Common use of Net Payments Clause in Contracts

Net Payments. (a) Except as provided for in Section 3.03(b), all payments made by the Borrower hereunder, under any Note or any other Loan Document, including all payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, with respect to the Administrative Agent, any Lender, or any other recipient of any payment made by the Borrower hereunder, (i) any tax imposed on or measured by the net income or net profits of such Person 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 in which it is otherwise doing business or any subdivision thereof or therein, and (ii) any branch profits or similar taxes imposed by any jurisdiction in which such Person is 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 Lender, or any other recipient of any payment made by the Borrower hereunder (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under any Note or under any other Loan Document, after withholding or deduction of any Taxes 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 any Taxes imposed on and paid by such Lender. 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 reasonably satisfactory to the respective Lender, evidencing such payment by the Borrower. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide to the Borrower and the Administrative Agent on or prior to the Closing Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Section), on or prior to the date of such assignment or transfer to such Lender, and from time to time thereafter if required by the Borrower or the Administrative Agent two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP or W-8IMY (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the payment) certifying to such Lender’s entitlement to exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this Agreement, any Note or any other Loan Document, along with any other appropriate documentation establishing such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest). In addition, each Lender agrees that from time to time after the Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service form establishing such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest) and any related documentation as may be required to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax if the Lender continues to be so entitled. No Lender shall be required by this Section 3.03(b) to deliver a form or certificate that it is not legally entitled to deliver. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(b). The Borrower agrees to pay additional amounts and indemnify each Lender in the manner set forth in Section 3.03(a) in respect of any Taxes deducted or withheld by it as a result of any changes after the date such Lender becomes party to this Agreement in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender or Administrative Agent that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed by applicable law, to the Borrower and the Administrative Agent (as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 or any successor form, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c). (d) If any Lender, in its reasonable discretion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes as to which indemnification has been paid by the Borrower pursuant to this Section 3.03, it shall promptly remit such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses to the Borrower; provided, however, that the Borrower agrees to promptly return any such refund (plus interest) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refund.

Net Payments. (a) All payments made by any Credit Party under any Credit Document (including, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) or under any Note will be made without setoff, counterclaim or other defense. Except as provided for in Section 3.03(b4.04(b), all such payments made by the Borrower hereunder, under any Note or any other Loan Document, including all payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, with respect to except as provided in the Administrative Agentsecond succeeding sentence, any Lender, or any other recipient of any payment made by the Borrower hereunder, (i) any tax imposed on or measured by the net income or net profits of such Person and franchise taxes imposed on it a Lender pursuant to the laws of the jurisdiction under in which such Lender it is organized or the jurisdiction in which the principal office or Applicable Lending Office applicable lending office of such Lender, as applicable, Lender is located or in which it is otherwise doing business or any subdivision thereof or therein, and (ii) any branch profits or similar taxes imposed by any jurisdiction in which such Person is 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 Lender, or any other recipient of any payment made by the Borrower hereunder thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, the respective Borrower (and any other Credit Party making the payment) agrees to pay the full amount of such Taxes Taxes, and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under any Note this Agreement or under any other Loan DocumentNote, after withholding or deduction for or on account of any Taxes Taxes, will not be less than the amount provided for herein or in such Note Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the respective 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 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 Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender in respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence, the respective Borrower (or 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 Loan DocumentCredit Party). The Borrower will Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall agree) to indemnify and hold harmless any each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed on and paid by such Lender. 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 reasonably satisfactory to the respective Lender, evidencing such payment by the Borrower. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide deliver to the U.S. Borrower and the Administrative Agent on or prior to the Closing Restatement Effective Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 1.13 or 13.04 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Sectiontransfer), on or prior to the date of such assignment or transfer to such Lender, and from time to time thereafter if required by the Borrower or the Administrative Agent (i) two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP Form W-8ECI or W-8IMY Form W-8BEN (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the paymenta complete exemption under an income tax treaty) (or successor forms) certifying to such Lender’s entitlement as of such date to a complete exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this AgreementAgreement and under any Note, any Note or any other Loan Document, along with any other appropriate documentation establishing such exemption (ii) if the Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or reduction Form W-8BEN (such as statements certifying qualification for exemption with respect to a complete exemption under an income tax treaty) pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a “Section 4.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest)interest exemption) (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note. In addition, each Lender agrees that from time to time after the Closing Restatement Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the U.S. Borrower and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service form establishing such exemption or reduction Form W-8ECI, Form W-8BEN (such as statements certifying qualification for exemption with respect to the benefits of any income tax treaty), or Form W-8BEN (with respect to the portfolio interestinterest exemption) and any related documentation a Section 4.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax if with respect to payments under this Agreement and any Note, or it shall immediately notify the Lender continues U.S. Borrower and the Administrative Agent of its inability to be so entitled. No deliver any such Form or Certificate, in which case such Lender shall not be required by to deliver any such Form or Certificate pursuant to this Section 3.03(b4.04(b). Notwithstanding anything to the contrary contained in Section 4.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the U.S. Borrower shall be entitled, to deliver a form or certificate that the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable by the U.S. Borrower hereunder for the account of any Lender which is not legally entitled a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to deliver. The the extent that such Lender has not provided to the U.S. Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the U.S. Borrower shall not be obligated pursuant to Section 3.03(a4.04(a) hereof to pay additional amounts on account gross-up payments to be made to a Lender in respect of income or indemnify with respect similar taxes imposed by the United States if (I) such Lender has not provided to Taxes the U.S. Borrower the Internal Revenue Service Forms required to be provided to the U.S. Borrower pursuant to this Section 4.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such Taxes arise solely due forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under the contrary contained in the preceding sentence or elsewhere in this Section 3.03(b4.04 and except as set forth in Section 13.04(b). The , the U.S. Borrower agrees to pay additional amounts and to indemnify each Lender in the manner set forth in Section 3.03(a4.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any Taxes amounts deducted or withheld by it as described in the immediately preceding sentence (x) as a result of any changes after the Restatement Effective Date (or, if later, the date such Lender becomes became party to this Agreement Agreement) in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. taxes or (cy) Each Lender or Administrative Agent that is as a United States person (as such term is defined in Section 7701(a)(30) result of the Code) for federal income tax purposes shall deliver at purchase of a participation as required by Section 1.14 following the time(s) and in the manner(s) prescribed by applicable law, to the Borrower and the Administrative Agent (as applicable), occurrence of a properly completed and duly executed Internal Revenue Service Form W-9 or any successor form, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c)Sharing Event. (d) If any Lender, in its reasonable discretion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes as to which indemnification has been paid by the Borrower pursuant to this Section 3.03, it shall promptly remit such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses to the Borrower; provided, however, that the Borrower agrees to promptly return any such refund (plus interest) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refund.

Net Payments. (a) All payments made by any Borrower hereunder or under any Revolving Note or other Credit Document will be made without setoff, counterclaim or other defense. Except as provided for in Section 3.03(bSections 5.04(b) and (c), all such payments made by the Borrower hereunder, under any Note or any other Loan Document, including all payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, with respect to except as provided in the Administrative Agentsecond succeeding sentence, any Lender, or any other recipient of any payment made by the Borrower hereunder, (i) any tax imposed on or measured by the net income or net profits of such Person and franchise taxes imposed on it a Lender pursuant to the laws of the jurisdiction under in which such Lender it is organized or the jurisdiction in which it is resident or the jurisdiction in which the principal office or Applicable Lending Office applicable lending office or other permanent establishment of such Lender, as applicable, Lender is located or in which it is otherwise doing business or any subdivision thereof or therein, and (ii) any branch profits or similar taxes imposed by any jurisdiction in which such Person is 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 Lender, or any other recipient of any payment made by the Borrower hereunder thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, subject to Section 5.04(b), the respective Borrower agrees to pay the full amount of such Taxes Taxes, and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under any Note this Agreement or under any Revolving Note or other Loan Credit Document, after withholding or deduction for or on account of any Taxes Taxes, will not be less than the amount provided for herein or in such Revolving Note or in such other Loan Credit Document. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, subject to Section 5.04(b), the respective Borrower agrees to reimburse each Lender, upon the written request of such Lender, for the net additional amount of taxes imposed on or measured by the net income or profits of such Lender pursuant to the laws of the jurisdiction in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender in respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. The respective Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the respective Borrower. Each Borrower agrees to indemnify and hold harmless any each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed on and paid by such Lender. The Borrower will furnish Lender and any liability (including penalties, interest and expenses) arising from or with respect to the Administrative Agent within 45 days after the date the payment of any Taxes, such Taxes whether or any withholding not they were correctly or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts, or other evidence reasonably satisfactory to the respective Lender, evidencing such payment by the Borrowerlegally asserted. (b) Each Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide deliver to the U.S. Borrower and the Administrative Agent on or prior to the Closing Effective Date, or in the case of a any such Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Sub-Commitments only) that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 2.14 or 14.03 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Sectiontransfer), on or prior to the date of such assignment or transfer to such Lender, and from time to time thereafter if required by the Borrower or the Administrative Agent (i) two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP Form W-8ECI or W-8IMY Form W-8BEN (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the paymentsuccessor forms) certifying to such Lender’s entitlement as of such date to a complete exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this AgreementAgreement and under any Revolving Note, or (ii) if such Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any Note such certificate, a “Section 5.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (or any other Loan Document, along with any other appropriate documentation establishing successor form) certifying to such Lender’s entitlement as of such date to a complete exemption or reduction (such as statements certifying qualification for exemption from United States withholding tax with respect to portfolio interest)payments of interest to be made under this Agreement and under any Revolving Note. In addition, each such Lender agrees that from time to time after the Closing Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the U.S. Borrower and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service form establishing Form W-8ECI or Form W-8BEN, or Form W-8 and a Section 5.04(b)(ii) Certificate, as the case may be, and such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest) and any related documentation other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax if with respect to payments under this Agreement and any Revolving Note, or it shall immediately notify the Lender continues to be so entitled. No Lender shall be required by this Section 3.03(b) U.S. Borrower and the Administrative Agent of its inability to deliver a any such form or certificate that in which case such Lender shall not be required to deliver any such form or certificate pursuant to this Section 5.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a), but subject to Section 14.03 and the immediately succeeding sentence, (x) each Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) which is not legally entitled a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to deliver. The the extent that such Lender has not provided to the U.S. Borrower U.S. Internal Revenue Service forms that establish a complete exemption from such deduction or withholding and (y) the Borrowers shall not be obligated pursuant to Section 3.03(a5.04(a) hereof to pay additional amounts on account gross-up payments to be made to a Lender (other than any Canadian Lender with Maximum Canadian Dollar Revolving Loan Sub-Commitments only) in respect of income or indemnify with respect similar taxes imposed by the United States if (I) such Lender has not provided to Taxes the U.S. Borrower the Internal Revenue Service Forms required to be provided by it to the U.S. Borrower pursuant to this Section 5.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such Taxes arise solely due forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under the contrary contained in the immediately preceding sentence or elsewhere in this Section 3.03(b). The 5.04 (other than clause (e) below) and except as set forth in Section 14.03, each Borrower agrees to pay additional amounts and to indemnify each Lender in the manner set forth in Section 3.03(a5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any Taxes amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the date such Lender becomes party to this Agreement Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender shall use reasonable efforts (consistent with legal and regulatory restrictions and subject to overall policy considerations of such Lender) to file any certificate or document or to furnish any information as reasonably requested by the U.S. Borrower pursuant to any applicable treaty, law or regulation if the making of such filing or the furnishing of such information would avoid the need for or reduce the amount of any additional amounts payable by the respective Borrower and would not, in the sole discretion of such Lender, be disadvantageous to such Lender. (d) Nothing in this Section 5.04 shall require any Lender (or any Eligible Transferee) or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary, in its sole discretion). (e) Subject to the last sentence of this Section 5.04, if any Canadian Lender (a) is a United States person not resident in Canada for the purpose of Income Tax Act (as such term Canada), or (b) is defined not an authorized foreign bank which at all times holds all of its interest in Section 7701(a)(30any Canadian Obligations in the course of its Canadian banking business for purposes of subsection 212(13.3) of the CodeIncome Tax Act (Canada), or (c) for federal is not otherwise exempt from being subject to deduction or withholding of income tax purposes shall deliver at or similar Taxes imposed by Canada (or any political subdivision or taxing authority thereof or therein) (“Canadian Taxes”) on the time(s) and in the manner(s) prescribed by applicable law, basis established to the Borrower satisfaction of the Canadian Revolving Loan Borrowers and the Administrative Agent based on Applicable Law in effect on the Effective Date (as applicable)or such later date on which it becomes a Canadian Lender) with respect to any payments to such Lender of interest, a properly completed and duly executed Internal Revenue Service Form W-9 fees, commissions, or any successor formother amount payable by any Canadian Revolving Loan Borrower under the Credit Documents: (i) the Canadian Revolving Loan Borrowers shall be entitled, certifying to the extent that they are required to do so by Applicable Law, to deduct or withhold Canadian Taxes from interest, fees, commissions or other amounts payable under this Agreement for the account of such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower Canadian Lender; and (ii) the Canadian Revolving Loan Borrowers shall not be obligated pursuant to Section 3.03(a5.04(a) to gross-up payments to be made to such Canadian Lender in respect of Canadian Taxes. Notwithstanding anything to the contrary contained in this Section 5.04, the Canadian Revolving Loan Borrowers agree to pay any additional amounts on account of or and to indemnify with respect to Taxes the applicable Canadian Lender in the manner set forth in Section 5.04(a) (without regard to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c). (didentity of the jurisdiction requiring the deduction or withholding) If any Lender, in its reasonable discretion, determines that it has finally and irrevocably received or been granted a refund in respect of any incremental Canadian Taxes deducted or withheld by it as to which indemnification has been paid by described in the Borrower pursuant to this Section 3.03immediately preceding sentence following (I) any changes after the Effective Date (or after the date such Lender became a Canadian Lender, it shall promptly remit such refund (including as applicable) in any interest received applicable law, or in respect the interpretation thereof), net of all out-of-pocket costs and expenses relating to the Borrower; provideddeducting or withholding of such Canadian Taxes to the extent, howeverand only to the extent, that the Borrower agrees obligation to promptly return any pay such refund (plus interest) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with incremental Canadian Taxes arises as a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment consequence of such refund. Nothing contained herein shall impose an obligation on change in applicable law or (II) any Lender to apply for any such refundSharing Event.

