Common use of Net Payments Clause in Contracts

Net Payments. (a) Any and all payments by the Borrowers hereunder, under the Revolving Loans or under the Letters of Credit to or for the benefit of any Lender or the Agent shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings and penalties, interests and all other liabilities with respect thereto ("TAXES"), including any Taxes imposed under Section 7701(l) of the Internal Revenue Code, excluding, (i) in the case of each such Lender or the Agent, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits) and franchise taxes imposed on it by the jurisdiction under the laws of which such Lender, or the Agent (as the case may be) is organized or any political subdivision thereof, (ii) in the case of each Lender, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable Lending Office or any political subdivision thereof, (iii) in the case of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender or the Agent, as applicable, as of the Closing Date (other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit pursuant to the provisions hereof, or a Foreign Lender or the Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that event, being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be (all such nonexcluded Taxes being hereinafter referred to as "COVERED TAXES"). If the Borrowers shall be required by law to deduct any Covered Taxes from or in respect of any sum payable hereunder, under any Revolving Loan or under any Letter of Credit to or for the benefit of any Lender or the Agent or any Tax Transferee, (A) the sum payable shall be increased as may be necessary so that after making all required deductions of Covered Taxes (including deductions of Covered Taxes applicable to additional sums payable under this Section 4.10) such Lender, the Agent or such Tax Transferee, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (B) the Borrowers shall make such deductions and (C) the Borrowers shall, jointly and severally, pay the full amount so deducted to the relevant taxation authority or other authority in accordance with applicable law.

Net Payments. (a) Any and all All payments by the Borrowers hereunder, under the Revolving Loans or under the Letters of Credit to or for the benefit of any Lender or the Agent this Agreement shall be made free without setoff or counterclaim and clear in such amounts as may be necessary in order that all such payments (after deduction or withholding by the Company or the Administrative Agent for or on account of and without deduction for any and all present or future taxes, levies, imposts, deductions, duties or other charges of whatsoever nature imposed by any government or withholdings any political subdivision or taxing authority thereof (herein collectively called the “Taxes”)) shall not be less than the amounts otherwise specified to be paid under this Agreement and penalties, interests and all other liabilities the Notes had no such deduction or withholding been made on account of any Indemnified Taxes. The Company shall indemnify the Administrative Agent for any Indemnified Taxes that are paid by the Administrative Agent in connection with respect thereto this Agreement ("TAXES"), including any Indemnified Taxes imposed on payments made under this second sentence of this Section 7701(l2.12(a)) of and any reasonable and necessary expenses incurred. For the Internal Revenue CodeAdministrative Agent, excludinga Bank or an Issuing Bank to be entitled to compensation for Indemnified Taxes pursuant to this Section 2.12, (i) in the case of each such Lender compensation for United States Federal income or withholding Taxes in respect of any Interest Period, the Administrative Agent, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits) and franchise taxes imposed on it such Bank or such Issuing Bank must notify the Company by the jurisdiction under later of (x) 30 days after the laws end of which such LenderInterest Period or (y) 30 days after the Administrative Agent, such Bank or the Agent (as the case may be) is organized or such Issuing Bank receives a written claim for such Tax from any government, political subdivision thereof, or taxing authority with respect to such Interest Period and (ii) in the case of each Lender, taxes imposed on its net income (including, without limitation, compensation for any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable Lending Office or any political subdivision thereof, (iii) in the case of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender or the Agent, as applicable, as of the Closing Date (United States Tax other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan a United States Federal income or Letter of Credit pursuant to the provisions hereof, or a Foreign Lender or the Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that event, being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such withholding Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be (all such nonexcluded Taxes being hereinafter referred to as "COVERED TAXES"). If the Borrowers shall be required by law to deduct any Covered Taxes from or in respect of any sum Interest Period, the Administrative Agent, such Bank or the Issuing Bank must notify the Company within 30 days after the Administrative Agent, such Bank or such Issuing Bank receives a written claim for such Tax from any government, political subdivision or taxing authority with respect to such Interest Period. A certificate as to any additional amounts payable hereunderto the Administrative Agent, any Bank or any Issuing Bank under any Revolving Loan this Section 2.12 submitted to the Company by the Administrative Agent, such Bank or under any Letter such Issuing Bank shall show in reasonable detail the amount payable and the calculations used to determine such amount and shall be conclusive and binding upon the parties hereto, in the absence of Credit manifest error. With respect to each deduction or withholding by the Company for the benefit or on account of any Lender or Taxes, the Company shall promptly (and in any event not later than 45 days thereafter) furnish to the Administrative Agent or any Tax Transfereesuch certificates, (A) the sum payable shall be increased receipts and other documents as may be necessary so that after making all required deductions (in the reasonable judgment of Covered Taxes (including deductions the Administrative Agent) to establish evidence of Covered Taxes applicable to additional sums payable under this Section 4.10) such Lender, the Agent or such Tax Transferee, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (B) the Borrowers shall make such deductions and (C) the Borrowers shall, jointly and severally, pay the full amount so deducted to the relevant taxation authority or other authority in accordance with applicable lawpayment of Taxes.

Net Payments. (a) Any and Subject to the following sentence, all payments made by or on behalf of the Borrowers hereunder, Borrower under the Revolving Loans this Agreement or under the Letters of any other Credit to or for the benefit of any Lender or the Agent Document shall be made free and clear of of, and without deduction or withholding for or on account of, any and all present current or future income, stamp or other taxes, levies, imposts, deductionsduties, charges charges, fees, deductions or withholdings and penaltieswithholdings, interests and all other liabilities with respect thereto ("TAXES")now or hereafter imposed, including levied, collected, withheld or assessed by any Taxes imposed under Section 7701(l) of the Internal Revenue CodeGovernmental Authority, excluding, (i) excluding in the case of each such Lender or the and each Agent, taxes imposed on its (A) overall net income (including, without limitation, any taxes imposed on branch profits) and franchise taxes (imposed in lieu of overall net income taxes) imposed on it by any Agent or any Lender as a result of a present or former connection between such Agent or such Lender and the jurisdiction under of the laws of which Governmental Authority imposing such Lender, or the Agent (as the case may be) is organized tax or any political subdivision thereof, (ii) in the case of each Lender, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable Lending Office or any political subdivision thereof, (iii) in the case of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender taxing authority thereof or the Agent, as applicable, as of the Closing Date therein (other than any Taxes imposed under Section 7701(lsuch connection arising solely EXECUTION COPY from such Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Credit Document) of the Internal Revenue Code), and (ivB) if any Person acquires branch profits taxes imposed by the United States of America or any interest in similar tax imposed by any other jurisdiction where the Borrower is located. If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings (“Non-Excluded Taxes”) are required to be withheld from any amounts payable under this Credit Agreement, any Revolving Loan or Letter of Credit pursuant the Borrower shall increase the amounts payable to the provisions hereof, or a Foreign Lender or the Administrative Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that event, being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply necessary to a yield to the Administrative Agent or such Lender (after payment to such Tax Transferee as of the date of the acquisition of such all Non-Excluded Taxes) interest or change any such other amounts payable hereunder at the rates or in officethe amounts specified in this Agreement. Whenever any Non-Excluded Taxes are payable by the Borrower, as promptly as possible thereafter the case may be (all such nonexcluded Taxes being hereinafter referred Borrower shall send to as "COVERED TAXES"). If the Borrowers shall be required by law to deduct any Covered Taxes from or in respect of any sum payable hereunder, under any Revolving Loan or under any Letter of Credit to Administrative Agent for its own account or for the benefit account of any Lender or the Agent or any Tax Transferee, (A) the sum payable shall be increased as may be necessary so that after making all required deductions of Covered Taxes (including deductions of Covered Taxes applicable to additional sums payable under this Section 4.10) such Lender, the Agent or such Tax Transferee, as the case may be, receives a certified copy of an amount equal to the sum it would have received had no such deductions been made, original official receipt (B) the Borrowers shall make such deductions and (C) the Borrowers shall, jointly and severally, pay the full amount so deducted to the relevant taxation authority or other authority evidence acceptable to such Lender, acting reasonably) received by the Borrower showing payment thereof. The agreements in accordance with applicable lawthis Section 4.4 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Net Payments. (a) Any Except as provided in Section 3.03(e), any and all payments by the Borrowers Borrower (or any other Credit Party on its behalf) hereunder, under the Revolving Loans or under the Letters of Credit Guaranties to or for the benefit of any Lender Bank or the Administrative Agent shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings and penalties, interests and all other liabilities with respect thereto ("TAXESTaxes"), including any Taxes imposed under Section 7701(l) of the Internal Revenue Code, excluding, (i) in the case of each such Lender Bank or the Administrative Agent, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits) and franchise taxes (that are imposed on or computed by reference to net income) imposed on it by the jurisdiction under the laws of which such Lender, Bank or the Administrative Agent (as the case may be) is organized or any political subdivision thereof, and (ii) in the case of each LenderBank, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction of such LenderBank's applicable Applicable Lending Office or any political subdivision thereof, (iii) in the case of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender or the Agent, as applicable, as of the Closing Date (other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit pursuant to the provisions hereof, or a Foreign Lender or the Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that event, being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be thereof (all such nonexcluded Taxes being hereinafter referred to as "COVERED TAXESCovered Taxes"). If Except as provided in Section 3.03(e), if the Borrowers Borrower or any Credit Party shall be required by law to deduct any Covered Taxes from or in respect of any sum payable hereunder, under any Revolving Loan or under any Letter of Credit the Guaranties to or for the benefit of any Lender Bank or the Agent or any Tax TransfereeAdministrative Agent, (A) the sum payable shall be increased as may be necessary so that after making all required deductions of Covered Taxes (including deductions of Covered Taxes applicable to additional sums payable under this Section 4.103.03) such Lender, Bank or the Agent or such Tax TransfereeAdministrative Agent, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (B) the Borrowers Borrower shall make such deductions and (C) the Borrowers shall, jointly and severally, Borrower shall pay the full amount so deducted to the relevant taxation authority or other authority in accordance with applicable law. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse any Bank, or the Administrative Agent, within thirty days of the date of the written request of such Bank or the Administrative Agent, as the case may be, for taxes imposed on or measured by the net income or profits of such Bank or the Administrative Agent pursuant to the laws of the jurisdiction in which the principal office or Applicable Lending Office of such Bank or the Administrative Agent 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 or the Administrative Agent is located and for any withholding of income or similar taxes imposed by the United States as such Bank or the Administrative Agent shall determine are payable by, or withheld from, such Bank or the Administrative Agent in respect of such amounts so paid to or on behalf of such Bank or the Administrative Agent pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Bank or the Administrative Agent pursuant to this sentence ("Second Tier Taxes"). The written request referred to in the preceding sentence shall certify and set forth in reasonable detail the calculation of the payment and specify the type of such Taxes. Any such certificate submitted in good faith to the Borrower shall, absent manifest error, be final, conclusive and binding on all parties; provided, however, that notwithstanding any of the foregoing with respect to the above-referenced calculations, none of the Banks or the Administrative Agent shall be obligated to provide any information with respect to its assets, income or operations other than assets, income or operations solely attributable to this Agreement, any Loan or any Guaranty.

Net Payments. (a) Any and all All payments made by the Borrowers hereunder, under the Revolving Loans hereunder or under the Letters of Credit any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b) and (c) with respect to payments made by a Borrower hereunder or for the benefit of under any Lender or the Agent shall Note, all such payments will be made free and clear of of, and without deduction for or withholding for, any and all present or future taxes, levies, imposts, deductionsduties, fees, assessments or other charges of whatever nature now or withholdings and penalties, interests and all other liabilities with respect thereto hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein from or through which such payments originate or are made ("TAXES"), including any Taxes imposed under Section 7701(l) of the Internal Revenue Code, but excluding, (i) in the case of each such Lender or Bank and the Administrative Agent, taxes any tax imposed on its or measured by net income (including, without limitation, any taxes imposed on branch profits) and franchise taxes imposed on it by the jurisdiction under or profits pursuant to the laws of the jurisdiction in which such Lender, Bank or the Administrative Agent (as the case may be) is organized or any political subdivision thereof, thereof or therein and (ii) in the case of each LenderBank, taxes any tax imposed on its or measured by net income (including, without limitation, any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable Lending Office or any political subdivision thereof, (iii) in the case of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender or the Agent, as applicable, as of the Closing Date (other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit profits pursuant to the provisions hereof, or a Foreign Lender or laws of the Agent changes the office jurisdiction in which the Borrowing principal office or applicable lending office of such Bank is madelocated or any subdivision thereof or therein) and all interest, accounted for penalties or booked similar liabilities with respect thereto (any all such personnon-excluded taxes, levies, imposts, duties, fees, assessments or such Foreign Lender or the Agent in that event, other charges being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be (all such nonexcluded Taxes being hereinafter referred to collectively as "COVERED TAXESTaxes"). If any Taxes are so levied or imposed, the Borrowers shall be required by law respective Borrower agrees to deduct any Covered Taxes from or in respect pay the full amount of any sum payable hereundersuch Taxes, under any Revolving Loan or under any Letter of Credit to or for the benefit of any Lender or the Agent or any Tax Transferee, (A) the sum payable shall be increased and such additional amounts as may be necessary so that after making every payment of all required deductions of Covered Taxes (including deductions of Covered Taxes applicable to additional sums payable amounts due under this Section 4.10) Agreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such LenderNote. The respective Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts, or other documents reasonably satisfactory to the Bank or Administrative Agent, evidencing such payment by such Borrower. The respective 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 Bank; provided, however, that the relevant Borrower shall not be obligated to make payment to the Bank or the Administrative Agent or such Tax Transferee, (as the case may be) pursuant to this Section in respect of penalties, receives interest and other liabilities attributable to Taxes, if (x) written demand therefor has not been made by such Bank or the Administrative Agent within 90 days from the date on which such Bank or the Administrative Agent knew of the imposition of Taxes by the relevant governmental authorities or (y) to the extent such penalties, interest and other liabilities are attributable to the gross negligence or willful misconduct of the Bank. If any Bank shall obtain a refund, credit or deduction as a result of the payment of or indemnification for any Taxes made by any Borrower to such Bank pursuant to this Section 4.04(a), such Bank shall pay to such Borrower an amount with respect to such refund, credit or deduction equal to the sum it would have any net tax benefit actually received had no by such deductions been madeBank as a result thereof which such Bank determines, (B) the Borrowers shall make in its sole discretion, to be attributable to such deductions and (C) the Borrowers shall, jointly and severally, pay the full amount so deducted to the relevant taxation authority or other authority in accordance with applicable lawpayment.

Net Payments. (a) Any and Subject to the following sentence, all payments made by or on behalf of the Borrowers hereunder, Borrower under the Revolving Loans this Agreement or under the Letters of any other Credit to or for the benefit of any Lender or the Agent Document shall be made free and clear of of, and without deduction or withholding for or on account of, any and all present current or future income, stamp or other taxes, levies, imposts, deductionsduties, charges charges, fees, deductions or withholdings and penaltieswithholdings, interests and all other liabilities with respect thereto ("TAXES")now or hereafter imposed, including levied, collected, withheld or assessed by any Taxes imposed under Section 7701(l) of the Internal Revenue CodeGovernmental Authority, excluding, (i) excluding in the case of each such Lender or the and each Agent, taxes imposed on its (A) overall net income (including, without limitation, any taxes imposed on branch profits) and franchise taxes (imposed in lieu of overall net income taxes) imposed on it by any Agent or any Lender as a result of a present or former connection between such Agent or such Lender and the jurisdiction under of the laws of which Governmental Authority imposing such Lender, or the Agent (as the case may be) is organized tax or any political subdivision thereof, (ii) in the case of each Lender, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable Lending Office or any political subdivision thereof, (iii) in the case of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender taxing authority thereof or the Agent, as applicable, as of the Closing Date therein (other than any Taxes imposed under Section 7701(lsuch connection arising solely from such Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Credit Document) of the Internal Revenue Code), and (ivB) if any Person acquires branch profits taxes imposed by the United States of America or any interest in similar tax imposed by any other jurisdiction where the Borrower is located. If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings (“Non-Excluded Taxes”) are required to be withheld from any amounts payable under this Credit Agreement, any Revolving Loan or Letter of Credit pursuant the Borrower shall increase the amounts payable to the provisions hereof, or a Foreign Lender or the Administrative Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that event, being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply necessary to a yield to the Administrative Agent or such Lender (after payment to such Tax Transferee as of the date of the acquisition of such all Non-Excluded Taxes) interest or change any such other amounts payable hereunder at the rates or in officethe amounts specified in this Agreement. Whenever any Non-Excluded Taxes are payable by the Borrower, as promptly as possible thereafter the case may be (all such nonexcluded Taxes being hereinafter referred Borrower shall send to as "COVERED TAXES"). If the Borrowers shall be required by law to deduct any Covered Taxes from or in respect of any sum payable hereunder, under any Revolving Loan or under any Letter of Credit to Administrative Agent for its own account or for the benefit account of any Lender or the Agent or any Tax Transferee, (A) the sum payable shall be increased as may be necessary so that after making all required deductions of Covered Taxes (including deductions of Covered Taxes applicable to additional sums payable under this Section 4.10) such Lender, the Agent or such Tax Transferee, as the case may be, receives a certified copy of an amount equal to the sum it would have received had no such deductions been made, original official receipt (B) the Borrowers shall make such deductions and (C) the Borrowers shall, jointly and severally, pay the full amount so deducted to the relevant taxation authority or other authority evidence acceptable to such Lender, acting reasonably) received by the Borrower showing payment thereof. The agreements in accordance with applicable lawthis Section 5.4 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Net Payments. (ai) Any and all All payments by the Borrowers hereunder, under the Revolving Loans or under the Letters of Credit to or for the benefit of any Lender applicable Borrower or the Agent Company under this Agreement shall be made free without setoff or counterclaim and clear (unless, in the case of Competitive Bid Loans only, otherwise agreed to between the Borrower 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 and all present or future taxes, levies, imposts, deductionsduties or other charges of whatsoever nature imposed by any Governmental Authority, charges other than any tax on or withholdings and penaltiesmeasured by the net income of a Bank pursuant to the income tax laws of the United States or of the jurisdictions where such Bank's principal or Applicable Lending Office is located (collectively, interests and all other liabilities with respect thereto ("TAXESTaxes"), including any Taxes imposed ) shall not be less than the amounts otherwise specified to be paid under Section 7701(l) of this Agreement. If the Internal Revenue Code, excluding, (i) in the case of each such Lender applicable Borrower or the AgentCompany is required by law to make any deduction or withholding from any payment due hereunder, then the amount payable will be increased to such amount which, after deduction from such increased amount of all amounts required to be deducted or withheld therefrom, will not be less than the amount otherwise due and payable. Without prejudice to the foregoing, if any Bank or the Administrative Agent is required to make any payment on account of Taxes, the Company will, upon notification by the Bank or the Administrative Agent promptly indemnify such person against such Taxes, together with any interest, penalties and expenses payable or incurred in connection therewith. The Company shall also reimburse each Bank, upon the written request of such Bank, for taxes imposed on its or measured by the net income (including, without limitationof such Bank pursuant to the laws of the United States of America, any taxes imposed on branch profits) and franchise taxes imposed on it by 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 which such Lender, or the Agent (as the case may be) is organized or any political subdivision thereof, (ii) in the case or taxing authority of each Lender, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable Lending Office or any political subdivision thereof, (iii) in the case of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender or the Agent, as applicable, as of the Closing Date (other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit pursuant to the provisions hereof, or a Foreign Lender or the Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or jurisdiction as such Foreign Lender or the Agent in that event, being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they Bank shall determine are in effect and would apply to a payment to payable by such Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be (all such nonexcluded Taxes being hereinafter referred to as "COVERED TAXES"). If the Borrowers shall be required by law to deduct any Covered Taxes from or Bank in respect of any sum payable hereunder, under any Revolving Loan or under any Letter of Credit Taxes paid to or on behalf of such Bank pursuant to Article 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 Bank under this Section 2.10(f) submitted to the Company by such Bank shall, absent manifest error, be final, conclusive and binding for the benefit all purposes upon all parties hereto. With respect to each deduction or withholding for or on account of any Lender or Taxes, the Agent or any Tax TransfereeCompany shall promptly furnish to each Bank such certificates, (A) the sum payable shall be increased receipts and other documents as may be necessary so that after making all required deductions (in the judgment of Covered Taxes (including deductions of Covered Taxes applicable such Bank) to additional sums payable under this Section 4.10) establish any tax credit to which such Lender, the Agent or such Tax Transferee, as the case Bank may be, receives an amount equal to the sum it would have received had no such deductions been made, (B) the Borrowers shall make such deductions and (C) the Borrowers shall, jointly and severally, pay the full amount so deducted to the relevant taxation authority or other authority in accordance with applicable lawbe entitled.

Net Payments. (a) Any and all payments made by the Borrowers hereunder, under the Revolving Loans or under the Letters of Credit to or for the benefit on behalf of any Lender Loan Party under this Agreement or the Agent any other Loan Document shall be made free and clear of of, and without deduction or withholding for any and all present or future taxes, levies, imposts, deductions, charges or withholdings and penalties, interests and all other liabilities with respect thereto ("TAXES"), including any Taxes imposed under Section 7701(l) of the Internal Revenue Code, excluding, (i) in the case of each such Lender or the Agent, taxes imposed on its net income (including, without limitationaccount of, any taxes imposed on branch profits) and franchise taxes imposed on it by the jurisdiction under the laws of which such Lender, or the Agent (as the case may be) is organized or any political subdivision thereof, (ii) in the case of each Lender, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable Lending Office or any political subdivision thereof, (iii) in the case of each such Lender and the Agent, any Taxes Indemnified Taxes; provided that are in effect and that would apply to a payment to such Lender or the Agent, as applicable, as of the Closing Date (other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan Party or Letter of Credit pursuant to the provisions hereof, or a Foreign Lender or the Administrative Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that event, being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be (all such nonexcluded Taxes being hereinafter referred to as "COVERED TAXES"). If the Borrowers shall be required by law applicable Requirements of Law to deduct or withhold any Covered Indemnified Taxes from or in respect of any sum payable hereundersuch payments, under any Revolving Loan or under any Letter of Credit to or for the benefit of any Lender or the Agent or any Tax Transferee, then (Ai) the sum payable by the applicable Loan Party shall be increased as may be necessary so that after making all required deductions of Covered Taxes and withholdings (including deductions of Covered Taxes or withholdings applicable to additional sums payable under this Section 4.104.5) such Lenderthe Administrative Agents, the Collateral Agent or such Tax Transfereeany Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (Bii) the Borrowers applicable Loan Party and the Administrative Agents shall make such deductions or withholdings and (Ciii) the Borrowers shall, jointly applicable Loan Party and severally, the Administrative Agents shall timely pay the full amount so deducted or withheld to the relevant taxation authority or other authority Governmental Authority within the time allowed and in accordance with applicable lawRequirements of Law. Whenever any Indemnified Taxes are payable by any Loan Party (or any Taxes are withheld by a Loan Party from payments made under this Agreement), as promptly as possible thereafter, such Loan Party shall send to the applicable 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 such Loan Party showing payment thereof. For purposes of this Section 4.5, (x) any payments by any Administrative Agent to a Lender of any amounts received by such Administrative Agent from any Loan Party on behalf of such Lender shall be treated as a payment from the Loan Party to such Lender and (y) if a Lender is treated as a partnership or a qualified intermediary by a jurisdiction imposing an Indemnified Tax, any withholding or payment of such Indemnified Tax by the Lender in respect of any of such Lender’s partners, or any of the beneficial owners with respect to such qualified intermediary, shall be considered a withholding or payment of such Indemnified Tax by the applicable Loan Party.

Net Payments. (a) Any and All payments made by the Borrower hereunder or under any Loan Document will be made without setoff, counterclaim or other defense. Except as provided in Section 4.7(d), all payments by hereunder and under any of the Borrowers hereunderLoan -------------- Documents (including, under the Revolving Loans or under the Letters without limitation, payments on account of Credit to or for the benefit of any Lender or the Agent 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 and all present or future taxestax, leviesduty, impostslevy, deductionsimpost, charges assessment or withholdings and penaltiesother charge of whatever nature now or hereafter imposed by any Governmental Authority, interests and all other liabilities with respect thereto but excluding therefrom ("TAXES"), i) a tax imposed on or measured by the overall net income (including any Taxes imposed under Section 7701(la franchise tax based on net income) of the Internal Revenue Code, excluding, (i) lending office of the Lender in respect of which the case of each such Lender or the Agent, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits) and franchise taxes imposed on it payment is made by the jurisdiction under in which the laws of which such Lender, Lender is incorporated or the Agent jurisdiction (as the case may be) is organized or any political subdivision or taxing authority thereof) in which its lending office is located, (ii) in the case of each Lenderany 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 on its net income 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 taxes imposed on branch profits), and franchise taxes imposed on it, guideline or policy not having the force of law) by any authority charged with the jurisdiction of administration thereof subsequent to the date such Lender's applicable Lending Office Lender becomes a Lender with respect to the Loan or any political subdivision thereofportion thereof affected by such change, (iii) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the case of each 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 Agentdate hereof, any Taxes that are in effect and that would apply taxes to a payment to which such Lender or is subject on the Agent, as applicable, as of the Closing Date date it becomes a party hereto (other than any Taxes imposed under Section 7701(l) taxes which each of the Internal Revenue Code), other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement) and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit pursuant taxes to which the Lender becomes subject subsequent to the provisions hereofdate referred to in clause (iii) above as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a Foreign 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 Agent changes recognition by the office Lender of gain on the sale, assignment or participation by the Lender of the participating interests in which its creditor positions hereunder (such tax or taxes, other than the Borrowing is made, accounted for tax or booked taxes described in Sections 4.7(a)(i) through (any such person, or such Foreign Lender or the Agent in that eventiv), being herein referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be (all such nonexcluded Taxes being hereinafter referred ------------------ ---- to as "COVERED TAXESTax" or "Taxes"). If the Borrowers shall be Borrower is required by law to deduct make any Covered --- ----- deduction or withholding of any Taxes from or in respect of any sum payable hereunder, under any Revolving Loan payment due hereunder or under any Letter of Credit to or for the benefit of any Lender or Loan Documents, then the Agent or any Tax Transferee, (A) the sum amount payable shall 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 may be necessary so that after making all required deductions of Covered Taxes (including deductions of Covered Taxes applicable to any additional sums amounts payable to a Lender under this Section 4.10) such Lender, the Agent or such Tax Transferee, as the case may be, receives an amount equal ------- 4.7 submitted to the sum it would have received had no Borrower by such deductions been made, (B) Lender shall show in reasonable detail the Borrowers shall make --- amount payable and the calculations used to determine in good faith such deductions amount and (C) the Borrowers shall, jointly absent manifest error, be final, conclusive and severally, pay the full amount so deducted to the relevant taxation authority or other authority in accordance with applicable lawbinding upon all parties hereto.

Net Payments. (a) Any and all All payments by the Borrowers hereunder, Borrower under the Revolving Loans this Agreement or under the Letters of any Credit to or for the benefit of any Lender or the Agent Document shall be made free without setoff or counterclaim and clear in such amounts as may be necessary in order that all such payments (after deduction or withholding for, or on account of and without deduction for any and all present or future income, stamp or other taxes, levies, imposts, deductionsduties, fees or other charges of whatsoever nature, levied, collected, withheld, assessed or withholdings and penaltiesimposed by any Governmental Authority, interests and all other liabilities with respect thereto ("TAXES")than any tax on, including any Taxes imposed under Section 7701(l) or measured by, the net income of a Lender pursuant to the income tax laws of the Internal Revenue Codejurisdictions where such Lender’s principal or lending office is located (collectively, excluding“Taxes”)) shall not be less than the amounts otherwise specified to be paid under this Agreement or under any Credit Document. If the Borrower is required by law to make any deduction or withholding, on account of Taxes, from any payment due hereunder, or under the Notes, then (ia) in the case Borrower shall timely remit such Taxes to the Governmental Authority imposing the same and (b) the amount payable hereunder or under the Notes will be increased to such amount which, after deduction from such increased amount of each such Lender all amounts required to be deducted or withheld therefrom, will not be less than the amount otherwise due and payable. Without prejudice to the foregoing, if any Lender, or the Agent, is required to make any payment on account of Taxes, the Borrower will, upon notification by the Lender or the Agent (which notice shall show the amount of such Taxes) promptly indemnify such person against such Taxes, together with any interest, penalties and expenses payable or incurred in connection therewith. The Borrower shall also reimburse each Lender, upon the written request of such Lender, for federal income taxes and any other taxes imposed on its on, or measured by, the net income (including, without limitation, any taxes imposed on branch profits) and franchise taxes imposed on it by of such Lender pursuant to the laws of the jurisdiction in which the principal office or lending office of such Lender is located or under the laws of which such Lender, or the Agent (as the case may be) is organized or any political subdivision thereofor taxing authority of any such jurisdiction as such Lender shall determine are payable by such Lender in respect of Taxes paid to or on behalf of such Lender pursuant to this Section 3.7. For purposes of this Section, the term “Taxes” includes interest, penalties and expenses payable or incurred in connection therewith. A certificate as to any additional amounts payable to a Lender under this Section 3.7 submitted to the Borrower by such Lender shall, absent manifest error, be final, conclusive and binding for all purposes upon all parties hereto. With respect to each deduction or withholding for or on account of any Taxes, the Borrower shall promptly furnish to each Lender such certificates, receipts and other documents as may be required (ii) in the case of each Lender, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction judgment of such Lender's applicable Lending Office or ) to establish any political subdivision thereof, (iii) in the case of each tax credit to which such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender or the Agent, as applicable, as of the Closing Date (other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit pursuant to the provisions hereof, or a Foreign Lender or the Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that event, being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be (all such nonexcluded Taxes being hereinafter referred to as "COVERED TAXES"). If the Borrowers shall be required by law to deduct any Covered Taxes from or in respect of any sum payable hereunder, under any Revolving Loan or under any Letter of Credit to or for the benefit of any Lender or the Agent or any Tax Transferee, (A) the sum payable shall be increased as may be necessary so that after making all required deductions of Covered Taxes (including deductions of Covered Taxes applicable to additional sums payable under this Section 4.10) such Lender, the Agent or such Tax Transferee, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (B) the Borrowers shall make such deductions and (C) the Borrowers shall, jointly and severally, pay the full amount so deducted to the relevant taxation authority or other authority in accordance with applicable lawentitled.

