-excluded taxes, any taxes to which levies, imposts, duties, fees, assessments or other charges (all such Lender is subject on the date it becomes a party hereto (non-excluded taxes, levies, imposts, duties, fees, assessments or other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date charges being referred to in clause (iv) above collectively as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “Taxes”). If any Taxes are so levied or imposed, the Borrower is required by law and Holdings agree to make any pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under the Credit Documents, after withholding or deduction for or withholding on account of any Taxes from any payment due hereunder or under any of the Loan Documents, then the amount payable will be increased to such amount which, after deduction from such increased amount of all such Taxes required to be withheld or deducted therefromTaxes, will not be less than the amount due provided for under the Credit Documents. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Lender and payable hereunder had no the Administrative Agent, upon the written request of such deduction Lender or withholding been requiredthe Administrative Agent, as the case may be, for Taxes. A certificate as to any additional amounts payable to a Lender under this Section 4.7 submitted relevant Credit Party will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower by (or such other evidence of payment acceptable to the Administrative Agent). The Borrower agrees to indemnify and hold harmless each Lender and the Administrative Agent, and reimburse such Lender shall show in reasonable detail and the Administrative Agent upon their written request, for the amount payable and of any Taxes so levied or imposed on such Lender or the calculations used to determine in good faith such amount and shallAdministrative Agent, absent manifest error, be final, conclusive and binding upon all parties heretoas the case may be.

Net Payments. (a) All payments made by the Borrower hereunder hereunder, under the Note or under any Loan Document other Credit Document, will be made without setoff, counterclaim or other defense. All such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authorityjurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, but excluding therefrom (i) except as provided in the second succeeding sentence, any tax tax, imposed on or measured by the overall net income (including franchise taxes imposed in lieu of or net income taxes) profits of the Lender or pursuant to the lending office laws of the Lender in respect of which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereof) in under which the Lender is incorporated organized or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States or any state thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and with respect to any Lender that becomes a party hereto after the Closing Date, any taxes to which such Lender is subject on the date it becomes a party hereto (other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date referred to in clause (iv) above as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect to such non excluded taxes, levies imposts, duties, fees, assessments or other similar circumstances charges (all such nonexcluded taxes levies, imposts, duties, fees assessments or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), charges being herein referred to collectively as “Tax” or “Taxes”"TAXES"). If any Taxes are so levied or imposed, the Borrower is required agrees to pay the full amount of such Taxes and such additional amounts as may be necessary so that every payment by law to make it of all amounts due hereunder, under the Note or under any other Credit Document, after withholding or deduction for or withholding on account of any Taxes from any payment due hereunder or under any of the Loan Documents, then the amount payable will be increased to such amount which, after deduction from such increased amount of all such Taxes required to be withheld or deducted therefrom, will not be less than the amount due and provided for herein or in the Note or in such other Credit Document. If any amounts are payable hereunder had no such deduction or withholding been required. A certificate as to any additional amounts payable to a Lender under this Section 4.7 submitted in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse the Lender, upon the written request of the Lender for taxes imposed on or measured by the net income or profits of the Lender pursuant to the laws of the jurisdiction in which the Lender is organized or in which the principal office of the Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office of the Lender is located and for any withholding of income or similar taxes imposed by the United States of America as the Lender shall show determine are payable by, or withheld from, the Lender in respect of such amounts so paid to or on behalf of the Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of the Lender pursuant to this sentence, which request shall be accompanied by a statement from the Lender setting forth, in reasonable detail detail, the computations used in determining such amounts. The Borrower will furnish to the Lender within 45 days after the date the payment of any Taxes, or any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts, or other evidence satisfactory to the Lender, evidencing such payment by the Borrower. The Borrower will indemnify and hold harmless the Lender, and reimburse the Lender upon its written request, for the amount payable of any Taxes so levied or imposed and paid or withheld by the calculations used to determine in good faith such amount and shall, absent manifest error, be final, conclusive and binding upon all parties heretoLender.