Net Payments. (a) All payments made by any Credit Party under any Credit Document (including, in the case of a Borrower, in its capacity as a guarantor pursuant to Section 14) or under any Note will be made without setoff, counterclaim or other defense. Except as provided for in Section 3.03(b4.04(b), all such payments made by the Borrower hereunder, under any Note or any other Loan Document, including all payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, with respect to except as provided in the Administrative Agentsecond succeeding sentence, any Lender, or any other recipient of any payment made by the Borrower hereunder, (i) any tax imposed on or measured by the net income or net profits of such Person and franchise taxes imposed on it a Lender pursuant to the laws of the jurisdiction under in which such Lender it is organized or the jurisdiction in which the principal office or Applicable Lending Office applicable lending office of such Lender, as applicable, Lender is located or in which it is otherwise doing business or any subdivision thereof or therein, and (ii) any branch profits or similar taxes imposed by any jurisdiction in which such Person is 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 Lender, or any other recipient of any payment made by the Borrower hereunder thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, the respective Borrower (and any other Credit Party making the payment) agrees to pay the full amount of such Taxes Taxes, and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under any Note this Agreement or under any other Loan DocumentNote, after withholding or deduction for or on account of any Taxes Taxes, will not be less than the amount provided for herein or in such Note 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 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 Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender in respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence, the applicable Borrower (or 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 Loan DocumentCredit Party). The Borrower will Borrowers jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall agree) to indemnify and hold harmless any each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed on and paid by such Lender. 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 reasonably satisfactory to the respective Lender, evidencing such payment by the Borrower. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide deliver to the U.S. Borrower and the Administrative Agent on or prior to the Closing Amendment No. 4 Effective Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 1.12 or 13.04 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Sectiontransfer), on or prior to the date of such assignment or transfer to such Lender, and from time to time thereafter if required by the Borrower or the Administrative Agent (i) two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP Form W-8ECI or W-8IMY Form W-8BEN (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the paymenta complete exemption under an income tax treaty) (or successor forms) certifying to such Lender’s entitlement as of such date to a complete exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this AgreementAgreement and under any Note, any Note or any other Loan Document, along with any other appropriate documentation establishing such exemption (ii) if the Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or reduction Form W-8BEN (such as statements certifying qualification for exemption with respect to a complete exemption under an income tax treaty) pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a “Section 4.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest)interest exemption) (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note. In addition, each Lender agrees that from time to time after the Closing Amendment No. 4 Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the U.S. Borrower and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service form establishing such exemption or reduction Form W-8ECI, Form W-8BEN (such as statements certifying qualification for exemption with respect to the benefits of any income tax treaty), or Form W-8BEN (with respect to the portfolio interestinterest exemption) and any related documentation a Section 4.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax if with respect to payments under this Agreement and any Note, or it shall immediately notify the Lender continues U.S. Borrower and the Administrative Agent of its inability to be so entitled. No deliver any such Form or Certificate, in which case such Lender shall not be required by to deliver any such Form or Certificate pursuant to this Section 3.03(b4.04(b). Notwithstanding anything to the contrary contained in Section 4.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the U.S. Borrower shall be entitled, to deliver a form or certificate that the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable by the U.S. Borrower hereunder for the account of any Lender which is not legally entitled a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to deliver. The the extent that such Lender has not provided to the U.S. Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the U.S. Borrower shall not be obligated pursuant to Section 3.03(a4.04(a) hereof to pay additional amounts on account gross-up payments to be made to a Lender in respect of income or indemnify with respect similar taxes imposed by the United States if (I) such Lender has not provided to Taxes the U.S. Borrower the Internal Revenue Service Forms required to be provided to the U.S. Borrower pursuant to this Section 4.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such Taxes arise solely due forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under the contrary contained in the preceding sentence or elsewhere in this Section 3.03(b4.04 and except as set forth in Section 13.04(b). The , the U.S. Borrower agrees to pay additional amounts and to indemnify each Lender in the manner set forth in Section 3.03(a4.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any Taxes amounts deducted or withheld by it as described in the immediately preceding sentence (x) as a result of any changes after the Amendment No. 4 Effective Date (or, if later, the date such Lender becomes became party to this Agreement Agreement) in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. taxes or (cy) Each Lender or Administrative Agent that is as a United States person (as such term is defined in Section 7701(a)(30) result of the Code) for federal income tax purposes shall deliver at purchase of a participation as required by Section 1.13 following the time(s) and in the manner(s) prescribed by applicable law, to the Borrower and the Administrative Agent (as applicable), occurrence of a properly completed and duly executed Internal Revenue Service Form W-9 or any successor form, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c)Sharing Event. (d) If any Lender, in its reasonable discretion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes as to which indemnification has been paid by the Borrower pursuant to this Section 3.03, it shall promptly remit such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses to the Borrower; provided, however, that the Borrower agrees to promptly return any such refund (plus interest) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refund.

Net Payments. (a) Except as provided for in Section 3.03(b), all All payments made by the Borrower hereunder, hereunder or under any Note will be made without setoff, counterclaim or any other Loan Documentdefense. Except as provided in Section 4.04(b), including all such payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, with respect to except as provided in the Administrative Agentsecond succeeding sentence, any Lender, or any other recipient of any payment made by the Borrower hereunder, (i) any tax imposed on or measured by the net income or net profits of such Person and franchise taxes imposed on it a Bank pursuant to the laws of the jurisdiction under in which such Lender it is organized or the jurisdiction in which the principal office or Applicable Lending Office applicable lending office of such Lender, as applicable, Bank is located or in which it is otherwise doing business or any subdivision thereof or therein, and (ii) any branch profits or similar taxes imposed by any jurisdiction in which such Person is 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 Lender, or any other recipient of any payment made by the Borrower hereunder thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “"Taxes”"). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes Taxes, and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under any Note this Agreement or under any other Loan DocumentNote, after withholding or deduction for or on account of any Taxes Taxes, will not be less than the amount provided for herein or in such Note or Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Bank, upon the written request of such other Loan Document. The Borrower will indemnify and hold harmless any Lender, and reimburse such Lender upon its written requestBank, for taxes imposed on or measured by the amount net income or net profits of such Bank pursuant to the laws of the jurisdiction in which the principal office or applicable lending office of such Bank is located or under the laws of any Taxes imposed political subdivision or taxing authority of any such jurisdiction in which the principal office or applicable lending office of such Bank is located and for any withholding of taxes as such Bank shall determine are payable by, or withheld from, such Bank in respect of such amounts so paid to or on behalf of such Bank pursuant to the preceding sentence and in respect of any amounts paid by to or on behalf of such LenderBank pursuant to this sentence. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes, or any withholding or deduction on account thereof, Taxes is due pursuant to applicable law certified copies of tax receipts, or other evidence reasonably satisfactory to the respective Lender, 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. (b) Each Lender Bank that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide deliver to the Borrower and the Administrative Agent on or prior to the Closing Effective Date, or in the case of a Lender Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 1.13 or 12.04 (unless the respective Lender Bank was already a Lender Bank hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Sectiontransfer), on or prior to the date of such assignment or transfer to such LenderBank, and from time to time thereafter if required by the Borrower or the Administrative Agent (i) two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP Form 4224 or W-8IMY 1001 (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the paymentsuccessor forms) certifying to such Lender’s Bank's entitlement as of such date to a complete exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this AgreementAgreement and under any Note, or (ii) if the Bank is not a "Bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit C (any Note such certificate, a "Section 4.04(b)(ii) Certificate") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8 (or any other Loan Document, along with any other appropriate documentation establishing successor form) certifying to such Bank's entitlement as of such date to a complete exemption or reduction (such as statements certifying qualification for exemption from United States withholding tax with respect to portfolio interest)payments of interest to be made under this Agreement and under any Note. In addition, each Lender Bank agrees that from time to time after the Closing Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service form establishing Form 4224 or 1001, or Form W-8 and a Section 4.04(b)(ii) Certificate, as the case may be, and such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest) and any related documentation other forms as may be required in order to confirm or establish the entitlement of such Lender Bank to a continued exemption from or reduction in United States withholding tax if with respect to payments under this Agreement and any Note, or it shall immediately notify the Lender continues Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate, in which case such form or Certificate shall not be required to be so entitleddelivered by such Bank. No Lender Notwithstanding anything to the contrary contained in Section 4.04(a), but subject to Section 12.04(b) and the immediately succeeding sentence, (x) the Borrower shall be required by this Section 3.03(b) entitled, to deliver a form or certificate that the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Bank which is not legally entitled a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to deliver. The the extent that such Bank has not provided to the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 3.03(a4.04(a) hereof to pay additional amounts on account gross-up payments to be made to a Bank in respect of income or indemnify with respect similar taxes imposed by the United States if (I) such Bank has not provided to Taxes the Borrower the Internal Revenue Service Forms required to be provided to the Borrower pursuant to this Section 4.04(b) or (II) in the case of a payment, other than interest, to a Bank described in clause (ii) above, to the extent that such Taxes arise solely due Forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under the contrary contained in the preceding sentence or elsewhere in this Section 3.03(b4.04 and except as set forth in Section 12.04(b). The , the Borrower agrees to pay additional amounts and to indemnify each Lender Bank in the manner set forth in Section 3.03(a4.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any Taxes amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the date such Lender becomes party to this Agreement Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender or Administrative Agent that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed by applicable law, to the Borrower and the Administrative Agent (as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 or any successor form, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c). (d) If any Lender, in its reasonable discretion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes as to which indemnification has been paid by the Borrower pursuant to this Section 3.03, it shall promptly remit such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses to the Borrower; provided, however, that the Borrower agrees to promptly return any such refund (plus interest) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refund.

Net Payments. (a) Except as provided for in Section 3.03(b), all (i) All payments made by the Borrower Borrowers hereunder, under any Note or any other Loan DocumentCredit Document (including, including all without limitation, the Guaranties and the guaranty to be provided by Genlyte Group as contemplated by Article 14), will be made without setoff, counterclaim or other defense. All such payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature nature, other that Excluded Taxes, now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, with respect to the Administrative Agent, any Lender, or any other recipient of any payment made by the Borrower hereunder, (i) any tax imposed on or measured by the net income or net profits of such Person 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 in which it is otherwise doing business or any subdivision thereof or therein, and (ii) any branch profits or similar taxes imposed by any jurisdiction in which such Person is located) and all interest, penalties or similar liabilities with respect to such non-excluded the 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 Lender, or any other recipient of any payment made by the Borrower hereunder described in this section 7.4(a)(i) that are not Excluded Taxes (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges that are not Excluded Taxes, and all such interest, penalties or similar liabilities with respect thereto being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, the Borrower agrees Borrowers agree to pay pay, and indemnify each Lender in respect of, the full amount of such Taxes and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03other than in respect of Excluded Taxes) as may be necessary so that every payment by it of all amounts due hereunder, under any Note or under any other Loan Credit Document, after withholding or deduction for or on account of any Taxes Taxes, will not be less than the amount provided for herein or in such Note or in such other Loan Credit Document. The Borrower will indemnify and hold harmless any Lender, and reimburse such Lender upon its written request, for the amount of any Taxes imposed on and paid by such Lender. 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 reasonably satisfactory to the respective Lender, evidencing such payment by the Borrower. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide to the Borrower and the Administrative Agent on or prior to the Closing Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Section), on or prior to the date of such assignment or transfer to such Lender, and from time to time thereafter if required by the Borrower or the Administrative Agent two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP or W-8IMY (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the payment) certifying to such Lender’s entitlement to exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this Agreement, any Note or any other Loan Document, along with any other appropriate documentation establishing such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest). In addition, each Lender agrees that from time to time after the Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service form establishing such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest) and any related documentation as may be required to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax if the Lender continues to be so entitled. No Lender shall be required by this Section 3.03(b) to deliver a form or certificate that it is not legally entitled to deliver. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(b). The Borrower agrees to pay additional amounts and indemnify each Lender in the manner set forth in Section 3.03(a) in respect of any Taxes deducted or withheld by it as a result of any changes after the date such Lender becomes party to this Agreement in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender or Administrative Agent that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed by applicable law, to the Borrower and the Administrative Agent (as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 or any successor form, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c). (d) If any Lender, in its reasonable discretion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes as to which indemnification has been paid by the Borrower pursuant to this Section 3.03, it shall promptly remit such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses to the Borrower; provided, however, that the Borrower agrees to promptly return any such refund (plus interest) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refund.