Net Payments. (a) Any and all All payments made by any Credit Party under any Credit Document (including, in the Borrowers hereundercase of a Borrower, under the Revolving Loans in its capacity as a guarantor pursuant to Section 14) or under the Letters of Credit to any Note will be made without setoff, counterclaim or for the benefit of any Lender or the Agent shall other defense. Except as provided in Section 4.04(b), all such payments will be made free and clear of of, and without deduction for or withholding for, any and all present or future taxes, levies, imposts, deductionsduties, fees, assessments or other charges of whatever nature now or withholdings and penaltieshereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, interests except as provided in the second succeeding sentence, any tax imposed on or measured by the net income of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all other interest, penalties or similar liabilities with respect thereto ("TAXES")all such non-excluded taxes, including any Taxes imposed under Section 7701(l) of the Internal Revenue Codelevies, excludingimposts, (i) in the case of each such Lender duties, fees, assessments or the Agent, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits) and franchise taxes imposed on it by the jurisdiction under the laws of which such Lender, or the Agent (as the case may be) is organized or any political subdivision thereof, (ii) in the case of each Lender, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable Lending Office or any political subdivision thereof, (iii) in the case of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender or the Agent, as applicable, as of the Closing Date (other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit pursuant to the provisions hereof, or a Foreign Lender or the Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that event, charges being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be (all such nonexcluded Taxes being hereinafter referred to collectively as "COVERED TAXES"Taxes”). If any Taxes are so levied or imposed, the Borrowers shall be required by law respective Borrower (and any other Credit Party making the payment) agrees to deduct any Covered Taxes from or in respect pay the full amount of any sum payable hereundersuch Taxes, under any Revolving Loan or under any Letter of Credit to or for the benefit of any Lender or the Agent or any Tax Transferee, (A) the sum payable shall be increased and such additional amounts as may be necessary so that after making every payment of all required deductions of Covered Taxes (including deductions of Covered Taxes applicable to additional sums payable amounts due under this Section 4.10Agreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the applicable Borrower (and any other Credit Party making the payment) shall be obligated to reimburse each Lender, upon the written request of such Lender, for the Agent net additional taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured by the net income of such Tax Transferee, as the case may be, receives an amount equal Lender pursuant to the sum it would have received had no laws of the jurisdiction in which such deductions been madeLender 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 applicable Bor- rower (Bor Credit Party) 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 such Borrower (or the respective other Credit Party). The Borrowers shall make such deductions and (C) the Borrowers shall, jointly and severallyseverally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, pay and the full incorporation by reference therein of the provisions of this Section 4.04, shall agree) to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so deducted to the relevant taxation authority levied or other authority in accordance with applicable lawimposed and paid by such Lender.

Net Payments. (a) Any and all All payments made by Borrower or the Borrowers hereunder, under the Revolving Loans ------------ Guarantors hereunder or under any Note and the Letters of Credit to Guarantees will be made without setoff, counterclaim or for the benefit of any Lender or the Agent shall other defense. Except as provided in Section 5.06(b), all such payments will be made free and clear of of, and without deduction for or withholding for, any and all present or future taxes, levies, imposts, deductionsduties, fees, assessments or other charges of whatever nature now or withholdings hereafter imposed by any Governmental Authority or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income or net profits of a Lender (a) pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or Applicable Lending Office of such Lender is located or any subdivision thereof or therein or (b) as a result of a present or former connection between the Administrative Agent or such Lender and penaltiesthe Governmental Authority imposing such net income or net profits tax (other than any such connection arising solely from the Administrative Agent or such Lender having executed, interests delivered or performed its obligations or received a payment under, or enforced, this Agreement, the Guarantees or any Note)) and all other interest, penalties or similar liabilities with respect thereto ("TAXES")all such non-excluded taxes, including any Taxes imposed under Section 7701(l) of the Internal Revenue Codelevies, excludingimposts, (i) in the case of each such Lender duties, fees, assessments or the Agent, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits) and franchise taxes imposed on it by the jurisdiction under the laws of which such Lender, or the Agent (as the case may be) is organized or any political subdivision thereof, (ii) in the case of each Lender, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable Lending Office or any political subdivision thereof, (iii) in the case of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender or the Agent, as applicable, as of the Closing Date (other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit pursuant to the provisions hereof, or a Foreign Lender or the Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that event, charges being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be (all such nonexcluded Taxes being hereinafter referred to collectively as "COVERED TAXESCovered Taxes"). If the Borrowers shall be required by law to deduct any Covered ------------- Taxes from are so levied or in respect of any sum payable hereunderimposed, under any Revolving Loan or under any Letter of Credit to or for the benefit of any Lender or the Agent or any Tax Transferee, (A) the sum payable shall be increased as may be necessary so that after making all required deductions of Covered Taxes (including deductions of Covered Taxes applicable to additional sums payable under this Section 4.10) such Lender, the Agent or such Tax TransfereeBorrower and each Guarantor, as the case may be, receives an amount equal agrees to the sum it would have received had no such deductions been made, (B) the Borrowers shall make such deductions and (C) the Borrowers shall, jointly and severally, pay the full amount of such Covered Taxes, and such additional amounts as may be necessary so deducted that every payment of all amounts due under this Agreement, the Guarantees or under any Note, after withholding or deduction for or on account of any Covered Taxes, will not be less than the amount provided for herein or in such Note. If any amounts are payable in respect of Covered Taxes pursuant to the relevant taxation preceding sentence, Borrower agrees to reimburse each Lender, upon the written request of such Lender, (i) for taxes imposed on or measured by the net income or net profits of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or Applicable Lending Office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction by reason of the making of payments in respect of Covered Taxes pursuant to this Section (including pursuant to this sentence) and (ii) for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender 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; provided, -------- however, that Borrower's obligations shall be reduced by any Tax Benefit ------- described in the following paragraph. Borrower or the Guarantors, as the case may be, will furnish to the Administrative Agent within 45 days after the date the payment of any Covered Taxes is due pursuant to applicable law certified copies of tax receipts or other authority in accordance documentation evidencing such payment by Borrower. Borrower and the Guarantors agree to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Covered Taxes so levied or imposed and paid by such Lender and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with applicable lawrespect thereto.

Net Payments. (a) Any and all All payments made by the Borrowers hereunder, under Borrower to the Revolving Loans ------------ Administrative Agent or under the Letters of Credit to or for the benefit of any Lender hereunder and under any Note will be made without setoff, counterclaim or the Agent shall other defense. Except as provided in Section 3.4(b), all such payments will be made free and clear of of, and without deduction for or withholding for, any and all present or future taxes, levies, imposts, deductionsduties, fees, assessments or other charges of whatever nature now or withholdings and penaltieshereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, interests except as provided in the second succeeding sentence, any tax imposed on or measured by the net income or net profits of a Lender pursuant to the laws of the jurisdiction in which it is doing business, organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all other interest, penalties or similar liabilities with respect thereto ("TAXES"), including any Taxes imposed under Section 7701(l) of the Internal Revenue Code, excluding, (i) in the case of each such Lender or the Agent, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits) and franchise taxes imposed on it by the jurisdiction under the laws of which such Lender, or the Agent (as the case may be) is organized or any political subdivision thereof, (ii) in the case of each Lender, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable Lending Office or any political subdivision thereof, (iii) in the case of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender non-excluded taxes, levies, imposts, duties, fees, assessments or the Agentother charges (all such non-excluded taxes, as applicablelevies, as of the Closing Date (imposts, duties, fees, assessments or other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit pursuant to the provisions hereof, or a Foreign Lender or the Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that event, charges being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be (all such nonexcluded Taxes being hereinafter referred to collectively as "COVERED TAXESTaxes"). If any Taxes are ----- so levied or imposed, the Borrowers shall be required by law Borrower agrees to deduct any Covered Taxes from or in respect pay the full amount of any sum payable hereundersuch Taxes, under any Revolving Loan or under any Letter of Credit to or for the benefit of any Lender or the Agent or any Tax Transferee, (A) the sum payable shall be increased and such additional amounts as may be necessary so that after making every payment of all required deductions of Covered Taxes (including deductions of Covered Taxes applicable to additional sums payable amounts due under this Section 4.10) Agreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for taxes imposed on or measured by the Agent net income or net profits of such Tax Transferee, as the case may be, receives an amount equal Lender pursuant to the sum it would have received had no laws of the jurisdiction in which such deductions been madeLender is doing business, (B) organized or in which the Borrowers 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 doing business, organized or in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall make reasonably determine are payable by, or withheld from, such deductions and (C) the Borrowers shallLender, jointly and severally, pay the full amount in respect of such amounts so deducted paid to or on behalf of such Lender pursuant to the relevant taxation authority preceding sentence and in respect of any amounts paid to or other authority in accordance with on behalf of such Lender pursuant to this sentence. The Borrower will furnish to such Lender within 45 days after the date the payment of any Taxes is due pursuant to applicable lawlaw 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.

Net Payments. (a) Any and all All payments by the Borrowers hereunder, under the Revolving Loans or under the Letters of Credit to or for the benefit of any Lender or the Agent this Agreement shall be made free without setoff or counterclaim and clear in such amounts as may be necessary in order that all such payments (after deduction or withholding for or on account of and without deduction for any and all present or future taxes, levies, imposts, deductions, duties or other charges of whatsoever nature imposed by any government or withholdings and penalties, interests and all any political subdivision or taxing authority thereof (herein collectively called the "Taxes") other liabilities with respect thereto ("TAXES"), including than any Taxes imposed on or measured by the net income, net worth or shareholders' capital of a Bank or a Participant or the Issuing Bank pursuant to the income tax laws of the jurisdiction where such Bank's or the Issuing 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 and the Notes; PROVIDED that if any Bank or any Participant or the Issuing Bank fails to comply with the applicable provisions of Section 7701(l10.06(g) hereof or paragraph (b) of this Section 2.12, as the Internal Revenue Codecase may be, excludingthen, all such payments to such Bank or to any Bank which has sold a participation pursuant to Section 10.06(b) hereof or to the Issuing Bank shall be net of any amounts the Company is required to withhold under applicable law. For a Bank or the Issuing Bank to be entitled to compensation pursuant to this Section 2.12 (i) in the case of each compensation for United States Federal income or withholding Taxes in respect of any Interest Period, such Lender Bank or the Agent, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits) Issuing Bank must notify the Company within 30 days after the end of such Interest Period and franchise taxes imposed on it by the jurisdiction under the laws of which such Lender, or the Agent (as the case may be) is organized or any political subdivision thereof, (ii) in the case of each Lender, taxes imposed on its net income (including, without limitation, compensation for any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable Lending Office or any political subdivision thereof, (iii) in the case of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender or the Agent, as applicable, as of the Closing Date (United States Tax other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan a United States Federal income or Letter of Credit pursuant to the provisions hereof, or a Foreign Lender or the Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that event, being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such withholding Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be (all such nonexcluded Taxes being hereinafter referred to as "COVERED TAXES"). If the Borrowers shall be required by law to deduct any Covered Taxes from or in respect of any sum Interest Period, such Bank or the Issuing Bank must notify the Company within 30 days after such Bank or the Issuing Bank receives a written claim for such Tax from any government, political subdivision or taxing authority with respect to such Interest Period. A certificate as to any additional amounts payable hereunderto any Bank or the Issuing Bank under this Section 2.12 submitted to the Company by such Bank or the Issuing Bank shall show in reasonable detail the amount payable and the calculations used to determine such amount and shall be conclusive and binding upon the parties hereto, under any Revolving Loan in the absence of manifest error. With respect to each deduction or under any Letter of Credit to withholding for or for the benefit on account of any Lender Taxes, the Company shall promptly (and in any event not later than 45 days thereafter) furnish to each Bank or the Agent or any Tax TransfereeIssuing Bank such certificates, (A) the sum payable shall be increased receipts and other documents as may be necessary so that after making all required deductions (in the reasonable judgment of Covered Taxes (including deductions of Covered Taxes applicable such Bank or the Issuing Bank) to additional sums payable under this Section 4.10) establish any tax credit to which such Lender, Bank or the Agent or such Tax Transferee, as the case Issuing Bank may be, receives an amount equal to the sum it would have received had no such deductions been made, (B) the Borrowers shall make such deductions and (C) the Borrowers shall, jointly and severally, pay the full amount so deducted to the relevant taxation authority or other authority in accordance with applicable lawbe entitled.

Net Payments. (a) (a) Any and all payments made by the Borrowers hereunder, under the Revolving Loans or under the Letters of Credit to or for the benefit on behalf of any Lender Loan Party under this Agreement or the Agent any other Loan Document shall be made free and clear of of, and without deduction or withholding for any and all present or future taxes, levies, imposts, deductions, charges or withholdings and penalties, interests and all other liabilities with respect thereto ("TAXES"), including any Taxes imposed under Section 7701(l) of the Internal Revenue Code, excluding, (i) in the case of each such Lender or the Agent, taxes imposed on its net income (including, without limitationaccount of, any taxes imposed on branch profits) and franchise taxes imposed on it by the jurisdiction under the laws of which such Lender, or the Agent (as the case may be) is organized or any political subdivision thereof, (ii) in the case of each Lender, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable Lending Office or any political subdivision thereof, (iii) in the case of each such Lender and the Agent, any Taxes Indemnified Taxes; provided that are in effect and that would apply to a payment to such Lender or the Agent, as applicable, as of the Closing Date (other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan Party or Letter of Credit pursuant to the provisions hereof, or a Foreign Lender or the Administrative Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that event, being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be (all such nonexcluded Taxes being hereinafter referred to as "COVERED TAXES"). If the Borrowers shall be required by law applicable Requirements of Law to deduct or withhold any Covered Indemnified Taxes from or in respect of any sum payable hereundersuch payments, under any Revolving Loan or under any Letter of Credit to or for the benefit of any Lender or the Agent or any Tax Transferee, then (Ai) the sum payable by the applicable Loan Party shall be increased as may be necessary so that after making all required deductions of Covered Taxes and withholdings (including deductions of Covered Taxes or withholdings applicable to additional sums payable under this Section 4.104.5) such Lenderthe Administrative Agents, the Collateral Agent or such Tax Transfereeany Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (Bii) the Borrowers applicable Loan Party and the Administrative Agents shall make such deductions or withholdings and (Ciii) the Borrowers shall, jointly applicable Loan Party and severally, the Administrative Agents shall timely pay the full amount so deducted or withheld to the relevant taxation authority or other authority Governmental Authority within the time allowed and in accordance with applicable lawRequirements of Law. Whenever any Indemnified Taxes are payable by any Loan Party (or any Taxes are withheld by a Loan Party from payments made under this Agreement), as promptly as possible thereafter, such Loan Party shall send to the applicable 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 such Loan Party showing payment thereof. For purposes of this Section 4.5, (x) any payments by any Administrative Agent to a Lender of any amounts received by such Administrative Agent from any Loan Party on behalf of such Lender shall be treated as a payment from the Loan Party to such Lender and (y) if a Lender is treated as a partnership or a qualified intermediary by a jurisdiction imposing an Indemnified Tax, any withholding or payment of such Indemnified Tax by the Lender in respect of any of such Lender’sLender’s partners, or any of the beneficial owners with respect to such qualified intermediary, shall be considered a withholding or payment of such Indemnified Tax by the applicable Loan Party.

Net Payments. (ai) Any and all All payments made to the Bank by the Borrowers Jevic hereunder, under the Revolving Loans any Note or under the Letters of Credit to any other Loan Document will be made without set off, counterclaim or for the benefit of any Lender or the Agent shall other defense. All such payments will be made free and clear of of, and without deduction for or withholding for, any and all present or future taxes, levies, imposts, deductionsduties, fees, assessments or other charges of whatever nature now or withholdings and penaltieshereafter imposed by any jurisdiction or any political subdivision or taxing authority thereof or therein (but excluding, interests and all other liabilities with respect thereto ("TAXES")except as provided below, including any Taxes tax imposed under Section 7701(l) on or measured by the gross or net income of the Internal Revenue CodeBank (including all interest, excluding, (ipenalties or similar liabilities related thereto) in the case of each such Lender or the Agent, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits) and franchise taxes imposed on it by the jurisdiction under pursuant to the laws of which such Lender, or the Agent (as the case may be) is organized United States of America or any political subdivision thereof, (ii) in or taxing authority of the case United States of each Lender, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable Lending Office America or any political subdivision thereof, (iii) in which the case of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender principal office or the Agent, as applicable, as applicable lending office of the Closing Date (other than any Taxes imposed under Section 7701(l) of the Internal Revenue CodeBank is located), and all interest, penalties or similar liabilities with respect thereto (iv) if collectively, together with any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit amounts payable pursuant to the provisions hereofnext sentence, "Taxes"). Jevic shall also reimburse the Bank, upon the written request of the Bank, for Taxes imposed on or a Foreign Lender measured by the gross or net income of the Bank pursuant to the laws of the United States of America (or any State or political subdivision thereof) or the Agent changes the office jurisdiction (or any political subdivision or taxing authority thereof) in which the Borrowing principal office or applicable lending office of the Bank is made, accounted for located as the Bank shall determine are payable by the Bank due to the amount of Taxes paid to or booked (any such person, or such Foreign Lender on behalf of the Bank pursuant to this or the Agent in that event, being referred to as a "TAX TRANSFEREE"), preceding sentence. If any Taxes (other than Taxes imposed under Section 7701(l) of are so levied or imposed, Jevic agrees to pay the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition full amount of such interest or change in officeTaxes, as the case may be (all and such nonexcluded Taxes being hereinafter referred to as "COVERED TAXES"). If the Borrowers shall be required by law to deduct any Covered Taxes from or in respect of any sum payable hereunder, under any Revolving Loan or under any Letter of Credit to or for the benefit of any Lender or the Agent or any Tax Transferee, (A) the sum payable shall be increased additional amounts as may be necessary so that every payment of all amounts due hereunder, under any Note or under any other Loan Document, after making all required deductions withholding or deduction for or on account of Covered Taxes (including deductions of Covered Taxes applicable to additional sums payable under this Section 4.10) any Taxes, will not be less than the amount provided for herein or in such Lender, the Agent or such Tax Transferee, as the case may be, receives an amount equal Note. Jevic will furnish to the sum it would have received had no Bank upon request certified copies of tax receipts evidencing such deductions been madepayment by Jevic. Jevic will indemnify and hold harmless the Bank, (B) and reimburse the Borrowers shall make such deductions Bank upon its written request, for the amount of any Taxes so levied or imposed and (C) paid or withheld by the Borrowers shall, jointly and severally, pay the full amount so deducted to the relevant taxation authority or other authority in accordance with applicable lawBank.

Net Payments. (a) Any and all All payments by the Borrowers hereunder, Borrower under the Revolving Loans this Agreement or under the Letters of any Credit to or for the benefit of any Lender or the Agent Document shall be made free without set-off or counterclaim and clear in such amounts as may be necessary in order that all such payments (after deduction or withholding for or on account of and without deduction for any and all present or future taxes, levies, imposts, deductionsduties or other charges of whatsoever nature imposed by any government or any political subdivision or taxing authority thereof, charges other than any tax on or withholdings and penaltiesmeasured by the net income of a Bank or the Administrative Agent pursuant 39 -33- to the income tax laws of the United States or of the jurisdiction in which such Bank is incorporated or the jurisdiction where such Bank's lending or principal executive office is located or organized or in which it has any other contacts or connections that would subject it to taxation therein (collectively, interests and all other liabilities with respect thereto ("TAXESTaxes")) shall not be less than the amounts otherwise specified to be paid under this Agreement and/or any Credit Document. In the event that a Bank receives a refund of any Tax included in a payment made by the Borrower pursuant to the preceding sentence, including the Bank agrees to pay the Borrower any Taxes imposed under Section 7701(l) of amount refunded to the Internal Revenue Code, excluding, (i) Bank which shall be determined in the Bank's sole discretion to be a refund in respect of such Tax, and in no case shall the Borrower be entitled to review any tax returns or tax records of any Bank for any reason whatsoever. A certificate as to the calculation of any additional amounts payable to a Bank under this Section 3.04 submitted to the Borrower by such Bank shall, absent manifest error, be final, conclusive and binding for all purposes upon all parties hereto. With respect to each deduction or withholding for or on account of any Taxes, the Borrower shall promptly furnish to each Bank such Lender or certificates, receipts and other documents as may be required (in the Agentreasonable judgment of such Bank) to establish any tax credit to which such Bank may be entitled. The Borrower shall also reimburse each Bank, upon the written request of such Bank, for taxes imposed on its or measured by the net income (including, without limitationof such Bank pursuant to the laws of the United States of America, any taxes imposed on branch profits) and franchise taxes imposed on it by State or political subdivision thereof, or the jurisdiction in which such Bank is incorporated, or a jurisdiction in which the principal office or lending office of such Bank is located, or under the laws of which such Lender, or the Agent (as the case may be) is organized or any political subdivision thereof, (ii) in the case or taxing authority of each Lender, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable Lending Office or any political subdivision thereof, (iii) in the case of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender or the Agentjurisdiction, as applicablesuch Bank shall determine are or were payable by such Bank, as of the Closing Date (other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit pursuant to the provisions hereof, or a Foreign Lender or the Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that event, being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be (all such nonexcluded Taxes being hereinafter referred to as "COVERED TAXES"). If the Borrowers shall be required by law to deduct any Covered Taxes from or in respect of any sum amounts payable hereunder, under any Revolving Loan to such Bank pursuant to this Section 3.04; provided that no assignee or under any Letter of Credit to or for the benefit transferee of any Lender or the Agent or any Tax Transferee, (A) the sum payable Bank shall be increased as may be necessary so that after making all required deductions of Covered Taxes (including deductions of Covered Taxes applicable entitled to additional sums payable receive any greater payment under this Section 4.103.04 than such Bank would have been entitled to receive with respect to the rights assigned, or otherwise transferred unless (1) such Lender, assignment or transfer shall have been made at a time when the Agent or such Tax Transferee, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, circumstances (B) the Borrowers shall make such deductions and (C) the Borrowers shall, jointly and severally, pay the full amount so deducted to the relevant taxation authority or other authority including changes in accordance with applicable law) giving rise to such greater payment did not exist or had not yet occurred or (2) such assignment or transfer shall have been at the request of the Borrower.

Net Payments. (aa.) Any and all All payments made by the Borrowers hereunder, under the Revolving Loans any Obligor hereunder or under the Letters of Credit to any Note or for the benefit of any Lender Guarantee will be made without setoff, counterclaim or the Agent shall other defense. Except as provided in Section 5.06(b), all such payments will be made free and clear of of, and without deduction for or withholding for, any and all present or future taxes, levies, imposts, deductions, charges Taxes now or withholdings and penalties, interests hereafter imposed by any Governmental Authority or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding any Excluded Tax) and all other interest, penalties or similar liabilities with respect thereto ("TAXES"), including any Taxes imposed under Section 7701(l) of the Internal Revenue Code, excluding, (i) in the case of each all such Lender or the Agent, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits) and franchise taxes imposed on it by the jurisdiction under the laws of which such Lender, or the Agent (as the case may be) is organized or any political subdivision thereof, (ii) in the case of each Lender, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable Lending Office or any political subdivision thereof, (iii) in the case of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender or the Agent, as applicable, as of the Closing Date (other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit pursuant to the provisions hereof, or a Foreign Lender or the Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that event, being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(lExcluded Taxes) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be (all such nonexcluded Taxes being hereinafter referred to collectively as "COVERED TAXESCovered Taxes"). If the Borrowers shall be required by law to deduct any Covered Taxes from are so levied or in respect imposed, each Obligor agrees on a joint and several basis to pay the full amount of any sum payable hereundersuch Covered Taxes, under any Revolving Loan or under any Letter of Credit to or for the benefit of any Lender or the Agent or any Tax Transferee, (A) the sum payable shall be increased and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement, the Guarantees or under any Note, after making all required deductions withholding or deduction for or on account of any Covered Taxes, will not be less than the amount provided for herein or in such Note. If any amounts are payable in respect of Covered Taxes pursuant to the preceding sentence, each Obligor agrees, notwithstanding the definition of Excluded Taxes, to reimburse on a joint and several basis each Lender, upon the written request of such Lender, (including deductions i) for Taxes imposed on or measured by the net income or net profits of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or Applicable Lending Office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction by reason of the making of payments in respect of Covered Taxes applicable pursuant to additional sums payable under this Section 4.10(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. 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 Agent amount of any Covered Taxes so levied or imposed and paid by such Tax TransfereeLender and any liability (including penalties, as the case may beadditions to tax, receives an amount equal to the sum it would have received had no such deductions been made, (Binterest and expenses) the Borrowers shall make such deductions and (C) the Borrowers shall, jointly and severally, pay the full amount so deducted to the relevant taxation authority arising therefrom or other authority in accordance with applicable lawrespect thereto.

Net Payments. (a) Any and Except as provided for in Section 3.3(b), all payments made by the Borrowers Borrower hereunder, under any Note or any other Loan Document, including all payments made by the Revolving Loans or Borrower pursuant to its guaranty obligations under the Letters of Credit to or for the benefit of any Lender or the Agent shall Section 10, will be made free and clear of of, and without deduction for or withholding for, any and all present or future taxes, levies, imposts, deductionsduties, fees, assessments or other charges of whatever nature now or withholdings and penalties, interests and all other liabilities hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect thereto to such payments ("TAXES"), including any Taxes imposed under Section 7701(l) of the Internal Revenue Code, excluding, but excluding (i) in the case of each such Lender or the Agent, taxes any tax imposed on its or measured by the net income (including, without limitation, any taxes imposed on branch profits) or net profits of a Lender and franchise taxes imposed on it pursuant to the laws of the jurisdiction under which such Lender is organized or the jurisdiction in which the principal office or Applicable Lending Office of such Lender, as applicable, is located or any subdivision thereof or therein, (ii) any branch profits tax imposed on any Lender by the United States or by the jurisdiction under of the laws of which such Lender, ’s principal office or the Agent (as the case may be) is organized or any political subdivision thereofApplicable Lending Office, (iiiii) any tax attributable to Lender’s failure to comply with Section 3.3(b), if it is legally entitled to do so, (iv) in the case of each Lender, taxes imposed on its net income a Lender that is not a United States person (including, without limitation, any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction of as such Lender's applicable Lending Office or any political subdivision thereof, (iii) term is defined in the case of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender or the Agent, as applicable, as of the Closing Date (other than any Taxes imposed under Section 7701(l7701(a)(30) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit pursuant to the provisions hereof, or a Foreign Lender or the Agent changes the office in which the Borrowing withholding tax that is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that event, being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment amounts payable to such Tax Transferee as Lender at the time it becomes a party to this Agreement (or designates a new Applicable Lending Office), except to the extent such Lender (or assignor) was entitled at the time of designation of a new Applicable Lending Office or assignment to receive additional amounts from the Borrower with respect to any withholding tax pursuant to this Section 3.3), or (v) any withholding tax that is imposed pursuant to Sections 1471 through 1474 of the date of the acquisition of Code and any current or future regulations or official interpretations thereof, and all interest, penalties or similar liabilities with respect to such interest non-excluded taxes, levies, imposts, duties, fees, assessments or change in office, as the case may be other charges (all such nonexcluded Taxes non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being hereinafter referred to collectively as "COVERED TAXES"“Taxes”). If Subject to Section 3.3(b), if any Taxes are so levied or imposed, the Borrowers shall be required by law Borrower agrees to deduct any Covered pay the full amount of such Taxes from or in respect of any sum payable hereunder, under any Revolving Loan or under any Letter of Credit and such additional amounts (including additional amounts to or compensate for the benefit of any Lender or the Agent or any Tax Transferee, (Awithholding on amounts paid pursuant to this Section 3.3) the sum payable shall be increased as may be necessary so that every payment by it of all amounts due hereunder, under any Note or under any other Loan Document, after making all required deductions withholding or deduction for or on account of Covered any Taxes (including deductions of Covered Taxes applicable to additional sums payable under this Section 4.10) will not be less than the amount such Lender, the Agent or such Tax Transferee, as the case may be, receives an amount equal to the sum it Lender would have received had no deduction, withholding or payment been required or made with respect to such deductions been madeTaxes. Subject to Section 3.3(b), (B) the Borrowers shall make Borrower will indemnify and hold harmless the Administrative Agent and each Lender, and reimburse the Administrative Agent or such deductions Lender upon its written request, for the amount of any Taxes imposed on and (C) the Borrowers shall, jointly and severally, pay the full amount so deducted paid by such Lender. The Borrower will furnish to the relevant taxation authority 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 authority in accordance with applicable lawevidence satisfactory to the respective Lender, evidencing such payment by the Borrower.