Net Payments. (a) All payments made by the Borrower hereunder or under any Loan Document Note will be made without setoff, counterclaim or other defense. All Except as provided in Section 4.04(b), all such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authorityjurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, but excluding therefrom (i) except as provided in the second succeeding sentence, any tax imposed on or measured by the overall net income (including franchise taxes imposed in lieu or net profits of net income taxes) a Bank pursuant to the laws of the Lender or the lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender it is incorporated organized or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower principal office or applicable lending office of such Bank is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States located or any state subdivision thereof (including the District of Columbia)or therein) and all interest, any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty penalties or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and similar liabilities with respect to any Lender that becomes a party hereto after the Closing Datesuch non-excluded taxes, any taxes to which levies, imposts, duties, fees, assessments or other charges (all such Lender is subject on the date it becomes a party hereto (non-excluded taxes, levies, imposts, duties, fees, assessments or other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date charges being referred to in clause (iv) above collectively as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “"Taxes”"). If any Taxes are so levied or imposed, the Borrower is required by law agrees to make any deduction or withholding pay the full amount of any Taxes from any such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due hereunder under this Agreement or under any of the Loan Documents, then the amount payable will be increased to such amount whichNote, after withholding or deduction from such increased amount for or on account of all such Taxes required to be withheld or deducted therefromany Taxes, will not be less than the amount due and provided for herein or in such Note. If any amounts are payable hereunder had no such deduction or withholding been required. A certificate as to any additional amounts payable to a Lender under this Section 4.7 submitted in respect of Taxes pursuant to the preceding sentence, 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 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 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. The Borrower will furnish to the Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Bank, and reimburse such Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender shall show in reasonable detail the amount payable and the calculations used to determine in good faith such amount and shall, absent manifest error, be final, conclusive and binding upon all parties heretoBank.

Net Payments. (a) All payments made by the Borrower hereunder or under any Loan Document Note will be made without setoff, counterclaim or other defense. All Except as provided in Section 4.04(b), all such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authorityjurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, but excluding therefrom (i) except as provided in the second succeeding sentence, any tax imposed on or measured by the overall net income (including franchise taxes imposed in lieu or net profits of net income taxes) a Bank pursuant to the laws of the Lender or the lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender it is incorporated organized or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower principal office or Applicable Lending Office of such Bank is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States located or any state subdivision thereof (including the District of Columbia)or therein) and all interest, any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty penalties or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and similar liabilities with respect to any Lender that becomes a party hereto after the Closing Datesuch non-excluded taxes, any taxes to which levies, imposts, duties, fees, assessments or other charges (all such Lender is subject on the date it becomes a party hereto (non-excluded taxes, levies, imposts, duties, fees, assessments or other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date charges being referred to in clause (iv) above collectively as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “"Taxes”"). If any Taxes are so levied or imposed, the Borrower is required by law agrees to make any deduction or withholding pay the full amount of any Taxes from any such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due hereunder under this Agreement or under any of the Loan Documents, then the amount payable will be increased to such amount whichNote, after withholding or deduction from such increased amount for or on account of all such Taxes required to be withheld or deducted therefromany Taxes, will not be less than the amount due and provided for herein or in such Note. If any amounts are payable hereunder had no such deduction or withholding been required. A certificate as to any additional amounts payable to a Lender under this Section 4.7 submitted in respect of Taxes pursuant to the preceding sentence, 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 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 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. The Borrower will furnish to the Administrative Agent within forty-five (45) days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Bank, and reimburse such Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender shall show in reasonable detail the amount payable and the calculations used to determine in good faith such amount and shall, absent manifest error, be final, conclusive and binding upon all parties heretoBank.