Net Payments. (a) Except as provided for in Section 3.03(b), all payments made by the Borrower Borrowers hereunder, under any Note or any other Loan Document, including all payments made by the Borrower Borrowers pursuant to its guaranty obligations under Section 2.15Article X, will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, with respect to the Administrative Agentexcept as provided in this Section 3.03(a), any Lender, or any other recipient of any payment made by the Borrower hereunder, (i) any tax imposed on or measured by the net income or net profits of such Person 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 in which it is otherwise doing business or any subdivision thereof or therein, and (ii) any branch profits or similar taxes imposed by any jurisdiction in which such Person is 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 Lender, or any other recipient of any payment made by the Borrower hereunder (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, the Borrower agrees Borrowers agree to pay the full amount of such Taxes and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under any Note or under any other Loan Document, after withholding or deduction for or on account of any Taxes will not be less than the amount provided for herein or in such Note or in such other Loan Document. The Borrower Borrowers will indemnify and hold harmless any the Administrative Agent and each Lender, and reimburse the Administrative Agent or such Lender upon its written request, for the amount of any Taxes imposed on and paid by such Lender. If any amounts are payable in respect of Taxes pursuant to this Section 3.03(a), the Borrowers agree to reimburse each Lender, upon the written request of such Lender, for taxes imposed on or measured by the net income, profits or franchise of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or Applicable Lending Office of such Lender is located, as the case may be, or under the laws of any political subdivision or taxing authority therein, and for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender in respect of such reimbursement of taxes, 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 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, or other evidence reasonably satisfactory to the respective Lender, evidencing such payment by the Borrower. (b) Each Lender that is not a United States person Person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees Borrowers agree to provide to the Borrower Representative and the Administrative Agent on or prior to the Closing Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Section), on or prior to the date of such assignment or transfer to such Lender, and from time to time thereafter if required by the Borrower Representative or the Administrative Agent two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP or W-8IMY (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the payment) certifying to such Lender’s entitlement to exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this Agreement, any Note or any other Loan Document, along with any other appropriate documentation establishing such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest). In addition, each Lender agrees that from time to time after the Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrower Representative and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service form establishing such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest) and any related documentation as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax if the Lender continues to be so entitled. No Lender shall be required by this Section 3.03(b) to deliver a form or certificate that it is not legally entitled to deliver. The Borrower Borrowers shall not be obligated pursuant to Section 3.03(a) hereof to pay additional amounts on account of or indemnify with respect to Taxes United States withholding taxes to the extent that such Taxes taxes arise solely due to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(b). The Borrower agrees Borrowers agree to pay additional amounts and indemnify each Lender in the manner set forth in Section 3.03(a) in respect of any Taxes deducted or withheld by it as a result of any changes after the date such Lender becomes party to this Agreement Closing Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender or Administrative Agent that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed by applicable law, to the Borrower and the Administrative Agent (as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 or any successor form, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c). (d) If any Lender, in its reasonable discretionsole opinion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes as to which indemnification has been paid by the Borrower Borrowers pursuant to this Section 3.03, it shall promptly remit such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses to the Borrower; provided, however, that the Borrower agrees Borrowers agree to promptly return any such refund (plus interest) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower Representative with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refund.

Net Payments. (a) Except as provided for in Section 3.03(b), all All payments made by the Borrower hereunder, hereunder or under any Note will be made without setoff, counterclaim or any other Loan Documentdefense. Except as provided in Section 4.04(b), including all such payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, with respect to except as provided in the Administrative Agentsecond succeeding sentence, any Lender, or any other recipient of any payment made by the Borrower hereunder, (i) any tax imposed on or measured by the net income or net profits of such Person and franchise taxes imposed on it a Bank pursuant to the laws of the jurisdiction under in which such Lender it is organized or the jurisdiction in which the principal office or Applicable Lending Office applicable lending office of such Lender, as applicable, Bank is located or in which it is otherwise doing business or any subdivision thereof or therein, and (ii) any branch profits or similar taxes imposed by any jurisdiction in which such Person is 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 Lender, or any other recipient of any payment made by the Borrower hereunder thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “"Taxes”"). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes Taxes, and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under any Note this Agreement or under any other Loan DocumentNote, after withholding or deduction for or on account of any Taxes Taxes, will not be less than the amount provided for herein or in such Note Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income or net profits of such Bank pursuant to the laws of the jurisdiction in which the principal office or applicable lending office of such other Loan DocumentBank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office or applicable lending office of such Bank is located and for any withholding of taxes as such Bank shall determine are payable by, or withheld from, such Bank in respect of such amounts so paid to or on behalf of such Bank pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Bank pursuant to this sentence. The Borrower will furnish to the Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless any Lendereach Bank, and reimburse such Lender Bank upon its written request, for the amount of any Taxes so levied or imposed on and paid by such Lender. 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 reasonably satisfactory to the respective Lender, evidencing such payment by the BorrowerBank. (b) Each Lender Bank that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide deliver to the Borrower and the Administrative Agent on or prior to the Closing Effective Date, or in the case of a Lender Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 1.13 or 12.04 (unless the respective Lender Bank was already a Lender Bank hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Sectiontransfer), on or prior to the date of such assignment or transfer to such LenderBank, and from time to time thereafter if required by the Borrower or the Administrative Agent (i) two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP Form 4224 or W-8IMY 1001 (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the paymentsuccessor forms) certifying to such Lender’s Bank's entitlement to a complete exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this AgreementAgreement and under any Note, or (ii) if the Bank is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit C (any Note such certificate, a "Section 4.04(b)(ii) Certificate") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8 (or any other Loan Document, along with any other appropriate documentation establishing successor form) certifying to such Bank's entitlement to a complete exemption or reduction (such as statements certifying qualification for exemption from United States withholding tax with respect to portfolio interest)payments of interest to be made under this Agreement and under any Note. In addition, each Lender Bank agrees that from time to time after the Closing Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service form establishing such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest) and any related documentation as may be required to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax if the Lender continues to be so entitled. No Lender shall be required by this Section 3.03(b) to deliver a form or certificate that it is not legally entitled to deliver. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(b). The Borrower agrees to pay additional amounts and indemnify each Lender in the manner set forth in Section 3.03(a) in respect of any Taxes deducted or withheld by it as a result of any changes after the date such Lender becomes party to this Agreement in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender or Administrative Agent that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed by applicable law, to the Borrower and the Administrative Agent (as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 4224 or any successor form1001, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to Form W-8 and a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c). (d) If any Lender, in its reasonable discretion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes as to which indemnification has been paid by the Borrower pursuant to this Section 3.03, it shall promptly remit such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses to the Borrower; provided, however, that the Borrower agrees to promptly return any such refund (plus interest) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refund.Section

Net Payments. (a) Except as provided for in Section 3.03(b), all All payments made by the Borrower hereunder, under any Note or under any other Loan DocumentCredit Document will be made without setoff, including all counterclaim or other defense. All such payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, with respect to the Administrative Agentexcept as provided below, any Lender, or any other recipient of any payment made by the Borrower hereunder, (i) any tax imposed on or measured by the net income or net profits of such Person and franchise taxes imposed on it a Bank pursuant to the laws of the jurisdiction under which such Lender is organized (or the jurisdiction any political subdivision or taxing authority thereof) in which the principal office or Applicable Lending Office lending office of such Lender, as applicable, is located or in which it is otherwise doing business or any subdivision thereof or therein, and (ii) any branch profits or similar taxes imposed by any jurisdiction in which such Person Bank is located) and all interest, penalties or similar liabilities with respect thereto (collectively, together with any amounts payable pursuant to the next sentence, "Taxes"). The Borrower shall also reimburse each Bank, upon the written request of such non-excluded taxesBank, levies imposts, duties, fees, assessments for taxes imposed on or other charges other than those resulting from measured by the gross negligence or willful misconduct net income of such Bank pursuant to the laws of the Administrative Agent, any Lender, United States of America (or any other recipient State or political subdivision thereof) or the jurisdiction (or any political subdivision or taxing authority thereof) in which the principal office or lending office of any payment made such Bank is located as such Bank shall determine are payable by such Bank in respect of Taxes paid to or on behalf of such Bank pursuant to this or the Borrower hereunder (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”)preceding sentence. If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes Taxes, and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under any Note or under any other Loan Credit Document, after withholding or deduction for or on account of any Taxes Taxes, will not be less than the amount provided for herein or in such 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 any Taxes imposed on and paid by such LenderNote. 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 reasonably satisfactory to the respective Lender, receipts evidencing such payment by the Borrower. The Borrower will indemnify and hold harmless the Administrative Agent and each Bank, and reimburse the Administrative Agent or such Bank upon its written request, for the amount of any Taxes so levied or imposed and paid or withheld on behalf of such Bank. (b) Each Lender Bank that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide deliver to the Borrower and the Administrative Agent on or prior to the Closing DateAgent, or in the case of a Lender Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 12.04 (unless the respective Lender Bank was already a Lender Bank hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Sectiontransfer), on or prior to the date of such assignment or transfer to such LenderBank, and from time to time thereafter if required by the Borrower or the Administrative Agent (i) two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP Form 4224 or W-8IMY 1001 (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the paymentsuccessor forms) certifying to such Lender’s Bank's entitlement to a complete exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this AgreementAgreement and under any Note, or (ii) if the Bank is not a "bank" within the meaning of Section 881 (c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (i) above, (x) a certificate (any Note such certificate, a "Section 4.04(b)(ii) Certificate") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8 (or any other Loan Document, along with any other appropriate documentation establishing successor form) certifying to such Bank's entitlement to a complete exemption or reduction (such as statements certifying qualification for exemption from United States withholding tax with respect to portfolio interest)payments of interest to be made under this Agreement and under any Note; provided, however, that any Bank which has previously delivered such forms which would otherwise satisfy the requirements of this sentence shall hereafter be deemed to have complied with the requirements of this sentence. In addition, each Lender Bank agrees that from time to time after the Closing Datetime, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service form establishing 4224 or 1001, or Form W-8 and a Section 4.04(b)(ii) Certificate, as the case may be, and such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest) and any related documentation other forms as may be required in order to confirm or establish the entitlement of such Lender Bank to a continued exemption from form or reduction in United States withholding tax if the Lender continues to be so entitled. No Lender shall be required by this Section 3.03(b) to deliver a form or certificate that it is not legally entitled to deliver. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes payments under this Agreement and any Note, or it shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate. Notwithstanding anything to the contrary contained in Section 4.04(a), (x) the Borrower shall be entitled, to the extent that such Taxes arise solely due it is required to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(b). The Borrower agrees to pay additional amounts and indemnify each Lender in the manner set forth in Section 3.03(a) in respect of any Taxes deducted or withheld do so by it as a result of any changes after the date such Lender becomes party to this Agreement in any applicable law, treaty, governmental rule, regulation, guideline to deduct or order, or in the interpretation thereof, relating to the deducting or withholding of withhold income or similar Taxes. taxes imposed by the United States (cor any political subdivision or taxing authority thereof or therein) Each Lender from interest, fees or Administrative Agent that other amounts payable hereunder for the account of any Bank which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal U.S. Federal income tax purposes shall deliver at to the time(s) and in the manner(s) prescribed by applicable law, extent that such Bank has not provided to the Borrower and the Administrative Agent (as applicable), a properly completed and duly executed U.S. Internal Revenue Service Form W-9 Forms that establish a complete exemption from such deduction or any successor form, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The and (y) the Borrower shall not be obligated pursuant to Section 3.03(a4.04(a) hereof to pay additional amounts on account gross-up payments to be made to a Bank in respect of income or indemnify with respect similar taxes imposed by the United States if such Bank has not provided to Taxes the Borrower and the Administrative Agent the Internal Revenue Services Forms required to be provided to the Borrower and the Administrative Agent pursuant to this Section 4.04(b) or to the extent that such Taxes arise solely due to Forms do not establish a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c). (d) If any Lender, in its reasonable discretion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes as to which indemnification has been paid by the Borrower pursuant to this Section 3.03, it shall promptly remit such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses to the Borrower; provided, however, that the Borrower agrees to promptly return any such refund (plus interest) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with a copy of any notice of assessment complete exemption from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment withholding of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refundtaxes.