Net Payments. (a) Any and all All payments by on, or in respect of, the Borrowers hereunder, under the Revolving Loans or under the Letters of Credit to or for the benefit Senior Debt Securities of any Lender or the Agent series shall be made free and clear of and by the Guarantor without deduction for or withholding for, or on account of, any and all present or and future income, stamp and other taxes, levies, imposts, deductionsduties, charges charges, fees, deductions or withholdings and penaltiesnow or hereafter imposed, interests and all other liabilities with respect thereto ("TAXES")levied, including any Taxes imposed under Section 7701(l) collected, withheld or assessed by or on behalf of the Internal Revenue Code, excluding, (i) in the case of each such Lender or the Agent, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits) and franchise taxes imposed on it by the jurisdiction under the laws of which such LenderUnited Kingdom, or the Agent (as jurisdiction of residence or incorporation of the case may be) is organized Guarantor, or any political subdivision thereof, or taxing authority thereof or therein (ii) in the case of each Lender, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits“Guarantor Taxing Jurisdiction”), unless such deduction or withholding is required by law. If a withholding or deduction at source is required, the Guarantor shall, subject to the same limitations and franchise taxes imposed on it, by exceptions set forth in Section 10.04 of this Senior Debt Securities Indenture (substituting the jurisdiction of such Lender's applicable Lending Office or any political subdivision thereof, (iii) in Guarantor for the case of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender or the Agent, as applicable, as of the Closing Date (other than any Taxes imposed under Section 7701(l) of the Internal Revenue CodeCompany therein), and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit pursuant pay to the provisions hereof, or a Foreign Lender or the Agent changes the office in which the Borrowing is made, accounted for or booked (Holder of any such person, or Senior Debt Security such Foreign Lender or the Agent in that event, being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be (all such nonexcluded Taxes being hereinafter referred to as "COVERED TAXES"). If the Borrowers shall be required by law to deduct any Covered Taxes from or in respect of any sum payable hereunder, under any Revolving Loan or under any Letter of Credit to or for the benefit of any Lender or the Agent or any Tax Transferee, (A) the sum payable shall be increased additional amounts as may be necessary so that every net payment of principal, premium, if any, interest or any other amount made to such Holder, after making all required deductions such withholding or deduction, shall not be less than the amount provided for in such Senior Debt Security and this Senior Debt Securities Indenture to be then due and payable. Except as otherwise provided in or pursuant to this Senior Debt Securities Indenture or the Senior Debt Securities of Covered Taxes the applicable series, where payment will be made by the Guarantor under Section 13.01, where possible, at least 10 days prior to the first interest payment date with respect to a series of Senior Debt Securities (including deductions or if the Senior Debt Securities of Covered Taxes applicable such series shall not bear interest prior to additional sums payable Maturity, the first day on which a payment of principal is made) under Section 12.01, and at least 10 days prior to each date of payment of principal or interest under Section 12.01 if there has been any change with respect to the matters set forth in the below-mentioned Guarantor Officer’s Certificate, the Guarantor shall furnish to the Trustee and the Paying Agent a Guarantor Officer’s Certificate instructing the Trustee and such Paying Agent whether such payment of principal of and premium, if any, interest or any other amounts on the Senior Debt Securities of such series shall be made to Holders of Senior Debt Securities of such series without withholding for or on account of any tax, fee, duty, assessment or other governmental charge described in this Section 4.10) 12.02. If any such Lenderwithholding shall be required, then such Guarantor Officer’s Certificate shall specify by Guarantor Taxing Jurisdiction the Agent amount required to be withheld on payments to such Holders of Senior Debt Securities, and that the Guarantor agrees to pay to the Trustee or such Tax TransfereePaying Agent the additional amounts required by this Section 12.02. The Guarantor covenants to indemnify the Trustee and any Paying Agent for, as the case may beand to hold them harmless against, receives an amount equal any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Guarantor Officer’s Certificate furnished pursuant to the sum it would have received had no such deductions been made, (B) the Borrowers shall make such deductions and (C) the Borrowers shall, jointly and severally, pay the full amount so deducted to the relevant taxation authority or other authority in accordance with applicable lawthis Section 12.02.

Net Payments. (a) Any and All payments made by the Borrower hereunder or under any Loan Document will be made without setoff, counterclaim or other defense. Except as provided in SECTION 4.7(d), all payments by hereunder and under any of the Borrowers hereunderLoan Documents (including, under the Revolving Loans or under the Letters without limitation, payments on account of Credit to or for the benefit of any Lender or the Agent 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 and all present or future taxestax, leviesduty, impostslevy, deductionsimpost, charges assessment or withholdings and penaltiesother charge of whatever nature now or hereafter imposed by any Governmental Authority, interests and all other liabilities with respect thereto but excluding therefrom ("TAXES"), i) a tax imposed on or measured by the overall net income (including any Taxes imposed under Section 7701(la franchise tax based on net income) of the Internal Revenue Code, excluding, (i) lending office of the Lender in respect of which the case of each such Lender or the Agent, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits) and franchise taxes imposed on it payment is made by the jurisdiction under in which the laws of which such Lender, Lender is incorporated or the Agent jurisdiction (as the case may be) is organized or any political subdivision or taxing authority thereof) in which its lending office is located, (ii) in the case of each Lenderany 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 on its net income 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 taxes imposed on branch profits), and franchise taxes imposed on it, guideline or policy not having the force of law) by any authority charged with the jurisdiction of administration thereof subsequent to the date such Lender's applicable Lending Office Lender becomes a Lender with respect to the Loan or any political subdivision thereofportion thereof affected by such change, (iii) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the case of each 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 AgentInitial Borrowing Date, any Taxes that are in effect and that would apply taxes to a payment to which such Lender or is subject on the Agent, as applicable, as of the Closing Date date it becomes a party hereto (other than any Taxes imposed under Section 7701(l) taxes which each of the Internal Revenue Code), other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement) and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit pursuant taxes to which the Lender becomes subject subsequent to the provisions hereofdate referred to in clause (iii) above as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a Foreign change in the branch or lending office of the Lender participating in the transactions set forth herein or the Agent changes the office in which the Borrowing is made, accounted for other similar circumstances or booked (any such person, or such Foreign Lender or the Agent in that event, being referred to as a "TAX TRANSFEREE")result of the recognition by the Lender of gain on the sale, any Taxes assignment or participation by the Lender of the participating interests in its creditor positions hereunder (such tax or taxes, other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition of such interest excluded tax or change in office, as the case may be (all such nonexcluded Taxes taxes being hereinafter herein referred to as "COVERED TAX" or "TAXES"). If the Borrowers shall be Borrower is required by law to deduct make any Covered deduction or withholding of any Taxes from or in respect of any sum payable hereunder, under any Revolving Loan payment due hereunder or under any Letter of Credit to or for the benefit of any Lender or Loan Documents, then the Agent or any Tax Transferee, (A) the sum amount payable shall will be increased as may to such amount which, after deduction from such increased amount of all such Taxes required to be necessary so that after making all required deductions of Covered Taxes (including deductions of Covered Taxes applicable to additional sums withheld or deducted therefrom, will not be less than the amount due and payable under this Section 4.10) such Lender, the Agent or such Tax Transferee, as the case may be, receives an amount equal to the sum it would have received hereunder had no such deductions deduction or withholding been made, (B) required. A certificate as to any additional amounts payable to a Lender under this SECTION 4.7 submitted to the Borrowers Borrower by such Lender shall make show in reasonable detail the amount payable and the calculations used to determine in good faith such deductions amount and (C) the Borrowers shall, jointly absent manifest error, be final, conclusive and severally, pay the full amount so deducted to the relevant taxation authority or other authority in accordance with applicable lawbinding upon all parties hereto.

Net Payments. (a) Any and all All payments made by the Borrowers hereunderhereunder and under any Note will be made without setoff, under the Revolving Loans counterclaim or under the Letters of Credit to or for the benefit of any Lender or the Agent shall other defense. All such payments will be made free and clear of of, and without deduction for or withholding for, any and all present or future taxes, levies, imposts, deductionsduties, fees, assessments or other charges of whatever nature now or withholdings and penalties, interests and all other liabilities hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect thereto to such payments ("TAXES"), including any Taxes imposed under Section 7701(l) of the Internal Revenue Code, but excluding, (i) any tax imposed on or measured by the net income or net profits of a Lender or Issuing Lender (x) pursuant to the laws of the jurisdiction in which it is organized or the case jurisdiction in which the principal office or applicable lending office of each such Lender or the Agent, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits) and franchise taxes imposed on it by the jurisdiction under the laws of which such Lender, or the Agent (as the case may be) Issuing Lender is organized located or any political subdivision thereofthereof or therein or (y) that is a Connection Tax, (ii) any United States federal withholding tax imposed (x) on amounts payable to or for the account of a Lender or an Issuing Lender with respect to an applicable interest in a Loan or a Note pursuant to a law in effect on the date on which such Lender or Issuing Lender acquires such interest in the Loan or Note or such Lender changes its lending office, except in each case to the extent that amounts with respect to such Taxes were payable either to such Lender or Issuing Lender’s assignor immediately before such Lender or Issuing Lender became a party hereto or to such Lender or Issuing Lender immediately before it changed its lending office or (y) under FATCA, (iii) any branch profits tax imposed by the United States or any comparable tax imposed by any foreign jurisdiction, and (iv) in the case of each Lender, taxes imposed on its net income a Foreign Lender (including, without limitationas defined in Section 5.04(b)), any taxes imposed tax imposed, deducted or withheld on branch profitsor from any payments made by the Borrowers hereunder and under any Note that are attributable to such Foreign Lender’s failure, inability or ineligibility at any time during which such Foreign Lender is a party to this Agreement to deliver the Internal Revenue Service forms described in Section 5.04(b) and the Section 5.04(b)(ii) Certificate (as applicable), and franchise taxes imposed except to the extent such failure, inability or ineligibility is due to a Change in Tax Law occurring after the date on itwhich such Foreign Lender became a party to this Agreement (except, by the jurisdiction of such Lender's applicable Lending Office or any political subdivision thereof, (iii) in the case of each such Lender and the Agentan assignment, any Taxes that are in effect and that would apply to a payment to such Lender or the Agent, as applicable, as of the Closing Date (other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit pursuant to the provisions hereof, or a Foreign Lender or the Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that event, being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply such Foreign Lender’s assignor was entitled, at the time of such assignment, to receive additional payments from a payment Borrower with respect to such Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be tax) (all such nonexcluded Taxes excluded taxes being hereinafter referred to collectively as "COVERED TAXES"“Excluded Taxes”), and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non- excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”), unless such withholding or deduction is required by applicable law. If any Taxes are so levied or imposed, the Borrowers shall be required by law jointly and severally agree to deduct any Covered Taxes from or in respect pay the full amount of any sum payable hereundersuch Taxes, under any Revolving Loan or under any Letter of Credit to or for the benefit of any Lender or the Agent or any Tax Transferee, (A) the sum payable shall be increased and such additional amounts as may be necessary so that after making every payment of all required deductions of Covered Taxes (including deductions of Covered Taxes applicable to additional sums payable amounts due under this Section 4.10) Agreement or under any Note, will not be less than the amount provided for herein or in such Note after withholding or deduction for or on account of any such Taxes 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 Borrowers. The Borrowers jointly and severally agree to indemnify and hold harmless each Lender and each Issuing Lender and reimburse such Lender and such Issuing Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender or such Issuing Lender, the Agent or within 15 days of receipt of such Tax Transferee, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (B) the Borrowers shall make such deductions and (C) the Borrowers shall, jointly and severally, pay the full amount so deducted to the relevant taxation authority or other authority in accordance with applicable lawwritten request.

Net Payments. (ae) Any and Except as provided for in Section 3.03(b), all payments made by the Borrowers Borrower hereunder, under any Note or any other Loan Document, including all payments made by the Revolving Loans or Borrower pursuant to its guaranty obligations under the Letters of Credit to or for the benefit of any Lender or the Agent shall Section 2.15, will be made free and clear of of, and without deduction for or withholding for, any and all present or future taxes, levies, imposts, deductionsduties, fees, assessments or other charges of whatever nature now or withholdings and penalties, interests and all other liabilities hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect thereto to such payments ("TAXES")but excluding, including with respect to the Administrative Agent, any Taxes imposed under Section 7701(l) Lender, or any other recipient of any payment made by the Internal Revenue Code, excludingBorrower hereunder, (i) in the case of each such Lender or the Agent, taxes any tax imposed on its or measured by the net income (including, without limitation, any taxes imposed on branch profits) or net profits of such Person and franchise taxes imposed on it by pursuant to the laws of the jurisdiction under the laws of which such Lender, or the Agent (as the case may be) Lender is organized or any political subdivision thereof, (ii) in the case of each Lender, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction in which the principal office or Applicable Lending Office of such Lender's applicable Lending Office or any political subdivision thereof, (iii) in the case of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender or the Agent, as applicable, as of the Closing Date (other than is located or in which it is otherwise doing business or any Taxes imposed under Section 7701(l) of the Internal Revenue Code)subdivision thereof or therein, and (ivii) if any branch profits or similar taxes imposed by any jurisdiction in which such Person acquires any interest in this Credit Agreementis located) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies imposts, duties, fees, assessments or other charges other than those resulting from the gross negligence or willful misconduct of the Administrative Agent, any Revolving Loan or Letter of Credit pursuant to the provisions hereofLender, or a Foreign Lender any other recipient of any payment made by the Borrower hereunder (all such non-excluded taxes, levies, imposts, duties, fees, assessments or the Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that event, other charges being referred to collectively as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be (all such nonexcluded Taxes being hereinafter referred to as "COVERED TAXES"“Taxes”). If any Taxes are so levied or imposed, the Borrowers shall be required by law Borrower agrees to deduct any Covered pay the full amount of such Taxes from or in respect of any sum payable hereunder, under any Revolving Loan or under any Letter of Credit and such additional amounts (including additional amounts to or compensate for the benefit of any Lender or the Agent or any Tax Transferee, (Awithholding on amounts paid pursuant to this Section 3.03) the sum payable shall be increased as may be necessary so that every payment by it of all amounts due hereunder, under any Note or under any other Loan Document, after making all required deductions withholding or deduction of Covered any Taxes (including deductions will not be less than the amount provided for herein or in such Note or in such other Loan Document. The Borrower will indemnify and hold harmless any Lender, and reimburse such Lender upon its written request, for the amount of Covered any Taxes applicable to additional sums payable under this Section 4.10) imposed on and paid by such Lender, the Agent or such Tax Transferee, as the case may be, receives an amount equal . The Borrower will furnish to the sum it would have received had no such deductions been madeAdministrative Agent within 45 days after the date the payment of any Taxes, (B) the Borrowers shall make such deductions and (C) the Borrowers shallor any withholding or deduction on account thereof, jointly and severallyis due pursuant to applicable law certified copies of tax receipts, pay the full amount so deducted or other evidence reasonably satisfactory to the relevant taxation authority or other authority in accordance with applicable lawrespective Lender, evidencing such payment by the Borrower.

Net Payments. (a) Any and all All payments made by the Borrowers Borrower hereunder, under the Revolving Loans any Note or under the Letters of any other Credit to Document, will be made without setoff, counterclaim or other defense. Except as provided for the benefit of any Lender or the Agent shall in section 5.4(b), all such payments will be made free and clear of of, and without deduction for or withholding for, any and all present or future taxes, levies, imposts, deductionsduties, fees, assessments or other charges of whatever nature now or withholdings and penaltieshereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, interests except as provided in the second succeeding sentence, any tax, imposed on or measured by the net income or net profits of a Lender pursuant to the laws of the jurisdiction under which such Lender is organized or the jurisdiction in which the principal office or Applicable Lending Office of such Lender is located, or any subdivision thereof or therein) and all other interest, penalties or similar liabilities with respect thereto ("TAXES"), including any Taxes imposed under Section 7701(l) of the Internal Revenue Code, excluding, (i) in the case of each such Lender or the Agent, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits) and franchise taxes imposed on it by the jurisdiction under the laws of which such Lender, or the Agent (as the case may be) is organized or any political subdivision thereof, (ii) in the case of each Lender, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable Lending Office or any political subdivision thereof, (iii) in the case of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender non excluded taxes, levies imposts, duties, fees, assessments or the Agent, as applicable, as of the Closing Date (other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit pursuant to the provisions hereof, or a Foreign Lender or the Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that event, being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be charges (all such nonexcluded Taxes taxes levies, imposts, duties, fees assessments or other charges being hereinafter referred to collectively as "COVERED TAXES"). If any Taxes are so levied or imposed, the Borrowers shall be required by law Borrower agrees to deduct any Covered pay the full amount of such Taxes from or in respect of any sum payable hereunder, under any Revolving Loan or under any Letter of Credit to or for the benefit of any Lender or the Agent or any Tax Transferee, (A) the sum payable shall be increased and such additional amounts as may be necessary so that every payment by it of all amounts due hereunder, under any Note or under any other Credit Document, after making all required deductions withholding or deduction for or on account of Covered any Taxes (including deductions will not be less than the amount provided for herein or in such Note or in such other Credit Document. If any amounts are payable in respect of Covered Taxes applicable pursuant to additional sums payable under this Section 4.10) such 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 determine are payable by, or withheld from, such Lender in respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence, which request shall be accompanied by a statement from such Lender setting forth, in reasonable detail, the computations used in determining such amounts. The 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 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 Tax TransfereeLender upon its written request, as for the case may be, receives an amount equal to the sum it would have received had no of any Taxes so levied r imposed and paid or withheld by such deductions been made, (B) the Borrowers shall make such deductions and (C) the Borrowers shall, jointly and severally, pay the full amount so deducted to the relevant taxation authority or other authority in accordance with applicable lawLender.

Net Payments. (a) Any and all All payments made by the Borrowers hereunder, under Guarantors or the Revolving Loans Borrower hereunder or under the Letters of Credit to any Revolving Note will be made without set-off, counterclaim or for the benefit of any Lender or the Agent shall other defense. Except as provided in Section 3.04(b), all such payments will be made free and clear of of, and without deduction for or withholding for, any and all present or future taxes, levies, imposts, deductionsduties, fees, assessments or other charges of whatever nature now or withholdings and penalties, interests and all other liabilities hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect thereto to such payments ("TAXES")but excluding, including any Taxes imposed under Section 7701(l) of except as provided in the Internal Revenue Code, excludingsecond succeeding sentence, (i) in the case of each such Lender or the Agent, taxes any tax imposed on its or measured by the net income (includingor profits of a Bank, without limitationor any franchise tax based on the net income or profits of a Bank, any taxes imposed on branch profits) and franchise taxes imposed on it by the jurisdiction under in either case pursuant to the laws of which such Lender, or the Agent (as the case may be) is organized United States of America or any political subdivision thereofor taxing authority thereof or therein or the jurisdiction in which it is organized or in which the principal office or applicable lending office of such Bank is located or any subdivision thereof or therein, and (ii) in the case of each Lender, taxes imposed on its net income any Bank organized under the laws of any jurisdiction other than the United States of America or any State thereof (including, without limitationincluding the District of Columbia), any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction United States of America by means of withholding at the source unless such Lender's withholding results from a change in applicable Lending Office law or any political subdivision thereof, (iii) in treaty subsequent to the case of each date such Lender and Bank becomes a Bank with respect to the Agent, any Taxes that are in effect and that would apply to a payment to such Lender or the Agent, as applicable, as of the Closing Date (other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit pursuant to the provisions hereofportion thereof affected by such change) and all interest, penalties or a Foreign Lender similar liabilities with respect thereto (all such non-excluded taxes, levies, imports, duties, fees, assessments or the Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that event, other charges being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be (all such nonexcluded Taxes being hereinafter referred to collectively as "COVERED TAXESTaxes"). If any Taxes are so levied or imposed, the Borrowers shall be required by law Borrower agrees to deduct any Covered Taxes from or in respect pay the full amount of any sum payable hereundersuch Taxes, under any Revolving Loan or under any Letter of Credit to or for the benefit of any Lender or the Agent or any Tax Transferee, (A) the sum payable shall be increased and such additional amounts as may be necessary so that after making every payment of all required deductions of Covered Taxes (including deductions of Covered Taxes applicable to additional sums payable amounts due under this Agreement or under any Revolving Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Revolving Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence of this Section 4.103.04(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 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. Such written request shall set forth the amount of net income or profits or franchise taxes payable by, or withheld from, such Bank pursuant to the immediately preceding sentence and shall be certified by an appropriate officer of such Bank. The Borrower will pay any such Taxes required to be paid pursuant to this Section 3.04(a) within the time allowed for such Lender, payment under applicable law and will furnish to the Agent or such Tax Transferee, as within 45 days after the case may be, receives an amount equal to date the sum it would have received had no such deductions been made, (B) the Borrowers shall make such deductions and (C) the Borrowers shall, jointly and severally, pay the full amount so deducted payment of any Taxes is made to the relevant taxation authority or other authority in accordance with pursuant to applicable lawlaw 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 Bank.

Net Payments. (a) Any and All payments made by Borrower hereunder or under any Loan Document will be made without setoff, counterclaim or other defense. Except as provided in Section 4.7(d), all payments by hereunder and under any of the Borrowers hereunderLoan Documents (including, under the Revolving Loans or under the Letters without limitation, payments on account of Credit to or for the benefit of any Lender or the Agent principal and interest and fees) shall be made by Borrower free and clear of and without deduction or withholding for or on account of any and all present or future taxestax, leviesduty, impostslevy, deductionsimpost, charges assessment or withholdings and penaltiesother charge of whatever nature now or hereafter imposed by any Governmental Authority, interests and all other liabilities with respect thereto but excluding therefrom ("TAXES")i) a tax imposed on or measured by the net income, net profits, net receipts or capital (including any Taxes imposed under Section 7701(la branch profits tax or a franchise tax based on net income, net profits, net receipts or capital) of the Internal Revenue Code, excluding, (i) in the case of each such Lender or the Agent, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits) and franchise taxes imposed on it by the jurisdiction under (or political subdivision or taxing authority thereof) in which the laws of which such LenderLender is incorporated or organized, or in which it is a citizen, resident or domiciliary or the Agent jurisdiction (as the case may be) is organized or any political subdivision or taxing authority thereof) in which any lending office that participated in the making of a loan hereunder is located, (ii) in the case of each Lenderany 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 on its net income by the United States by means of withholding at the source unless, and to the extent that, such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any taxes 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 with respect to the Loan or portion thereof affected by such change and (iii) any tax imposed on branch profits), and franchise taxes imposed on it, or measured by the jurisdiction net income, net profits, net receipts or capital (including a branch profits tax, or a franchise tax based on net income, net profits, net receipts or capital) of such Lender's applicable Lending Office a Lender or an office or branch thereof by the United States of America or any political subdivision thereofor taxing authority thereof or therein (such tax or taxes, other than a tax or taxes excluded under (i), (iii) in the case of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender or the Agent, as applicable, as of the Closing Date (other than any Taxes imposed under Section 7701(l) of the Internal Revenue Codeii), and or (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit pursuant to the provisions hereof, or a Foreign Lender or the Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that eventiii), being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be (all such nonexcluded Taxes being hereinafter herein referred to as "COVERED TAXESTax" or "Taxes" and tax or taxes excluded under (i), (ii) or (iii) shall be referred to as "Excluded Taxes"). If the Borrowers shall be Borrower is required by law to deduct make any Covered deduction or withholding of any Taxes from or in respect of any sum payable hereunder, under any Revolving Loan payment due hereunder or under any Letter of Credit to or for the benefit of any Lender or Loan Documents, then the Agent or any Tax Transferee, (A) the sum amount payable shall 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 may be necessary so that after making all required deductions of Covered Taxes (including deductions of Covered Taxes applicable to any additional sums amounts payable to a Lender under this Section 4.10) 4.6 submitted to Borrower by such Lender, Lender shall show in reasonable detail the Agent or amount payable and the calculations used to determine in good faith such Tax Transferee, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (B) the Borrowers shall make such deductions and (C) the Borrowers shall, jointly absent manifest error, be final, conclusive and severally, pay the full amount so deducted to the relevant taxation authority or other authority in accordance with applicable lawbinding upon all parties hereto.

Net Payments. (a) Any and all All payments made by the Borrowers hereunder, under the Revolving Loans Borrower or any Guarantor hereunder or under the Letters of Credit to any Note or for the benefit of any Lender Guarantee will be made without setoff, counterclaim or the Agent shall other defense. Except as provided in Section 5.06(b), all such payments will be made free and clear of of, and without deduction for or withholding for, any Taxes now or hereafter imposed by any Governmental Authority or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding any Excluded Tax) and all present interest, penalties or future taxes, levies, imposts, deductions, charges or withholdings and penalties, interests and all other similar liabilities with respect thereto ("TAXES"), including any Taxes imposed under Section 7701(l) of the Internal Revenue Code, excluding, (i) in the case of each all such Lender or the Agent, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits) and franchise taxes imposed on it by the jurisdiction under the laws of which such Lender, or the Agent (as the case may be) is organized or any political subdivision thereof, (ii) in the case of each Lender, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable Lending Office or any political subdivision thereof, (iii) in the case of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender or the Agent, as applicable, as of the Closing Date (other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit pursuant to the provisions hereof, or a Foreign Lender or the Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that event, being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(lExcluded Taxes) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be (all such nonexcluded Taxes being hereinafter referred to collectively as "COVERED TAXESCovered Taxes"). If the Borrowers shall be required by law to deduct any Covered Taxes from are so levied or in respect of any sum payable hereunderimposed, under any Revolving Loan or under any Letter of Credit to or for the benefit of any Lender or the Agent or any Tax Transferee, (A) the sum payable shall be increased as may be necessary so that after making all required deductions of Covered Taxes (including deductions of Covered Taxes applicable to additional sums payable under this Section 4.10) such Lender, the Agent or such Tax TransfereeBorrower and each Guarantor, as the case may be, receives an amount equal agrees (on a joint and several basis) to the sum it would have received had no such deductions been made, (B) the Borrowers shall make such deductions and (C) the Borrowers shall, jointly and severally, pay the full amount of such Covered Taxes, and such additional amounts as may be necessary so deducted that every payment of all amounts due under this Agreement, the Guarantees or under any Note, after withholding or deduction for or on account of any Covered Taxes (including any covered Taxes attributable to any amounts under this Section 5.06), will not be less than the amount provided for herein or in such Note or Guarantee. Borrower and each Guarantor, as the case may be, will furnish to the relevant taxation authority 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 authority documentation reasonably satisfactory to such Lender or Administrative Agent, as the case may be, evidencing such payment by Borrower or any Guarantor. Borrower and the Guarantors agree (jointly and severally) to indemnify and hold harmless each Lender, and the Administrative Agent and reimburse such Lender or Administrative Agent, promptly upon its written request, for the amount of any Covered Taxes so levied or imposed and paid by such Lender or Administrative Agent and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto whether or not such Covered Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that if any Obligor determines in accordance good faith that a reasonable basis exists for contesting any Covered Taxes or Other Taxes for which an increase in the amount of such payment is made or for which indemnification has been demanded pursuant to this Section 5.06, such Lender or the Administrative Agent, as applicable, shall cooperate with applicable lawsuch Obligor in challenging such Covered Taxes or Other Taxes at such Obligor's expense if so requested by such Obligor in writing.

Net Payments. (a) Any and Except as provided in Section 5.06(b), all payments made by the Borrowers hereunder, under the Revolving Loans any Credit Party hereunder or under the Letters of Credit to any Note or for the benefit of any Lender Guarantee will be made without setoff, counterclaim or the Agent shall other defense. Except as provided in Section 5.06(b), all such payments will be made free and clear of of, and without deduction for or withholding for, any and all present or future taxes, levies, imposts, deductions, charges Taxes now or withholdings and penalties, interests hereafter imposed by any Governmental Authority or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding any Excluded Tax) and all other interest, penalties or similar liabilities with respect thereto ("TAXES"), including any Taxes imposed under Section 7701(l) of the Internal Revenue Code, excluding, (i) in the case of each all such Lender or the Agent, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits) and franchise taxes imposed on it by the jurisdiction under the laws of which such Lender, or the Agent (as the case may be) is organized or any political subdivision thereof, (ii) in the case of each Lender, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable Lending Office or any political subdivision thereof, (iii) in the case of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender or the Agent, as applicable, as of the Closing Date (other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit pursuant to the provisions hereof, or a Foreign Lender or the Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that event, being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(lExcluded Taxes) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be (all such nonexcluded Taxes being hereinafter referred to collectively as "COVERED TAXESCovered Taxes"). If the Borrowers shall be required by law to deduct any Covered Taxes from are so lev- ied or in respect imposed, each Credit Party agrees on a joint and several basis to pay the full amount of any sum payable hereundersuch Covered Taxes, under any Revolving Loan or under any Letter of Credit to or for the benefit of any Lender or the Agent or any Tax Transferee, (A) the sum payable shall be increased and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement, the Guarantees or under any Note, after making all withholding or deduction for or on account of any Covered Taxes, will not be less than the amount provided for herein or in such Note; provided that no such additional amount shall be required deductions of Covered Taxes (including deductions of Covered Taxes applicable to additional sums payable be paid to any Lender under this Section 4.10) 5.06 to the extent such additional amount relates to a portion of any sums paid or payable to such Lender under any Note or Guarantee with respect to which such Lender does not act for its own account unless the beneficial owner would otherwise be entitled to such additional amount. Each Credit Party will furnish to Collateral 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 Credit Party. The Credit Parties agree to jointly and severally indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the Agent amount of any Covered Taxes so levied or imposed and paid by such Tax TransfereeLender and any liability (including penalties, as the case may beadditions to tax, receives an amount equal to the sum it would have received had no such deductions been made, (Binterest and expenses) the Borrowers shall make such deductions and (C) the Borrowers shall, jointly and severally, pay the full amount so deducted to the relevant taxation authority arising therefrom or other authority in accordance with applicable lawrespect thereto.

Net Payments. (a) Any and Subject to the following sentence, all payments made by or on behalf of the Borrowers hereunder, Borrower or any other Credit Party under the Revolving Loans this Agreement or under the Letters of any other Credit to or for the benefit of any Lender or the Agent Document shall be made free and clear of of, and without deduction or withholding for or on account of, any and all present current or future taxesTaxes (including Other Taxes) other than Excluded Taxes (“Non-Excluded Taxes”). If any such Non-Excluded Taxes are required to be withheld from any amounts payable under this Agreement, levies, imposts, deductions, charges the Credit Party shall increase the amounts payable to such Agent or withholdings and penalties, interests and such Lender to the extent necessary to yield to such Agent or such Lender (after payment of all other liabilities with respect thereto ("TAXES")Non-Excluded Taxes, including any such Non-Excluded Taxes imposed under Section 7701(lon additional amounts payable hereunder) of interest or any such other amounts payable hereunder at the Internal Revenue Code, excluding, (i) rates or in the case of each such Lender or the Agent, taxes imposed on its net income (including, without limitation, amounts specified in this Agreement. Whenever any taxes imposed on branch profits) and franchise taxes imposed on it Non-Excluded Taxes are paid by the jurisdiction under the laws of which such Lender, or the Agent (as the case may be) is organized or any political subdivision thereof, (ii) in the case of each Lender, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable Lending Office or any political subdivision thereof, (iii) in the case of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender or the AgentCredit Party, as applicablesoon as practicable thereafter, as of the Closing Date (other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this such Credit Agreement, any Revolving Loan or Letter of Credit pursuant Party shall send to the provisions hereof, or a Foreign Lender or the Administrative Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that event, being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be (all such nonexcluded Taxes being hereinafter referred to as "COVERED TAXES"). If the Borrowers shall be required by law to deduct any Covered Taxes from or in respect of any sum payable hereunder, under any Revolving Loan or under any Letter of Credit to its own account or for the benefit account of any Lender or the Agent or any Tax Transferee, (A) the sum payable shall be increased as may be necessary so that after making all required deductions of Covered Taxes (including deductions of Covered Taxes applicable to additional sums payable under this Section 4.10) such Lender, the Agent or such Tax TransfereeSecured Party, as the case may be, receives a certified copy of an amount equal original official receipt (or other evidence acceptable to such Lender, acting reasonably) received by such Credit Party showing payment thereof. If such Credit Party fails to pay any Non-Excluded Taxes when due to the sum it would have received had no appropriate taxing authority, such deductions been madeCredit Party shall indemnify the Agents and the Lenders for any such Non-Excluded Taxes plus any incremental taxes, (B) interest, costs or penalties that are paid by any Agent or any Lender as a result of any such failure. In addition, the Borrowers Borrower shall make such deductions and (C) the Borrowers shall, jointly and severally, pay the full amount so deducted any Other Taxes to the relevant taxation authority or other authority Governmental Authority in accordance with applicable law. The agreements in this Section 4.04(a) shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so), (ii) any Non-Excluded Taxes attributable to such Lender’s failure to comply with the provisions of Section 12.06(c)(ii) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Credit Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (a).