Net Payments. (a) All payments made by the Borrower hereunder or under any Loan Document Note will be made without setoff, counterclaim or other defense. All Except as provided in Section 4.04(b), all such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authorityjurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, but excluding therefrom (i) except as provided in the second succeeding sentence, any tax imposed on or measured by the overall net income (including franchise taxes imposed in lieu or net profits of net income taxes) a Lender pursuant to the laws of the Lender or the lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender it is incorporated organized or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower principal office or applicable lending office of such Lender is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States located or any state subdivision thereof (including the District of Columbia)or therein) and all interest, any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty penalties or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and similar liabilities with respect to any Lender that becomes a party hereto after the Closing Datesuch non-excluded taxes, any taxes to which levies, imposts, duties, fees, assessments or other charges (all such Lender is subject on the date it becomes a party hereto (non-excluded taxes, levies, imposts, duties, fees, assessments or other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date charges being referred to in clause (iv) above collectively, as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “Taxes”). If any Taxes are so levied or imposed, the Borrower is required by law agrees to make any deduction or withholding pay the full amount of any Taxes from any such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due hereunder under this Agreement or under any of the Loan Documents, then the amount payable will be increased to such amount whichNote, after withholding or deduction from such increased amount for or on account of all such Taxes required to be withheld or deducted therefromany Taxes, will not be less than the amount due and provided for herein or in such Note. If any amounts are payable hereunder had no such deduction or withholding been required. A certificate as to any additional amounts payable to a Lender under this Section 4.7 submitted in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for taxes imposed on or measured by the net income or net profits of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall show determine are payable by, or withheld from, such Lender, in reasonable detail respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount payable of any Taxes so levied or imposed and the calculations used to determine in good faith paid by such amount and shall, absent manifest error, be final, conclusive and binding upon all parties heretoLender.

Net Payments. (a) All payments made by the Borrower hereunder or under any Loan Document Note will be made without setoff, counterclaim or other defense. All Except as provided in Section 3.03(b), all such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authorityjurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, but excluding therefrom (i) except as provided in the second succeeding sentence, any tax imposed on or measured by the overall net income (including franchise taxes imposed in lieu of or net income taxes) profits of the Lender or Bank pursuant to the lending office laws of the Lender in respect of which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender it is incorporated organized or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States principal office or any state thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and with respect to any Lender that becomes a party hereto after the Closing Date, any taxes to which such Lender is subject on the date it becomes a party hereto (other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date referred to in clause (iv) above as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein Bank is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, charges (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (all such tax or non-excluded taxes, levies, imposts, duties, fees, assessments or other than the tax or taxes described in Sections 4.7(a)(i) through (vi), charges being herein referred to collectively as “Tax” or “"Taxes”"). If any Taxes are so levied or imposed, the Borrower is required by law agrees to make any 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 the Note, after withholding or deduction for or withholding on account of any Taxes from any payment due hereunder or under any of the Loan Documents, then the amount payable will be increased to such amount which, after deduction from such increased amount of all such Taxes required to be withheld or deducted therefromTaxes, will not be less than the amount due and payable hereunder had no such deduction provided for herein or withholding been requiredin the Note. A certificate as to any additional amounts payable to a Lender under this Section 4.7 submitted The Borrower will furnish to the Bank within 45 days after the date the payment of any Tax is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower by such Lender shall show in reasonable detail agrees to indemnify and hold harmless the Bank, and reimburse the Bank upon its written request, for the amount payable of any Taxes so levied or imposed and paid by the calculations used to determine in good faith such amount and shall, absent manifest error, be final, conclusive and binding upon all parties heretoBank.

Net Payments. (a) (i) All payments made by the any Borrower hereunder or under any Loan Credit Document will be made without setoff, counterclaim or other defense. All Except as provided in Section 4.04(b), all such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authorityjurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, but excluding therefrom (i1) any U.S. federal withholding taxes imposed by FATCA, and (2) except as provided in the second succeeding sentence after taking into account any available tax credit or deduction related directly thereto, any tax imposed on or measured by the overall net income (including franchise taxes imposed in lieu or net profits of net income taxes) a Lender pursuant to the laws of the Lender or the lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender it is incorporated organized or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower principal office or applicable lending office of such Lender is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States located or any state subdivision thereof (including the District of Columbia)or therein) and all interest, any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty penalties or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and similar liabilities with respect to any Lender that becomes a party hereto after the Closing Datesuch non-excluded taxes, any taxes to which levies, imposts, duties, fees, assessments or other charges (all such Lender is subject on the date it becomes a party hereto (non-excluded taxes, levies, imposts, duties, fees, assessments or other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date charges being referred to in clause (iv) above collectively, as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “Taxes”). If any Taxes are so levied or imposed, the applicable Borrower is required by law agrees to make any pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under the applicable Credit Document, after withholding or deduction for or withholding on account of any Taxes from any payment due hereunder or under any of the Loan Documents, then the amount payable will be increased to such amount which, after deduction from such increased amount of all such Taxes required to be withheld or deducted therefromTaxes, will not be less than the amount due and payable hereunder which would have been received thereunder had no such deduction or withholding been requiredmade. A certificate as to If any additional amounts are payable to a Lender under this Section 4.7 submitted in respect of Taxes pursuant to the preceding sentence, the applicable Borrower agrees to reimburse each Lender, upon the written request of such Lender, for taxes imposed on or measured by the net income or net profits of such Lender, and franchise taxes imposed in lieu of taxes imposed on or measured by net income or net profits of a Lender, pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall show determine are payable by, or withheld from, such Lender, in reasonable detail respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. The applicable Borrower will furnish to the Administrative Agent within forty-five (45) days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Parent Borrower. The Parent Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount payable of any Taxes so levied or imposed and the calculations used to determine in good faith paid by such amount and shall, absent manifest error, be final, conclusive and binding upon all parties heretoLender.