Net Payments. (a) Except as provided for in Section 3.03(b), all All payments made by the Borrower hereunder, any Credit Party hereunder and under any Note Credit Document will be made without setoff, counterclaim or any other Loan Document, including all defense. All such payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments Taxes (but excluding, with respect to the Administrative Agent, any Lender, or any other recipient of any payment made by the Borrower hereunder, excluding (i) any tax Tax imposed on or measured by the net income (however denominated) or net profits, franchise Taxes or branch profits of such Person and franchise taxes Taxes imposed on it a Recipient pursuant to the laws of the jurisdiction under in which such Lender it is organized or the jurisdiction in which the principal office or Applicable Lending Office applicable lending office of such Lender, as applicable, Recipient is located or in which it is otherwise doing business or any subdivision thereof or therein, or as a result of a present or former connection between any Agent or such Recipient and the jurisdiction imposing such Tax (other than any such connection arising from the Recipient’s having executed, enforced, delivered, performed its obligations, become a party to or received any payment under this Agreement or any other Credit Document), (ii) any branch profits U.S. federal withholding Tax that is imposed on amounts payable to or similar taxes imposed for the account of a Recipient pursuant to a law in effect at the time such Recipient (A) becomes a party to this Agreement (other than pursuant to an assignment requested by any jurisdiction a Borrower under Section 2.13) or (B) changes its applicable lending office, except in which such Person is located) and all interesteach case to the extent that, penalties or similar liabilities pursuant to Section 6.04, amounts with respect such Taxes were payable either to such non-excluded taxesRecipient’s assignor immediately before such Recipient became a party to this Agreement or to such Recipient immediately before it changed its lending office, levies imposts(iii) any Tax imposed pursuant to FATCA, duties, fees, assessments or other charges other than those resulting from the gross negligence or willful misconduct (iv) any U.S. federal backup withholding imposed pursuant to Section 3406 of the Administrative Agent, any LenderCode, or any other recipient of any payment made by the Borrower hereunder (v) Taxes attributable to such Recipient’s failure to comply with Section 6.04(b) or (f) (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges Taxes under clauses (i) through (v) are being referred to collectively as “Excluded Taxes”)) (all such non-Excluded Taxes imposed on or in respect of any payment made by or on account of any Credit Party under any Credit Document, together with Other Taxes, being referred to collectively as “Indemnified Taxes”). If any Indemnified Taxes are so levied or imposed, the Borrower agrees to relevant Credit Party shall pay the full amount of such Taxes Indemnified Taxes, and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it to a Recipient of all amounts due hereunder, under any Note this Agreement or under any other Loan Credit Document, after withholding or deduction for or on account of any Taxes Indemnified Taxes, will not be less than the amount provided for herein or in such Note or in such other Loan Credit Document. The Borrower will indemnify and hold harmless any Lender, and reimburse such Lender upon its written request, for the amount of any Taxes imposed on and paid by such Lender. The Borrower relevant Credit Party will furnish to the Administrative Agent within 45 days Agents as soon as practicable after the date the payment of any Taxes, or any withholding or deduction on account thereof, Indemnified Taxes is due pursuant to applicable law certified copies of available tax receipts, or other evidence reasonably satisfactory to the respective Lender, receipts evidencing such payment by such Credit Party. The Borrower agrees to indemnify and hold harmless each Recipient, and reimburse such Recipient upon its written request (which request will set forth in reasonable detail the Borrowercalculation of such amount), for the amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to additional amounts payable under this Section) payable or paid by such Recipient. (b) Each Lender Recipient that is a United States person (as such term is defined in Section 7701(a)(30) of the Code), shall deliver to each Borrower and the Agents on or prior to the date on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of a Borrower or the Agents), an executed Internal Revenue Service Form W-9 certifying that such Recipient is exempt from U.S. federal backup withholding tax. Each Recipient that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes and that shall, to the extent it is legally entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide do so, deliver to the Borrower Borrowers and the Administrative Agent on or prior to the Closing Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Section), Agents on or prior to the date of on which such assignment or transfer to such Lender, Recipient becomes a Recipient under this Agreement (and from time to time thereafter if required by upon the Borrower reasonable request of the Borrowers or the Administrative Agent Agents), (A) (i) two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, Form W-8ECI, W-8EXP Form W-8BEN-E or W-8IMY Form W-8BEN (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the paymenta complete exemption under an income tax treaty) (or successor forms) certifying to such LenderRecipient’s entitlement as of such date to a complete exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this Agreement, Agreement and under any Note or any other Loan Credit Document, along with any other appropriate documentation establishing such exemption or reduction (such as statements certifying qualification for exemption ii) if the Recipient is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI, Form W-8BEN-E or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or any successor forms) pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit C (any such certificate, a “Section 6.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN or Form W-8BEN-E (with respect to the portfolio interestinterest exemption) (or successor form) certifying to such Recipient’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 Credit Document, and (B) executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrowers or the Agents to determine the withholding or deduction required to be made. If a payment made to a Recipient under any Credit Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Recipient 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 Recipient shall deliver to the Borrowers and the Agents at the time or times prescribed by law and at such time or times reasonably requested by the Borrowers or the Agents 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 a Borrower or the Agents as may be necessary for any Borrower and the Agents to comply with their obligations under FATCA and to determine that such Recipient has complied with such Recipient’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of the previous sentence, “FATCA” shall include any amendments made to FATCA after the date of this Agreement. In addition, each Lender Recipient agrees that from time to time after the Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it such Recipient will deliver to the each Borrower and the Administrative Agent Agents two new accurate and complete original signed copies of the applicable Internal Revenue Service form establishing such exemption Form W-8ECI, Form W-8BEN-E or reduction Form W-8BEN (such as statements certifying qualification for exemption with respect to the benefits of any income tax treaty), or Form W-8BEN-E or Form W-8BEN (with respect to the portfolio interestinterest exemption) and any related documentation a Section 6.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender Recipient to a continued exemption from or reduction in United States withholding tax if with respect to payments under this Agreement and any Credit Document, or such Recipient shall immediately notify the Lender continues to be so entitled. No Lender shall be required by this Section 3.03(b) Borrowers and the Agents of its inability to deliver a form any such Form or certificate that it is not legally entitled to deliver. The Borrower Certificate, in which case such Recipient shall not be obligated required to deliver any such Form or Certificate pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(b6.04(b). The Borrower agrees to pay additional amounts and indemnify each Lender in the manner set forth in Section 3.03(a) in respect of any Taxes deducted or withheld by it as a result of any changes after the date such Lender becomes party to this Agreement in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender or Administrative Agent that is a United States person shall severally indemnify the Agents, within 10 days after demand therefor, for (as i) any Indemnified Taxes attributable to such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed by applicable law, to the Borrower and the Administrative Agent Lender (as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 or any successor form, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes but only to the extent that any Credit Party has not already indemnified the Agents for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so), and (ii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by any Agent in connection with any Credit Document, and any reasonable out of pocket expenses arising therefrom or with respect thereto, whether or not such Taxes arise solely 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 Agents shall be conclusive absent manifest error. Each Lender hereby authorizes each Agent to (at its option) 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 a Person’s failure to deliver forms that it was legally entitled to but failed to deliver the Administrative Agent under this paragraph (c). Failure or delay on the part of either Agent to demand compensation pursuant to this Section 3.03(c)6.04(c) shall not constitute a waiver of such Agent’s right to demand such compensation. (d) If any LenderRecipient determines, in its reasonable discretionPermitted Discretion, determines that it has finally and irrevocably received or been granted a refund in respect of any Indemnified Taxes as to which indemnification has or additional amounts have been paid to it by the Borrower a Credit Party pursuant to this Section 3.036.04, it shall promptly remit an amount equal to such refund as soon as practicable after it is determined that such refund pertains to Indemnified Taxes (including but only to the extent of indemnity payments made, or additional amounts paid, by a Credit Party under this Section 6.04 with respect to the Indemnified Taxes giving rise to such refund plus any interest received included in respect thereof)such refund by the relevant Taxing Authority attributable thereto) to the Borrower, net of all reasonable out-of-pocket costs and expenses (including any Taxes) of the Recipient without interest (other than any interest paid by the relevant Taxing Authority with respect to such refund); provided that the Borrower; provided, however, that upon the Borrower request of the Recipient agrees promptly to promptly return any an amount equal to such refund (plus any applicable interest, additions to tax or penalties) to such Lender party in the event such Lender party is required to repay such refund to the relevant taxing authorityTaxing Authority. Any such Lender shall Such Recipient shall, at a Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant taxing authority Taxing Authority (redacting provided that such Recipient may delete any unrelated confidential information therein that such Recipient deems confidential). Nothing herein contained thereinshall oblige any Recipient to make available its Tax returns or disclose any information relating to its Tax affairs or any computations in respect thereof or require any Recipient to do anything that would prejudice its ability to benefit from any other refunds, credits, reliefs, remissions or repayments to which it may be entitled. (e) requiring repayment Each party’s obligations under this Section 6.04 shall survive the resignation or replacement of the Agents or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Credit Document. (f) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Credit Document shall deliver to the Borrowers and the Agents, at the time or times reasonably requested by Borrowers or the Agents, such properly completed and executed documentation reasonably requested by the Borrowers or the Agents as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrowers or the Agents, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrowers or the Agents as will enable the Borrowers or the Agents to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such refund. Nothing contained herein documentation (other than such documentation set forth in Section 6.04(b)) shall impose an obligation on any not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to apply for any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such refundLender.

Net Payments. (a) Except as provided for in Section 3.03(b), all All payments made by the Borrower hereunder, under any Note or under any other Loan DocumentCredit Document will be made without setoff, including all counterclaim or other defense. All such payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, with respect to the Administrative Agentexcept as provided below, any Lender, or any other recipient of any payment made by the Borrower hereunder, (i) any tax imposed on or measured by the net income or net profits of such Person and franchise taxes imposed on it a Bank 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 applicable lending office of such Lender, as applicable, Bank is located or in which it is otherwise doing business under the laws of any political subdivision or taxing authority of any subdivision thereof or therein, and (ii) any branch profits or similar taxes imposed by any such jurisdiction in which the principal office or applicable lending office of such Person Bank is located) and all interest, penalties or similar liabilities with respect to such non-excluded taxesthereto (collectively, levies imposts, duties, fees, assessments or other charges other than those resulting from the gross negligence or willful misconduct of the Administrative Agent, any Lender, or any other recipient of any payment made by the Borrower hereunder (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “"Taxes”"). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes Taxes, and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due from such Borrower hereunder, under any Note or under any other Loan Credit Document, after withholding or deduction for or on account of any Taxes Taxes, will not be less than the amount provided for herein or in such Note or in such other Loan DocumentNote. The Borrower will indemnify and hold harmless any Lendershall also reimburse each Bank, and reimburse upon the written request of such Lender upon its written requestBank, for taxes imposed on or measured by the amount net income of such Bank pursuant to the laws of the jurisdiction in which the principal office or applicable lending office of such Bank is located or of any Taxes imposed on and paid political subdivision or taxing authority of any such jurisdiction as such Bank shall determine are payable by such LenderBank in respect of Taxes paid to or on behalf of such Bank pursuant to this or the preceding sentence by the Borrower. The Borrower will furnish to the Administrative Agent within 45 five 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 reasonably satisfactory to the respective Lender, receipts evidencing such payment by such Borrower. The Borrower will indemnify and hold harmless the BorrowerAdministrative Agent and each Bank, and reimburse the Administrative Agent or such Bank upon its written request, for the amount of any Taxes so levied or imposed and paid or withheld by such Bank. (b) Each Lender Bank that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal U.S. Federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide deliver to the Borrower and the Administrative Agent on or prior to the Closing Restatement Effective Date, or in the case of a Lender Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 1.14 (unless the respective Lender Bank was already a Lender Bank hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Sectiontransfer), on or prior to the date of such assignment or transfer to such LenderBank, and from time to time thereafter if required by the Borrower or the Administrative Agent (i) two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP Form 4224 or W-8IMY 1001 (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the paymentsuccessor forms) certifying to such Lender’s Bank's entitlement to a complete exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this Agreement, under any Note or and under any other Loan Credit Document, along with or (ii) if the Bank is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit C (any other appropriate documentation establishing such certificate, a "Section 4.04(b)(ii) Certificate") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8 (or successor form) certifying to such Bank's entitlement to a complete exemption or reduction (such as statements certifying qualification for exemption from United States withholding tax with respect to portfolio interest)payments of interest to be made under this Agreement, under any Note and under any Credit Document. In addition, each Lender Bank agrees that from time to time after the Closing Restatement Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service form establishing Form 4224 or 1001, or Form W-8 and a Section 4.04(b)(ii) Certificate, as the case may be, and such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest) and any related documentation other forms as may be required in order to confirm or establish the entitlement of such Lender Bank to a continued exemption from or reduction in United States withholding tax if with respect to payments under this Agreement, any Note and under any Credit Document, or it shall immediately notify the Lender continues Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate, in which case such Bank shall not be so entitledrequired to deliver any such Form or Certificate pursuant to this Section 4.04(b). No Lender Notwithstanding anything to the contrary contained in Section 4.04(a), but subject to the immediately succeeding sentence, (x) the Borrower shall be required by this Section 3.03(b) entitled, to deliver a form or certificate that the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees or other amounts payable hereunder for the account of any Bank which is not legally entitled a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to deliver. The the extent that such Bank has not provided to the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 3.03(a4.04(a) hereof to pay additional amounts on account gross-up payments to be made to a Bank in respect of income or indemnify with respect similar taxes imposed by the United States if (I) such Bank has not provided to Taxes the Borrower the Internal Revenue Service Forms required to be provided to the Borrower pursuant to this Section 4.04(b) or (II) in the case of a payment, other than interest, to a Bank described in clause (ii) above, to the extent that such Taxes arise solely due Forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under the contrary contained in the preceding sentence or elsewhere in this Section 3.03(b4.04 and except as set forth in Section 12.04(a). The , the Borrower agrees to pay any additional amounts and to indemnify each Lender Bank in the manner set forth in Section 3.03(a4.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any Taxes deducted or withheld by it as described in the immediately preceding sentence as a result of any changes after the date such Lender becomes party to this Agreement Restatement Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar such Taxes. (c) Each Lender or Administrative Agent that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed by applicable law, to the Borrower and the Administrative Agent (as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 or any successor form, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c). (d) If any Lender, in its reasonable discretion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes as to which indemnification has been paid by the Borrower pursuant to this Section 3.03, it shall promptly remit such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses to the Borrower; provided, however, that the Borrower agrees to promptly return any such refund (plus interest) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refund.