Net Payments. (a) Any and all All payments made by the Borrowers hereunderBorrower hereunder and under any Note will be made without setoff, under the Revolving Loans counterclaim or under the Letters of Credit to or for the benefit of any Lender or the Agent shall other defense. Except as provided in Section 5.04(b), all such payments will be made free and clear of of, and without deduction for or withholding for, any and all present or future taxes, levies, imposts, deductionsduties, fees, assessments or other like charges now or withholdings and penalties, interests hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding any tax imposed on or measured in whole or in part by the net income or net franchise taxes (imposed in lieu of net income taxes) of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all other interest, penalties or similar liabilities with respect thereto ("TAXES")all such non-excluded taxes, including any Taxes imposed under Section 7701(l) of the Internal Revenue Codelevies, excludingimposts, (i) in the case of each such Lender duties, fees, assessments or the Agent, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits) and franchise taxes imposed on it by the jurisdiction under the laws of which such Lender, or the Agent (as the case may be) is organized or any political subdivision thereof, (ii) in the case of each Lender, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable Lending Office or any political subdivision thereof, (iii) in the case of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender or the Agent, as applicable, as of the Closing Date (other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit pursuant to the provisions hereof, or a Foreign Lender or the Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that event, charges being referred to collectively as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be (all such nonexcluded Taxes being hereinafter referred to as "COVERED TAXES"“Taxes”). If any Taxes are so levied or imposed, the Borrowers shall be required by law Borrower agrees to deduct any Covered Taxes from or in respect pay the full amount of any sum payable hereundersuch Taxes, under any Revolving Loan or under any Letter of Credit to or for the benefit of any Lender or the Agent or any Tax Transferee, (A) the sum payable shall be increased and such additional amounts as may be necessary so that every payment of all amounts due hereunder or under any Note, after making all required deductions withholding or deduction for or on account of Covered any Taxes, will not be less than the amount provided for herein or in such Note. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes (including deductions is due pursuant to applicable law certified copies of Covered 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 applicable to additional sums payable under this Section 4.10) so levied or imposed and paid by such Lender, the Agent or such Tax Transferee, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (B) the Borrowers shall make such deductions and (C) the Borrowers shall, jointly and severally, pay the full amount so deducted to the relevant taxation authority or other authority in accordance with applicable law.

Net Payments. (a) Any and all payments made by or on behalf of the Borrowers hereunder, Borrower or any Guarantor under the Revolving Loans this Agreement or under the Letters of any other Credit to or for the benefit of any Lender or the Agent Document shall be made free and clear of of, and without deduction or withholding for or on account of, any and all present Indemnified Taxes or future taxes, levies, imposts, deductions, charges Other Taxes; provided that if the Borrower or withholdings and penalties, interests and all other liabilities with respect thereto ("TAXES"), including any Guarantor or the Term Agent shall be required by applicable Requirements of Law to deduct or withhold any Taxes imposed under Section 7701(l) of the Internal Revenue Codefrom such payments, excluding, then (i) in the case of each Borrower or such Lender Guarantor or the Agent, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits) and franchise taxes imposed on it Term Agent shall make such deductions or withholdings as are reasonably determined by the jurisdiction under the laws of which Borrower, such Lender, Guarantor or the Term Agent (as the case may be) is organized or to be required by any political subdivision thereofapplicable Requirement of Law, (ii) in the case of each LenderBorrower, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable Lending Office or any political subdivision thereof, (iii) in the case of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender Guarantor or the Term Agent, as applicable, as shall timely pay the full amount deducted or withheld to the relevant Governmental Authority within the time allowed and in accordance with applicable Requirements of the Closing Date (other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code), Law and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit pursuant to the provisions hereof, or a Foreign Lender or the Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that event, being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Codeiii) to the extent that they are in effect and would apply withholding or deduction is required to a payment to such Tax Transferee as be made on account of the date of the acquisition of such interest Indemnified Taxes or change in officeOther Taxes, as the case may be (all such nonexcluded Taxes being hereinafter referred to as "COVERED TAXES"). If the Borrowers shall be required by law to deduct any Covered Taxes from or in respect of any sum payable hereunder, under any Revolving Loan or under any Letter of Credit to or for the benefit of any Lender or the Agent or any Tax Transferee, (A) the sum payable by the Borrower or such Guarantor shall be increased as may be necessary so that that, after making all required deductions of Covered Taxes and withholdings (including deductions of Covered Taxes or withholdings applicable to additional sums payable under this Section 4.10) such Lender4.3), the Term Agent or such Tax Transfereeany Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings on account of Indemnified Taxes or Other Taxes been made. Whenever any Indemnified Taxes or Other Taxes are payable by the Borrower or such Guarantor, (B) as promptly as possible thereafter, the Borrowers Borrower or Guarantor shall make such deductions and (C) the Borrowers shall, jointly and severally, pay the full amount so deducted send to the relevant taxation authority Term Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an official receipt (or other authority evidence acceptable to such Lender, acting reasonably) received by the Borrower or such Guarantor showing payment thereof. After any payment of Taxes by any Credit Party to a Governmental Authority as provided in accordance with applicable lawthis Section 4.3, such Credit Party shall deliver to the Term Agent a copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by laws to report such payment or other evidence of such payment.

Net Payments. (af) Any and all payments made by or on behalf of the Borrowers hereunder, Borrower or any Guarantor under the Revolving Loans this Agreement or under the Letters of any other Credit to or for the benefit of any Lender or the Agent Document shall be made free and clear of of, and without deduction or withholding for or on account of, any and all present Indemnified Taxes or future taxes, levies, imposts, deductions, charges Other Taxes; provided that if the Borrower or withholdings and penalties, interests and all other liabilities with respect thereto ("TAXES"), including any Guarantor or the Administrative Agent shall be required by applicable Requirements of Law to deduct or withhold any Taxes imposed under Section 7701(l) of the Internal Revenue Codefrom such payments, excluding, then (i) in the case of each Borrower or such Lender Guarantor or the Agent, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits) and franchise taxes imposed on it Administrative Agent shall make such deductions or withholdings as are reasonably determined by the jurisdiction under the laws of which Borrower, such Lender, Guarantor or the Administrative Agent (as the case may be) is organized or to be required by any political subdivision thereofapplicable Requirement of Law, (ii) in the case of each LenderBorrower, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable Lending Office or any political subdivision thereof, (iii) in the case of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender Guarantor or the Administrative Agent, as applicable, as shall timely pay the full amount deducted or withheld to the relevant Governmental Authority within the time allowed and in accordance with applicable Requirements of the Closing Date (other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code)Law, and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit pursuant to the provisions hereof, or a Foreign Lender or the Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that event, being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Codeiii) to the extent that they are in effect and would apply withholding or deduction is required to a payment to such Tax Transferee as be made on account of the date of the acquisition of such interest Indemnified Taxes or change in officeOther Taxes, as the case may be (all such nonexcluded Taxes being hereinafter referred to as "COVERED TAXES"). If the Borrowers shall be required by law to deduct any Covered Taxes from or in respect of any sum payable hereunder, under any Revolving Loan or under any Letter of Credit to or for the benefit of any Lender or the Agent or any Tax Transferee, (A) the sum payable by the Borrower or such Guarantor shall be increased as may be necessary so that after making all required deductions of Covered Taxes and withholdings (including deductions of Covered Taxes or withholdings applicable to additional sums payable under this Section 4.105.4) such Lender, the Administrative Agent or such Tax Transfereeany Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made. Whenever any Indemnified Taxes or Other Taxes are payable by the Borrower or such Guarantor, (B) as promptly as possible thereafter, the Borrowers Borrower or Guarantor shall make such deductions and (C) the Borrowers shall, jointly and severally, pay the full amount so deducted send to the relevant taxation authority Administrative Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an official receipt (or other authority evidence acceptable to such Lender, acting reasonably) received by the Borrower or such Guarantor showing payment thereof. After any payment of Taxes by any Credit Party or the Administrative Agent to a Governmental Authority as provided in accordance with applicable lawthis Section 5.4, the Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrower, as the case may be, a copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by laws to report such payment or other evidence of such payment reasonably satisfactory to the Borrower or the Administrative Agent, as the case may be.

Net Payments. (a) Any and all All payments made by any Borrower hereunder (including, in the Borrowers hereundercase of any DRLB Guarantor, under the Revolving Loans in its capacity as a Guarantor pursuant to Section 14) or under the Letters of Credit to any Note will be made without setoff, deduction, counterclaim or for the benefit of any Lender or the Agent shall other defense. Except as provided in Sections 4.04(b) and (c), all such payments will be made free and clear of of, and without deduction for or withholding for, any and all present or future taxes, levies, imposts, deductionsduties, fees, assessments or other charges of whatever nature now or withholdings and penaltieshereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, interests except as provided in the second succeeding sentence, any tax imposed on or measured by the net income or net profits of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all other interest, penalties or similar liabilities with respect thereto ("TAXES")all such non-excluded taxes, including any Taxes imposed under Section 7701(l) of the Internal Revenue Codelevies, excludingimposts, (i) in the case of each such Lender duties, fees, assessments or the Agent, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits) and franchise taxes imposed on it by the jurisdiction under the laws of which such Lender, or the Agent (as the case may be) is organized or any political subdivision thereof, (ii) in the case of each Lender, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable Lending Office or any political subdivision thereof, (iii) in the case of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender or the Agent, as applicable, as of the Closing Date (other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit pursuant to the provisions hereof, or a Foreign Lender or the Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that event, charges being referred to collectively as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be (all such nonexcluded Taxes being hereinafter referred to as "COVERED TAXES"“Taxes”). If any Taxes are so levied or imposed, the Borrowers shall be required by law respective Borrower agrees to deduct any Covered Taxes from or in respect pay the full amount of any sum payable hereundersuch Taxes, under any Revolving Loan or under any Letter of Credit to or for the benefit of any Lender or the Agent or any Tax Transferee, (A) the sum payable shall be increased and such additional amounts as may be necessary so that after making every payment of all required deductions of Covered Taxes (including deductions of Covered Taxes applicable to additional sums payable amounts due under this Section 4.10) Agreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the respective Borrower agrees to reimburse each Lender, upon the written request of such Lender, for any additional amount of taxes imposed on or measured by the Agent net income or net profits of such Tax Transferee, as the case may be, receives an amount equal Lender pursuant to the sum it would have received had no laws of the jurisdiction in which such deductions been madeLender 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, (B) the Borrowers shall make or withheld from, such deductions and (C) the Borrowers shall, jointly and severally, pay the full amount Lender in respect of such amounts so deducted paid to or on behalf of such Lender pursuant to the relevant taxation authority preceding sentence and in respect of any amounts paid to or other authority in accordance with on behalf of such Lender pursuant to this sentence. The respective Borrower will furnish to the Administrative Agent and the applicable lawLender within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of official tax receipts evidencing such payment by the respective Borrower. Each Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender.

Net Payments. (a) Any and all All payments made by the Borrowers hereunder, any Credit Party under the Revolving Loans Credit Documents will be made without setoff, counterclaim or under the Letters of Credit to or for the benefit of any Lender or the Agent shall other defense. Except as provided in Section 5.04(b), all such payments will be made free and clear of of, and without deduction for or withholding for, any and all present or future taxes, levies, imposts, deductionsduties, fees, assessments or other charges of whatever nature now or withholdings and penalties, interests and all other liabilities with respect thereto ("TAXES"), including hereafter imposed by any Taxes imposed under Section 7701(l) of the Internal Revenue Code, excluding, (i) in the case of each such Lender jurisdiction or the Agent, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits) and franchise taxes imposed on it by the jurisdiction under the laws of which such Lender, or the Agent (as the case may be) is organized or any political subdivision thereofor taxing authority thereof or therein with respect to such payments (but excluding, (ii) except as provided in the case of each Lender, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable Lending Office or any political subdivision thereof, (iii) in the case of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender or the Agent, as applicable, as of the Closing Date (other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit pursuant to the provisions hereof, or a Foreign Lender or the Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that event, being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be (all such nonexcluded Taxes being hereinafter referred to as "COVERED TAXES"). If the Borrowers shall be required by law to deduct any Covered Taxes from or in respect of any sum payable hereunder, under any Revolving Loan or under any Letter of Credit to or for the benefit of any Lender or the Agent or any Tax Transfereesecond succeeding sentence, (A) any tax imposed on or measured by the sum payable shall be increased net income or net profits of a Lender or the Administrative Agent pursuant to the laws of the jurisdiction in which the Lender or the Administrative Agent is organized or the jurisdiction in which the principal office or applicable lending office of the Lender is located or any subdivision thereof or therein, (B) any branch profits taxes imposed by the United States and (C) any taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature imposed under FATCA) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, the Borrower and Holdings agree to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under the Credit Documents, after making all required deductions withholding or deduction for or on account of Covered any Taxes, will not be less than the amount provided for under the Credit Documents. If any amounts are payable in respect of Taxes (including deductions of Covered Taxes applicable pursuant to additional sums payable under this Section 4.10) such Lenderthe preceding sentence, the Agent Borrower agrees to reimburse each Lender and the Administrative Agent, upon the written request of such Lender or such Tax Transfereethe Administrative Agent, as the case may be, receives an amount equal for Taxes. A relevant Credit Party will furnish to the sum it would have received had no 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 deductions been made, payment by the Borrower (B) the Borrowers shall make or such deductions and (C) the Borrowers shall, jointly and severally, pay the full amount so deducted other evidence of payment acceptable to the relevant taxation authority Administrative Agent). The Borrower agrees to indemnify and hold harmless each Lender and the Administrative Agent, and reimburse such Lender and the Administrative Agent upon their written request, for the amount of any Taxes so levied or other authority in accordance with applicable lawimposed on such Lender or the Administrative Agent, as the case may be.

Net Payments. (a) Any and all All payments made by the Borrowers hereunder, under the Revolving Loans Issuers hereunder or under the Letters of Credit to any Note will be made without setoff, counterclaim or for the benefit of any Lender or the Agent shall other defense. All such payments will be made free and clear of of, and without deduction for or withholding for, any and all present or future taxes, value-added taxes, levies, imposts, deductionsduties, fees, assessments or other charges of whatever nature now or withholdings hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (but excluding, except as provided below, any tax imposed on or measured by the net income of a Purchaser pursuant to the laws of the jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the principal office or Funding Office of such Purchaser is located and penalties, interests any jurisdiction which would have legal power to tax the net income of a Purchaser if such Purchaser had not made any Advance to the Issuers) and all other interest, penalties or similar liabilities with respect thereto (collectively, "TAXESTaxes"). The Issuers shall also reimburse each Purchaser, including any Taxes imposed under Section 7701(l) upon the written request of the Internal Revenue Codesuch Purchaser, excluding, (i) in the case of each such Lender or the Agent, for all other taxes imposed on its or measured by the net income (including, without limitation, any taxes imposed on branch profits) and franchise taxes imposed on it by the jurisdiction under of such Purchaser pursuant to the laws of which such Lender, or the Agent jurisdiction (as the case may be) is organized or any political subdivision thereof, (iior taxing authority thereof or therein) in which the case of each Lender, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction principal office or Funding Office of such Lender's applicable Lending Office Purchaser is located as such Purchaser shall determine are payable by such Purchaser in respect of amounts paid to or any political subdivision thereof, (iii) in the case on behalf of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender or the Agent, as applicable, as of the Closing Date (other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit Purchaser pursuant to the provisions hereof, or a Foreign Lender or the Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that event, being referred to as a "TAX TRANSFEREE"), preceding sentence. If any Taxes (other than Taxes imposed under Section 7701(l) of are so levied or imposed, the Internal Revenue Code) Issuers agree to pay the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition full amount of such interest or change in office, as the case may be (all Taxes and such nonexcluded Taxes being hereinafter referred to as "COVERED TAXES"). If the Borrowers shall be required by law to deduct any Covered Taxes from or in respect of any sum payable hereunder, under any Revolving Loan or under any Letter of Credit to or for the benefit of any Lender or the Agent or any Tax Transferee, (A) the sum payable shall be increased additional amounts as may be necessary so that every payment of all amounts due hereunder or under any Note, after making all required deductions withholding or deduction for or on account of Covered any Taxes, will not be less than the amount provided for herein or in such Note. The Issuers 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 Issuers (including deductions of Covered Taxes applicable to additional sums payable under this Section 4.10) provided, that if any such Lenderreceipts cannot be obtained within 45 days, the Agent Issuers will furnish such receipts as soon as reasonably practicable). Argentine value-added tax or such Tax Transferee, as the case may be, receives an amount equal any tax imposed in replacement thereof will be invoiced directly to the sum it would have received had no Issuers by each Purchaser which is an Argentine financial institution or whose Funding Office is located in Argentina, and the Issuer will pay such deductions been madetax directly to such Purchaser upon receipt of any such invoice. The Issuers will indemnify and hold harmless each Purchaser, (B) and reimburse such Purchaser upon its written request, for the Borrowers shall make such deductions and (C) the Borrowers shall, jointly and severally, pay the full amount so deducted to the relevant taxation authority of any Taxes or other authority in accordance with applicable lawtaxes described above which are levied or imposed on and paid by such Purchaser.

Net Payments. (a) Any and all All payments made by the Borrowers hereunder, under the Revolving Loans Borrower hereunder or under the Letters of Credit to any Note will be made without setoff, counterclaim or for the benefit of any Lender or the Agent shall other defense. All such payments will be made free and clear of of, and without deduction for or withholding for, any and all present or future taxes, levies, imposts, deductionsduties, fees, assessments or other charges of whatever nature now or withholdings and penaltieshereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (but excluding, interests except as provided below, any tax imposed on or measured by the net income of a Bank pursuant to the laws of the jurisdiction (or any political subdivision or taxing 00001WWP.WP5 18 authority thereof or therein) in which the principal office or Applicable Lending Office of such Bank is located) and all other interest, penalties or similar liabilities with respect thereto (collectively, "TAXESTaxes"). The Borrower shall also reimburse each Bank, including any Taxes imposed under Section 7701(l) upon the written request of the Internal Revenue Codesuch Bank, excluding, (i) in the case of each such Lender or the Agent, for taxes imposed on its or measured by the net income (including, without limitation, any taxes imposed on branch profits) and franchise taxes imposed on it by the jurisdiction under of such Bank pursuant to the laws of which such Lender, or the Agent jurisdiction (as the case may be) is organized or any political subdivision thereof, (iior taxing authority thereof or therein) in which the case of each Lender, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction principal office or Applicable Lending Office of such Lender's applicable Lending Office Bank is located as such Bank shall determine are payable by such Bank in respect of amounts paid to or any political subdivision thereof, (iii) in the case on behalf of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender or the Agent, as applicable, as of the Closing Date (other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit Bank pursuant to the provisions hereof, or a Foreign Lender or the Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that event, being referred to as a "TAX TRANSFEREE"), preceding sentence. If any Taxes (other than Taxes imposed under Section 7701(l) of are so levied or imposed, the Internal Revenue Code) Borrower agrees to pay the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition full amount of such interest or change in office, as the case may be (all Taxes and such nonexcluded Taxes being hereinafter referred to as "COVERED TAXES"). If the Borrowers shall be required by law to deduct any Covered Taxes from or in respect of any sum payable hereunder, under any Revolving Loan or under any Letter of Credit to or for the benefit of any Lender or the Agent or any Tax Transferee, (A) the sum payable shall be increased additional amounts as may be necessary so that every payment of all amounts due hereunder or under any Note, after making all required deductions withholding or deduction for or on account of Covered Taxes (including deductions of Covered Taxes applicable any Taxes, will not be less than the amount provided for herein or in such Note. The Borrower will furnish to additional sums payable under this Section 4.10) such Lender, 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 will 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 Tax Transferee, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (B) the Borrowers shall make such deductions and (C) the Borrowers shall, jointly and severally, pay the full amount so deducted to the relevant taxation authority or other authority in accordance with applicable lawBank.

Net Payments. (a) Any and All payments made by any Credit Party under any 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. Except as provided in Section 5.04(b), all such payments by the Borrowers hereunder, under the Revolving Loans or under the Letters of Credit to or for the benefit of any Lender or the Agent shall will be made free and clear of of, and without deduction for or withholding for, any and all present Taxes. If any Taxes are levied or future taxes, levies, imposts, deductions, charges or withholdings and penalties, interests and all other liabilities imposed with respect thereto to such payment, the respective Borrower ("TAXES"), including and any Taxes imposed under Section 7701(l) Credit Party making the respective payment or which has guaranteed the obligations of the Internal Revenue Code, excluding, (irespective Borrower) in agrees to pay the case full amount of each such Lender or Taxes to the Agent, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits) and franchise taxes imposed on it by the jurisdiction under the laws of which such Lender, or the Agent (as the case may be) is organized or any political subdivision thereof, (ii) in the case of each Lender, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits)appropriate taxing authority, and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable Lending Office or any political subdivision thereof, (iii) in the case of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender or the Agent, as applicable, as of the Closing Date (other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit pursuant shall pay to the provisions hereof, or a Foreign Lender or the Agent changes the office in which the Borrowing is made, accounted for or booked (any applicable Section 5.04 Indemnitee such person, or such Foreign Lender or the Agent in that event, being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be (all such nonexcluded Taxes being hereinafter referred to as "COVERED TAXES"). If the Borrowers shall be required by law to deduct any Covered Taxes from or in respect of any sum payable hereunder, under any Revolving Loan or under any Letter of Credit to or for the benefit of any Lender or the Agent or any Tax Transferee, (A) the sum payable shall be increased additional amounts as may be necessary so that after making every payment of all required deductions of Covered Taxes (including deductions of Covered Taxes applicable to additional sums payable amounts due under this Section 4.10) Agreement or under any other Credit Document, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Lenderother Credit Document. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Agent or such Tax Transferee, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, respective U.S. Borrowers (B) the Borrowers shall make such deductions and (C) the Borrowers shall, jointly and severally), pay Canadian Borrowers (jointly and severally) or the full amount so deducted 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 relevant taxation 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 authority evidence reasonably satisfactory to the Administrative Agent evidencing such payment by such Borrowers or the respective Credit Party. The U.S. Borrowers (jointly and 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 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 imposed and paid by such Section 5.04 Indemnitee. Notwithstanding anything to the contrary in accordance with applicable lawthis Section 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 Related Pass Through Entity and (ii) any request for reimbursement pursuant to this Section 5.04(a) that is to be made by an Indirect Section 5.04 Indemnitee shall be made by the Related Pass Through Entity.

Net Payments. (a) Any and all All payments made to the Bank by the Borrowers CLC hereunder, under the Revolving Loans Note or under the Letters of Credit to any other Loan Document will be made without set off, counterclaim or for the benefit of any Lender or the Agent shall other defense. All such payments will be made free and clear of of, and without deduction for or withholding for, any and all present or future taxes, levies, imposts, deductionsduties, fees, assessments or other charges of whatever nature now or withholdings and penaltieshereafter imposed by any jurisdiction or any political subdivision or taxing authority thereof or therein (but excluding, interests and all other liabilities with respect thereto ("TAXES")except as provided below, including any Taxes tax imposed under Section 7701(l) on or measured by the gross or net income of the Internal Revenue CodeBank (including all interest, excluding, (ipenalties or similar liabilities related thereto) in the case of each such Lender or the Agent, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits) and franchise taxes imposed on it by the jurisdiction under pursuant to the laws of which such Lender, or the Agent (as the case may be) is organized United States of America or any political subdivision thereof, (ii) in or taxing authority of the case United States of each Lender, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable Lending Office America or any political subdivision thereof, (iii) in which the case of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender principal office or the Agent, as applicable, as applicable lending office of the Closing Date (other than any Taxes imposed under Section 7701(l) of the Internal Revenue CodeBank is located), and all interest, penalties or similar liabilities with respect thereto (iv) if collectively, together with any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit amounts payable pursuant to the provisions hereofnext sentence, "Taxes"). CLC shall also reimburse the Bank, upon the written request of the Bank, for Taxes imposed on or measured by the gross or net income of the Bank pursuant to the laws of the United States of America (or any State or political subdivision thereof), or a Foreign Lender the jurisdiction (or the Agent changes the office any political subdivision or taxing authority thereof) in which the Borrowing principal office or applicable lending office of the Bank is made, accounted for located as the Bank shall determine are payable by the Bank due to the amount of Taxes paid to or booked (any such person, or such Foreign Lender on behalf of the Bank pursuant to this or the Agent in that event, being referred to as a "TAX TRANSFEREE"), preceding sentence. If any Taxes (other than Taxes imposed under Section 7701(l) of are so levied or imposed, CLC agrees to pay the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition full amount of such interest or change in officeTaxes, as the case may be (all and such nonexcluded Taxes being hereinafter referred to as "COVERED TAXES"). If the Borrowers shall be required by law to deduct any Covered Taxes from or in respect of any sum payable hereunder, under any Revolving Loan or under any Letter of Credit to or for the benefit of any Lender or the Agent or any Tax Transferee, (A) the sum payable shall be increased additional amounts as may be necessary so that every payment of all amounts due hereunder, under the Note or under any other Loan Document, after making all required deductions Credit Agreement, June 16, 1997 - 14 - Chemical Xxxxxx Corporation withholding or deduction for or on account of Covered Taxes (including deductions of Covered Taxes applicable to additional sums payable under this Section 4.10) such Lenderany Taxes, will not be less than the Agent amount provided for herein or such Tax Transferee, as in the case may be, receives an amount equal Note. CLC will furnish to the sum it would have received had no Bank upon request certified copies of tax receipts evidencing such deductions been madepayment by CLC. CLC will indemnify and hold harmless the Bank, (B) and reimburse the Borrowers shall make such deductions Bank upon its written request, for the amount of any Taxes so levied or imposed and (C) paid or withheld by the Borrowers shall, jointly and severally, pay the full amount so deducted to the relevant taxation authority or other authority in accordance with applicable lawBank.

Net Payments. (a) Any and all All payments by the Borrowers hereunder, under the Revolving Loans or under the Letters of Credit to or for the benefit on account of any Lender obligation of the Borrower or the Agent shall any Guarantor will be made free and clear of of, and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings and penalties, interests and all other liabilities with respect thereto ("TAXES"), including any Taxes imposed under Section 7701(l) of the Internal Revenue Code, excluding, (i) in the case of each such Lender or the Agent, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits) and franchise taxes imposed on it by the jurisdiction under the laws of which such Lender, or the Agent (as the case may be) is organized or any political subdivision thereof, (ii) in the case of each Lender, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable Lending Office or any political subdivision thereof, (iii) in the case of each such Lender and the Agentwithholding for, any Taxes that are in effect and that would apply to a payment with respect to such Lender payments, unless required by applicable law. If any Taxes are required to be withheld or deducted, the AgentBorrower or Guarantor, as if applicable, as agrees to pay the full amount of the Closing Date (other than any such Taxes imposed under Section 7701(l) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit pursuant to the provisions hereofrelevant Governmental Authority and, or a Foreign Lender or the Agent changes the office in which the Borrowing if such Tax is madean Indemnified Tax, accounted for or booked (any such person, or such Foreign Lender or the Agent in that event, being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) additional amounts to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be (all such nonexcluded Taxes being hereinafter referred to as "COVERED TAXES"). If the Borrowers shall be required by law to deduct any Covered Taxes from or in respect of any sum payable hereunder, under any Revolving Loan or under any Letter of Credit to or for the benefit of any Lender or the Agent or any Tax Transferee, (A) the sum payable shall be increased recipient as may be necessary so that every payment of all amounts due under this Agreement or under any Loan Document will not be less than the amount provided for herein or in such Loan Document after making all required deductions withholding or deduction for or on account of Covered such Indemnified Taxes (including such deductions of Covered Taxes and withholdings applicable to additional sums payable under this Section 4.104.4(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 payment by such Borrower or Guarantor, 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 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 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 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 has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 4.4(d), FATCA shall include any amendments made to FATCA after the 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 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 Tax TransfereeGuarantor, as the case may be, receives an amount equal such Refund (but only to the sum it 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 to 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 received been in if the indemnification payments or additional amounts giving rise to such refund had no such deductions never been made, (B) the Borrowers shall make such deductions and (C) the Borrowers shall, jointly and severally, pay the full amount so deducted to the relevant taxation authority or other authority in accordance with applicable lawpaid. SECTION 5.