Net Payments. (a) All Except as provided in Section 2.16(b), and without duplication of amounts payable pursuant to Section 8.03(a), all payments made by the Borrower hereunder or under any Loan Document will be made without setoff, counterclaim or other defense. All payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authorityjurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, but excluding therefrom (i) except as provided in the second succeeding sentence, any tax imposed on or measured by the overall net income (including franchise taxes imposed in lieu of net income taxes) a Bank pursuant to the laws of the Lender or the lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender it is incorporated organized or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States principal office or any state thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and with respect to any Lender that becomes a party hereto after the Closing Date, any taxes to which such Lender is subject on the date it becomes a party hereto (other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date referred to in clause (iv) above as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein such Bank is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), charges being herein referred to collectively as “Tax” or “Taxes”). If any Taxes are so levied or imposed, the Borrower is required by law agrees to make any deduction or withholding pay the full amount of any such Taxes from any and such additional amounts as may be necessary so that every payment of all amounts due hereunder or under any of the Loan Documents, then the amount payable will be increased to such amount whichnote, after withholding or deduction from such increased amount for or on account of all such Taxes required to be withheld or deducted therefromany Taxes, will not be less than the amount due and payable hereunder had no provided for herein or in such deduction or withholding been requirednote. A certificate as to any additional amounts payable to a Lender under this Section 4.7 submitted The Borrower will furnish to the Administrative Agent within 45 days after the date of the payment of any Taxes due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Bank, and reimburse such Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender shall show in reasonable detail the amount payable and the calculations used to determine in good faith such amount and shall, absent manifest error, be final, conclusive and binding upon all parties heretoBank.

Net Payments. (a) All payments made by the any Borrower or Designee hereunder or under any Loan Document Note will be made without setoff, counterclaim or other defense. All Except as provided in Section 4.04(b), all such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authorityjurisdiction or by any political subdivision or taxing authority thereof or therein (but excluding, but excluding therefrom (i) except as provided below, any tax imposed on or measured by the overall net income (including franchise taxes imposed in lieu of net income taxes) a Bank pursuant to the laws of the Lender or the lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereofthereof or therein) in which the Lender is incorporated principal office or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office Applicable Lending Office of such Bank is located) and all interest, (ii) any branch profits tax imposed by the United States penalties or any similar tax imposed by the jurisdiction in which the Borrower is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States or any state thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and liabilities with respect to any Lender that becomes a party hereto after the Closing Datethereto (collectively, any taxes to which such Lender is subject on the date it becomes a party hereto (other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date referred to in clause (iv) above as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “Taxes”). If the Borrower is required by law to make any deduction or withholding of any Taxes from any are so levied or imposed, each Borrower agrees to pay (on a pro rata basis) the full amount of such Taxes and such additional amounts as may be necessary so that every payment of all amounts due hereunder or under any of the Loan Documents, then the amount payable will be increased to such amount whichNote, after withholding or deduction from such increased amount for or on account of all such Taxes required to be withheld or deducted therefromany Taxes, will not be less than the amount due and payable hereunder had no provided for herein or in such deduction or withholding been requiredNote. A certificate as to any additional amounts payable to a Lender under this Section 4.7 submitted Each Borrower will furnish to the Borrower applicable Bank 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 Lender shall show in reasonable detail Borrower. Each Borrower (on a pro rata basis) will indemnify and hold harmless each Bank, and reimburse each Bank upon its written request, for the amount payable of any Taxes so levied or imposed and the calculations used to determine in good faith paid by such amount and shall, absent manifest error, be final, conclusive and binding upon all parties heretoBank.