Net Payments. (a) Except as provided for in Section 3.03(b), all All payments made by the Borrower hereunder, hereunder and under any Note or (which, for purposes of this Section 5.04 shall be deemed to include any other Loan Document, including all payments made by the Borrower Fronting Lender to any Revolving Participant pursuant to its guaranty obligations under Section 2.154.04) will be made without setoff, counterclaim or other defense. Except as provided in Section 5.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision sub-division or taxing authority thereof or therein with respect to such payments (but excluding, with respect to except as provided in the Administrative Agentsecond succeeding sentence, any Lender, or any other recipient of any payment made by the Borrower hereunder, (i) any tax imposed on or measured by the net income or net profits of such Person and franchise taxes imposed on it a Lender (which, for purposes of this Section 5.04 shall be deemed to include any Revolving Participant in respect of payments made pursuant to Section 4.04) pursuant to the laws of the jurisdiction under in which such Lender it is organized or the jurisdiction in which the principal office or Applicable Lending Office applicable lending office of such Lender, as applicable, Lender is located or in which it is otherwise doing business or any subdivision thereof or therein, and (ii) any branch profits or similar taxes imposed by any jurisdiction in which such Person is located) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies levies, imposts, duties, fees, assessments or other charges other than those resulting from the gross negligence or willful misconduct of the Administrative Agent, any Lender, or any other recipient of any payment made by the Borrower hereunder (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes Taxes, and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under any Note this Agreement or under any other Loan DocumentNote, after withholding or deduction for or on account of any Taxes by the Borrower, the Administrative Agent or the Fronting Lender, will not be less than the amount provided for herein or in such Note Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for taxes imposed on or measured by the net income or net profits of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such other Loan Document. The Borrower will indemnify 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 hold harmless for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender, and reimburse in respect of such amounts so paid to or on behalf of such Lender upon its written request, for pursuant to the amount preceding sentence and in respect of any Taxes imposed amounts paid to or on and paid by behalf of such LenderLender pursuant to this sentence. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes, or any withholding or deduction on account thereof, Taxes is due pursuant to applicable law certified copies of tax receipts, or other evidence reasonably satisfactory to the respective Lender, receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal U.S. Federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide deliver to the Borrower and the Administrative Agent and (if applicable) the Fronting Lender on or prior to the Closing DateEffective Date or, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 2.13 or 13.04(b) (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Sectiontransfer), on or prior to the date of such assignment or transfer to such Lender, and from time to time thereafter if required by the Borrower or the Administrative Agent (i) two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP Form W-8ECI or W-8IMY Form W-8BEN (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the paymenta complete exemption under an income tax treaty) (or successor forms) certifying to such Lender’s entitlement as of such date to a complete exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this AgreementAgreement and under any Note, any Note or any other Loan Document, along with any other appropriate documentation establishing such exemption (ii) if the Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or reduction Form W-8BEN (such as statements certifying qualification for exemption with respect to a complete exemption under an income tax treaty) (or any successor forms) pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a “Section 5.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest)interest exemption) (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note. In addition, each Lender agrees that from time to time after the Closing Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it such Lender will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service form establishing such exemption or reduction Form W-8ECI, Form W-8BEN (such as statements certifying qualification for exemption with respect to the benefits of any income tax treaty), or Form W-8BEN (with respect to the portfolio interestinterest exemption) and any related documentation a Section 5.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax if the Lender continues with respect to be so entitled. No payments under this Agreement and any Note, or such Lender shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate, in which case such Lender shall not be required by to deliver any such Form or Certificate pursuant to this Section 3.03(b5.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the Borrower, the Administrative Agent or the Fronting Lender (as applicable) shall be entitled, to deliver a form or certificate that the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees or other amounts payable hereunder for the account of any Lender which is not legally entitled a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to deliver. The the extent that such Lender has not provided U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 3.03(a5.04(a) to pay additional gross-up payments to be made to a Lender (other than any amounts on account payable by a Fronting Lender to a Revolving Participant pursuant to Section 4.04) in respect of income or indemnify with respect similar taxes imposed by the United States if (I) such Lender has not provided the Internal Revenue Service Forms required to Taxes be provided pursuant to this Section 5.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such Taxes arise solely due forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under the contrary contained in the preceding sentence or elsewhere in this Section 3.03(b5.04 and except as set forth in Section 13.04(b). The , the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 3.03(a5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any Taxes amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the date such Lender becomes party to this Agreement Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar such Taxes. (c) Each Lender or Administrative Agent that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed by applicable law, to the Borrower and the Administrative Agent (as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 or any successor form, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c). (d) If any Lender, in its reasonable discretion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes as to which indemnification has been paid by the Borrower pursuant to this Section 3.03, it shall promptly remit such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses to the Borrower; provided, however, that the Borrower agrees to promptly return any such refund (plus interest) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refund.

Net Payments. (a) All payments made by any Credit Party under any Credit Document (including, in the case of a Credit Agreement Party, in its capacity as a guarantor pursuant to Section 14) or under any Note will be made without setoff, counterclaim or other defense. Except as provided for in Section 3.03(b4.04(b), all such payments made by the Borrower hereunder, under any Note or any other Loan Document, including all payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, with respect to except as provided in the Administrative Agentsecond succeeding sentence, any Lender, or any other recipient of any payment made by the Borrower hereunder, (i) any tax imposed on or measured by the net income or net profits of such Person and franchise taxes imposed on it a Lender pursuant to the laws of the jurisdiction under in which such Lender it is organized or the jurisdiction in which the principal office or Applicable Lending Office applicable lending office of such Lender, as applicable, Lender is located or in which it is otherwise doing business or any subdivision thereof or therein, and (ii) any branch profits or similar taxes imposed by any jurisdiction in which such Person is 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 Lender, or any other recipient of any payment made by the Borrower hereunder thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “"Taxes”"). If any Taxes are so levied or imposed, the respective Borrower (and any other Credit Party making the payment) agrees to pay the full amount of such Taxes Taxes, and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under any Note this Agreement or under any other Loan DocumentNote, after withholding or deduction for or on account of any Taxes Taxes, will not be less than the amount provided for herein or in such Note Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the respective 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 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 Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender in respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence, the respective Borrower (or 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 Loan DocumentCredit Party). The Borrower will Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall agree) to indemnify and hold harmless any each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed on and paid by such Lender. 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 reasonably satisfactory to the respective Lender, evidencing such payment by the Borrower. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide deliver to the U.S. Borrower and the Administrative Agent on or prior to the Closing Restatement Effective Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 1.13 or 13.04 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Sectiontransfer), on or prior to the date of such assignment or transfer to such Lender, and from time to time thereafter if required by the Borrower or the Administrative Agent (i) two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP Form W-8ECI or W-8IMY Form W-8BEN (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the paymenta complete exemption under an income tax treaty) (or successor forms) certifying to such Lender’s 's entitlement as of such date to a complete exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this AgreementAgreement and under any Note, any Note or any other Loan Document, along with any other appropriate documentation establishing such exemption (ii) if the Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or reduction Form W-8BEN (such as statements certifying qualification for exemption with respect to a complete exemption under an income tax treaty) pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a "Section 4.04(b)(ii) Certificate") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest)interest exemption) (or successor form) certifying to such Lender's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note. In addition, each Lender agrees that from time to time after the Closing Restatement Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the U.S. Borrower and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service form establishing such exemption or reduction Form W-8ECI, Form W-8BEN (such as statements certifying qualification for exemption with respect to the benefits of any income tax treaty), or Form W-8BEN (with respect to the portfolio interestinterest exemption) and any related documentation a Section 4.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax if with respect to payments under this Agreement and any Note, or it shall immediately notify the Lender continues U.S. Borrower and the Administrative Agent of its inability to be so entitled. No deliver any such Form or Certificate, in which case such Lender shall not be required by to deliver any such Form or Certificate pursuant to this Section 3.03(b4.04(b). Notwithstanding anything to the contrary contained in Section 4.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the U.S. Borrower shall be entitled, to deliver a form or certificate that the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable by the U.S. Borrower hereunder for the account of any Lender which is not legally entitled a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to deliver. The the extent that such Lender has not provided to the U.S. Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the U.S. Borrower shall not be obligated pursuant to Section 3.03(a4.04(a) hereof to pay additional amounts on account gross-up payments to be made to a Lender in respect of income or indemnify with respect similar taxes imposed by the United States if (I) such Lender has not provided to Taxes the U.S. Borrower the Internal Revenue Service Forms required to be provided to the U.S. Borrower pursuant to this Section 4.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such Taxes arise solely due forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under the contrary contained in the preceding sentence or elsewhere in this Section 3.03(b4.04 and except as set forth in Section 13.04(b). The , the U.S. Borrower agrees to pay additional amounts and to indemnify each Lender in the manner set forth in Section 3.03(a4.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any Taxes amounts deducted or withheld by it as described in the immediately preceding sentence (x) as a result of any changes after the Restatement Effective Date (or, if later, the date such Lender becomes became party to this Agreement Agreement) in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. taxes or (cy) Each Lender or Administrative Agent that is as a United States person (as such term is defined in Section 7701(a)(30) result of the Code) for federal income tax purposes shall deliver at purchase of a participation as required by Section 1.14 following the time(s) and in the manner(s) prescribed by applicable law, to the Borrower and the Administrative Agent (as applicable), occurrence of a properly completed and duly executed Internal Revenue Service Form W-9 or any successor form, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c)Sharing Event. (d) If any Lender, in its reasonable discretion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes as to which indemnification has been paid by the Borrower pursuant to this Section 3.03, it shall promptly remit such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses to the Borrower; provided, however, that the Borrower agrees to promptly return any such refund (plus interest) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refund.

Net Payments. (a) All payments made by any Credit Party under any Credit Document (including, in the case of Holdings or the U.S. Borrower, in its capacity as a guarantor pursuant to Section 14 or 15, as the case may be) or under any Note will be made without setoff, counterclaim or other defense. Except as provided for in Section 3.03(b5.04(b), all such payments made by the Borrower hereunder, under any Note or any other Loan Document, including all payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, with respect to the Administrative Agent, any Lender, or any other recipient of any payment made by the Borrower hereunder, excluding (i) any tax imposed on or measured by the net income income, capital, or net profits of such Person and franchise taxes imposed on it a Lender pursuant to the laws of the jurisdiction under in which such Lender it is organized or the jurisdiction in which the principal office or Applicable Lending Office applicable lending office of such Lender, as applicable, Lender is located or in which it is otherwise doing business or any subdivision thereof or therein, therein and (ii) any branch profits or similar U.S. withholding tax that is imposed on amounts payable to such Lender with respect to any such payments of the U.S. Borrower at the time such Lender becomes party to this Agreement, except to the extent that such Lender’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts from the U.S. Borrower with respect to such withholding taxes imposed by any jurisdiction in which such Person is locatedpursuant to this paragraph 5.04(a)) 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 Lender, or any other recipient of any payment made by the Borrower hereunder thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, the respective Borrower agrees (or other Credit Party making the payment) shall, subject to the limitations with respect to the application of this Section 5.04 set forth in the first sentence of Section 2.12(a) and in the penultimate sentence of Section 13.04(b), pay the full amount of such Taxes to the appropriate Governmental Authority, and shall pay such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under any Note this Agreement or under any other Loan DocumentNote, after withholding or deduction for or on account of any Taxes Taxes, will not be less than the amount provided for herein or in such Note or in such other Loan DocumentNote. The respective Borrower (or 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 or, to the extent such tax receipts are not customarily provided by the relevant Governmental Authority, other evidence of payment of such Tax reasonably acceptable to the Lender, evidencing such payment by such Borrower (or the respective other Credit Party). The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 5.04, shall agree) to indemnify and hold harmless any each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes levied or imposed on and paid by such Lender. 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 reasonably satisfactory to the respective Lender, evidencing such payment by the Borrower. (b) Each Lender that is a Lender to the U.S. Borrower and that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide deliver to the U.S. Borrower and the Administrative Agent on or prior to the Closing Effective Date, or in the case of a Lender that is a Lender to the U.S. Borrower and that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 Sections 2.13 or 13.04 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Sectiontransfer), on or prior to the date of such assignment or transfer to such Lender, and from time to time thereafter if required by the Borrower or the Administrative Agent (i) two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP Form W-8ECI or W-8IMY Form W-8BEN (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the paymenta complete exemption under an income tax treaty) (or successor forms) certifying to such Lender’s entitlement as of such date to a complete exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this AgreementAgreement and under any Note, any Note or any other Loan Document, along with any other appropriate documentation establishing such exemption (ii) if the Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or reduction Form W-8BEN (such as statements certifying qualification for exemption with respect to a complete exemption under an income tax treaty) pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D appropriately completed (any such certificate, a “Section 5.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest)interest exemption) (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note. In addition, each Lender that is a Lender to the U.S. Borrower agrees that from time to time after the Closing Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the U.S. Borrower and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service form establishing such exemption or reduction Form W-8ECI, Form W-8BEN (such as statements certifying qualification for exemption with respect to the benefits of any income tax treaty), or Form W-8BEN (with respect to the portfolio interestinterest exemption) and any related documentation a Section 5.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax if with respect to payments under this Agreement and any Note, or it shall immediately notify the U.S. Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate, in which case such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 5.04(b); provided, however, in the event that the Lender continues cannot deliver any Form or Certificate which certifies to be so entitled. No Lender shall be required by this Section 3.03(b) to deliver a form or certificate that it is not legally entitled to deliver. The such Lender’s complete exemption from United States withholding tax as of such date, the U.S. Borrower shall not be obligated pursuant to Section 3.03(a5.04(a) to pay additional gross-up payments to be made to such Lender in respect of United States withholding taxes except to the extent that the Lender’s inability to provide the Form or Certificate is directly as a result of changes, after the date the Lender became a party to this Agreement, in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such United States withholding taxes. Notwithstanding anything to the contrary contained in Section 5.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the U.S. Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts on payable by the U.S. Borrower hereunder for the account of or indemnify with respect any Lender that is a Lender to Taxes the U.S. Borrower and which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Taxes arise solely due Lender has not provided to the U.S. Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the U.S. Borrower shall not be obligated pursuant to Section 5.04(a) hereof to gross-up payments to be made to a Lender’s failure Lender in respect of income or similar taxes imposed by the United States (including, without limitation, United States withholding taxes) if (I) such Lender has not provided to deliver forms that it was legally entitled the U.S. Borrower the Internal Revenue Service Forms required to but failed be provided to deliver under the U.S. Borrower pursuant to this Section 3.03(b5.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 5.04 and except as set forth in Section 13.04(b). The , the Borrower agrees to pay additional amounts and to indemnify each Lender in the manner set forth in Section 3.03(a5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any Taxes amounts deducted or withheld by it as described in the immediately preceding sentence (x) from amounts payable to or for the account of such Lender under Section 2.01(e), but only if and to the extent the amounts deducted or withheld exceed the amounts that would have been deducted or withheld if the amounts payable to such Lender under Section 2.01(e) were instead payable to or for the account of such Lender with respect to interest payments on a Tranche A Term Loan or a Tranche B Term Loan, as applicable, or (y) as a result of any changes after the Effective Date (or, if later, after the date such Lender becomes became party to this Agreement Agreement) in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxestaxes. (c) Each If any Borrower pays any additional amount under this Section 5.04 to a Lender and such Lender determines in its sole good faith discretion that it has actually received or Administrative Agent that is a United States person (as such term is defined realized in Section 7701(a)(30) of the Code) for federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed by applicable law, to the Borrower and the Administrative Agent (as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 connection therewith any refund or any successor formreduction of, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify credit against, its Tax liabilities in or with respect to Taxes the taxable year in which the additional amount is paid (a “Tax Benefit”), such Lender shall pay to such Borrower an amount that the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c). (d) If any LenderLender shall, in its reasonable sole good faith discretion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes as determine is equal to the net benefit, after tax, which indemnification has been paid was obtained by the Borrower pursuant to this Section 3.03, it shall promptly remit Lender in such refund (including any interest received in respect thereof), net year as a consequence of all out-of-pocket costs and expenses to the Borrowersuch Tax Benefit; provided, however, that (i) any Lender may determine, in its sole good faith discretion consistent with the policies of such Lender, whether to seek a Tax Benefit; (ii) any Taxes that are imposed on a Lender as a result of a disallowance or reduction (including through the expiration of any tax credit carryover or carryback of such Lender that otherwise would not have expired) of any Tax Benefit with respect to which such Lender has made a payment to such Borrower pursuant to this Section 5.04(c) shall be treated as a Tax for which such Borrower is obligated to indemnify such Lender pursuant to this Section 5.04 without any exclusions or defenses; (iii) nothing in this Section 5.04(c) shall require the Lender to disclose any confidential information to such Borrower (including, without limitation, its tax returns); and (iv) no Lender shall be required to pay any amounts pursuant to this Section 5.04(c) at any time which a Default or Event of Default exists. (d) Each Lender agrees to promptly return any use reasonable efforts (consistent with legal and regulatory restrictions and subject to overall policy considerations of such refund (plus interestLender) to such Lender file any certificate or document or to furnish to the Non-U.S. Borrower any information, in each case, as reasonably requested by the Non-U.S. Borrower that may be necessary to establish any available exemption from, or reduction in the event such amount of, any Taxes; provided, however, that nothing in this Section 5.04(c) shall require a Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with a copy of disclose any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refund(including, without limitation, its tax returns or its calculations).