Net Payments. (a) Any and all All payments made by the Borrowers hereunder, under the Revolving Loans any Obligor hereunder or under the Letters of Credit to any Note or for the benefit of any Lender Guarantee will be made without setoff, counterclaim or the Agent shall other defense. Except as provided in Section 5.06(b), all such payments will be made free and clear of of, and without deduction for or withholding for, any and all present or future taxes, levies, imposts, deductions, charges Taxes now or withholdings and penalties, interests hereafter imposed by any Governmental Authority or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding any Excluded Tax) and all other interest, penalties or similar liabilities with respect thereto ("TAXES"), including any Taxes imposed under Section 7701(l) of the Internal Revenue Code, excluding, (i) in the case of each all such Lender or the Agent, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits) and franchise taxes imposed on it by the jurisdiction under the laws of which such Lender, or the Agent (as the case may be) is organized or any political subdivision thereof, (ii) in the case of each Lender, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable Lending Office or any political subdivision thereof, (iii) in the case of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender or the Agent, as applicable, as of the Closing Date (other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit pursuant to the provisions hereof, or a Foreign Lender or the Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that event, being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(lExcluded Taxes) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be (all such nonexcluded Taxes being hereinafter referred to collectively as "COVERED TAXESCovered Taxes"). If the Borrowers shall be required by law to deduct any Covered Taxes from are so levied or in respect imposed, each Obligor agrees on a joint and several basis to pay the full amount of any sum payable hereundersuch Covered Taxes, under any Revolving Loan or under any Letter of Credit to or for the benefit of any Lender or the Agent or any Tax Transferee, (A) the sum payable shall be increased and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement, the Guarantees or under any Note, after making all required deductions withholding or deduction for or on account of any Covered Taxes, will not be less than the amount provided for herein or in such Note. If any amounts are payable in respect of Covered Taxes pursuant to the preceding sentence, each Obligor agrees, notwithstanding the definition of Excluded Taxes, to reimburse on a joint and several basis each Lender, upon the written request of such Lender, (including deductions i) for Taxes imposed on or measured by the net income or net profits of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or Applicable Lending Office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction by reason of the making of payments in respect of Covered Taxes applicable pursuant to additional sums payable under this Section 4.10(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. 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 Agent amount of any Covered Taxes so levied or imposed and paid by such Tax TransfereeLender and any liability (including penalties, as the case may beadditions to tax, receives an amount equal to the sum it would have received had no such deductions been made, (Binterest and expenses) the Borrowers shall make such deductions and (C) the Borrowers shall, jointly and severally, pay the full amount so deducted to the relevant taxation authority arising therefrom or other authority in accordance with applicable lawrespect thereto.

Net Payments. (a) Any and All payments made by or on behalf of the Borrower under any Credit Document will be made without setoff, counterclaim or other defense. Except as required by applicable law, all such payments by the Borrowers hereunder, under the Revolving Loans or under the Letters of Credit to or for the benefit of any Lender or the Agent shall will be made free and clear of of, and without deduction or withholding for any and all present or future taxes, levies, imposts, deductions, charges or withholdings and penalties, interests and all other liabilities Taxes with respect thereto to such payments ("TAXES"), including any Taxes imposed under Section 7701(l) of the Internal Revenue Code, but excluding, (i) any Tax imposed on or measured by net income (however denominated), franchise Taxes and branch profits Taxes that are imposed on a Lender or other Recipient pursuant to the laws of the jurisdiction in which it is organized or the case jurisdiction in which the principal office or applicable lending office of each such Lender is located or any subdivision thereof or therein, and (ii) any Tax imposed on or measured by net income (however denominated), franchise Taxes and branch profits Taxes that are imposed on a Lender or other Recipient as a result of a present or former connection between such Lender or the Agent, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits) Recipient and franchise taxes imposed on it by the jurisdiction under of the laws of which governmental authority imposing such Lender, or the Agent (as the case may be) is organized Tax or any political subdivision thereofor taxing authority thereof (other than connections arising from such Lender or Recipient having executed, (ii) delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in the case of each Lenderany other transaction pursuant to or enforced any Credit Document, taxes imposed on its net income (including, without limitation, or sold or assigned an interest in any taxes imposed on branch profitsLoan or Credit Document), and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable Lending Office or any political subdivision thereof, (iii) in the case of each a Lender, any United States Federal withholding Tax that is imposed on amounts payable to or for the account of the Lender pursuant to a law in effect on the date such Lender and becomes a party to or under this Agreement, or such Lender changes its lending office (except for an assignment or change in lending office as a result of a request from the AgentBorrower), any except in each case to the extent that, pursuant to Section 5.04, amounts with respect to such Taxes that are in effect and that would apply were either payable to such Lender’s assignor immediately before such Lender became a payment party hereto or to such Lender immediately before it changed its lending office, (iv) any Tax imposed on a Lender or other Recipient that is attributable to such Lender’s or other Recipient’s failure to comply with the Agent, as applicable, as of the Closing Date (other than any Taxes imposed under relevant requirements set forth in Section 7701(l) of the Internal Revenue Code5.04(b), and (ivv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit United States Federal withholding Tax imposed pursuant to the provisions hereof, or a Foreign Lender or the Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that event, being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) Sections 1471 through 1474 of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such Tax Transferee , as of the date of this Agreement, any regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the acquisition Code, and any fiscal or regulatory legislation adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such interest or change in officesections of the Code (such requirements referred to, collectively, as the case may be “FATCA”) (all such nonexcluded excluded Taxes in clauses (i) – (v) being referred to, collectively, as “Excluded Taxes”))(all such non-Excluded Taxes being hereinafter referred to as "COVERED TAXES"“Indemnified Taxes”). If any Indemnified Taxes are so levied or imposed, the Borrowers shall be required by law Borrower agrees to deduct any Covered Taxes from or in respect pay the full amount of any sum payable hereundersuch Indemnified Taxes, under any Revolving Loan or under any Letter of Credit to or for the benefit of any Lender or the Agent or any Tax Transferee, (A) the sum payable shall be increased and such additional amounts as may be necessary so that every payment of all amounts due under the Credit Documents, after making all required deductions withholding or deduction for or on account of Covered any Indemnified Taxes (including deductions of Covered Taxes such deduction and withholding applicable to additional sums amounts payable under this Section 4.105.04) , will not be less than the amount provided for herein or in such Lender, the Agent Credit Document as if such Indemnified Taxes had not been levied or such Tax Transferee, as the case may be, receives an amount equal imposed. The Borrower will furnish to the sum it would have received had no Administrative Agent, within 45 days after the date the payment of any Taxes payable hereunder is due pursuant to applicable law, certified copies of tax receipts evidencing such deductions been madepayment by the Borrower. The Borrower agrees to indemnify and hold harmless each Lender and Agent, and reimburse such Lender or Agent upon its written request, for the amount of any Indemnified Taxes (Bincluding Indemnified Taxes imposed or asserted on or attributable to amounts payable pursuant to this sentence) the Borrowers shall make so levied or imposed and paid by such deductions and Lender or Agent (C) the Borrowers shallother than for any interest or penalties directly attributable to any failure of a Lender to file any returns or pay any Indemnified Taxes directly attributable to this Agreement, jointly and severally, pay the full amount so deducted to the relevant taxation authority or other authority in accordance with applicable lawextent such Lender was legally required to file such returns and/or pay such Indemnified Taxes and was reasonably informed by the Borrower about such requirements and had all information necessary to file such returns and/or pay such Indemnified Taxes). For purposes of this Section 5.04(a), Indemnified Taxes shall include Other Taxes.

Net Payments. (a) Any and all payments made by the Borrowers hereunder, under the Revolving Loans or under the Letters of Credit to or for the benefit on behalf of any Lender or the Agent Credit Party under any Credit Document shall be made free and clear of of, and without deduction or withholding for or on account of, any and all present Indemnified Taxes; but if the Borrower or future taxes, levies, imposts, deductions, charges any Guarantor or withholdings and penalties, interests and all other liabilities with respect thereto ("TAXES"), including the Administrative Agent shall be required by applicable Requirements of Law to deduct or withhold any Taxes imposed under Section 7701(l) of the Internal Revenue Codefrom such payments, excluding, then (i) in the case of each Borrower or such Lender Guarantor or the Agent, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits) and franchise taxes imposed on it Administrative Agent shall make such deductions or withholdings as are reasonably determined by the jurisdiction under the laws of which Borrower, such Lender, Guarantor or the Administrative Agent (as the case may be) is organized or to be required by any political subdivision thereofapplicable Requirement of Law, (ii) in the case of each LenderBorrower, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable Lending Office or any political subdivision thereof, (iii) in the case of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender Guarantor or the Administrative Agent, as applicable, as shall timely pay the full amount deducted or withheld to the relevant Governmental Authority within the time allowed and in accordance with applicable Requirements of the Closing Date (other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code)Law, and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit pursuant to the provisions hereof, or a Foreign Lender or the Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that event, being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Codeiii) to the extent that they are in effect and would apply withholding or deduction is required to a payment to such Tax Transferee as be made on account of the date of the acquisition of such interest or change in officeIndemnified Taxes, as the case may be (all such nonexcluded Taxes being hereinafter referred to as "COVERED TAXES"). If the Borrowers shall be required by law to deduct any Covered Taxes from or in respect of any sum payable hereunder, under any Revolving Loan or under any Letter of Credit to or for the benefit of any Lender or the Agent or any Tax Transferee, (A) the sum payable by the Borrower or such Guarantor shall be increased as may be necessary so that that, after making all required deductions of Covered Taxes and withholdings (including deductions of Covered Taxes or withholdings applicable to additional sums payable under this Section 4.10) such LenderSection), the Administrative Agent or such Tax Transfereeany Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings on account of Indemnified Taxes been made. Whenever any Indemnified Taxes are payable by the Borrower or such Guarantor, (B) as promptly as possible thereafter, the Borrowers Borrower or Guarantor shall make such deductions and (C) the Borrowers shall, jointly and severally, pay the full amount so deducted send to the relevant taxation authority Administrative Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an official receipt (or other authority evidence acceptable to such Lender, acting reasonably) received by the Borrower or such Guarantor showing payment thereof. After any payment of Taxes by any Credit Party or the Administrative Agent to a Governmental Authority as provided in accordance with applicable lawthis Section, the Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrower, as the case may be, a copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by laws to report such payment or other evidence of such payment reasonably satisfactory to the Borrower or the Administrative Agent, as the case may be.

Net Payments. (a) Any and all All payments made by the Borrowers hereunder, under the Revolving Loans Borrower hereunder or under the Letters of Credit to any Note will be made without setoff, counterclaim or for the benefit of any Lender or the Agent shall other defense. Except as provided in Section 4.04(b), all such payments will be made free and clear of of, and without deduction for or withholding for, any and all present or future taxes, levies, imposts, deductionsduties, fees, assessments or other charges of whatever nature now or withholdings and penalties, interests hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding any tax imposed on or measured by the net income or net profits of a Bank pursuant to the laws of the jurisdiction in which it is organized or in which the principal office or applicable lending office of such Bank is located or any subdivision thereof or therein) and all other interest, penalties or similar liabilities with respect thereto ("TAXES")all such non-excluded taxes, including any Taxes imposed under Section 7701(l) of the Internal Revenue Codelevies, excludingimposts, (i) in the case of each such Lender duties, fees, assessments or the Agent, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits) and franchise taxes imposed on it by the jurisdiction under the laws of which such Lender, or the Agent (as the case may be) is organized or any political subdivision thereof, (ii) in the case of each Lender, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable Lending Office or any political subdivision thereof, (iii) in the case of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender or the Agent, as applicable, as of the Closing Date (other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit pursuant to the provisions hereof, or a Foreign Lender or the Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that event, charges being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition of such interest or change in officecollectively, as the case may be (all such nonexcluded Taxes being hereinafter referred to as "COVERED TAXESTaxes"). If any Taxes are so levied or imposed, the Borrowers shall be required by law Borrower agrees to deduct any Covered Taxes from or in respect pay the full amount of any sum payable hereundersuch Taxes, under any Revolving Loan or under any Letter of Credit to or for the benefit of any Lender or the Agent or any Tax Transferee, (A) the sum payable shall be increased and such additional amounts as may be necessary so that after making every payment of all required deductions of Covered Taxes (including deductions of Covered Taxes applicable to additional sums payable amounts due under this Section 4.10) Agreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Lender, Note. The Borrower will furnish to the Agent or within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such Tax Transfereepayment by the Borrower or, if the relevant taxing authority does not issue such receipts, such other evidence of payment as the case may be, receives an amount equal be reasonably satisfactory to the sum it would have received had no Agent. The Borrower agrees to indemnify and hold harmless each Bank, and reimburse such deductions been madeBank upon its written request, (B) for the Borrowers shall make amount of any Taxes so levied or imposed and paid by such deductions and (C) the Borrowers shall, jointly and severally, pay the full amount so deducted to the relevant taxation authority or other authority in accordance with applicable lawBank.

Net Payments. (a) Any and all All payments made by the Borrowers hereunder, under the Revolving Loans Borrower hereunder or under the Letters of Credit to any Note will be made without setoff, counterclaim or for the benefit of any Lender or the Agent shall other defense. Except as provided in Section 4.04(b) and Section 12.04(b), all such payments will be made free and clear of of, and without deduction for or withholding for, any and all present or future taxes, levies, imposts, deductionsduties, fees, assessments or other charges of whatever nature now or withholdings and penalties, interests hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payment (but excluding any tax imposed on or measured by the net income or gross income or gross receipts of any Bank (other than withholding taxes or taxes in lieu of withholding taxes) pursuant to the laws of the jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the principal office or lending office of such Bank 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) and all other interest, penalties or similar liabilities with respect thereto (collectively, "TAXES"), including any Taxes imposed under Section 7701(l) of the Internal Revenue Code, excluding, (i) in the case of each such Lender or the Agent, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits) and franchise taxes imposed on it by the jurisdiction under the laws of which such Lender, or the Agent (as the case may be) is organized or any political subdivision thereof, (ii) in the case of each Lender, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable Lending Office or any political subdivision thereof, (iii) in the case of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender or the Agent, as applicable, as of the Closing Date (other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit pursuant to the provisions hereof, or a Foreign Lender or the Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that event, being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be (all such nonexcluded Taxes being hereinafter referred to as "COVERED TAXESTaxes"). If any Taxes are so levied or imposed, the Borrowers shall be required by law Borrower agrees to deduct any Covered pay the full amount of such Taxes from or in respect of any sum payable hereunder, under any Revolving Loan or under any Letter of Credit to or for the benefit of any Lender or the Agent or any Tax Transferee, (A) the sum payable shall be increased and such additional amounts as may be necessary so that every payment of all amounts due hereunder or under any Note, after making all required deductions withholding or deduction for or on account of Covered Taxes (including deductions any 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 Covered Taxes applicable to additional sums payable under this Section 4.10) such Lenderreimbursement, for taxes imposed on or measured by the Agent or net income of such Tax Transferee, as the case may be, receives an amount equal Bank pursuant to the sum 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 would have received had no shall determine are payable by it in respect of amounts paid to or on behalf of such deductions been made, (B) the Borrowers shall make such deductions and (C) the Borrowers shall, jointly and severally, pay the full amount so deducted Bank pursuant to the relevant taxation authority preceding sentence. The Borrower will furnish to the applicable Bank within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of any tax receipts available to the Borrower evidencing such payment by the 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 other authority in accordance with applicable lawimposed and paid by such Bank.

Net Payments. (a) Any and all payments made by the Borrowers hereunder, under the Revolving Loans or under the Letters of Credit to or for the benefit on behalf of any Lender Credit Party under this Agreement or the Agent any other Credit Document shall be made free and clear of of, and without deduction or withholding for any and all present or future taxes, levies, imposts, deductions, charges or withholdings and penalties, interests and all other liabilities with respect thereto ("TAXES"), including any Taxes imposed under Section 7701(l) of the Internal Revenue Code, excluding, (i) in the case of each such Lender or the Agent, taxes imposed on its net income (including, without limitationaccount of, any taxes imposed on branch profits) and franchise taxes imposed on it by the jurisdiction under the laws of which such Lender, or the Agent (as the case may be) is organized or any political subdivision thereof, (ii) in the case of each Lender, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable Lending Office or any political subdivision thereof, (iii) in the case of each such Lender and the Agent, any Taxes Indemnified Taxes; provided that are in effect and that would apply to a payment to such Lender or the Agent, as applicable, as of the Closing Date (other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan Party or Letter of Credit pursuant to the provisions hereof, or a Foreign Lender or the Administrative Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that event, being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be (all such nonexcluded Taxes being hereinafter referred to as "COVERED TAXES"). If the Borrowers shall be required by law applicable Requirements of Law to deduct or withhold any Covered Indemnified Taxes from or in respect of any sum payable hereundersuch payments, under any Revolving Loan or under any Letter of Credit to or for the benefit of any Lender or the Agent or any Tax Transferee, then (Ai) the sum payable by the applicable Credit Party shall be increased as may be necessary so that after making all required deductions of Covered Taxes and withholdings (including deductions of Covered Taxes or withholdings applicable to additional sums payable under this Section 4.104.5) such Lenderthe Administrative Agents, the Collateral Agent or such Tax Transfereeany Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (Bii) the Borrowers applicable Credit Party and the Administrative Agents shall make such deductions or withholdings and (Ciii) the Borrowers shall, jointly applicable Credit Party and severally, the Administrative Agents shall timely pay the full amount so deducted or withheld to the relevant taxation authority or other authority Governmental Authority within the time allowed and in accordance with applicable lawRequirements of Law. Whenever any Indemnified Taxes are payable by any Credit Party, as promptly as possible thereafter, such Credit Party shall send to the applicable 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 such Credit Party showing payment thereof. For purposes of this Section 4.5, (x) any payments by any Administrative Agent to a Lender of any amounts received by such Administrative Agent from any Credit Party on behalf of such Lender shall be treated as a payment from the Credit Party to such Lender and (y) if a Lender is treated as a partnership or a qualified intermediary by a jurisdiction imposing an Indemnified Tax, any withholding or payment of such Indemnified Tax by the Lender in respect of any of such Lender’s partners, or any of the beneficial owners with respect to such qualified intermediary, shall be considered a withholding or payment of such Indemnified Tax by the applicable Credit Party.

Net Payments. (a) Any and all All payments made by the Borrowers hereunder, under the Revolving Loans Borrower hereunder or under the Letters of Credit to any Note will be made without presentment, demand, protest or for the benefit notice of any Lender kind, all of which are hereby waived by the Borrower and without setoff, counterclaim or the Agent shall other defense or deduction of any nature. Except as provided in Section 4.04(b), all such payments will be made free and clear of of, and without deduction for or withholding for, any and all present or future taxes, levies, imposts, deductionsduties, fees, assessments or other charges of whatever nature now or withholdings and penalties, interests and all other liabilities hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect thereto to such payments ("TAXES"), including any Taxes imposed under Section 7701(l) of the Internal Revenue Code, but excluding, (i) in the case of each such Lender or and the Agent, taxes except as provided in the second succeeding sentence, any tax imposed on its or measured by the net income (including, without limitation, any taxes imposed on branch profits) and franchise taxes imposed on it by the jurisdiction under or profits pursuant to the laws of the jurisdiction in which such Lender, Lender or the Agent (as the case may be) is organized or any political subdivision thereofthereof or therein and, (ii) in the case of each Lender, taxes any tax imposed on its or measured by the net income (including, without limitation, any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable Lending Office or any political subdivision thereof, (iii) in the case of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender or the Agent, as applicable, as of the Closing Date (other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit profits pursuant to the provisions hereof, or a Foreign Lender or laws of the Agent changes the office jurisdiction in which the Borrowing principal office or applicable lending office of such Lender is madelocated or any subdivision thereof or therein) and all interest, accounted for penalties or booked similar liabilities with respect thereto (any all such personnon-excluded taxes, levies, imposts, duties, fees, assessments or such Foreign Lender or the Agent in that event, other charges being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be (all such nonexcluded Taxes being hereinafter referred to collectively as "COVERED TAXESTaxes"). If any Taxes are so levied or imposed, the Borrowers shall be required by law Borrower agrees to deduct any Covered Taxes from or in respect pay the full amount of any sum payable hereundersuch Taxes, under any Revolving Loan or under any Letter of Credit to or for the benefit of any Lender or the Agent or any Tax Transferee, (A) the sum payable shall be increased and such additional amounts as may be necessary so that after making every payment of all required deductions of Covered Taxes (including deductions of Covered Taxes applicable to additional sums payable amounts due under this Section 4.10) Agreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for taxes imposed on or measured by the net income or profits 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 under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Lender is organized or 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 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 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 of any Taxes so levied or imposed and paid by such Tax Transferee, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (B) the Borrowers shall make such deductions and (C) the Borrowers shall, jointly and severally, pay the full amount so deducted to the relevant taxation authority or other authority in accordance with applicable lawLender.

Net Payments. (a) Any and all All such payments by the Borrowers hereunder, under the Revolving Loans or under the Letters of Credit to or for the benefit of any Lender or the Agent shall will be made free and clear of of, and without deduction for or withholding for, any and all present or future taxes, levies, imposts, deductionsduties, fees, assessments or other charges of whatever nature now or withholdings and penalties, interests hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (but excluding any tax imposed on the overall net income of the Bank or a Participant pursuant to the laws of the jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the principal office of the Bank or such Participant is located) and all other interest, penalties or similar liabilities with respect thereto ("TAXES"collectively, “Taxes”); provided, including however, that the Agency shall have no liability with respect to any Taxes imposed under Section 7701(l) of the Internal Revenue Code, excluding, (i) in the case of each such Lender or the Agent, taxes which are imposed on its net income (including, without limitation, the Bank or any taxes imposed on branch profits) and franchise taxes imposed on it by the jurisdiction under Participant that is a foreign banking institution pursuant to the laws of which such Lender, or the Agent jurisdiction (as the case may be) is organized or any political subdivision thereof, (iior taxing authority thereof or therein) in the case of each Lender, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable Lending Office or any political subdivision thereof, (iii) in the case of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender or the Agent, as applicable, as of the Closing Date (other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit pursuant to the provisions hereof, or a Foreign Lender or the Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, principal office of the Bank or such Foreign Lender or the Agent in that event, being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be (all such nonexcluded Taxes being hereinafter referred to as "COVERED TAXES"). If the Borrowers shall be required by law to deduct any Covered Taxes from or in respect of any sum payable hereunder, under any Revolving Loan or under any Letter of Credit to or for the benefit of any Lender or the Agent or any Tax Transferee, (A) the sum payable shall be increased as may be necessary so that after making all required deductions of Covered Taxes (including deductions of Covered Taxes applicable to additional sums payable under this Section 4.10) such Lender, the Agent or such Tax TransfereeParticipant, as the case may be, receives is located, unless (i) the Bank or such Participant, as the case may be, is entitled to benefits of an amount equal income tax treaty with the United States that provides for an exemption from United States withholding tax on interest and other amounts payable to the sum it would have received had no Bank or such deductions been madeParticipant, as the case may be, pursuant to the terms of this Agreement, the Notes or any other Loan Document, or (Bii) all interest and other amounts payable to the Borrowers shall make Bank or such deductions and (C) Participant, as the Borrowers shallcase may be, jointly and severallypursuant to the terms of this Agreement, the Notes or any other Loan Document will be effectively connected with the conduct by the Bank or such Participant, as the case may be, of a trade or business within the United States. If any Taxes are so levied or imposed, the Agency agrees to pay the full amount of such Taxes and such additional amounts as may be necessary so deducted that every payment of all amounts due hereunder or under the Notes or the other Loan Documents, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in the Notes or the other Loan Documents. The Agency will deliver to the relevant taxation authority Bank 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 Agency. To the extent permitted by law, the Agency will indemnify and hold harmless the Bank and each Participant, and reimburse the Bank and each Participant upon written request, for the amount of any Taxes so levied or other authority in accordance with applicable lawimposed and paid by the Bank or such Participant.

Net Payments. (a) Any and all All payments made by the Borrowers hereunder, under the Revolving Loans or under the Letters of Credit to or for the benefit on account of any Lender or the Agent Credit Party under any Credit Document shall be made free and clear of of, and without deduction for or withholding for, any and all present or future taxesTaxes, levies, imposts, deductions, charges or withholdings and penalties, interests and all other liabilities with respect thereto ("TAXES"), including except as required by applicable law. If any Taxes imposed under Section 7701(l) of the Internal Revenue Code, excludingare required by applicable law to be withheld or deducted by any applicable withholding agent from such payments, (i) in the case of each such Lender or the Agent, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits) and franchise taxes imposed on it by the jurisdiction under the laws of which such Lender, or the Agent (as the case may be) is organized or any political subdivision thereof, (ii) in the case of each Lender, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable Lending Office or any political subdivision thereof, (iii) in the case of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender or the Agent, as applicable, as of the Closing Date (other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit pursuant to the provisions hereof, or a Foreign Lender or the Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that event, being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such deduction or withholding is on account of an Indemnified Tax Transferee as of the date of the acquisition of such interest or change in officeOther Tax, as the case may be (all such nonexcluded Taxes being hereinafter referred to as "COVERED TAXES"). If the Borrowers shall be required by law to deduct any Covered Taxes from or in respect of any sum payable hereunder, under any Revolving Loan or under any Letter of Credit to or for the benefit of any Lender or the Agent or any Tax Transferee, (A) the sum payable shall be increased by the applicable Credit Party as may be necessary so that after making all required deductions of Covered Taxes or withholding (including deductions of Covered Taxes deduction or withholdings applicable to additional sums payable under this Section 4.105.01) such Lenderhave been made, the Lender (or the Administrative Agent or such Tax Transferee, as if the case may be, Administrative Agent receives the payment for its own account) receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (Bii) the Borrowers shall applicable withholding agent will make such deductions or withholdings, and (Ciii) the Borrowers shall, jointly and severally, applicable withholding agent shall timely pay the full amount so deducted or withheld to the relevant taxation authority or other authority Governmental Authority. In addition, the Credit Parties shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law. The Credit Parties will furnish to the Administrative Agent within forty-five (45) days after the date the payment by any of them of any Indemnified Taxes or Other Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the applicable Credit Party. The Credit Parties jointly and severally agree, to indemnify and hold harmless the Administrative Agent and each Lender, and reimburse the Administrative Agent and each Lender, within ten (10) days of written request therefor, for the amount of any Indemnified Taxes or Other Taxes payable or paid by the Administrative Agent or such Lender or required to be withheld or deducted in respect of any payment to the Administrative Agent or such Lender under any Credit Document, and any Other Taxes (including any Indemnified Taxes and Other Taxes imposed on or attributable to amounts payable under this Section 5.01), and any reasonable out-of-pocket expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability prepared in good faith and delivered by such Administrative Agent or Lender (or by the Administrative Agent on behalf of a Lender) shall be conclusive absent manifest error.

Net Payments. (a) Any and All payments made by Borrower hereunder or under any Loan Document will be made without setoff, counterclaim or other defense. Except as provided in Section 4.6(d), all payments by hereunder and under any of the Borrowers hereunderLoan Documents (including, under the Revolving Loans or under the Letters without limitation, payments on account of Credit to or for the benefit of any Lender or the Agent principal and interest and fees) shall be made by Borrower free and clear of and without deduction or withholding for or on account of any and all present or future taxestax, leviesduty, impostslevy, deductionsimpost, charges assessment or withholdings and penaltiesother charge of whatever nature now or hereafter imposed by any Governmental Authority, interests and all other liabilities with respect thereto but excluding therefrom ("TAXES")i) a tax imposed on or measured by the net income, net profits, net receipts or capital (including any Taxes imposed under Section 7701(la branch profits tax or a franchise tax based on net income, net profits, net receipts or capital) of the Internal Revenue Code, excluding, (i) in the case of each such Lender or the Agent, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits) and franchise taxes imposed on it by the jurisdiction under (or political subdivision or taxing authority thereof) in which the laws of which such LenderLender is incorporated or organized, or in which it is a citizen, resident or domiciliary or the Agent jurisdiction (as the case may be) is organized or any political subdivision or taxing authority thereof) in which any lending office that participated in the making of a loan hereunder is located, (ii) in the case of each Lenderany 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 on its net income by the United States by means of withholding at the source unless, and to the extent that, such withholding results from a change in applicable law, treaty or regulations or the interpretation or administration thereof (including, without limitation, any taxes 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 with respect to the Loan or portion thereof affected by such change and (iii) any tax imposed on branch profits), and franchise taxes imposed on it, or measured by the jurisdiction net income, net profits, net receipts or capital (including a branch profits tax, or a franchise tax based on net income, net profits, net receipts or capital) of such Lender's applicable Lending Office a Lender or an office or branch thereof by the United States of America or any political subdivision thereofor taxing authority thereof or therein (such tax or taxes, other than a tax or taxes excluded under (i), (iii) in the case of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender or the Agent, as applicable, as of the Closing Date (other than any Taxes imposed under Section 7701(l) of the Internal Revenue Codeii), and or (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit pursuant to the provisions hereof, or a Foreign Lender or the Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that eventiii), being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be (all such nonexcluded Taxes being hereinafter herein referred to as "COVERED TAXESTax" or "Taxes" and tax or taxes excluded under (i), (ii) or (iii) shall be referred to as "Excluded Taxes"). If the Borrowers shall be Borrower is required by law to deduct make any Covered deduction or withholding of any Taxes from or in respect of any sum payable hereunder, under any Revolving Loan payment due hereunder or under any Letter of Credit to or for the benefit of any Lender or Loan Documents, then the Agent or any Tax Transferee, (A) the sum amount payable shall 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 may be necessary so that after making all required deductions of Covered Taxes (including deductions of Covered Taxes applicable to any additional sums amounts payable to a Lender under this Section 4.10) 4.6 submitted to Borrower by such Lender, Lender shall show in reasonable detail the Agent or amount payable and the calculations used to determine in good faith such Tax Transferee, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (B) the Borrowers shall make such deductions and (C) the Borrowers shall, jointly absent manifest error, be final, conclusive and severally, pay the full amount so deducted to the relevant taxation authority or other authority in accordance with applicable lawbinding upon all parties hereto.