Net Payments. (a) All payments made by the Borrower hereunder ------------ or under any Loan Document Note will be made without setoff, counterclaim or other defense. All Except as provided in Section 4.04(b), all such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authorityjurisdic tion or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, but excluding therefrom (i) except as provided in the second succeeding sentence, any tax imposed on or measured by the overall net income (including franchise taxes imposed in lieu or net profits of net income taxes) a Bank pursuant to the laws of the Lender or the lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender it is incorporated organized or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower principal office or applicable lending office of such Bank is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States located or any state subdivision thereof (including the District of Columbia)or therein) and all interest, any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty penalties or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and similar liabilities with respect to any Lender that becomes a party hereto after the Closing Datesuch non-excluded taxes, any taxes to which levies, imposts, duties, fees, assessments or other charges (all such Lender is subject on the date it becomes a party hereto (non-excluded taxes, levies, imposts, duties, fees, assessments or other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date charges being referred to in clause (iv) above collectively as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “"Taxes”"). If any Taxes are so levied or imposed, the Borrower is required by law agrees to make any deduction or withholding pay the full amount of any Taxes from any payment such Taxes, and such additional amounts as may be necessary so that every pay ment of all amounts due hereunder under this Agreement or under any of the Loan Documents, then the amount payable will be increased to such amount whichNote, after deduction from such increased amount withholding or de duction for or on account of all such Taxes required to be withheld or deducted therefromany Taxes, will not be less than the amount due and provided for here in or in such Note. If any amounts are payable hereunder had no such deduction or withholding been required. A certificate as to any additional amounts payable to a Lender under this Section 4.7 submitted in respect of Taxes pursuant to the preced ing sentence, 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 net profits of such Bank pur suant 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 each case 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. The Borrower will furnish to the Agent within 30 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Bank, and reimburse such Bank upon its writ ten request, for the amount of any Taxes so levied or imposed and paid by such Lender shall show in reasonable detail the amount payable and the calculations used to determine in good faith such amount and shall, absent manifest error, be final, conclusive and binding upon all parties heretoBank.

Net Payments. (a) All payments made by the Borrower hereunder or under any Loan Document Note will be made without setoff, counterclaim or other defense. All Except as provided in Section 4.04(b), all such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authorityjurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, but excluding therefrom (i) except as provided in the second succeeding sentence, any tax imposed on or measured by the overall net income (including franchise taxes imposed in lieu or net profits of net income taxes) a Bank pursuant to the laws of the Lender or the lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender it is incorporated organized or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower principal office or applicable lending office of such Bank is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States located or any state subdivision thereof (including the District of Columbia)or therein) and all interest, any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty penalties or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and similar liabilities with respect to any Lender that becomes a party hereto after the Closing Datesuch non-excluded taxes, any taxes to which levies, imposts, duties, fees, assessments or other charges (all such Lender is subject on the date it becomes a party hereto (non-excluded taxes, levies, imposts, duties, fees, assessments or other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date charges being referred to in clause (iv) above collec tively as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “"Taxes”"). If any Taxes are so levied or imposed, the Borrower is required by law agrees to make any deduction or withholding pay the full amount of any Taxes from any such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due hereunder under this Agreement or under any of the Loan Documents, then the amount payable will be increased to such amount whichNote, after withholding or deduction from such increased amount for or on account of all such Taxes required to be withheld or deducted therefromany Taxes, will not be less than the amount due and provided for herein or in such Note. If any amounts are payable hereunder had no such deduction or withholding been required. A certificate as to any additional amounts payable to a Lender under this Section 4.7 submitted in respect of Taxes pursuant to the preceding sentence, 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 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 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. The Borrower will furnish to the Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Bank, and reimburse such Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender shall show in reasonable detail the amount payable and the calculations used to determine in good faith such amount and shall, absent manifest error, be final, conclusive and binding upon all parties heretoBank.