Net Payments. (a) Except as provided for in Section 3.03(b)required by law, all payments made by the Borrower hereunder, or on account of any obligation of a Credit Party under any Note this Agreement or any other Loan Document, including all payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will Credit Document shall be made free and clear of, and without deduction or withholding forfor or on account of, any present current or future income, stamp or other taxes, levies, imposts, duties, charges, fees, assessments deductions or other charges of whatever nature withholdings, now or hereafter imposed imposed, levied, collected, withheld or assessed by any jurisdiction or by Governmental Authority (including any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, with respect to the Administrative Agent, any Lender, or any other recipient of any payment made by the Borrower hereunder, (i) any tax imposed on or measured by the net income or net profits of such Person 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 in which it is otherwise doing business or any subdivision thereof or therein, and (ii) any branch profits or similar taxes imposed by any jurisdiction in which such Person is located) and all interest, additions to tax and penalties or similar liabilities with respect to such non-excluded taxesapplicable thereto) (collectively, levies imposts, duties, fees, assessments or other charges other than those resulting from the gross negligence or willful misconduct of the Administrative Agent, any Lender, or any other recipient of any payment made by the Borrower hereunder (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes that are so levied not Excluded Taxes (“Non-Excluded Taxes”) are required to be withheld by a Withholding Agent from any amounts payable under this Agreement or imposedany other Credit Document to an Agent or Lender, the Borrower agrees applicable Credit Party shall increase the amounts payable to pay such Agent or Lender to the full amount extent necessary to yield to such Agent or Lender (after withholding of such all Non-Excluded Taxes and such additional including those applicable to any amounts (including additional amounts to compensate for withholding on amounts paid pursuant to payable under this Section 3.035.4) as may be necessary so that every payment interest or any such other amounts payable hereunder or thereunder at the rates or in the amounts specified hereunder or thereunder. Whenever any withholding Taxes are payable by it any Credit Party in respect of all amounts due hereunder, payable under any Note or under any other Loan Document, after withholding or deduction of any Taxes 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 any Taxes imposed on and paid by such Lender. The Borrower will furnish Credit Document to the Administrative Agent within 45 days after the date the payment of any Taxes, or any withholding Lender, promptly thereafter, the applicable Credit Party shall send to the Administrative Agent for its own account or deduction on for the account thereofof such Lender, is due pursuant to applicable law as the case may be, a certified copies copy of tax receiptsan original official receipt, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the respective Lender, evidencing such Administrative Agent. The agreements in this Section 5.4 shall survive the termination of this Agreement and the payment by of the BorrowerLoans and all other amounts payable hereunder. (b) In addition, each Credit Party shall pay any present or future stamp, documentary, filing, mortgage, recording or similar property or intangible taxes, charges or levies that arise from any payment made by such Credit Party hereunder or under any other Credit Documents or from the execution, delivery or registration or recordation of, from the receipt or perfection of a security interest or performance under, or otherwise with respect to, this Agreement or the other Credit Documents, except any Taxes imposed with respect to an assignment (other than an assignment requested by a Credit Party pursuant to Section 13.7(a)) as a result of a present or former connection between the assignor or assignee and the jurisdiction imposing such Tax (other than a connection arising solely from the assignor or assignee having executed, delivered, become a party to, performed its obligations under, received or perfected a security interest under, engaged in any transaction pursuant to, or enforced this Agreement) (hereinafter referred to as “Other Taxes”). (i) The Credit Parties shall jointly and severally indemnify each Lender and each Agent for and hold them harmless against the full amount of Non-Excluded Taxes and Other Taxes payable or paid by such Lender or Agent (as the case may be) or required to be withheld or deducted from a payment to such Lender or Agent (as the case may be) imposed or asserted (whether or not correctly or legally asserted) by any jurisdiction on any additional amounts or indemnities payable under this Section 5.4 and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto; provided that if any claim pursuant to this Section 5.4(c)(i) is made later than 180 days after the date on which the relevant Lender or Agent had actual knowledge of the relevant Non-Excluded Taxes or Other Taxes, then the Credit Parties shall not be required to indemnify the applicable Lender or Agent for any penalties that accrue in respect of such Non-Excluded Taxes or Other Taxes after the 180th day. This indemnification shall be made within 30 days from the date such Lender or such Agent (as the case may be) makes written demand therefor. (ii) Each Lender shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent against any Non-Excluded Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of Credit Parties to do so), (y) the Administrative Agent and the Credit Parties, as applicable, against any Taxes attributable to such Xxxxxx’s failure to comply with the provisions of Section 13.6(d)(ii) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender that are payable or paid by the Administrative Agent or the Credit Parties 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 this Agreement or any other Credit Document against any amount due to the Administrative Agent under this clause (ii). (d) Each Lender shall, at such times as are reasonably requested by the Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any documentation prescribed by any Applicable Law or reasonably requested by the Borrower or the Administrative Agent (A) as will permit payments to be made pursuant to this Agreement or any other Credit Document to be made without, or at a reduced rate of, withholding or (B) as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Each such Lender shall, whenever a lapse in time or change in circumstances renders such documentation obsolete, expired or inaccurate in any respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by the Borrower or the Administrative Agent) or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so. Notwithstanding anything herein to the contrary, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 5.4(d)(i) (other than clause (E) thereof), 5.4(e) and 5.4(g) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Without limiting the foregoing, to the extent permitted by law, each Lender that is not a United States person (as such term is defined in within the meaning of Section 7701(a)(30) of the CodeCode (a “Non-U.S. Lender”) for federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide shall: (i) deliver to the Borrower and the Administrative Agent on or prior before the date on which it becomes a party to the Closing Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Section), on or prior to the date of such assignment or transfer to such Lender, and from time to time thereafter if required by upon the request of the Borrower or the Administrative Agent Agent) two accurate and complete original signed properly executed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP or W-8IMY whichever of the following is applicable: (or successor, substitute or other appropriate forms and, A) in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect a Non-U.S. Lender claiming the benefits of an income tax treaty to beneficial owners of which the payment) certifying to such Lender’s entitlement to exemption from or a reduced rate of withholding of United States withholding tax is a party, (x) with respect to payments of interest under any Credit Document, United States Internal Revenue Service Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Credit Document, United States Internal Revenue Service Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such treaty; (B) United States Internal Revenue Service Form W-8ECI; (C) in the case of Non-U.S. Lender claiming exemption from U.S. federal withholding Tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest,” United States Internal Revenue Service Form W-8BEN or W-8BEN-E (together with a certificate representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c)(3)(A) of the Code, is not a 10 percent shareholder of the Borrower (or, if the Borrower is an entity disregarded as an entity separate from its sole owner, such sole owner) within the meaning of Section 871(h)(3)(B) of the Code and is not a controlled foreign corporation related to the Borrower (or, if the Borrower is an entity disregarded as an entity separate from its sole owner, such sole owner) within the meaning of Section 881(c)(3)(C) of the Code, substantially in the form of Exhibit L-1 (a “United States Tax Compliance Certificate”)); (D) to the extent a Non-U.S. Lender is not the Beneficial Owner (for example, where the Non-U.S. Lender is a partnership or a participating Lender), United States Internal Revenue Service Form W-8IMY (or any successor forms) of the Non-U.S. Lender, accompanied by a Form W-8ECI, W-8BEN or W-8BEN-E, a United States Tax Compliance Certificate substantially in the form of Exhibit L-2 or Exhibit L-3, Form W-9, Form W-8IMY or any other required information from each Beneficial Owner, as applicable (provided that, if the applicable Non-U.S. Lender is a partnership and one or more direct or indirect Beneficial Owners of such Non-U.S. Lender are claiming the portfolio interest exemption, a United States Tax Compliance Certificate substantially in the form of Exhibit L-4 may be made provided by such Non-U.S. Lender on behalf of each such Beneficial Owner), or (E) any other form prescribed by applicable U.S. federal income Tax laws (including the United States Treasury Regulations) as a basis for claiming a complete exemption from, or a reduction in, U.S. federal withholding Tax on any payments to such Lender under the Credit Documents, in each case properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or reduced rate of, U.S. federal withholding Tax on payments by the Borrower under this Agreement, any Note or any other Loan Document, along with any other appropriate documentation establishing such exemption or reduction ; and (such as statements certifying qualification for exemption with respect to portfolio interest). In addition, each Lender agrees that from time to time after the Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will ii) deliver to the Borrower and the Administrative Agent two new accurate and complete original signed further copies of any such form or certification (or any applicable successor form) on or before the applicable Internal Revenue Service date that any such form establishing or certification expires or becomes obsolete or inaccurate in any respect and promptly after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it to the Borrower; unless in any such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest) and any related documentation as may be required to confirm or establish the entitlement of case such Lender to a continued exemption from or reduction in United States withholding tax if the Lender continues to be so entitled. No Lender shall be required by this Section 3.03(b) to deliver a form or certificate that it is not legally entitled to deliver. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of duly complete and deliver any such form or indemnify certification with respect to Taxes to the extent it. Each Lender agrees that such Taxes arise solely due to a Lender’s failure to deliver forms that if any form or certification it was legally entitled to but failed to deliver under this Section 3.03(b). The Borrower agrees to pay additional amounts and indemnify each Lender in the manner set forth in Section 3.03(a) in respect of any Taxes deducted previously delivered expires or withheld by it as a result of any changes after the date such Lender becomes party to this Agreement obsolete or inaccurate in any applicable lawrespect, treaty, governmental rule, regulation, guideline it shall update such form or order, certification or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender or Administrative Agent that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed by applicable law, to promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so. (e) If a payment made to a Lender under this Agreement or any other Credit 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), a properly completed and duly executed Internal Revenue Service Form W-9 or any successor form, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c). (d) If any Lender, in its reasonable discretion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes as to which indemnification has been paid by the Borrower pursuant to this Section 3.03, it shall promptly remit such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses to the Borrower; provided, however, that the Borrower agrees to promptly return any such refund (plus interest) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide deliver to the Borrower Withholding Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Withholding 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 Withholding Agent as may be necessary for the Withholding Agent to comply with a copy its obligations under FATCA, to determine that such Lender has or has not complied with such Xxxxxx’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.4(e), “FATCA” shall include any notice of assessment from amendments made to FATCA after the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refundClosing Date.