Net Payments. (a) Any and all All payments made by the Borrowers hereunder, under the Revolving Loans each Borrower hereunder ------------ or under the Letters of Credit to any Note will be made without setoff, counterclaim or for the benefit of any Lender or the Agent shall other defense. Except as provided in Section 4.04(b), all such payments will be made free and clear of of, and without deduction for or withholding for, any and all present or future taxes, levies, imposts, deductionsduties, fees, assessments or other charges of whatever nature now or withholdings and penalties, interests and all other liabilities with respect thereto ("TAXES"), including hereafter imposed by any Taxes imposed under Section 7701(l) of the Internal Revenue Code, excluding, (i) in the case of each such Lender jurisdiction or the Agent, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits) and franchise taxes imposed on it by the jurisdiction under the laws of which such Lender, or the Agent (as the case may be) is organized or any political subdivision thereofor taxing authority thereof or therein with respect to such payments (but excluding, (ii) in the case of each Lender, taxes except as provided in the second succeeding sentence, any tax, including any income, branch profits, franchise or similar tax, which in each case is imposed on its net income (including, without limitation, any taxes imposed on branch profits), and franchise taxes imposed on it, or measured by the jurisdiction net income, net profits or capital of such Lender's 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 lending office of such Lender is located or any political subdivision thereofor taxing authority thereof or therein) and all interest, penalties or similar liabilities with respect to such nonexcluded taxes, levies, imposts, duties, fees, assessments or other charges (iii) in all such nonexcluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, the case of each such Lender US Borrowers jointly and severally agree, and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender or the AgentDutch Borrower agrees, as applicable, as to pay the full amount of the Closing Date (other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code)such Taxes, and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit pursuant to the provisions hereof, or a Foreign Lender or the Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that event, being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be (all such nonexcluded Taxes being hereinafter referred to as "COVERED TAXES"). If the Borrowers shall be required by law to deduct any Covered Taxes from or in respect of any sum payable hereunder, under any Revolving Loan or under any Letter of Credit to or for the benefit of any Lender or the Agent or any Tax Transferee, (A) the sum payable shall be increased additional amounts as may be necessary so that after making every payment of all required deductions of Covered Taxes (including deductions of Covered Taxes applicable to additional sums payable amounts due under this Section 4.10) Agreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence (any such amounts, the "Gross-Up Amount"), the US Borrowers jointly and severally agree, and the Dutch Borrower agrees, as applicable, to reimburse each Lender, upon the written request of such Lender, for the net amount, if any, of any taxes such Lender shall determine are incurred by such Lender (taking into account in calculating such net amount any allowable credit, deduction or other benefit available as a result of, or with respect to, the payment by the relevant Borrower to such Lender (to the extent such allowable credit, deduction or other benefit actually reduced the tax liability of such Lender (or would have actually reduced such tax liability if such Lender had applied for or utilized such allowable credit, deduction or other benefit) in the taxable year in which such additional amount is paid or in a preceding taxable year of (i) the Gross-Up Amount or (ii) any amount paid pursuant to this sentence) that would not have been incurred in the absence of the payment by such Borrower of (i) the Gross-Up Amount or (ii) any amount paid pursuant to this sentence. Each Borrower will furnish to the Administrative Agent or within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such Tax Transfereepayment by such Borrower. The US Borrowers jointly and severally agree, and the Dutch Borrower agrees, as applicable, to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the case may be, receives an amount equal to the sum it would have received had no of any Taxes so levied or imposed and paid by such deductions been made, (B) the Borrowers shall make Lender in respect of any payments by or on behalf of such deductions and (C) the Borrowers shall, jointly and severally, pay the full amount so deducted to the relevant taxation authority or other authority in accordance with applicable lawBorrower.

Net Payments. (a) Any Payments of principal and all interest under the Loan and any other payments made by the Borrowers hereunder, under the Revolving Loans or under the Letters of Credit Debtor according to or for the benefit of any Lender or the Agent this Agreement shall be made net, free and clear of of, and without any deduction for any tax, withholding, deposit and all any other tax, encumbrance or surcharge, either present or future taxesfuture, leviesestablished by the Chilean laws or any others that may be applied to this kind of agreements, impostscredits or loans, irrespective of their nature (except for those established by the Spanish laws regarding the tax on companies of the Creditor, unless applied because the Debtor is Spanish). Should the Debtor be legally bound to make any deductions or withholdings on any payment to be made to the Creditor, under this Agreement, the amount to be paid by Debtor shall be raised in the amount necessary in order that, after making the required deductions, charges or withholdings and penalties, interests and all other liabilities with respect thereto ("TAXES"), including any Taxes imposed under Section 7701(l) of the Internal Revenue Code, excluding, (i) in the case of each such Lender or the Agent, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits) and franchise taxes imposed on it by the jurisdiction under the laws of which such Lender, or the Agent (as the case may be) is organized or any political subdivision thereof, (ii) in the case of each Lender, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable Lending Office or any political subdivision thereof, (iii) in the case of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender or the Agent, as applicable, as of the Closing Date (other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit pursuant to the provisions hereof, or a Foreign Lender or the Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that event, being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be (all such nonexcluded Taxes being hereinafter referred to as "COVERED TAXES"). If the Borrowers Creditor shall be required by law to deduct any Covered Taxes from or in respect of any sum payable hereunder, under any Revolving Loan or under any Letter of Credit to or for the benefit of any Lender or the Agent or any Tax Transferee, (A) the sum payable shall be increased as may be necessary so that after making all required deductions of Covered Taxes (including deductions of Covered Taxes applicable to additional sums payable under this Section 4.10) such Lender, the Agent or such Tax Transferee, as the case may be, receives receive an amount equal to the sum one that it would have received had no such deductions or withholdings not been made. Should the Debtor pay any of such deductions or withholdings, the Debtor shall send to the Creditor, within 30 days from the date of such payment, a form or original letter of payment issued by the competent authority or a legalized copy thereof evidencing that such payment was actually made. Should the Debtor have to make any deduction or withholding that increases any amounts payable pursuant to the foregoing and the Creditor would have received or would have been granted any credit against, or an exemption or remission or repayment of, any tax paid or payable by Debtor (hereinafter the “Tax Credit”), which is attributable to such deductions or withholdings, the Creditor shall, to any possible extent and without prejudice to any withholding of the amount of such credit, exemption, remission or repayment, (Bi) reasonably determine the Borrowers shall make part of the Tax Credit actually received or applied (the extent that it can do so without prejudice to the retention of the amount of such deductions credit , relief , remission or repayment (i) reasonably determine the portion of the tax credit that actually perceived or apply (hereinafter the “Used Tax Credit”), and (Cii) the Borrowers shall, jointly and severally, pay the full amount so deducted to the relevant Debtor the Used Tax Credit only after it had been actually received or applied, so that the Creditor is (after the payment of such Used Tax Credit ) neither in a better or worse position than the one in which it would have been, had the Debtor not been required to suffer such deduction or withholding. Nothing stated in this Section 5.2, may interfere with or affect the Creditor’s right to manage or administer its tax affairs in the way that it best sees fit. Without it implying any restriction to the foregoing, the Creditor shall not be obliged to claim any Tax Credit or claim a Tax Credit in preference to other available claims, exemptions, credits or deductions available. The Creditor shall not be bound to disclose any information related to its taxation authority matters or other authority in accordance with applicable lawrespect to the related calculations. Unless that, at the reasonable discretion of the Creditor, it is detrimental to its interests, it shall try to obtain any available Tax Credit as a consequence of the payments made by the Debtor as a result of any deductions or withholdings of any taxes referred to above.

Net Payments. (a) Any and all All payments made by the Borrowers any Borrower hereunder, under the Revolving Loans any Note or under the Letters of any other Credit to Document, will be made without setoff, counterclaim or other defense. Except as provided for the benefit of any Lender or the Agent shall in section 5.4(b), all such payments will be made free and clear of of, and without deduction for or withholding for, any and all present or future taxes, levies, imposts, deductionsduties, fees, assessments or other charges of whatever nature now or withholdings and penaltieshereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, interests except as provided in the second succeeding sentence, any tax, imposed on or measured by the net income or net profits of a Lender pursuant to the laws of the jurisdiction under which such Lender is organized or the jurisdiction in which the principal office or Applicable Lending Office of such Lender is located or any subdivision thereof or therein) and all other interest, penalties or similar liabilities with respect thereto ("TAXES"), including any Taxes imposed under Section 7701(l) of the Internal Revenue Code, excluding, (i) in the case of each such Lender or the Agent, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits) and franchise taxes imposed on it by the jurisdiction under the laws of which such Lender, or the Agent (as the case may be) is organized or any political subdivision thereof, (ii) in the case of each Lender, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable Lending Office or any political subdivision thereof, (iii) in the case of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender non excluded taxes, levies imposts, duties, fees, assessments or the Agent, as applicable, as of the Closing Date (other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit pursuant to the provisions hereof, or a Foreign Lender or the Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that event, being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be charges (all such nonexcluded Taxes taxes levies, imposts, duties, fees assessments or other charges being hereinafter referred to collectively as "COVERED TAXES"). If any Taxes are so levied or imposed, the Borrowers shall be required by law applicable Borrower agrees to deduct any Covered pay the full amount of such Taxes from or in respect of any sum payable hereunder, under any Revolving Loan or under any Letter of Credit to or for the benefit of any Lender or the Agent or any Tax Transferee, (A) the sum payable shall be increased and such additional amounts as may be necessary so that every payment by it of all amounts due hereunder, under any Note or under any other Credit Document, after making all required deductions withholding or deduction for or on account of Covered any Taxes (including deductions will not be less than the amount provided for herein or in such Note or in such other Credit Document. If any amounts are payable in respect of Covered Taxes pursuant to the preceding sentence, the applicable Borrower agrees to additional sums payable under this Section 4.10) such 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 determine are payable by, or withheld from, such Lender in respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence, which request shall be accompanied by a statement from such Lender setting forth, in reasonable detail, the computations used in determining such amounts. The applicable 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 Lender, evidencing such payment by the applicable Borrower. The applicable Borrower will indemnify and hold harmless the Administrative Agent and each Lender, and reimburse the Administrative Agent or such Tax TransfereeLender upon its written request, as for the case may be, receives an amount equal to the sum it would have received had no of any Taxes so levied or imposed and paid or withheld by such deductions been made, (B) the Borrowers shall make such deductions and (C) the Borrowers shall, jointly and severally, pay the full amount so deducted to the relevant taxation authority or other authority in accordance with applicable lawLender.

Net Payments. (a) Any and all All payments made by the Borrowers hereunder, under the Revolving Loans hereunder or under the Letters of Credit any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b) and (c) with respect to payments made by a Borrower hereunder or for the benefit of under any Lender or the Agent shall Note, all such payments will be made free and clear of of, and without deduction for or withholding for, any and all present or future taxes, levies, imposts, deductionsduties, fees, assessments or other charges of whatever nature now or withholdings and penalties, interests and all other liabilities with respect thereto hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein from or through which such payments originate or are made ("TAXES"), including any Taxes imposed under Section 7701(l) of the Internal Revenue Code, but excluding, (i) in the case of each such Lender or Bank and the Administrative Agent, taxes any tax imposed on its or measured by net income (including, without limitation, any taxes imposed on branch profits) and franchise taxes imposed on it by the jurisdiction under or profits pursuant to the laws of the jurisdiction in which such Lender, Bank or the Administrative Agent (as the case may be) is organized or any political subdivision thereof, thereof or therein and (ii) in the case of each LenderBank, taxes any tax imposed on its or measured by net income (including, without limitation, any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable Lending Office or any political subdivision thereof, (iii) in the case of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender or the Agent, as applicable, as of the Closing Date (other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit profits pursuant to the provisions hereof, or a Foreign Lender or laws of the Agent changes the office jurisdiction in which the Borrowing principal office or applicable lending office of such Bank is madelocated or any subdivision thereof or therein) and all interest, accounted for penalties or booked similar liabilities with respect thereto (any all such personnon-excluded taxes, levies, imposts, duties, fees, assessments or such Foreign Lender or the Agent in that event, other charges being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be (all such nonexcluded Taxes being hereinafter referred to collectively as "COVERED TAXES"). If any Taxes are so levied or imposed, the Borrowers shall be required by law respective Borrower agrees to deduct any Covered Taxes from or in respect pay the full amount of any sum payable hereundersuch Taxes, under any Revolving Loan or under any Letter of Credit to or for the benefit of any Lender or the Agent or any Tax Transferee, (A) the sum payable shall be increased and such additional amounts as may be necessary so that after making every payment of all required deductions of Covered Taxes (including deductions of Covered Taxes applicable to additional sums payable amounts due under this Section 4.10) Agreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such LenderNote. The respective Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts, or other documents reasonably satisfactory to the Bank or Administrative Agent, evidencing such payment by such Borrower. The respective 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 Bank; PROVIDED, however, that the relevant Borrower shall not be obligated to make payment to the Bank or the Administrative Agent or such Tax Transferee, (as the case may be) pursuant to this Section in respect of penalties, receives interest and other liabilities attributable to Taxes, if (x) written demand therefor has not been made by such Bank or the Administrative Agent within 90 days from the date on which such Bank or the Administrative Agent knew of the imposition of Taxes by the relevant governmental authorities or (y) to the extent such penalties, interest and other liabilities are attributable to the gross negligence or willful misconduct of the Bank. If any Bank shall obtain a refund, credit or deduction as a result of the payment of or indemnification for any Taxes made by any Borrower to such Bank pursuant to this Section 4.04(a), such Bank shall pay to such Borrower an amount with respect to such refund, credit or deduction equal to the sum it would have any net tax benefit actually received had no by such deductions been madeBank as a result thereof which such Bank determines, (B) the Borrowers shall make in its sole discretion, to be attributable to such deductions and (C) the Borrowers shall, jointly and severally, pay the full amount so deducted to the relevant taxation authority or other authority in accordance with applicable lawpayment.

Net Payments. (a) Any and all All payments made by the Borrowers hereunderhereunder and under any Note will be made without setoff, under the Revolving Loans counterclaim or under the Letters of Credit to or for the benefit of any Lender or the Agent shall other defense. All such payments will be made free and clear of of, and without deduction for or withholding for, any and all present or future taxes, levies, imposts, deductionsduties, fees, assessments or other charges of whatever nature now or withholdings and penalties, interests and all other liabilities hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect thereto to such payments ("TAXES"), including any Taxes imposed under Section 7701(l) of the Internal Revenue Code, but excluding, (i) any tax imposed on or measured by the net income or net profits of a Lender or Issuing Lender (x) pursuant to the laws of the jurisdiction in which it is organized or the case jurisdiction in which the principal office or applicable lending office of each such Lender or the Agent, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits) and franchise taxes imposed on it by the jurisdiction under the laws of which such Lender, or the Agent (as the case may be) Issuing Lender is organized located or any political subdivision thereofthereof or therein or (y) that is a Connection Tax, (ii) any United States federal withholding tax imposed (x) on amounts payable to or for the account of a Lender or an Issuing Lender with respect to an applicable interest in a Loan or a Note pursuant to a law in effect on the date on which such Lender or Issuing Lender acquires such interest in the Loan or Note or such Lender changes its lending office, except in each case to the extent that amounts with respect to such Taxes were payable either to such Lender or Issuing Lender’s assignor immediately before such Lender or Issuing Lender became a party hereto or to such Lender or Issuing Lender immediately before it changed its lending office or (y) under FATCA, (iii) any branch profits tax imposed by the United States or any comparable tax imposed by any foreign jurisdiction, and (iv) in the case of each Lender, taxes imposed on its net income a Foreign Lender (including, without limitationas defined in Section 5.04(b)), any taxes imposed tax imposed, deducted or withheld on branch profitsor from any payments made by the Borrowers hereunder and under any Note that are attributable to such Foreign Lender’s failure, inability or ineligibility at any time during which such Foreign Lender is a party to this Agreement to deliver the Internal Revenue Service forms described in Section 5.04(b) and the Section 5.04(b)(ii) Certificate (as applicable), and franchise taxes imposed except to the extent such failure, inability or ineligibility is due to a Change in Tax Law occurring after the date on itwhich such Foreign Lender became a party to this Agreement (except, by the jurisdiction of such Lender's applicable Lending Office or any political subdivision thereof, (iii) in the case of each such Lender and the Agentan assignment, any Taxes that are in effect and that would apply to a payment to such Lender or the Agent, as applicable, as of the Closing Date (other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit pursuant to the provisions hereof, or a Foreign Lender or the Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that event, being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply such Foreign Lender’s assignor was entitled, at the time of such assignment, to receive additional payments from a payment Borrower with respect to such Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be tax) (all such nonexcluded Taxes excluded taxes being hereinafter referred to collectively as "COVERED TAXES"“Excluded Taxes”), and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”), unless such withholding or deduction is required by applicable law. If any Taxes are so levied or imposed, the Borrowers shall be required by law jointly and severally agree to deduct any Covered Taxes from or in respect pay the full amount of any sum payable hereundersuch Taxes, under any Revolving Loan or under any Letter of Credit to or for the benefit of any Lender or the Agent or any Tax Transferee, (A) the sum payable shall be increased and such additional amounts as may be necessary so that after making every payment of all required deductions of Covered Taxes (including deductions of Covered Taxes applicable to additional sums payable amounts due under this Section 4.10) Agreement or under any Note, will not be less than the amount provided for herein or in such Note after withholding or deduction for or on account of any such Taxes 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 Borrowers. The Borrowers jointly and severally agree to indemnify and hold harmless each Lender and each Issuing Lender and reimburse such Lender and such Issuing Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender or such Issuing Lender, the Agent or within 15 days of receipt of such Tax Transferee, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (B) the Borrowers shall make such deductions and (C) the Borrowers shall, jointly and severally, pay the full amount so deducted to the relevant taxation authority or other authority in accordance with applicable lawwritten request.

Net Payments. (a) Any and all All payments made by the Borrowers hereunder, under the Revolving Loans any Note or under the Letters of any other Credit to Document, will be made without setoff, counterclaim or other defense. Except as provided for the benefit of any Lender or the Agent shall in this Section 5.4(a), all such payments will be made free and clear of of, and without deduction for or withholding for, any and all present or future taxes, levies, imposts, deductionsduties, fees, assessments or other charges of whatever nature now or withholdings and penaltieshereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (but excluding, interests with respect to the Administrative Agent, any Lender or any other recipient of any such payment, any tax imposed on or measured by the net income (or any franchise tax based on net or gross income) of such recipient pursuant to the laws of the United States or of the jurisdiction (or any political subdivision or taxing authority thereof or therein) under which such recipient is organized or in which the principal office or applicable lending office of such recipient is located) and all other interest, penalties or similar liabilities with respect thereto ("TAXES")collectively, including any Taxes imposed under Section 7701(l) of the Internal Revenue Code, excluding, (i) in the case of each such Lender or the Agent, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits) and franchise taxes imposed on it by the jurisdiction under the laws of which such Lender, or the Agent (as the case may be) is organized or any political subdivision thereof, (ii) in the case of each Lender, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable Lending Office or any political subdivision thereof, (iii) in the case of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender or the Agent, as applicable, as of the Closing Date (other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit pursuant to the provisions hereof, or a Foreign Lender or the Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that event, being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be (all such nonexcluded Taxes being hereinafter referred to as "COVERED TAXES"“Taxes”). If any Taxes are so levied or imposed, the Borrowers shall be required by law agree to deduct any Covered pay the full amount of such Taxes from or in respect and such additional amounts (after payment of any sum payable hereunder, under any Revolving Loan or under any Letter of Credit to or for the benefit of any Lender or the Agent or any Tax Transferee, (Aall Taxes) the sum payable shall be increased as may be necessary so that every payment of all amounts due hereunder, under any Note or under any other Credit Document, after making all withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Note or in such other Credit Document, provided, however, that the Borrowers shall not be required deductions of Covered to increase any such amounts payable to any Lender with respect to any Taxes (including deductions i) that are attributable to such Lender’s failure to comply with the requirements of Covered Section 5.4(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 (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 applicable pursuant to additional sums payable under this Section 4.10) 5.4(a). The Borrowers 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 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 Tax TransfereeLender upon its written request, as for the case may be, receives an amount equal to of any Taxes levied or imposed and paid or withheld by the sum it would have received had no Administrative Agent or such deductions been made, (B) the Borrowers shall make such deductions and (C) the Borrowers shall, jointly and severally, pay the full amount so deducted to the relevant taxation authority or other authority in accordance with applicable lawLender.

Net Payments. (a) Any and all All payments made by the Borrowers hereunder, under the Revolving Loans any Obligor hereunder or under the Letters of Credit to any Term Note or for the benefit of any Lender Guarantee will be made without setoff, counterclaim or the Agent shall other defense. Except as provided in Section 5.06(b), all such payments will be made free and clear of of, and without deduction for or withholding for, any and all present or future taxes, levies, imposts, deductions, charges Taxes now or withholdings and penalties, interests hereafter imposed by any Governmental Authority or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding any Excluded Tax) and all other interest, penalties or similar liabilities with respect thereto ("TAXES"), including any Taxes imposed under Section 7701(l) of the Internal Revenue Code, excluding, (i) in the case of each all such Lender or the Agent, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits) and franchise taxes imposed on it by the jurisdiction under the laws of which such Lender, or the Agent (as the case may be) is organized or any political subdivision thereof, (ii) in the case of each Lender, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable Lending Office or any political subdivision thereof, (iii) in the case of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender or the Agent, as applicable, as of the Closing Date (other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit pursuant to the provisions hereof, or a Foreign Lender or the Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that event, being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(lExcluded Taxes) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be (all such nonexcluded Taxes being hereinafter referred to collectively as "COVERED TAXESCovered Taxes"). If the Borrowers shall be required by law to deduct any Covered Taxes from are so levied or in respect imposed, each Obligor agrees on a joint and several basis to pay the full amount of any sum payable hereundersuch Covered Taxes, under any Revolving Loan or under any Letter of Credit to or for the benefit of any Lender or the Agent or any Tax Transferee, (A) the sum payable shall be increased and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement, the Guarantees or under any Term Note, after making all required deductions withholding or deduction for or on account of any Covered Taxes, will not be less than the amount provided for herein or in such Term Note. If any amounts are payable in respect of Covered Taxes pursuant to the preceding sentence, each Obligor agrees, notwithstanding the definition of Excluded Taxes, to reimburse on a joint and several basis each Lender, upon the written request of such Lender, (including deductions i) for Taxes imposed on or measured by the net income or net profits of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or Applicable Lending Office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction by reason of the making of payments in respect of Covered Taxes applicable pursuant to additional sums payable under this Section 4.10(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. 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 Agent amount of any Covered Taxes so levied or imposed and paid by such Tax TransfereeLender and any liability (including penalties, as the case may beadditions to tax, receives an amount equal to the sum it would have received had no such deductions been made, (Binterest and expenses) the Borrowers shall make such deductions and (C) the Borrowers shall, jointly and severally, pay the full amount so deducted to the relevant taxation authority arising therefrom or other authority in accordance with applicable lawrespect thereto.

Net Payments. (a) Any and all All payments made by the Borrowers hereunderhereunder and under any Note will be made without setoff, under the Revolving Loans counterclaim or under the Letters of Credit to or for the benefit of any Lender or the Agent shall other defense. All such payments will be made free and clear of of, and without deduction for or withholding for, any and all present or future taxes, levies, imposts, deductionsduties, fees, assessments or other charges of whatever nature now or withholdings and penalties, interests and all other liabilities hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect thereto to such payments ("TAXES"), including any Taxes imposed under Section 7701(l) of the Internal Revenue Code, but excluding, (i) any tax imposed on or measured by the net income or net profits of a Lender or Issuing Lender (x) pursuant to the laws of the jurisdiction in which it is organized or the case jurisdiction in which the principal office or applicable lending office of each such Lender or the Agent, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits) and franchise taxes imposed on it by the jurisdiction under the laws of which such Lender, or the Agent (as the case may be) Issuing Lender is organized located or any political subdivision thereofthereof or therein or (y) that is a Connection Tax, (ii) any United States federal withholding tax imposed (x) on amounts payable to or for the account of a Lender or an Issuing Lender with respect to an applicable interest in a Loan or a Note pursuant to a law in effect on the date on which such Lender or Issuing Lender acquires such interest in the Loan or Note or such Lender changes its lending office, except in each case to the extent that amounts with respect to such Taxes were payable either to such Lender or Issuing Lender’s assignor immediately before such Lender or Issuing Lender became a party hereto or to such Lender or Issuing Lender immediately before it changed its lending office or (y) under FATCA, (iii) any branch profits tax imposed by the United States or any comparable tax imposed by any foreign jurisdiction, and (iv) in the case of each a Lender, taxes imposed any tax imposed, deducted or withheld on its net income or from any payments made by the Borrowers hereunder and under any Note that are attributable to such Lender’s failure, inability or ineligibility at any time during which such Lender is a party to this Agreement to deliver the Internal Revenue Service forms described in Section 5.04(b) and the Section 5.04(b)(ii) Certificate (including, without limitation, any taxes imposed on branch profitsas applicable), and franchise taxes imposed except to the extent such failure, inability or ineligibility is due to a Change in Tax Law occurring after the date on itwhich such Lender became a party to this Agreement (except, by the jurisdiction of such Lender's applicable Lending Office or any political subdivision thereof, (iii) in the case of each such Lender and the Agentan assignment, any Taxes that are in effect and that would apply to a payment to such Lender or the Agent, as applicable, as of the Closing Date (other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit pursuant to the provisions hereof, or a Foreign Lender or the Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that event, being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply such Lender’s assignor was entitled, at the time of such assignment, to receive additional payments from a payment Borrower with respect to such Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be tax) (all such nonexcluded Taxes excluded taxes being hereinafter referred to collectively as "COVERED TAXES"“Excluded Taxes”), and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as 81 “Taxes”), unless such withholding or deduction is required by applicable law. If any Taxes are so levied or imposed, the Borrowers shall be required by law jointly and severally agree to deduct any Covered Taxes from or in respect pay the full amount of any sum payable hereundersuch Taxes, under any Revolving Loan or under any Letter of Credit to or for the benefit of any Lender or the Agent or any Tax Transferee, (A) the sum payable shall be increased and such additional amounts as may be necessary so that after making every payment of all required deductions of Covered Taxes (including deductions of Covered Taxes applicable to additional sums payable amounts due under this Section 4.10) Agreement or under any Note, will not be less than the amount provided for herein or in such Note after withholding or deduction for or on account of any such Taxes. 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 Borrowers. The Borrowers jointly and severally agree to indemnify and hold harmless each Lender and each Issuing Lender and reimburse such Lender and such Issuing Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender or such Issuing Lender, the Agent or within 15 days of receipt of such Tax Transferee, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (B) the Borrowers shall make such deductions and (C) the Borrowers shall, jointly and severally, pay the full amount so deducted to the relevant taxation authority or other authority in accordance with applicable lawwritten request.

Net Payments. (a) Any and all All payments by the Borrowers hereunder, under the Revolving Loans or under the Letters of Credit to or for the benefit of any Lender or the Agent this Agreement shall be made free without setoff or counterclaim and clear in such amounts as may be necessary in order that all such payments (after deduction or withholding by the Company or the Administrative Agent for or on account of and without deduction for any and all present or future taxes, levies, imposts, deductions, duties or other charges of whatsoever nature imposed by any government or withholdings any political subdivision or taxing authority thereof (herein collectively called the “Taxes”)) shall not be less than the amounts otherwise specified to be paid under this Agreement and penalties, interests and all other liabilities the Notes had no such deduction or withholding been made on account of any Indemnified Taxes. The Company shall indemnify the Administrative Agent for any Indemnified Taxes that are paid by the Administrative Agent in connection with respect thereto this Agreement ("TAXES"), including any Indemnified Taxes imposed on payments made under this second sentence of this Section 7701(l2.12(a)) of and any reasonable and necessary expenses incurred. For the Internal Revenue Code, excludingAdministrative Agent or a Bank to be entitled to compensation for Indemnified Taxes pursuant to this Section 2.12, (i) in the case of each compensation for United States Federal income or withholding Taxes in respect of any Interest Period, the Administrative Agent or such Lender or Bank must notify the Agent, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits) and franchise taxes imposed on it Company by the jurisdiction under later of (x) 30 days after the laws end of which such LenderInterest Period or (y) 30 days after the Administrative Agent or such Bank receives a written claim for such Tax from any government, or the Agent (as the case may be) is organized or any political subdivision thereof, or taxing authority with respect to such Interest Period and (ii) in the case of each Lender, taxes imposed on its net income (including, without limitation, compensation for any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable Lending Office or any political subdivision thereof, (iii) in the case of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender or the Agent, as applicable, as of the Closing Date (United States Tax other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan a United States Federal income or Letter of Credit pursuant to the provisions hereof, or a Foreign Lender or the Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that event, being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such withholding Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be (all such nonexcluded Taxes being hereinafter referred to as "COVERED TAXES"). If the Borrowers shall be required by law to deduct any Covered Taxes from or in respect of any sum Interest Period, the Administrative Agent or such Bank must notify the Company within 30 days after the Administrative Agent or such Bank receives a written claim for such Tax from any government, political subdivision or taxing authority with respect to such Interest Period. A certificate as to any additional amounts payable hereunder, under any Revolving Loan or under any Letter of Credit to or for the benefit of any Lender or the Administrative Agent or any Tax Transferee, (A) Bank under this Section 2.12 submitted to the sum Company by the Administrative Agent or such Bank shall show in reasonable detail the amount payable and the calculations used to determine such amount and shall be increased conclusive and binding upon the parties hereto, in the absence of manifest error. With respect to each deduction or withholding by the Company for or on account of any Taxes, the Company shall promptly (and in any event not later than 45 days thereafter) furnish to the Administrative Agent such certificates, receipts and other documents as may be necessary so that after making all required deductions (in the reasonable judgment of Covered Taxes (including deductions the Administrative Agent) to establish evidence of Covered Taxes applicable to additional sums payable under this Section 4.10) such Lender, the Agent or such Tax Transferee, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (B) the Borrowers shall make such deductions and (C) the Borrowers shall, jointly and severally, pay the full amount so deducted to the relevant taxation authority or other authority in accordance with applicable lawpayment of Taxes.