Net Payments. (a) All payments made by the Borrower hereunder or under any Loan Document Note will be made without setoff, counterclaim or other defense. All Except as provided for in section 6.4(b), all such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authorityjurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, but excluding therefrom (i) except as provided in the second succeeding sentence, any tax tax, imposed on or measured by the overall net income (including franchise taxes imposed in lieu or net profits of net income taxes) a Lender pursuant to the laws of the Lender or the lending office of the Lender in respect of jurisdiction under which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the such Lender is incorporated organized or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower principal office or Applicable Lending Office of such Lender is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States located or any state subdivision thereof (including the District of Columbia)or therein) and all interest, any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty penalties or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and similar liabilities with respect to any Lender that becomes a party hereto after the Closing Datesuch nonexcluded taxes, any levies imposts, duties, fees, assessments or other charges (all such nonexcluded taxes to which such Lender is subject on the date it becomes a party hereto (levies, imposts, duties, fees assessments or other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date charges being referred to in clause (iv) above collectively as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “"Taxes”"). If any Taxes are so levied or imposed, the Borrower is required agrees to pay the full amount of such Taxes and such additional amounts as may be necessary so that every payment by law to make any deduction or withholding them of any Taxes from any payment all amounts due hereunder or under any of the Loan Documents, then the amount payable will be increased to such amount whichNote, after withholding or deduction from such increased amount for or on account of all such any Taxes required to be withheld or deducted therefrom, will not be less than the amount due and provided for herein or in such Note. If any amounts are payable hereunder had no such deduction or withholding been required. A certificate as to any additional amounts payable to a Lender under this Section 4.7 submitted in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Lender, upon the written request of such Lender for taxes imposed on or measured by the net income or profits of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or Applicable Lending Office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office or Applicable Lending Office of such Lender is located and for any withholding of income or similar taxes imposed by the United States of America as such Lender shall show determine are payable by, or withheld from, such Lender in respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence, which request shall be accompanied by a statement from such Lender setting forth, in reasonable detail detail, the computations used in determining such amounts. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes, or any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts, or other evidence satisfactory to the relevant Lender, evidencing such payment by the Borrower. The Borrower will indemnify and hold harmless the Administrative Agent and each Lender, and reimburse the Administrative Agent or such Lender upon its written request, for the amount payable of any Taxes so levied or imposed and the calculations used to determine in good faith paid or withheld by such amount and shall, absent manifest error, be final, conclusive and binding upon all parties heretoLender.

Net Payments. (a) All payments made by the Borrower hereunder hereunder, under the Note or under any Loan other Credit Document will be made without setoff, counterclaim or other defense. All such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authority, jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding therefrom (i) any tax imposed on or measured by the overall net income (including franchise taxes imposed in lieu of or net income taxes) profits of the Lender 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 the Lender in respect of which the payment is made by the United States or by the jurisdiction (located or any political subdivision thereof or taxing authority thereoftherein) in which the Lender is incorporated and all interest, penalties or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States or any state thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and liabilities with respect to such Taxes. If any Lender Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that becomes a party hereto after the Closing Date, any taxes to which such Lender is subject on the date it becomes a party hereto (other than taxes which each every payment of the other Lenders is entitled to reimbursements for pursuant to the terms of all amounts due under this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date referred to in clause (iv) above as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) under any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “Taxes”). If the Borrower is required by law to make any deduction or withholding of any Taxes from any payment due hereunder Note or under any of the Loan Documents, then the amount payable will be increased to such amount whichother Credit Document, after withholding or deduction from such increased amount for or on account of all such Taxes required to be withheld or deducted therefromany Taxes, will not be less than the amount due and payable hereunder had no provided for herein, in any Note or in such deduction or withholding been requiredother Credit Document. A certificate as to any additional amounts payable to a Lender under this Section 4.7 submitted The Borrower will furnish to the Lender within 45 days (or as soon thereafter as available) after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower by such agrees to indemnify and hold harmless the Lender, and reimburse the Lender shall show in reasonable detail upon its written request, for the amount payable of any Taxes so levied or imposed and paid by the calculations used to determine in good faith such amount and shall, absent manifest error, be final, conclusive and binding upon all parties heretoLender.