Net Payments. (a) Except as provided for in Section 3.03(b), Any and all payments made to the Bank by the Borrower hereunder, under any Note or any other Loan Document, including all payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will Applicant hereunder shall be made free and clear of, of and without deduction or withholding forfor any Covered Taxes, unless an Applicant is required to deduct or withhold Covered Taxes. If an Applicant shall be required by law to deduct or withhold any present Covered Taxes from or future taxes, levies, imposts, duties, fees, assessments or other charges in respect of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, with respect sum payable hereunder to the Administrative Agent, any Lender, or any other recipient of any payment made by the Borrower hereunderBank, (i) any tax imposed on or measured by the net income or net profits of such Person 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 in which it is otherwise doing business or any subdivision thereof or therein, and (ii) any branch profits or similar taxes imposed by any jurisdiction in which such Person is 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 Lender, or any other recipient of any payment made by the Borrower hereunder (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) sum payable shall be increased as may be necessary so that every payment by it after making all required deductions or withholdings of all amounts due hereunder, under any Note Covered Taxes (including deductions or under any other Loan Document, after withholding or deduction of any Taxes 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 any Taxes imposed on and paid by such Lender. The Borrower will furnish withholdings applicable 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 reasonably satisfactory to the respective Lender, evidencing such payment by the Borrower. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide to the Borrower and the Administrative Agent on or prior to the Closing Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Section), on or prior to the date of such assignment or transfer to such Lender, and from time to time thereafter if required by the Borrower or the Administrative Agent two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP or W-8IMY (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the payment) certifying to such Lender’s entitlement to exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this Agreement, any Note or any other Loan Document, along with any other appropriate documentation establishing such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest). In addition, each Lender agrees that from time to time after the Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service form establishing such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest) and any related documentation as may be required to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax if the Lender continues to be so entitled. No Lender shall be required by this Section 3.03(b) to deliver a form or certificate that it is not legally entitled to deliver. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver sums payable under this Section 3.03(b). The Borrower agrees 7) the Bank receives an amount equal to the sum it would have received had no such deductions or withholdings been required and (ii) such Applicant shall pay additional amounts and indemnify each Lender in the manner set forth in Section 3.03(a) in respect of any Taxes full amount deducted or withheld by it as a result of any changes after the date such Lender becomes party to this Agreement in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting relevant taxing authority in accordance with applicable law and shall provide the Bank with the original or withholding of income or similar Taxes. (c) Each Lender or Administrative Agent that is a United States person (as such term is defined in Section 7701(a)(30) certified copy of the Code) for federal income tax purposes shall deliver at receipt evidencing such payment. If the time(s) and Bank determines in the manner(s) prescribed by applicable law, to the Borrower and the Administrative Agent (as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 or any successor form, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c). (d) If any Lender, in its reasonable discretion, determines good faith that it has finally and irrevocably received or been granted a refund in respect of any Covered Taxes as with respect to which indemnification any Applicant has been paid by the Borrower additional amounts pursuant to this Section 3.037, it the Bank shall promptly remit after the date of such receipt pay over the amount of such refund to such Applicant (including any interest received in but only to the extent of additional amounts paid by the Applicant under this Section 7 with respect thereofto the Covered Taxes giving rise to such refund), net of all out-of-pocket costs reasonable expenses of the Bank (including additional Taxes attributable to such refund, as determined in good faith by the Bank) and expenses 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 Borrower; provided, however, that the Borrower agrees to promptly return Bank any such refund (plus interest) amount paid over to such Lender Applicant by the Bank in the event such Lender the Bank is required to repay any portion of such refund to the relevant such taxing authority. Any such Lender Nothing in this Section 7 shall provide entitle any Applicant to have access to the Borrower with a copy records of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refundBank, including, without limitation, tax returns.

Net Payments. (a) All payments made by any Credit Party hereunder or under any Note will be made without setoff, counterclaim or other defense. Except as provided for in Section 3.03(b4.04(b), all such payments made by the Borrower hereunder, under any Note or any other Loan Document, including all payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, with respect to except as provided in the Administrative Agentsecond succeeding sentence, any Lender, or any other recipient of any payment made by the Borrower hereunder, (i) any tax imposed on or measured by the net 27 34 income or net profits of such Person and franchise taxes imposed on it a Lender pursuant to the laws of the jurisdiction under in which such Lender it is organized or the jurisdiction in which the principal office or Applicable Lending Office applicable lending office of such Lender, as applicable, Lender is located or in which it is otherwise doing business or any subdivision thereof or therein, and (ii) any branch profits or similar such excluded taxes imposed by any jurisdiction in which such Person is locatedbeing herein referred to as "Excluded Taxes") and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies levies, imposts, duties, fees, assessments or other charges other than those resulting from the gross negligence or willful misconduct of the Administrative Agent, any Lender, or any other recipient of any payment made by the Borrower hereunder (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “"Taxes”"). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes Taxes, and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under any Note this Agreement or under any other Loan DocumentNote, after withholding or deduction for or on account of any Taxes Taxes, will not be less than the amount provided for herein or in such Note Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for taxes imposed on or measured by the net income or net profits of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such other Loan Document. The Borrower will indemnify 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 hold harmless for any withholding of taxes as such Lender shall reasonably determine are payable by, or withheld from, such Lender, and reimburse in respect of such amounts so paid to or on behalf of such Lender upon its written request, for pursuant to the amount preceding sentence and in respect of any Taxes imposed amounts paid to or on and paid by behalf of such LenderLender pursuant to this sentence. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes, or any withholding or deduction on account thereof, Taxes is due pursuant to applicable law certified copies of tax receipts, receipts or other evidence documentation reasonably satisfactory acceptable to the respective Lender, Administrative Agent evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender. This indemnification shall be paid within 30 days after such Lender makes demand therefor. After a Lender learns of the imposition of Taxes, such Lender will act in good faith to promptly notify the Borrower of its obligations hereunder. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal U.S. Federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide deliver to the Borrower and the Administrative Agent on or prior to the Closing Effective Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 1.13 or 13.04 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Sectiontransfer), on or prior to the date of such assignment or transfer to such Lender, and from time to time thereafter if required by the Borrower or the Administrative Agent (i) two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP Form W-8ECI or W-8IMY W-8BEN (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the paymentcomplete exemption under an income tax treaty) (or successor forms) certifying to such Lender’s 's entitlement as of such date to a complete exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this AgreementAgreement and under any Note, any Note or any other Loan Document, along with any other appropriate documentation establishing such exemption (ii) if the Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or reduction W-8BEN (such as statements certifying qualification for exemption with respect to portfolio interest). In additioncomplete exemption under an income tax treaty) pursuant to clause (i) above, each Lender agrees that from time to time after (x) a certificate substantially in the Closing Dateform of Exhibit D (any such certificate, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrower "Section 4.04(b)(ii) Certificate") and the Administrative Agent (y) two new accurate and complete original signed copies of the applicable Internal Revenue Service form establishing such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest) and any related documentation as may be required to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax if the Lender continues to be so entitled. No Lender shall be required by this Section 3.03(b) to deliver a form or certificate that it is not legally entitled to deliver. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(b). The Borrower agrees to pay additional amounts and indemnify each Lender in the manner set forth in Section 3.03(a) in respect of any Taxes deducted or withheld by it as a result of any changes after the date such Lender becomes party to this Agreement in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender or Administrative Agent that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed by applicable law, to the Borrower and the Administrative Agent (as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 or any successor form, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify W-8BEN (with respect to Taxes the portfolio interest exemption) (or successor form) certifying to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c). (d) If any Lender, in its reasonable discretion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes as to which indemnification has been paid by the Borrower pursuant to this Section 3.03, it shall promptly remit such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses to the Borrower; provided, however, that the Borrower agrees to promptly return any such refund (plus interest) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refund.such

Net Payments. (a) Except as provided for in Section 3.03(b), all All payments made by the Borrower hereunder, hereunder or under any Note will be made without setoff, counterclaim or any other Loan Documentdefense. Except as provided in Section 3.04(b), including all such payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, with respect to except as provided in the Administrative Agentsecond succeeding sentence, any Lender, or any other recipient of any payment made by the Borrower hereunder, (i) any tax imposed on or measured by the net income or net profits of such Person and a Bank, or franchise taxes imposed in lieu of taxes imposed on it or measured by net income or net profits of a Bank, pursuant to the laws of the jurisdiction under in which such Lender it is organized or the jurisdiction in which the principal office or Applicable Lending Office applicable lending office of such Lender, as applicable, Bank is located or in which it is otherwise doing business or any subdivision thereof or therein, and (ii) any branch profits or similar taxes imposed by any jurisdiction in which such Person is located) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies levies, imposts, duties, fees, assessments or other charges other than those resulting from the gross negligence or willful misconduct of the Administrative Agent, any Lender, or any other recipient of any payment made by the Borrower hereunder (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively collectively, as “Taxes”). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes Taxes, and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under any Note this Agreement or under any other Loan DocumentNote, after withholding or deduction for or on account of any Taxes Taxes, will not be less than the amount provided for herein or in such Note Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income or net profits of such Bank, and franchise taxes imposed in lieu of taxes imposed on or measured by net income or net profits of a Bank, pursuant to the laws of the jurisdiction in which such Bank is organized or in which the principal office or applicable lending office of such other Loan Document. The Borrower will indemnify and hold harmless any Lender, and reimburse such Lender upon its written request, for Bank is located or under the amount laws of any Taxes imposed political subdivision or taxing authority of any such jurisdiction in which such Bank is organized or in which the principal office or applicable lending office of such Bank is located and for any withholding of taxes as such Bank shall determine are payable by, or withheld from, such Bank, in respect of such amounts so paid to or on behalf of such Bank pursuant to the preceding sentence and in respect of any amounts paid by to or on behalf of such LenderBank pursuant to this sentence. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes, or any withholding or deduction on account thereof, Taxes is due pursuant to applicable law certified copies of tax receipts, or other evidence reasonably satisfactory to the respective Lender, 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. (b) Each Lender Bank that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal U.S. Federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide deliver to the Borrower and the Administrative Agent on or prior to the Closing Restatement Effective Date, or in the case of a Lender Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 11.04(b) (unless the respective Lender Bank was already a Lender Bank hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Sectiontransfer), on or prior to the date of such assignment or transfer to such LenderBank, and from time to time thereafter if required by the Borrower or the Administrative Agent (i) two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP Form W-8ECI or W-8IMY Form W-8BEN (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the paymenta complete exemption under an income tax treaty) (or successor forms) certifying to such LenderBank’s entitlement as of such date to a complete exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this AgreementAgreement and under any Note, any Note or any other Loan Document, along with any other appropriate documentation establishing such exemption (ii) if the Bank is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or reduction Form W-8BEN (such as statements certifying qualification for exemption with respect to a complete exemption under an income tax treaty) pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a “Section 3.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest)interest exemption) (or successor form) certifying to such Bank’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note. In addition, each Lender Bank agrees that from time to time after the Closing Restatement Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service form establishing such exemption or reduction Form W-8ECI, W-8BEN (such as statements certifying qualification for exemption with respect to the benefits of any income tax treaty), or Form W-8BEN (with respect to the portfolio interestinterest exemption) and any related documentation a Section 3.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender Bank to a continued exemption from or reduction in United States withholding tax if with respect to payments under this Agreement and any Note, or it shall immediately notify the Lender continues Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate, in which case such Bank shall not be so entitledrequired to deliver any such Form or Certificate pursuant to this Section 3.04(b). No Lender Notwithstanding anything to the contrary contained in Section 3.04(a), but subject to Section 11.04(b) and the immediately succeeding sentence, (x) the Borrower shall be required by this Section 3.03(b) entitled, to deliver a form or certificate that the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees or other amounts payable hereunder for the account of any Bank which is not legally entitled a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to deliver. The the extent that such Bank has not provided to the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 3.03(a3.04(a) hereof to pay additional amounts on account gross-up payments to be made to a Bank in respect of income or indemnify with respect similar taxes imposed by the United States if (I) such Bank has not provided to Taxes the Borrower the Internal Revenue Service Forms required to be provided to the Borrower pursuant to this Section 3.04(b) or (II) in the case of a payment, other than interest, to a Bank described in clause (ii) above, to the extent that such Taxes arise solely due Forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under the contrary contained in the preceding sentence or elsewhere in this Section 3.03(b3.04 and except as set forth in Section 11.04(b). The , the Borrower agrees to pay any additional amounts and to indemnify each Lender Bank in the manner set forth in Section 3.03(a3.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any Taxes amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes after the date such Lender becomes party to this Agreement Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such income or similar Taxestaxes. (c) Each Lender or Administrative Agent that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed by applicable law, to the Borrower and the Administrative Agent (as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 or any successor form, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c). (d) If any Lender, in its reasonable discretion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes as to which indemnification has been paid by the Borrower pursuant to this Section 3.03, it shall promptly remit such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses to the Borrower; provided, however, that the Borrower agrees to promptly return any such refund (plus interest) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refund.