Net Payments. (a) Any and all payments made to the Bank by the Borrowers hereunder, under the Revolving Loans or under the Letters of Credit to or for the benefit of any Lender or the Agent Applicant hereunder shall be made free and clear of and without deduction or withholding for any and all present Covered Taxes, unless an Applicant is required to deduct or future taxes, levies, imposts, deductions, charges or withholdings and penalties, interests and all other liabilities with respect thereto ("TAXES"), including any Taxes imposed under Section 7701(l) of the Internal Revenue Code, excluding, (i) in the case of each such Lender or the Agent, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits) and franchise taxes imposed on it by the jurisdiction under the laws of which such Lender, or the Agent (as the case may be) is organized or any political subdivision thereof, (ii) in the case of each Lender, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable Lending Office or any political subdivision thereof, (iii) in the case of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender or the Agent, as applicable, as of the Closing Date (other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit pursuant to the provisions hereof, or a Foreign Lender or the Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that event, being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be (all such nonexcluded Taxes being hereinafter referred to as "COVERED TAXES")withhold Covered Taxes. If the Borrowers an Applicant shall be required by law to deduct or withhold any Covered Taxes from or in respect of any sum payable hereunder, under any Revolving Loan or under any Letter of Credit hereunder to or for the benefit of any Lender or the Agent or any Tax TransfereeBank, (Ai) the sum payable shall be increased as may be necessary so that after making all required deductions or withholdings of Covered Taxes (including deductions of Covered Taxes or withholdings applicable to additional sums payable under this Section 4.10Paragraph 6) such Lender, the Agent or such Tax Transferee, as the case may be, Bank receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (B) the Borrowers shall make such deductions required and (Cii) the Borrowers shall, jointly and severally, such Applicant shall pay the full amount so deducted or withheld to the relevant taxation authority or other taxing authority in accordance with applicable lawlaw and shall provide the Bank with the original or a certified copy of the receipt evidencing such payment. If the Bank determines in good faith that it has received a refund in respect of any Covered Taxes with respect to which any Applicant has paid additional amounts pursuant to this Paragraph 6, the Bank shall promptly after the date of such receipt pay over the amount of such refund to such Applicant (but only to the extent of additional amounts paid by the Applicant under this Paragraph 6 with respect to the Covered Taxes giving rise to such refund), net of all reasonable expenses of the Bank (including additional Taxes attributable to such refund, as determined in good faith by the Bank) and without interest (other than interest, if any, paid by the relevant taxing authority with respect to such refund). Any Applicant shall, upon demand, repay to the Bank any amount paid over to such Applicant by the Bank in the event the Bank is required to repay any portion of such refund to such taxing authority. Nothing in this Paragraph 6 shall entitle any Applicant to have access to the records of the Bank, including, without limitation, tax returns.

Net Payments. (a) Any and All payments made by any Borrower hereunder or under any Loan Document will be made without setoff, counterclaim or other defense. Except as provided in Section 4.6(d), all payments by hereunder and under any of the Borrowers hereunderLoan Documents (including, under the Revolving Loans or under the Letters without limitation, payments on account of Credit to or for the benefit of any Lender or the Agent principal and interest and fees) shall be made by Borrowers free and clear of and without deduction withholding for or on account of any and all present or future taxestax, leviesduty, impostslevy, deductionsimpost, charges assessment or withholdings and penaltiesother charge of whatever nature now or hereafter imposed by any Governmental Authority, interests and all other liabilities with respect thereto but excluding therefrom ("TAXES"), i) a tax imposed on the overall net income (including any Taxes imposed under Section 7701(la franchise tax based on net income) of the Internal Revenue Code, excluding, (i) lending office of the Lender in respect of which the case of each such Lender or the Agent, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits) and franchise taxes imposed on it payment is made by the jurisdiction under in which the laws of which such Lender, Lender is incorporated or the Agent jurisdiction (as the case may be) is organized or any political subdivision or taxing authority thereof) in which its lending office is located, (ii) in the case of each Lenderany 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 on its net income 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 taxes 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 with respect to the Loan or Commitment or Letter of Credit or portion thereof affected by such change, or in the case of any withholding with respect to a Participant, subsequent to the date the Participant acquires a beneficial interest in the Loan, Commitment or Letter of Credit, and (iii) any tax imposed on branch profits), and franchise taxes imposed on it, or measured by the jurisdiction overall net income (including a franchise tax based on net income) of such Lender's applicable Lending Office a Lender or an office or branch thereof by the United States of America or any political subdivision thereofor taxing authority thereof or therein (such tax or taxes, (iii) in the case of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender or the Agent, as applicable, as of the Closing Date (other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan excluded tax or Letter of Credit pursuant to the provisions hereof, or a Foreign Lender or the Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that eventtaxes, being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be (all such nonexcluded Taxes being hereinafter herein referred to as "COVERED TAXESTax" or "Taxes"). If the Borrowers shall be a Borrower is required by law to deduct make any Covered deduction or withholding of any Taxes from or in respect of any sum payable hereunder, under any Revolving Loan payment due hereunder or under any Letter of Credit to or for the benefit of any Lender or Loan Documents, then the Agent or any Tax Transferee, (A) the sum amount payable shall will be increased as may to such amount which, after deduction from such increased amount of all such Taxes required to be necessary so that after making all required deductions of Covered Taxes (including deductions of Covered Taxes applicable to additional sums withheld or deducted therefrom, will not be less than the amount due and payable under this Section 4.10) such Lender, the Agent or such Tax Transferee, as the case may be, receives an amount equal to the sum it would have received hereunder had no such deductions deduction or withholding been made, (B) the Borrowers shall make such deductions and (C) the Borrowers shall, jointly and severally, pay the full amount so deducted to the relevant taxation authority or other authority in accordance with applicable lawrequired.

Net Payments. (a) Any and all All payments by the Borrowers hereunder, under the Revolving Loans or under the Letters of Credit to or for the benefit of any Lender or the Agent this Agreement shall be made free without setoff or counterclaim and clear in such amounts as may be necessary in order that all such payments (after deduction or withholding by the Company or the Administrative Agent for or on account of and without deduction for any and all present or future taxes, levies, imposts, deductions, duties or other charges of whatsoever nature imposed by any government or withholdings any political subdivision or taxing authority thereof (herein collectively called the “Taxes”)) shall not be less than the amounts otherwise specified to be paid under this Agreement and penalties, interests and all other liabilities the Notes had no such deduction or withholding been made on account of any Indemnified Taxes. The Company shall indemnify the Administrative Agent for any Indemnified Taxes that are paid by the Administrative Agent in connection with respect thereto this Agreement ("TAXES"), including any Indemnified Taxes imposed on payments made under this second sentence of this Section 7701(l2.12(a)) of and any reasonable and necessary expenses incurred. For the Internal Revenue CodeAdministrative Agent, excludinga Bank or an Issuing Bank to be entitled to compensation for Indemnified Taxes pursuant to this Section 2.12, (i) in the case of each such Lender compensation for 37 United States Federal income or withholding Taxes in respect of any Interest Period, the Administrative Agent, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits) and franchise taxes imposed on it such Bank or such Issuing Bank must notify the Company by the jurisdiction under later of (x) 30 days after the laws end of which such LenderInterest Period or (y) 30 days after the Administrative Agent, such Bank or the Agent (as the case may be) is organized or such Issuing Bank receives a written claim for such Tax from any government, political subdivision thereof, or taxing authority with respect to such Interest Period and (ii) in the case of each Lender, taxes imposed on its net income (including, without limitation, compensation for any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable Lending Office or any political subdivision thereof, (iii) in the case of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender or the Agent, as applicable, as of the Closing Date (United States Tax other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan a United States Federal income or Letter of Credit pursuant to the provisions hereof, or a Foreign Lender or the Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that event, being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such withholding Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be (all such nonexcluded Taxes being hereinafter referred to as "COVERED TAXES"). If the Borrowers shall be required by law to deduct any Covered Taxes from or in respect of any sum Interest Period, the Administrative Agent, such Bank or the Issuing Bank must notify the Company within 30 days after the Administrative Agent, such Bank or such Issuing Bank receives a written claim for such Tax from any government, political subdivision or taxing authority with respect to such Interest Period. A certificate as to any additional amounts payable hereunderto the Administrative Agent, any Bank or any Issuing Bank under any Revolving Loan this Section 2.12 submitted to the Company by the Administrative Agent, such Bank or under any Letter such Issuing Bank shall show in reasonable detail the amount payable and the calculations used to determine such amount and shall be conclusive and binding upon the parties hereto, in the absence of Credit manifest error. With respect to each deduction or withholding by the Company for the benefit or on account of any Lender or Taxes, the Company shall promptly (and in any event not later than 45 days thereafter) furnish to the Administrative Agent or any Tax Transfereesuch certificates, (A) the sum payable shall be increased receipts and other documents as may be necessary so that after making all required deductions (in the reasonable judgment of Covered Taxes (including deductions the Administrative Agent) to establish evidence of Covered Taxes applicable to additional sums payable under this Section 4.10) such Lender, the Agent or such Tax Transferee, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (B) the Borrowers shall make such deductions and (C) the Borrowers shall, jointly and severally, pay the full amount so deducted to the relevant taxation authority or other authority in accordance with applicable lawpayment of Taxes.

Net Payments. (a) Any and All payments made by or on behalf of Borrowers hereunder or under any Loan Document will be made without setoff, counterclaim or other defense. Except as provided in Section 4.7(d), all payments by hereunder and under any of the Borrowers hereunderLoan Documents (including, under the Revolving Loans or under the Letters without limitation, payments on account of Credit to or for the benefit of any Lender or the Agent principal and interest and fees) shall be made by or on behalf of Borrowers free and clear of and without deduction withholding for or on account of any and all present or future taxestax, leviesduty, impostslevy, deductionsimpost, charges assessment or withholdings and penaltiesother charge of whatever nature now or hereafter imposed by any Governmental Authority, interests and all other liabilities with respect thereto but excluding therefrom ("TAXES"), i) a tax imposed on the overall net income (including any Taxes imposed under Section 7701(la franchise tax based on net income) of the Internal Revenue Code, excluding, (i) lending office of the Lender in respect of which the case of each such Lender or the Agent, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits) and franchise taxes imposed on it payment is made by the jurisdiction under in which the laws of which such Lender, Lender is incorporated or organized or the Agent jurisdiction (as the case may be) is organized or any political subdivision or taxing authority thereof) in which its lending office is located, (ii) in the case of each Lenderany Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) and that does not comply with Section 4.7(d), any taxes imposed on its net income 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 with respect to the Loan or portion thereof affected by such change and (iii) any tax imposed on or measured by the overall net income (including a franchise tax based on net income, but excluding any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction United States by means of such Lender's applicable Lending Office withholding at the source) of a Lender or an office or branch thereof by the United States of America or any political subdivision thereofor taxing authority thereof or therein (such tax or taxes, (iii) in the case of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender or the Agent, as applicable, as of the Closing Date (other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan excluded tax or Letter of Credit pursuant to the provisions hereof, or a Foreign Lender or the Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that eventtaxes, being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be (all such nonexcluded Taxes being hereinafter herein referred to as "COVERED TAXESTax" or "Taxes"). If the Borrowers shall be are required by law to deduct make any Covered deduction or withholding of any Taxes from or in respect of any sum payable hereunder, under any Revolving Loan payment due hereunder or under any Letter of Credit to or for the benefit of any Lender or Loan Documents, then the Agent or any Tax Transferee, (A) the sum amount payable shall will be increased as may to such amount which, after deduction from such increased amount of all such Taxes required to be necessary so that after making all required deductions of Covered Taxes (including deductions of Covered Taxes applicable to additional sums withheld or deducted therefrom, will not be less than the amount due and payable under this Section 4.10) such Lender, the Agent or such Tax Transferee, as the case may be, receives an amount equal to the sum it would have received hereunder had no such deductions deduction or withholding been made, (B) the Borrowers shall make such deductions and (C) the Borrowers shall, jointly and severally, pay the full amount so deducted to the relevant taxation authority or other authority in accordance with applicable lawrequired.

Net Payments. (a) Any and all All payments by the Borrowers hereunder, under the Revolving Loans or under the Letters of Credit to or for the benefit on account of any Lender obligation of the Borrower or the Agent shall any Guarantor will be made free and clear of of, and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings and penalties, interests and all other liabilities with respect thereto ("TAXES"), including any Taxes imposed under Section 7701(l) of the Internal Revenue Code, excluding, (i) in the case of each such Lender or the Agent, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits) and franchise taxes imposed on it by the jurisdiction under the laws of which such Lender, or the Agent (as the case may be) is organized or any political subdivision thereof, (ii) in the case of each Lender, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable Lending Office or any political subdivision thereof, (iii) in the case of each such Lender and the Agentwithholding for, any Taxes that are in effect and that would apply to a payment with respect to such Lender payments, unless required by applicable law. If any Taxes are required to be withheld or deducted, the AgentBorrower or Guarantor, as if applicable, as agrees to pay the full amount of the Closing Date (other than any such Taxes imposed under Section 7701(l) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit pursuant to the provisions hereofrelevant Governmental Authority and, or a Foreign Lender or the Agent changes the office in which the Borrowing if such Tax is madean Indemnified Tax, accounted for or booked (any such person, or such Foreign Lender or the Agent in that event, being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) additional amounts to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be (all such nonexcluded Taxes being hereinafter referred to as "COVERED TAXES"). If the Borrowers shall be required by law to deduct any Covered Taxes from or in respect of any sum payable hereunder, under any Revolving Loan or under any Letter of Credit to or for the benefit of any Lender or the Agent or any Tax Transferee, (A) the sum payable shall be increased recipient as may be necessary so that every payment of all amounts due under this Agreement or under any Loan Document will not be less than the amount provided for herein or in such Loan Document after making all required deductions withholding or deduction for or on account of Covered such Indemnified Taxes (including such deductions of Covered Taxes and withholdings applicable to additional sums payable under this Section 4.10) 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 payment by such Borrower or Guarantor, 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, the Agent or and to reimburse such Tax Transferee, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (B) the Borrowers shall make such deductions and (C) the Borrowers shall, jointly and severally, pay Person for the full amount of any Indemnified Taxes so deducted 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 taxation authority or other authority Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

Net Payments. (a) Any and all All payments by the Borrowers hereunder, under the Revolving Loans or under the Letters of Credit to or for the benefit of any Lender or the Agent this Agreement shall be made free without setoff or counterclaim and clear in such amounts as may be necessary in order that all such payments (after deduction or withholding for or on account of and without deduction for any and all present or future taxes, levies, imposts, deductions, duties or other charges of whatsoever nature imposed by any government or withholdings and penalties, interests and all any political subdivision or taxing authority thereof (herein collectively called the "Taxes") other liabilities with respect thereto ("TAXES"), including than any Taxes imposed 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 and the Notes; PROVIDED that if any Bank or any Participant fails to comply with the applicable provisions of Section 7701(l10.06(g) hereof or paragraph (b) of this Section 2.13, as the Internal Revenue Codecase may be, excludingthen, 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 2.13 (i) in the case of each compensation for United States Federal income or withholding Taxes in respect of any Interest Period, such Lender or Bank must notify the Agent, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits) Company within 30 days after the end of such Interest Period and franchise taxes imposed on it by the jurisdiction under the laws of which such Lender, or the Agent (as the case may be) is organized or any political subdivision thereof, (ii) in the case of each Lender, taxes imposed on its net income (including, without limitation, compensation for any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable Lending Office or any political subdivision thereof, (iii) in the case of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender or the Agent, as applicable, as of the Closing Date (United States Tax other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan a United States Federal income or Letter of Credit pursuant to the provisions hereof, or a Foreign Lender or the Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that event, being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such withholding Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be (all such nonexcluded Taxes being hereinafter referred to as "COVERED TAXES"). If the Borrowers shall be required by law to deduct any Covered Taxes from or in respect of any sum 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 [NYCorp;1203895.1] authority with respect to such Interest Period. A certificate as to any additional amounts payable hereunderto any Bank under this Section 2.13 submitted to the Company by such Bank shall show in reasonable detail the amount payable and the calculations used to determine such amount and shall be conclusive and binding upon the parties hereto, under any Revolving Loan in the absence of manifest error. With respect to each deduction or under any Letter of Credit to withholding for or for the benefit on account of any Lender or Taxes, the Agent or Company shall promptly (and in any Tax Transfereeevent not later than 45 days thereafter) furnish to each Bank such certificates, (A) the sum payable shall be increased receipts and other documents as may be necessary so that after making all required deductions (in the reasonable judgment of Covered Taxes (including deductions of Covered Taxes applicable such Bank) to additional sums payable under this Section 4.10) establish any tax credit to which such Lender, the Agent or such Tax Transferee, as the case Bank may be, receives an amount equal to the sum it would have received had no such deductions been made, (B) the Borrowers shall make such deductions and (C) the Borrowers shall, jointly and severally, pay the full amount so deducted to the relevant taxation authority or other authority in accordance with applicable lawbe entitled.

Net Payments. (a) Any and all All payments made by the Borrowers hereunder, under the Revolving Loans Borrower ------------ hereunder or under the Letters of Credit to any Note will be made without setoff, counterclaim or for the benefit of any Lender or the Agent shall other defense. Except as provided in Section 4.04(b) and Section 12.04(b), all such payments will be made free and clear of of, and without deduction for or withholding for, any and all present or future taxes, levies, imposts, deductionsduties, fees, assessments or other charges of whatever nature now or withholdings and penalties, interests hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payment (but excluding any tax imposed on or measured by the net income or gross income or gross receipts of any Bank (other than withholding taxes or taxes in lieu of withholding taxes) pursuant to the laws of the jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the principal office or lending office of such Bank 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) and all other interest, penalties or similar liabilities with respect thereto (collectively, "TAXES"), including any Taxes imposed under Section 7701(l) of the Internal Revenue Code, excluding, (i) in the case of each such Lender or the Agent, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits) and franchise taxes imposed on it by the jurisdiction under the laws of which such Lender, or the Agent (as the case may be) is organized or any political subdivision thereof, (ii) in the case of each Lender, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable Lending Office or any political subdivision thereof, (iii) in the case of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender or the Agent, as applicable, as of the Closing Date (other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit pursuant to the provisions hereof, or a Foreign Lender or the Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that event, being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be (all such nonexcluded Taxes being hereinafter referred to as "COVERED TAXESTaxes"). If any Taxes are so levied or imposed, the Borrowers shall be required by law Borrower agrees to deduct any Covered pay the full amount of such Taxes from or in respect of any sum payable hereunder, under any Revolving Loan or under any Letter of Credit to or for the benefit of any Lender or the Agent or any Tax Transferee, (A) the sum payable shall be increased and such additional amounts as may be necessary so that every payment of all amounts due hereunder or under any Note, after making all required deductions withholding or deduction for or on account of Covered Taxes (including deductions any 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 Covered Taxes applicable to additional sums payable under this Section 4.10) such Lenderreimbursement, for taxes imposed on or measured by the Agent or net income of such Tax Transferee, as the case may be, receives an amount equal Bank pursuant to the sum 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 would have received had no shall determine are payable by it in respect of amounts paid to or on behalf of such deductions been made, (B) the Borrowers shall make such deductions and (C) the Borrowers shall, jointly and severally, pay the full amount so deducted Bank pursuant to the relevant taxation authority preceding sentence. The Borrower will furnish to the applicable Bank within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of any tax receipts available to the Borrower evidencing such payment by the 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 other authority in accordance with applicable lawimposed and paid by such Bank.

Net Payments. (a) Any and all All payments made by the Borrowers hereunder, under the Revolving Loans or under the Letters of Credit to or for the benefit of any Lender or the Agent shall Borrower hereunder will be made free and clear of and without deduction for any and setoff or counterclaim. The Borrower will pay, prior to the date on which penalties attach thereto, all present or and future income, stamp and other taxes, levies, impostsor costs and charges whatsoever imposed, deductionsassessed, levied or collected on or in respect of a Loan and/or the recording, registration, notarization or other formalization thereof and/or any payments of principal, interest or other amounts made on or in respect of a Loan (all such taxes, levies, costs and charges or withholdings and penalties, interests and all other liabilities with respect thereto (being herein collectively called "TAXESTaxes"), including any ; PROVIDED that Taxes imposed under Section 7701(l) of the Internal Revenue Code, excluding, (i) in the case of each such Lender or the Agent, shall not include taxes imposed on its or measured by the overall net income of that Bank (including, without limitation, or any taxes alternative tax imposed generally by any relevant jurisdiction in lieu of a tax on branch profitsnet income) and franchise taxes imposed on it by the jurisdiction under the laws United States of which such Lender, or the Agent (as the case may be) is organized America or any political subdivision thereof, (ii) in the case of each Lenderor taxing authority thereof or therein, taxes imposed under Section 884 of the Code or taxes on its or measured by the overall net income (includingor any alternative tax imposed generally by any relevant jurisdiction in lieu of a tax on net income) of that Bank or any foreign office, without limitationbranch or subsidiary of that Bank by any foreign country or subdivision thereof in which that Bank or that office, any branch or subsidiary is doing business). The Borrower shall also pay such additional amounts equal to increases in taxes imposed on branch profits), and franchise taxes imposed on it, payable by that Bank described in the foregoing proviso which increases are attributable to payments made by the jurisdiction of such Lender's applicable Lending Office or any political subdivision thereof, (iii) Borrower described in the case immediately preceding sentence of each this Section. Promptly after the date on which payment of any such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender or the Agent, as applicable, as of the Closing Date (other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit Tax is due pursuant to applicable law, the provisions hereofBorrower will, or a Foreign Lender or at the Agent changes request of that Bank, furnish to that Bank evidence, in form and substance satisfactory to that Bank, that the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that event, being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be (all such nonexcluded Taxes being hereinafter referred to as "COVERED TAXES"). If the Borrowers shall be required by law to deduct any Covered Taxes from or in respect of any sum payable hereunder, under any Revolving Loan or under any Letter of Credit to or for the benefit of any Lender or the Agent or any Tax Transferee, (A) the sum payable shall be increased as may be necessary so that after making all required deductions of Covered Taxes (including deductions of Covered Taxes applicable to additional sums payable Borrower has met its obligation under this Section 4.10) such Lender3.04. The Borrower will indemnify each Bank against, the Agent or such Tax Transfereeand reimburse each Bank on demand for, any Taxes, as determined by that Bank in its good faith and reasonable discretion. Such Bank shall provide the case may be, receives an amount equal Borrower with appropriate receipts for any payments or reimbursements made by the Borrower pursuant to the sum it would have received had no such deductions been made, (B) the Borrowers shall make such deductions and (C) the Borrowers shall, jointly and severally, pay the full amount so deducted to the relevant taxation authority or other authority in accordance with applicable lawthis Section 3.04.

Net Payments. (a) Any and All payments made by any Credit Party under any Credit Document will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b), all such payments by the Borrowers hereunder, under the Revolving Loans or under the Letters of Credit to or for the benefit of any Lender or the Agent shall will be made free and clear of of, and without deduction for or withholding for, any and all present or future taxes, levies, imposts, deductionsduties, fees, assessments or other charges of whatever nature now or withholdings and penalties, interests and all other liabilities hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect thereto to such payments ("TAXES")but excluding, including except as provided in the second succeeding sentence, any Taxes tax imposed under Section 7701(lon or measured by the net income or net profits (or any franchise or similar tax imposed in lieu of a net income or net profits tax) of the Internal Revenue Codea Lender, excluding, (i) in the case of each such an Issuing Lender or the Agent, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits) and franchise taxes imposed on it by the jurisdiction under the laws of which such Lender, or the Administrative Agent (as the case may be) is organized or any political subdivision thereof, (ii) in the case of each Lender, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable Lending Office or any political subdivision thereof, (iii) in the case of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender or the Agent, as applicable, as of the Closing Date (other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit pursuant to the provisions hereof, or a Foreign Lender or the Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that event, being referred to as a "TAX TRANSFEREESection 4.04 Indemnitee"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be (all such nonexcluded Taxes being hereinafter referred to as "COVERED TAXES"). If the Borrowers shall be required by law to deduct any Covered Taxes from or in respect of any sum payable hereunder, under any Revolving Loan or under any Letter of Credit to or for the benefit of any Lender or the Agent or any Tax Transferee, (A) the sum payable shall be increased as may be necessary so that after making all required deductions of Covered Taxes (including deductions of Covered Taxes applicable to additional sums payable under this Section 4.10) such Lender, the Agent or such Tax Transferee, as the case may be, receives an amount equal pursuant to the sum it would have received had no laws of the jurisdiction in which such deductions been madeSection 4.04 Indemnitee is organized or the jurisdiction in which the principal office or applicable lending office of such Section 4.04 Indemnitee is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (B) 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 Borrowers shall make such deductions Borrower and (C) the Borrowers shall, jointly and severally, any other Credit Party agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so deducted that every payment of all amounts due under this Agreement or under any other Credit Document to any Section 4.04 Indemnitee, after withholding or deduction for or on account of any Taxes, 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 relevant taxation preceding sentence, the Borrower and each other Credit Party jointly and severally agree to reimburse each Section 4.04 Indemnitee, upon the written request of such Section 4.04 Indemnitee, for taxes imposed on or measured by the net income or net profits (or any franchise or similar tax imposed in lieu of a net income or net profits tax) of such Section 4.04 Indemnitee pursuant to the laws of the jurisdiction in which such Section 4.04 Indemnitee is organized or in which the principal office or applicable lending office of such Section 4.04 Indemnitee is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Section 4.04 Indemnitee is organized or in which the principal office or applicable lending office of such Section 4.04 Indemnitee is located and for any withholding of taxes as such Section 4.04 Indemnitee shall determine are payable by, or withheld from, such Section 4.04 Indemnitee in respect of such amounts so paid to or on behalf of such Section 4.04 Indemnitee pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Section 4.04 Indemnitee pursuant to this sentence. The Borrower will furnish to the Administrative Agent within 60 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 or the respective Credit Party. The Borrower and each other authority in accordance with applicable lawCredit Party jointly and severally agree to indemnify and hold harmless each Section 4.04 Indemnitee and reimburse each such Person upon its written request, for the amount of any Taxes so levied or imposed and paid by each such Person.

Net Payments. (a) Any and All payments made by any Credit Party hereunder will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b), all such payments by the Borrowers hereunder, under the Revolving Loans or under the Letters of Credit to or for the benefit of any Lender or the Agent shall will be made free and clear of of, and without deduction for or withholding for, any and all present or future taxes, levies, imposts, deductionsduties, fees, assessments or other charges of whatever nature now or withholdings and penalties, interests and all other liabilities with respect thereto ("TAXES"), including hereafter imposed by any Taxes imposed under Section 7701(l) of the Internal Revenue Code, excluding, (i) in the case of each such Lender jurisdiction or the Agent, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits) and franchise taxes imposed on it by the jurisdiction under the laws of which such Lender, or the Agent (as the case may be) is organized or any political subdivision thereof, (ii) in the case of each Lender, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable Lending Office or any political subdivision thereof, (iii) in the case of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment taxing authority thereof or therein with respect to such Lender payments (but excluding any Excluded Taxes) (all such non-excluded taxes, levies, imposts, duties, fees, assessments or the Agent, as applicable, as of the Closing Date (other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit pursuant to the provisions hereof, or a Foreign Lender or the Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that event, charges being referred to collectively as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be (all such nonexcluded Taxes being hereinafter referred to as "COVERED TAXES"“Taxes”). If any Taxes are so levied or imposed, the Borrowers shall be required by law Credit Parties agree to deduct any Covered Taxes from or in respect pay the full amount of any sum payable hereundersuch Taxes, under any Revolving Loan or under any Letter of Credit to or for the benefit of any Lender or the Agent or any Tax Transferee, (A) the sum payable shall be increased and such additional amounts as may be necessary so that after making every payment of all required deductions of Covered Taxes (including deductions of Covered Taxes applicable to additional sums payable amounts due under this Section 4.10) such LenderAgreement, after withholding or deduction for or on account of any Taxes, will not be less than the Agent or such Tax Transferee, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (B) the Borrowers provided for herein. The Credit Parties shall make such deductions and (C) the Borrowers shall, jointly and severally, timely pay the full amount so deducted to the relevant taxation authority or other authority Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes. Without duplication, if any amounts are payable in respect of Taxes pursuant to the two (2) preceding sentences, the applicable Credit Party agrees to reimburse each Lender within fifteen (15) Business Days of receipt of the written request of such Lender, including documentation reasonably supporting such request for such Taxes as 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 two preceding sentences and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. The applicable Credit Party 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 or other documentation reasonably evidencing such payment by such Credit Party. The Credit Parties agree to indemnify and hold harmless each Recipient and reimburse such Recipient upon its written request, for the amount of any Taxes so levied or imposed and paid by such Recipient. A certificate as to the amount of such payment or liability 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 demonstrable error.