Net Payments. (a) All payments made by the Borrower Borrowers hereunder or under any Loan Document Note will be made without setoff, counterclaim or other defense. All Except as provided in Section 4.04(b), all such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authorityjurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, but excluding therefrom (i) except as provided in the second succeeding sentence, any tax imposed on or measured by the overall net income (including franchise taxes imposed in lieu or net profits of net income taxes) a Lender pursuant to the laws of the Lender or the lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender it is incorporated organized or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower is located, (iii) in the case principal office or applicable lending office of any Lender organized under the laws of any jurisdiction other than the United States or any state thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and with respect to any Lender that becomes a party hereto after the Closing Date, any taxes to which such Lender is subject on the date it becomes a party hereto located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imports, duties, fees, assessments or other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date charges being referred to in clause (iv) above collectively as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “"Taxes”"). If the Borrower is required by law to make any deduction or withholding of any Taxes from any are so levied or imposed, the Borrowers jointly and severally agree to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due hereunder under this Agreement or under any of the Loan Documents, then the amount payable will be increased to such amount whichNote, after withholding or deduction from such increased amount for or on account of all such Taxes required to be withheld or deducted therefromany Taxes, will not be less than the amount due and provided for herein or in such Note. If any amounts are payable hereunder had no such deduction or withholding been required. A certificate as to any additional amounts payable to a Lender under this Section 4.7 submitted in respect of Taxes pursuant to the Borrower preceding sentence, the Borrowers agree to reimburse each Lender, upon the written request of such Lender, for taxes imposed on or measured by the net income or net profits of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located and for any withholding or similar taxes as such Lender shall show determine are payable by, or withheld from, such Lender in reasonable detail respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. The Borrowers will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrowers. The Borrowers jointly and severally agree to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount payable of any Taxes so levied or imposed and the calculations used to determine in good faith paid by such amount and shall, absent manifest error, be final, conclusive and binding upon all parties heretoLender.

Net Payments. (a) All payments made by the Borrower hereunder or under any Loan Document Note will be made without setoffset-off, counterclaim or other defense. All Except as provided in Section 4.04(b), all such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authorityjurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, but excluding therefrom (i) except as provided in the second succeeding sentence, any tax imposed on or measured by the overall net income (including or net profits of a Lender, or any franchise taxes imposed in lieu of tax based on the net income taxes) or net profits of a Lender, in either case pursuant to the Lender or the lending office laws of the Lender in respect of which the payment is made by the United States of America or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender is incorporated or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower it is located, (iii) organized or in the case of any Lender organized under the laws of any jurisdiction other than the United States or any state thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent principal office or applicable lending office of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and with respect to any Lender that becomes a party hereto after the Closing Date, any taxes to which such Lender is subject on the date it becomes a party hereto located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date charges being referred to in clause (iv) above collectively as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “"Taxes”"). If any Taxes are so levied or imposed, the Borrower is required by law agrees to make any deduction or withholding pay the full amount of any Taxes from any such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due hereunder under this Agreement or under any of the Loan Documents, then the amount payable will be increased to such amount whichNote, after withholding or deduction from such increased amount for or on account of all such Taxes required to be withheld or deducted therefromany Taxes, will not be less than the amount due and provided for herein or in such Note. If any amounts are payable hereunder had no such deduction or withholding been required. A certificate as in respect of Taxes pursuant to any additional amounts payable to a Lender under the preceding sentence of this Section 4.7 submitted 4.04(a), then the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for taxes imposed on or measured by the net income or net profits of such Lender, or any franchise tax based on the net income or net profits of such Lender, in either case pursuant to the Borrower by laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall show in reasonable detail the amount payable and the calculations used to determine in good faith are payable by, or withheld from, such Lender in respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and shall, absent manifest error, be final, conclusive and binding upon all parties heretopaid by such Lender.

Net Payments. (a) All payments made by the Borrower hereunder or under any Loan Document Note will be made without setoff, counterclaim or other defense. All Except as provided in Section 4.04(b), all such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authorityjurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, but excluding therefrom (i) except as provided in the second succeeding sentence, any tax imposed on or measured by the overall net income (including franchise taxes imposed in lieu or net profits of net income taxes) a Bank pursuant to the laws of the Lender or the lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender it is incorporated organized or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower principal office or applicable lending office of such Bank is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States located or any state subdivision thereof (including the District of Columbia)or therein) and all interest, any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty penalties or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and similar liabilities with respect to any Lender that becomes a party hereto after the Closing Datesuch non-excluded taxes, any taxes to which levies, imposts, duties, fees, assessments or other charges (all such Lender is subject on the date it becomes a party hereto (non-excluded taxes, levies, imposts, duties, fees, assessments or other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date charges being referred to in clause (iv) above collectively as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “Taxes”). If any Taxes are so levied or imposed, the Borrower is required by law agrees to make any deduction or withholding pay the full amount of any Taxes from any such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due hereunder under this Agreement or under any of the Loan Documents, then the amount payable will be increased to such amount whichNote, after withholding or deduction from such increased amount for or on account of all such Taxes required to be withheld or deducted therefromany Taxes, will not be less than the amount due and provided for herein or in such Note. If any amounts are payable hereunder had no such deduction or withholding been required. A certificate as to any additional amounts payable to a Lender under this Section 4.7 submitted in respect of Taxes pursuant to the preceding sentence, 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 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 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. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Bank, and reimburse such Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender shall show in reasonable detail the amount payable and the calculations used to determine in good faith such amount and shall, absent manifest error, be final, conclusive and binding upon all parties heretoBank.

Net Payments. (a) All payments made by the Borrower hereunder or under any Loan Document Note will be made without setoff, counterclaim or other defense. All Except as provided in Section 4.04(b), all such payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall will be made by the Borrower free and clear of of, and without deduction or withholding for or on account of for, any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment fees, assessments or other charge charges of whatever nature now or hereafter imposed by any Governmental Authorityjurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, but excluding therefrom (i) except as provided in the second succeeding sentence, any tax imposed on or measured by the overall net income (including franchise taxes imposed in lieu or net profits of net income taxes) a Lender pursuant to the laws of the Lender or the lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction (or any political subdivision or taxing authority thereof) in which the Lender it is incorporated organized or the jurisdiction (or political subdivision or taxing authority thereof) in which its lending office is located, (ii) any branch profits tax imposed by the United States or any similar tax imposed by the jurisdiction in which the Borrower principal office or applicable lending office of such Lender is located, (iii) in the case of any Lender organized under the laws of any jurisdiction other than the United States located or any state subdivision thereof (including the District of Columbia)or therein) and all interest, any taxes imposed by the United States by means of withholding at the source unless such withholding results from a change in applicable law, treaty penalties or regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with the administration thereof subsequent to the date such Lender becomes a Lender hereunder, (iv) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the Closing Date or to which such Lender would be subject on such date if a payment hereunder had been received by the Lender on such date and similar liabilities with respect to any Lender that becomes a party hereto after the Closing Datesuch non-excluded taxes, any taxes to which levies, imposts, duties, fees, assessments or other charges (all such Lender is subject on the date it becomes a party hereto (non-excluded taxes, levies, imposts, duties, fees, assessments or other than taxes which each of the other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), (v) taxes to which the Lender becomes subject subsequent to the date charges being referred to in clause (iv) above collectively as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a change in the branch or lending office of the Lender participating in the transactions set forth herein or other similar circumstances or as a result of the recognition by the Lender of gain on the sale, assignment or participation by the Lender of the participating interests in its creditor positions hereunder, (vi) any withholding tax that is imposed as a result of a Lender’s failure to comply with the provisions of Section 4.7(d) and (vii) any United Stated federal withholding taxes imposed under FATCA (such tax or taxes, other than the tax or taxes described in Sections 4.7(a)(i) through (vi), being herein referred to as “Tax” or “Taxes”). If any Taxes are so levied or imposed, the Borrower is required by law agrees to make any deduction or withholding pay the full amount of any Taxes from any such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due hereunder under this Agreement or under any of the Loan Documents, then the amount payable will be increased to such amount whichNote, after withholding or deduction from such increased amount for or on account of all such Taxes required to be withheld or deducted therefromany Taxes, will not be less than the amount due and provided for herein or in such Note. If any amounts are payable hereunder had no such deduction or withholding been required. A certificate as to any additional amounts payable to a Lender under this Section 4.7 submitted in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for taxes imposed on or measured by the net income or net profits of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall show determine are payable by, or withheld from, such Lender, in reasonable detail each case in respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. The Borrower will furnish to the Agent within 30 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount payable of any Taxes so levied or imposed and the calculations used to determine in good faith paid by such amount and shall, absent manifest error, be final, conclusive and binding upon all parties heretoLender.