Net Payments. (a) Any and all All payments made by the Borrowers hereunder, under the Revolving Loans Borrower hereunder or under the Letters of Credit to any Note will be made without setoff, counterclaim or for the benefit of any Lender or the Agent shall other defense. Except as provided in Section 4.04(b), all such payments will be made free and clear of of, and without deduction for or withholding for, any and all present or future taxes, levies, imposts, deductionsduties, fees, assessments or other charges of whatever nature now or withholdings and penalties, interests and all other liabilities hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect thereto to such payments ("TAXES")but excluding, including with respect to the Administrative Agent or any Taxes Bank, except as provided in the second succeeding sentence, any tax imposed under Section 7701(l) on or measured by the net income or net profits of the Internal Revenue CodeAdministrative Agent or a Bank pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office is located, excluding, (i) or in the case of each any Bank, the applicable lending office of such Lender Bank is located or the Agent, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profitssubdivision thereof or therein) and franchise taxes imposed on it by the jurisdiction under the laws of which such Lenderall interest, penalties or the Agent (as the case may be) is organized or any political subdivision thereof, (ii) in the case of each Lender, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable Lending Office or any political subdivision thereof, (iii) in the case of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment similar liabilities with respect to such Lender non-excluded taxes, levies, imposts, duties, fees, assessments or the Agentother charges (all such non-excluded taxes, as applicablelevies, as of the Closing Date (imposts, duties, fees, assessments or other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit pursuant to the provisions hereof, or a Foreign Lender or the Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that event, charges being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be (all such nonexcluded Taxes being hereinafter referred to collectively as "COVERED TAXESTaxes"). If any Taxes are so levied or imposed, the Borrowers shall be required by law Borrower agrees to deduct any Covered Taxes from or in respect pay the full amount of any sum payable hereundersuch Taxes, under any Revolving Loan or under any Letter of Credit to or for the benefit of any Lender or the Agent or any Tax Transferee, (A) the sum payable shall be increased and such additional amounts as may be necessary so that after making every payment of all required deductions of Covered Taxes (including deductions of Covered Taxes applicable to additional sums payable amounts due under this Section 4.10) Agreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Lender, the Agent or such Tax Transferee, as the case may be, receives an amount equal Note. The Borrower will furnish to the sum it would have received had no 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 deductions been made, (B) the Borrowers shall make such deductions and (C) the Borrowers shall, jointly and severally, pay the full amount so deducted to the relevant taxation authority or other authority in accordance with applicable law.payment by the

Net Payments. (a) Any and all All payments made by the Borrowers hereunder, under the Revolving Loans or under the Letters of Credit to or for the benefit of any Lender or the Agent shall Borrower hereunder ------------ will be made free and clear of and without deduction for any and setoff or counterclaim. The Borrower will pay, prior to the date on which penalties attach thereto, all present or and future income, stamp and other taxes, levies, impostsor costs and charges whatsoever imposed, deductionsassessed, levied or collected on or in respect of a Loan and/or the recording, registration, notarization or other formalization thereof and/or any payments of principal, interest or other amounts made on or in respect of a Loan (all such taxes, levies, costs and charges or withholdings and penalties, interests and all other liabilities with respect thereto (being herein collectively called "TAXESTaxes"), including any ; provided that Taxes imposed under Section 7701(l) of the Internal Revenue Code, excluding, (i) in the case of each such Lender or the Agent, shall not include taxes imposed on its or measured by the -------- overall net income of that Bank (including, without limitation, or any taxes alternative tax imposed generally by any relevant jurisdiction in lieu of a tax on branch profitsnet income) and franchise taxes imposed on it by the jurisdiction under the laws United States of which such Lender, or the Agent (as the case may be) is organized America or any political subdivision thereof, (ii) in the case of each Lenderor taxing authority thereof or therein, taxes imposed under Section 884 of the Code or taxes on its or measured by the overall net income (includingor any alternative tax imposed generally by any relevant jurisdiction in lieu of a tax on net income) of that Bank or any foreign office, without limitationbranch or subsidiary of that Bank by any foreign country or subdivision thereof in which that Bank or that office, any branch or subsidiary is doing business). The Borrower shall also pay such additional amounts equal to increases in taxes imposed on branch profits), and franchise taxes imposed on it, payable by that Bank described in the foregoing proviso which increases are attributable to payments made by the jurisdiction of such Lender's applicable Lending Office or any political subdivision thereof, (iii) Borrower described in the case immediately preceding sentence of each this Section. Promptly after the date on which payment of any such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender or the Agent, as applicable, as of the Closing Date (other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit Tax is due pursuant to applicable law, the provisions hereofBorrower will, or a Foreign Lender or at the Agent changes request of that Bank, furnish to that Bank evidence, in form and substance satisfactory to that Bank, that the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that event, being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be (all such nonexcluded Taxes being hereinafter referred to as "COVERED TAXES"). If the Borrowers shall be required by law to deduct any Covered Taxes from or in respect of any sum payable hereunder, under any Revolving Loan or under any Letter of Credit to or for the benefit of any Lender or the Agent or any Tax Transferee, (A) the sum payable shall be increased as may be necessary so that after making all required deductions of Covered Taxes (including deductions of Covered Taxes applicable to additional sums payable Borrower has met its obligation under this Section 4.10) such Lender3.04. The Borrower will indemnify each Bank against, the Agent or such Tax Transfereeand reimburse each Bank on demand for, any Taxes, as determined by that Bank in its good faith and reasonable discretion. Such Bank shall provide the case may be, receives an amount equal Borrower with appropriate receipts for any payments or reimbursements made by the Borrower pursuant to the sum it would have received had no such deductions been made, (B) the Borrowers shall make such deductions and (C) the Borrowers shall, jointly and severally, pay the full amount so deducted to the relevant taxation authority or other authority in accordance with applicable lawthis Section 3.04.

Net Payments. (a) Any and All payments made by the Borrower hereunder or under any Loan Document will be made without setoff, counterclaim or other defense. Except as provided in Section 4.7(d), all payments by hereunder and under any of the Borrowers hereunderLoan Documents (including, under the Revolving Loans or under the Letters without limitation, payments on account of Credit to or for the benefit of any Lender or the Agent 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 and all present or future taxestax, leviesduty, impostslevy, deductionsimpost, charges assessment or withholdings and penaltiesother charge of whatever nature now or hereafter imposed by any Governmental Authority, interests and all other liabilities with respect thereto but excluding therefrom ("TAXES"), i) a tax imposed on or measured by the overall net income (including any Taxes imposed under Section 7701(la franchise tax based on net income) of the Internal Revenue Code, excluding, (i) lending office of the Lender in respect of which the case of each such Lender or the Agent, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits) and franchise taxes imposed on it payment is made by the jurisdiction under in which the laws of which such Lender, Lender is incorporated or the Agent jurisdiction (as the case may be) is organized or any political subdivision or taxing authority thereof) in which its lending office is located, (ii) in the case of each Lenderany 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 on its net income 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 taxes imposed on branch profits), and franchise taxes imposed on it, guideline or policy not having the force of law) by any authority charged with the jurisdiction of administration thereof subsequent to the date such Lender's applicable Lending Office Lender becomes a Lender with respect to the Loan or any political subdivision thereofportion thereof affected by such change, (iii) any taxes to which the Lender is subject (to the extent of the tax rate then in effect) on the case of each 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 Agentdate hereof, any Taxes that are in effect and that would apply taxes to a payment to which such Lender or is subject on the Agent, as applicable, as of the Closing Date date it becomes a party hereto (other than any Taxes imposed under Section 7701(l) taxes which each of the Internal Revenue Code), other Lenders is entitled to reimbursements for pursuant to the terms of this Agreement) and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit pursuant taxes to which the Lender becomes subject subsequent to the provisions hereofdate referred to in clause (iii) above as a result of a change in the residence, place of incorporation, or principal place of business of the Lender, a Foreign 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 Agent changes recognition by the office Lender of gain on the sale, assignment or participation by the Lender of the participating interests in which its creditor positions hereunder (such tax or taxes, other than the Borrowing is made, accounted for tax or booked taxes described in Sections 4.7(a)(i) through (any such person, or such Foreign Lender or the Agent in that eventiv), being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be (all such nonexcluded Taxes being hereinafter herein referred to as "COVERED TAXESTax" or "Taxes"). If the Borrowers shall be Borrower is required by law to deduct make any Covered deduction or withholding of any Taxes from or in respect of any sum payable hereunder, under any Revolving Loan payment due hereunder or under any Letter of Credit to or for the benefit of any Lender or Loan Documents, then the Agent or any Tax Transferee, (A) the sum amount payable shall 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 may be necessary so that after making all required deductions of Covered Taxes (including deductions of Covered Taxes applicable to any additional sums amounts payable to a Lender under this Section 4.10) such Lender, the Agent or such Tax Transferee, as the case may be, receives an amount equal 4.7 submitted to the sum it would have received had no Borrower by such deductions been made, (B) Lender shall show in reasonable detail the Borrowers shall make amount payable and the calculations used to determine in good faith such deductions amount and (C) the Borrowers shall, jointly absent manifest error, be final, conclusive and severally, pay the full amount so deducted to the relevant taxation authority or other authority in accordance with applicable lawbinding upon all parties hereto.

Net Payments. (a) Any All payments made by any Credit Party hereunder and under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b), all such payments by the Borrowers hereunder, under the Revolving Loans or under the Letters of Credit to or for the benefit of any Lender or the Agent shall will be made free and clear of of, and without deduction for or withholding for, any and all present or future taxes, levies, imposts, deductionsduties, fees, assessments or other charges of whatever nature now or withholdings and penalties, interests and all other liabilities hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect thereto to such payments ("TAXES")but excluding any Excluded Taxes) (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges, including any Taxes imposed under Section 7701(l) of the Internal Revenue Codeinterest, excluding, (i) in the case of each such Lender additions to tax or the Agent, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits) and franchise taxes imposed on it by the jurisdiction under the laws of which such Lender, or the Agent (as the case may be) is organized or any political subdivision thereof, (ii) in the case of each Lender, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction of such Lender's penalties applicable Lending Office or any political subdivision thereof, (iii) in the case of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender or the Agent, as applicable, as of the Closing Date (other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit pursuant to the provisions hereof, or a Foreign Lender or the Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that eventthereto, being referred to collectively as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be (all such nonexcluded Taxes being hereinafter referred to as "COVERED TAXES"“Taxes”). If any Taxes are so levied or imposed, the Borrowers shall be required by law Credit Parties agree to deduct any Covered Taxes from or in respect pay the full amount of any sum payable hereundersuch Taxes, under any Revolving Loan or under any Letter of Credit to or for the benefit of any Lender or the Agent or any Tax Transferee, (A) the sum payable shall be increased and such additional amounts as may be necessary so that after making every payment of all required deductions of Covered Taxes (including deductions of Covered Taxes applicable to additional sums payable amounts due under this Section 4.10) Agreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Lender, the Agent or such Tax Transferee, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (B) the Borrowers Note. The Credit Parties shall make such deductions and (C) the Borrowers shall, jointly and severally, timely pay the full amount so deducted to the relevant taxation authority or other authority Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes. Without duplication, if any amounts are payable in respect of Taxes pursuant to the two preceding sentences, the applicable Credit Party agrees to reimburse each Agent and Lender within fifteen (15) Business Days of receipt of the written request of such Agent or such Lender, including documentation reasonably supporting such request for such Taxes as are payable by, or withheld from, such Agent or such Lender, in respect of such amounts so paid to or on behalf of such Agent or such Lender pursuant to the two preceding sentences and in respect of any amounts paid to or on behalf of such Agent or such Lender pursuant to this sentence. The applicable Credit Party 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 or other documentation reasonably evidencing such payment by such Credit Party. The Credit Parties agree to indemnify and hold harmless each Recipient and reimburse such Recipient upon its written request therefor, for the amount of any Taxes so levied or imposed and paid by such Recipient. A certificate as to the amount of such payment or liability delivered to the Borrower by an Agent or 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 demonstrable error.

Net Payments. (a) Any and all A. All payments made by the Borrowers hereunder, under the Revolving Loans Borrower hereunder or under any Loan Document will be made without setoff, counterclaim or other defense. All payments hereunder and under any of the Letters Loan Documents (including, without limitation, payments on account of Credit to or for the benefit of any Lender or the Agent 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 and all 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, levies, imposts, deductions, charges or withholdings and penalties, interests and all other liabilities with respect thereto ("TAXES"), including any Taxes imposed under Section 7701(l) of the Internal Revenue Code, excluding, (i) in the case of each such Lender or the Agent, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits) and franchise taxes imposed on it lending office of the Lender in respect of which the payment is made by the United States or by the jurisdiction under the laws of which such Lender, or the Agent (as the case may be) is organized 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) in any branch profits tax imposed by the case of each Lender, taxes United States or any similar tax imposed on its net income (including, without limitation, any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable Lending Office or any political subdivision thereofin which the Borrower is located, (iii) in the case of each 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 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 Agentdate hereof, any Taxes that are in effect and that would apply taxes to a payment to which such Lender or is subject on the Agent, as applicable, as of the Closing Date date it becomes a party hereto (other than any Taxes imposed under Section 7701(l) taxes which each of the Internal Revenue Codeother Lenders is entitled to reimbursements for pursuant to the terms of this Agreement), and (v) taxes to which the Lender becomes subject subsequent to the date referred to in clause (iv) if 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 and (vi) any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter withholding tax that is imposed as a result of Credit pursuant a Lender’s failure to comply with the provisions hereofof Section 4.7(d) (such tax or taxes, other than the tax or a Foreign Lender or the Agent changes the office taxes described in which the Borrowing is made, accounted for or booked Sections 4.7(a)(i) through (any such person, or such Foreign Lender or the Agent in that eventvi), being herein referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition of such interest “Tax” or change in office, as the case may be (all such nonexcluded Taxes being hereinafter referred to as "COVERED TAXES"“Taxes”). If the Borrowers shall be Borrower is required by law to deduct make any Covered deduction or withholding of any Taxes from or in respect of any sum payable hereunder, under any Revolving Loan payment due hereunder or under any Letter of Credit to or for the benefit of any Lender or Loan Documents, then the Agent or any Tax Transferee, (A) the sum amount payable shall 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 may be necessary so that after making all required deductions of Covered Taxes (including deductions of Covered Taxes applicable to any additional sums amounts payable to a Lender under this Section 4.10) such Lender, the Agent or such Tax Transferee, as the case may be, receives an amount equal 4.7 submitted to the sum it would have received had no Borrower by such deductions been made, (B) Lender shall show in reasonable detail the Borrowers shall make amount payable and the calculations used to determine in good faith such deductions amount and (C) the Borrowers shall, jointly absent manifest error, be final, conclusive and severally, pay the full amount so deducted to the relevant taxation authority or other authority in accordance with applicable lawbinding upon all parties hereto.

Net Payments. (aA) Any and all All payments made by Borrower or the Borrowers hereunder, under the Revolving Loans ------------ Guarantors hereunder or under any Note and the Letters of Credit to Guarantees will be made without setoff, counterclaim or for the benefit of any Lender or the Agent shall other defense. Except as provided in Section 5.06(b), all such payments will be made free and clear of of, and without deduction for or withholding for, any and all present or future taxes, levies, imposts, deductionsduties, fees, assessments or other charges of whatever nature now or withholdings hereafter imposed by any Governmental Authority or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income or net profits of a Lender (a) pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or Applicable Lending Office of such Lender is located or any subdivision thereof or therein or (b) as a result of a present or former connection between the Administrative Agent or such Lender and penaltiesthe Governmental Authority imposing such net income or net profits tax (other than any such connection arising solely from the Administrative Agent or such Lender having executed, interests delivered or performed its obligations or received a payment under, or enforced, this Agreement, the Guarantees or any Note)) and all other interest, penalties or similar liabilities with respect thereto ("TAXES")all such non-excluded taxes, including any Taxes imposed under Section 7701(l) of the Internal Revenue Codelevies, excludingimposts, (i) in the case of each such Lender duties, fees, assessments or the Agent, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits) and franchise taxes imposed on it by the jurisdiction under the laws of which such Lender, or the Agent (as the case may be) is organized or any political subdivision thereof, (ii) in the case of each Lender, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable Lending Office or any political subdivision thereof, (iii) in the case of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender or the Agent, as applicable, as of the Closing Date (other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit pursuant to the provisions hereof, or a Foreign Lender or the Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that event, charges being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be (all such nonexcluded Taxes being hereinafter referred to collectively as "COVERED TAXESCovered Taxes"). If the Borrowers shall be required by law to deduct any Covered Taxes from are so levied or in respect of any sum payable hereunderimposed, under any Revolving Loan or under any Letter of Credit to or for the benefit of any Lender or the Agent or any Tax Transferee, (A) the sum payable shall be increased as may be necessary so that after making all required deductions of Covered Taxes (including deductions of Covered Taxes applicable to additional sums payable under this Section 4.10) such Lender, the Agent or such Tax TransfereeBorrower and ------------- each Guarantor, as the case may be, receives an amount equal agrees to the sum it would have received had no such deductions been made, (B) the Borrowers shall make such deductions and (C) the Borrowers shall, jointly and severally, pay the full amount of such Covered Taxes, and such additional amounts as may be necessary so deducted that every payment of all amounts due under this Agreement, the Guarantees or under any Note, after withholding or deduction for or on account of any Covered Taxes, will not be less than the amount provided for herein or in such Note. If any amounts are payable in respect of Covered Taxes pursuant to the relevant taxation preceding sentence, Borrower agrees to reimburse each Lender, upon the written request of such Lender, (i) for taxes imposed on or measured by the net income or net profits of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or Applicable Lending Office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction by reason of the making of payments in respect of Covered Taxes pursuant to this Section (including pursuant to this sentence) and (ii) for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender 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; provided, however, that Borrower's obligations -------- ------- shall be reduced by any Tax Benefit described in the following paragraph. Borrower or the Guarantors, as the case may be, will furnish to the Administrative Agent within 45 days after the date the payment of any Covered Taxes is due pursuant to applicable law certified copies of tax receipts or other authority documentation evidencing such payment by Borrower. Borrower and the Guarantors agree to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Covered Taxes so levied or imposed and paid by such Lender and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto. If Borrower or any Guarantor pays any additional amount under this Section 5.06 to a Lender and such Lender determines in accordance its reasonable discretion that it has actually received or realized in connection therewith any refund or any reduction of, or credit against, its tax liabilities in or with applicable law.respect to the taxable year in which the additional amount is paid (a "Tax Benefit"), such ----------- Lender shall pay to Borrower or such Guarantor, as the case may be, an amount that the Lender shall, in its reasonable discretion, determine is equal to the net benefit, after tax, which was obtained by the Lender in such year as a consequence of such Tax Benefit; provided, however, that (i) such Lender shall -------- ------- not be required to make any payment under this paragraph of this Section 5.06(a) if an Event of Default shall have occurred and be continuing; (ii) any taxes that are imposed on a Lender as a result of a disallowance or reduction (including through the expiration of any tax credit carryover or carryback of such Lender that otherwise would not have expired) of any Tax Benefit with respect to which such Lender has made a payment to Borrower or any Guarantor pursuant to this paragraph of this Section 5.06(a) shall -50-

Net Payments. (a) Any and all All payments made by the Borrowers Borrower hereunder, under the Revolving Loans any Note or under the Letters of any other Credit to Document, will be made without setoff, counterclaim or other defense. Except as provided for the benefit of any Lender or the Agent shall in section 5.5(b), all such payments will be made free and clear of of, and without deduction for or withholding for, any and all present or future taxes, levies, imposts, deductionsduties, fees, assessments or other charges of whatever nature now or withholdings and penaltieshereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, interests except as provided in the second succeeding sentence, any tax, imposed on or measured by the net income or net profits of a Lender pursuant to the laws of the jurisdiction under which such Lender is organized or the jurisdiction in which the principal office or Applicable Lending Office of such Lender is located, or any subdivision thereof or therein) and all other interest, penalties or similar liabilities with respect thereto ("TAXES"), including any Taxes imposed under Section 7701(l) of the Internal Revenue Code, excluding, (i) in the case of each such Lender or the Agent, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits) and franchise taxes imposed on it by the jurisdiction under the laws of which such Lender, or the Agent (as the case may be) is organized or any political subdivision thereof, (ii) in the case of each Lender, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable Lending Office or any political subdivision thereof, (iii) in the case of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender non excluded taxes, levies imposts, duties, fees, assessments or the Agent, as applicable, as of the Closing Date (other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit pursuant to the provisions hereof, or a Foreign Lender or the Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that event, being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be charges (all such nonexcluded Taxes taxes levies, imposts, duties, fees assessments or other charges being hereinafter referred to collectively as "COVERED TAXESTaxes"). If any Taxes are so levied or imposed, the Borrowers shall be required by law Borrower agrees to deduct any Covered pay the full amount of such Taxes from or in respect of any sum payable hereunder, under any Revolving Loan or under any Letter of Credit to or for the benefit of any Lender or the Agent or any Tax Transferee, (A) the sum payable shall be increased and such additional amounts as may be necessary so that every payment by it of all amounts due hereunder, under any Note or under any other Credit Document, after making all required deductions withholding or deduction for or on account of Covered any Taxes (including deductions will not be less than the amount provided for herein or in such Note or in such other Credit Document. If any amounts are payable in respect of Covered Taxes applicable pursuant to additional sums payable under this Section 4.10) such 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 determine are payable by, or withheld from, such Lender in respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence, which request shall be accompanied by a statement from such Lender setting forth, in reasonable detail, the computations used in determining such amounts. The 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 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 Tax TransfereeLender upon its written request, as for the case may be, receives an amount equal to the sum it would have received had no of any Taxes so levied or imposed and paid or withheld by such deductions been made, (B) the Borrowers shall make such deductions and (C) the Borrowers shall, jointly and severally, pay the full amount so deducted to the relevant taxation authority or other authority in accordance with applicable lawLender.

Net Payments. (a) Any All payments made by each Borrower hereunder, under any Note or any other Loan Document, and all payments made by the Borrowers hereunderCompany pursuant to its guaranty obligations under Article X, under the Revolving Loans shall be made without setoff, counterclaim or under the Letters of Credit to or other defense. Except as provided for the benefit of any Lender or the Agent shall in Section 3.03(b), all such payments will be made free and clear of of, and without deduction for or withholding for, any and all present or future taxes, levies, imposts, deductionsduties, fees, assessments or other charges of whatever nature now or withholdings and penalties, interests and all other liabilities hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect thereto to such payments ("TAXES"), including any Taxes imposed under Section 7701(l) of the Internal Revenue Code, but excluding, (i) except as provided in the case of each such Lender or the Agentsecond succeeding sentence, taxes any tax imposed on its or measured by the net income (including, without limitation, any taxes imposed on branch profits) or net profits of a Lender and franchise taxes imposed on it by pursuant to the laws of the jurisdiction under the laws of which such Lender, or the Agent (as the case may be) Lender is organized or any political subdivision thereof, (ii) in the case of each Lender, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction in which the principal office or the Domestic Lending Office or Foreign Lending Office of such Lender's applicable Lending Office or any political subdivision thereof, (iii) in the case of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender or the Agent, as applicable, as of the Closing Date is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit pursuant to the provisions hereof, or a Foreign Lender or the Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that event, charges being referred to collectively as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be (all such nonexcluded Taxes being hereinafter referred to as "COVERED TAXES"“Taxes”). If any Taxes are so levied or imposed, the Borrowers shall be required by law applicable Borrower agrees to deduct any Covered pay the full amount of such Taxes from or in respect of any sum payable hereunder, under any Revolving Loan or under any Letter of Credit to or for the benefit of any Lender or the Agent or any Tax Transferee, (A) the sum payable shall be increased and such additional amounts as may be necessary so that every payment by it of all amounts due hereunder, under any Note or under any other Loan Document, after making all required deductions withholding or deduction for or on account of Covered any Taxes (including deductions will not be less than the amount provided for herein or in such Note or in such other Loan Document. If any amounts are payable in respect of Covered Taxes applicable pursuant to additional sums payable under this Section 4.10) the preceding sentence, such Borrower agrees to reimburse each Lender, upon the Agent written request of such Lender for taxes imposed on or measured by the net income or profits of such Tax TransfereeLender by reason of the payment of such Taxes and net of any tax benefits received by such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or Domestic Lending Office or Foreign Lending Office of such Lender is located, as the case may be, receives an amount equal or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office or the Domestic Lending Office or Foreign Lending Office of such Lender is located, as the case may be, and for any withholding of income or similar taxes imposed by the United States of America or, in the case of any Canadian Lender, Canada 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 sum it would have received had no preceding sentence and in respect of any amounts paid to or on behalf of such deductions been madeLender pursuant to this sentence, (B) which request shall be accompanied by a statement from such Lender setting forth, in reasonable detail, the Borrowers shall make computations used in determining such deductions and (C) the Borrowers shall, jointly and severally, pay the full amount so deducted amounts. Each Borrower will furnish to the relevant taxation authority Global 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 authority in accordance with applicable lawevidence satisfactory to the respective Lender, evidencing such payment by such Borrower. Each Borrower will indemnify and hold harmless the Global Agent and each Lender, and reimburse the Global Agent or such Lender upon its written request, for the amount of any Taxes attributable to such Borrower so levied or imposed and paid or withheld by such Lender.

Net Payments. (a) Any and Except as provided in this Section 5.06(a), all payments made by the Borrowers hereunder, under the Revolving Loans or on account of any obligation of any Credit Party hereunder or under the Letters of any Note, Guarantee or other Credit to Document will be made without setoff, counterclaim or for the benefit of any Lender or the Agent shall other defense. Except as required by Law, all such payments will be made free and clear of of, and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings and penalties, interests and all other liabilities with respect thereto ("TAXES"), including any Taxes imposed under Section 7701(l) of the Internal Revenue Code, excluding, (i) in the case of each such Lender or the Agent, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits) and franchise taxes imposed on it by the jurisdiction under the laws of which such Lender, or the Agent (as the case may be) is organized or any political subdivision thereof, (ii) in the case of each Lender, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable Lending Office or any political subdivision thereof, (iii) in the case of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender or the Agent, as applicable, as of the Closing Date (other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan or Letter of Credit pursuant to the provisions hereof, or a Foreign Lender or the Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that event, being referred to as a "TAX TRANSFEREE")withholding for, any Taxes (other than including Taxes imposed or asserted on amounts payable under this Section 7701(l) 5.06). If, however, applicable Laws require any withholding agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as reasonably determined by such withholding agent. The applicable withholding agent shall timely pay the amount of the Internal Revenue Code) any Taxes deducted or withheld in respect of a payment made by a Credit Party hereunder or under any note, Guarantee or other Credit Document to the extent that they are relevant Governmental Authority in effect and would apply accordance with applicable Law. If any Credit Party is the applicable withholding agent, Borrower shall furnish to a payment to such Tax Transferee as of Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable Law documentation reasonably satisfactory to the acquisition of Administrative Agent evidencing such interest or change in office, as payment by the case may be (all such nonexcluded Taxes being hereinafter referred to as "COVERED TAXES")applicable Credit Party. If the Borrowers shall be required by law to deduct any Covered Taxes from are so deducted or in respect of withheld by any sum payable hereunderapplicable withholding agent, under any Revolving Loan or under any Letter of then the applicable Credit Party agrees to or for the benefit of any Lender or the Agent or any Tax Transferee, (A) increase the sum payable shall be increased as may be necessary by such Credit Party so that that, after making all required deductions of Covered Taxes such deduction or withholding (including deductions such deduction or withholding on account of Covered Taxes applicable to additional sums payable under this Section 4.105.06) such Lenderthe amount received by each Lender or, in the case of payments made to the Administrative Agent for its own account, the Agent or Administrative Agent, will not be less than the amount such Tax Transferee, as the case may be, receives an amount equal to the sum it recipient would have received had no such deductions withholding or deduction been made, (B) the Borrowers shall make such deductions and (C) the Borrowers shall, . The Credit Parties agree to jointly and severallyseverally indemnify and hold harmless the Administrative Agent and each Lender, pay and reimburse any of them upon written request, for the full amount so deducted of any Covered Taxes that are levied or imposed and paid by such indemnitee (including Covered Taxes imposed or asserted on amounts payable under this Section 5.06) and for any reasonable expenses arising therefrom in each case, whether or not such Covered Taxes were correctly or legally imposed, other than any interest or penalties that are determined by a final and non-appealable judgment of a court of competent jurisdiction to have resulted from the relevant taxation authority indemnitee’s gross negligence or other authority willful misconduct. Such written request shall include a certificate setting forth in accordance with applicable lawreasonable detail the basis of such request and such certificate, absent manifest error, shall be conclusive.

Net Payments. (a) Any and All payments made by or on behalf of Borrower hereunder or under any Loan Document will be made without setoff, counterclaim or other defense. Except as provided in Section 4.7(d), all payments by hereunder and under any of the Borrowers hereunderLoan Documents (including, under the Revolving Loans or under the Letters without limitation, payments on account of Credit to or for the benefit of any Lender or the Agent principal and interest and fees) shall be made by or on behalf of Borrower free and clear of and without deduction withholding for or on account of any and all present or future taxestax, leviesduty, impostslevy, deductionsimpost, charges assessment or withholdings and penaltiesother charge of whatever nature now or hereafter imposed by any Governmental Authority, interests and all other liabilities with respect thereto but excluding therefrom ("TAXES"), i) a tax imposed on the overall net income (including any Taxes imposed under Section 7701(la franchise tax based on net income) of the Internal Revenue Code, excluding, (i) lending office of the Lender in respect of which the case of each such Lender or the Agent, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits) and franchise taxes imposed on it payment is made by the jurisdiction under in which the laws of which such Lender, Lender is 77 84 incorporated or organized or the Agent jurisdiction (as the case may be) is organized or any political subdivision or taxing authority thereof) in which its lending office is located, (ii) in the case of each Lenderany Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) and that does not comply with Section 4.7(d), any taxes imposed on its net income 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 with respect to the Loan or portion thereof affected by such change and (iii) any tax imposed on or measured by the overall net income (including a franchise tax based on net income, but excluding any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction United States by means of such Lender's applicable Lending Office withholding at the source) of a Lender or an office or branch thereof by the United States of America or any political subdivision thereofor taxing authority thereof or therein (such tax or taxes, (iii) in the case of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender or the Agent, as applicable, as of the Closing Date (other than any Taxes imposed under Section 7701(l) of the Internal Revenue Code), and (iv) if any Person acquires any interest in this Credit Agreement, any Revolving Loan excluded tax or Letter of Credit pursuant to the provisions hereof, or a Foreign Lender or the Agent changes the office in which the Borrowing is made, accounted for or booked (any such person, or such Foreign Lender or the Agent in that eventtaxes, being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and would apply to a payment to such Tax Transferee as of the date of the acquisition of such interest or change in office, as the case may be (all such nonexcluded Taxes being hereinafter herein referred to as "COVERED TAXESTax" or "Taxes"). If the Borrowers shall be Borrower is required by law to deduct make any Covered deduction or withholding of any Taxes from or in respect of any sum payable hereunder, under any Revolving Loan payment due hereunder or under any Letter of Credit to or for the benefit of any Lender or Loan Documents, then the Agent or any Tax Transferee, (A) the sum amount payable shall will be increased as may to such amount which, after deduction from such increased amount of all such Taxes required to be necessary so that after making all required deductions of Covered Taxes (including deductions of Covered Taxes applicable to additional sums withheld or deducted therefrom, will not be less than the amount due and payable under this Section 4.10) such Lender, the Agent or such Tax Transferee, as the case may be, receives an amount equal to the sum it would have received hereunder had no such deductions deduction or withholding been made, (B) the Borrowers shall make such deductions and (C) the Borrowers shall, jointly and severally, pay the full amount so deducted to the relevant taxation authority or other authority in accordance with applicable lawrequired.