Net Payments. (a) Except as provided for in Section 3.03(b), all All payments made by the Borrower hereunder, and any other Credit Party hereunder or under any Note Credit Document will be made without setoff, counterclaim or any other Loan Documentdefense. Except as provided in Section 4.04(b), including all such payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, with respect to (A) except as provided in the Administrative Agentsecond succeeding sentence, any Lender, or any other recipient of any payment made by the Borrower hereunder, (i) any tax imposed on or measured by the net income or net profits of such Person and franchise taxes imposed on it a Bank pursuant to the laws of the jurisdiction under in which such Lender it is organized or the jurisdiction in which the principal office or Applicable Lending Office applicable lending office of such Lender, as applicable, Bank is located or in which it is otherwise doing business or any subdivision thereof or therein, therein and (iiB) any branch profits or similar taxes U.S. federal withholding Taxes imposed by any jurisdiction in which such Person is locatedpursuant to FATCA) 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 Lender, or any other recipient of any payment made by the Borrower hereunder thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes Taxes, and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under any Note this Agreement or under any other Loan Credit Document, after withholding or deduction for or on account of any Taxes Taxes, will not be less than the amount provided for herein or in such Note or in such other Loan Credit Document. The If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower will indemnify and hold harmless any Lenderagrees to reimburse each Bank, and reimburse upon the written request of such Lender upon its written requestBank, for taxes imposed on or measured by the amount net income or net profits of such Bank pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Bank is located or under the laws of any Taxes imposed political subdivision or taxing authority of any such jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Bank is located and for any withholding of taxes as such Bank shall determine are payable by, or withheld from, such Bank in respect of such amounts so paid to or on behalf of such Bank pursuant to the preceding sentence and in respect of any amounts paid by to or on behalf of such LenderBank pursuant to this sentence. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes, or any withholding or deduction on account thereof, Taxes is due pursuant to applicable law certified copies of tax receipts, or other evidence reasonably satisfactory to the respective Lender, receipts evidencing such payment by the Borrower. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide to the Borrower and the Administrative Agent on or prior to the Closing Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Section), on or prior to the date of such assignment or transfer to such Lender, and from time to time thereafter if required by the Borrower or the Administrative Agent two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP or W-8IMY (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the payment) certifying to such Lender’s entitlement to exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this Agreement, any Note or any other Loan Document, along with any other appropriate documentation establishing such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest). In addition, each Lender agrees that from time to time after the Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service form establishing such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest) and any related documentation as may be required to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax if the Lender continues to be so entitled. No Lender shall be required by this Section 3.03(b) to deliver a form or certificate that it is not legally entitled to deliver. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(b). The Borrower agrees to pay additional amounts and indemnify each Lender in the manner set forth in Section 3.03(a) in respect of any Taxes deducted or withheld by it as a result of any changes after the date such Lender becomes party to this Agreement in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender or Administrative Agent that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed by applicable law, to the Borrower and the Administrative Agent (as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 or any successor form, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c). (d) If any Lender, in its reasonable discretion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes as to which indemnification has been paid by the Borrower pursuant to this Section 3.03, it shall promptly remit such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses to the Borrower; provided, however, that the Borrower agrees to promptly return any such refund (plus interest) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refund.the

Net Payments. (a) Except as provided for in Section 3.03(b), all payments made by the Borrower hereunder, under any Note or any other Loan Document, including all payments made by the Borrower pursuant to its guaranty obligations under Section 2.15Article X, will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, with respect to the Administrative Agentexcept as provided in this Section 3.03(a), any Lender, or any other recipient of any payment made by the Borrower hereunder, (i) any tax imposed on or measured by the net income or net profits of such Person 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 in which it is otherwise doing business or any subdivision thereof or therein, and (ii) any branch profits or similar taxes imposed by any jurisdiction in which such Person is 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 Lender, or any other recipient of any payment made by the Borrower hereunder (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under any Note or under any other Loan Document, after withholding or deduction for or on account of any Taxes will not be less than the amount provided for herein or in such Note or in such other Loan Document. The Borrower will indemnify and hold harmless any the Administrative Agent and each Lender, and reimburse the Administrative Agent or such Lender upon its written request, for the amount of any Taxes imposed on and paid by such Lender. If any amounts are payable in respect of Taxes pursuant to this Section 3.03(a), the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for Taxes and for any withholding of such Taxes as such Lender shall determine are payable by, or withheld from, such Lender in respect of such reimbursement of such Taxes, 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 reasonably satisfactory to the respective Lender, evidencing such payment by the Borrower. (b) Each Lender that is not a United States person Person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide to the Borrower and the Administrative Agent on or prior to the Closing Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Section), on or prior to the date of such assignment or transfer to such Lender, and from time to time thereafter if required by the Borrower or the Administrative Agent two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP or W-8IMY (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the payment) certifying to such Lender’s entitlement to exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this Agreement, any Note or any other Loan Document, along with any other appropriate documentation establishing such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest). In addition, each Lender agrees that from time to time after the Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service form establishing such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest) and any related documentation as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax if the Lender continues to be so entitled. No Lender shall be required by this Section 3.03(b) to deliver a form or certificate that it is not legally entitled to deliver. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(b). The Borrower agrees to pay additional amounts and indemnify each Lender in the manner set forth in Section 3.03(a) in respect of any Taxes deducted or withheld by it as a result of any changes after the date such Lender becomes party to this Agreement in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender or Administrative Agent that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed by applicable law, to the Borrower and the Administrative Agent (as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 or any successor form, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c). (d) If any Lender, in its reasonable discretion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes as to which indemnification has been paid by the Borrower pursuant to this Section 3.03, it shall promptly remit such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses to the Borrower; provided, however, that the Borrower agrees to promptly return any such refund (plus interest) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refund.to

Net Payments. (a) All payments made by any Credit Party hereunder and under any Note will be made without setoff, counterclaim or other defense. Except as provided for in Section 3.03(b4.04(b), all such payments made by the Borrower hereunder, under any Note or any other Loan Document, including all payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, with respect to the Administrative Agent, excluding any Lender, or any other recipient of any payment made by the Borrower hereunder, (iExcluded Taxes) any tax imposed on or measured by the net income or net profits of such Person 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 in which it is otherwise doing business or any subdivision thereof or therein, and (ii) any branch profits or similar taxes imposed by any jurisdiction in which such Person is 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 Lender, or any other recipient of any payment made by the Borrower hereunder (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges charges, including any interest, additions to tax or penalties applicable thereto, being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, the Borrower agrees Credit Parties agree to pay the full amount of such Taxes Taxes, and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under any Note this Agreement or under any other Loan DocumentNote, after withholding or deduction for or on account of any Taxes Taxes, will not be less than the amount provided for herein or in such Note or in such other Loan DocumentNote. The Borrower will indemnify Credit Parties 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. 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 hold harmless any Lender within fifteen (15) Business Days of receipt of the written request of such Agent or such Lender, and reimburse 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 upon its written request, for pursuant to the amount two preceding sentences and in respect of any Taxes imposed amounts paid to or on and paid by behalf of such LenderAgent or such Lender pursuant to this sentence. The Borrower applicable Credit Party will furnish to the Administrative Agent within 45 forty-five (45) days after the date the payment of any Taxes, or any withholding or deduction on account thereof, Taxes is due pursuant to applicable law certified copies of tax receipts, receipts or other evidence documentation reasonably satisfactory to the respective Lender, 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 Borroweramount 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. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) (a “Foreign Lender”) for U.S. federal income tax Tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide deliver to the Borrower and the Administrative Agent on or prior to the Closing DateEffective Date or, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 12.04(b) or otherwise (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Sectiontransfer), on or prior to the date of such assignment or transfer to such Lender, and from time to time thereafter if required by the Borrower or the Administrative Agent as applicable, (i) two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, IRS Form W-8ECI, W-8EXP or IRS Form W-8IMY (together with any applicable underlying forms) IRS Form W-8BEN or successor, substitute IRS Form W-8BEN-E (or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the paymentsuccessor forms) certifying to such Lender’s entitlement as of such date to a complete exemption from or a reduced rate of withholding of United States withholding tax Tax with respect to payments to be made under this AgreementAgreement and under any Note, any Note or any other Loan Document, along with any other appropriate documentation establishing such (ii) in the case of a Foreign Lender claiming exemption from or reduction (such as statements certifying qualification for exemption in U.S. federal withholding Tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest,” two accurate and complete signed copies of IRS Form W-8BEN or IRS Form W-8BEN-E (or successor forms) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding Tax with respect to payments of interest to be made under this Agreement and under any Note, a certificate substantially in the form of Exhibit D (any such certificate, a “Section 4.04(b)(ii) Certificate”) representing that such Foreign Lender (1) is not a bank for purposes of Section 881(c)(3)(A) of the Code, (2) is not a 10 percent shareholder of the Borrower or any of its Subsidiaries (within the meaning of Section 881(c)(3)(B) of the Code), and (3) is not a controlled foreign corporation related to the Borrower or any of its Subsidiaries (within the meaning of Section 881(c)(3)(C) of the Code). In addition, each Lender agrees that from time to time after the Closing Effective Date, when a lapse in time or change in circumstances renders any of the previous certification certifications obsolete or inaccurate in any material respect, it (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), such Lender will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service form establishing such exemption IRS Form W-8ECI, IRS Form W-8IMY, IRS Form W-8BEN or reduction IRS Form W-8BEN-E (such as statements certifying qualification for exemption with respect to the benefits of any income tax treaty), or IRS Form W-8BEN or IRS Form W-8BEN-E (with respect to the portfolio interestinterest exemption) and any related documentation a Section 4.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax if the Lender continues Tax with respect to be so entitled. No payments under this Agreement and any Note, or such Lender shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate, in which case such Lender shall not be required by to deliver any such Form or Certificate pursuant to this Section 3.03(b4.04(b). Notwithstanding anything to the contrary contained in Section 4.04(a), but subject to Section 12.04(b) and the immediately succeeding sentence, (x) the Borrower and the Administrative Agent shall be entitled, to deliver a form or certificate that the extent it is required to do so by law, to deduct or withhold income or similar Taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees or other amounts payable hereunder for the account of any Foreign Lender for U.S. federal income tax purposes to the extent that such Lender has not legally entitled provided to deliver. The the Borrower and the Administrative Agent IRS Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 3.03(a4.04(a) to pay additional amounts on account gross-up payments to be made to a Lender in respect of income or indemnify with respect similar Taxes imposed by the United States if (i) such Lender has not provided to Taxes the Borrower and the Administrative Agent the IRS Forms and other documentation required to be provided to the Borrower and the Administrative Agent pursuant to this Section 4.04(b) that establish a complete exemption from such deduction or withholding or (ii) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such Taxes arise solely due forms and other documentation do not establish a complete exemption from withholding of such Taxes. Notwithstanding anything to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under the contrary contained in the preceding sentence or elsewhere in this Section 3.03(b4.04 and except as set forth in Section 12.04(b). The , the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 3.03(a4.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any Taxes amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the date such Lender becomes party to this Agreement Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar such Taxes. (c) If a payment made to a Lender under any Credit 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 clause (c), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. (d) Each Lender or Administrative Agent that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) (a “U.S. Lender”) for U.S. federal income tax purposes shall agrees to deliver at the time(s) and in the manner(s) prescribed by applicable law, to the Borrower and the Administrative Agent on or prior to the Effective Date or, in the case of a U.S. Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 12.04(b) or otherwise (unless the respective U.S. Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such U.S. Lender, as applicable), a properly completed two accurate and duly executed Internal Revenue Service complete signed copies of IRS Form W-9 or any successor form, certifying that as to such Person is exempt U.S. Lender’s entitlement to full exemption from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of Tax, or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c)any successor forms. (de) If any Lenderthe Administrative Agent, the Collateral Agent or a Lender determines, in its reasonable sole discretion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes as to which indemnification it has been paid indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 3.034.04, it shall promptly remit pay to the Borrower an amount equal to such refund (including any interest received in but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 4.04 with respect thereofto the Taxes giving rise to such refund), net of all out-of-pocket costs expenses (including Taxes) of the Administrative Agent, the Collateral Agent or such Lender, as the case may be, and expenses without interest (other than any interest paid by the relevant Governmental Authority with respect to the Borrowersuch refund); provided, however, that the Borrower Borrower, upon the request of the Administrative Agent, the Collateral Agent or such Lender, agrees to promptly return any such refund repay the amount paid over to the Borrower (plus interestany penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, the Collateral Agent or such Lender in the event the Administrative Agent, the Collateral Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the relevant taxing authority. Any contrary in this paragraph (e), in no event will the Administrative Agent, the Collateral Agent or a Lender be required to pay any amount pursuant to this paragraph (e) the payment of which would place the Administrative Agent, the Collateral Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, the Collateral Agent or such Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section 4.04 shall provide not be construed to require the Borrower with a copy of any notice of assessment from Administrative Agent, the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on Collateral Agent or any Lender to apply for make available its tax returns (or any such refundother information relating to its Taxes which it deems confidential) to the Borrower or any other Person.

Net Payments. (a) Except as provided for in Section 3.03(b), all All payments made by the Borrower hereunder, Comercial and Vitrocrisa hereunder or under any Note will be made without setoff, counterclaim or any other Loan Document, including all defense. All such payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will be made free and clear of, and without deduction or withholding for, any present or future taxes, value-added taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, with respect to the Administrative Agent, any Lender, or any other recipient of any payment made by the Borrower hereunder, (i) any tax imposed on or measured by the net in all cases excluding income or net profits of such Person 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 in which it is otherwise doing business or any subdivision thereof or therein, and (ii) any branch profits or similar taxes imposed by any jurisdiction in which such Person is locatedtaxes) and all interest, penalties or similar liabilities with respect thereto (collectively, "Additional Costs"); provided, however, that anything herein contained to such non-excluded taxesthe contrary notwithstanding, levies imposts, duties, fees, assessments or other charges other than those resulting from the gross negligence or willful misconduct Comercial and Vitrocrisa shall not be required to pay withholding taxes in excess of the Administrative Agent, any Lender, amount of withholding taxes that would be payable by a financial institution that is both (i) a resident of a country with which Mexico has entered into a treaty for the avoidance of double taxation which is in effect in such country and (ii) registered with the SHCP for purposes of Article 195(I) of the Mexican Income Tax Law (or any other recipient of any payment made by the Borrower hereunder (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”successor provision). Such withholding tax rate is currently 4.9%. If any Taxes Additional Costs are so levied required by Law to be deducted or imposedwithheld from, or in respect of, any sum payable hereunder, each of Comercial and Vitrocrisa, as the Borrower case may be, agrees to pay pay, subject to the proviso in the immediately foregoing sentence, the full amount of such Taxes Additional Costs and such other additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under any Note hereunder or under any other Loan DocumentNote, after withholding or deduction for or on account of any Taxes Additional Costs, will not be less than the amount provided for herein or in such Note Note. Subject to the proviso in the first sentence of this Section 4.4, Comercial or Vitrocrisa, as the case may be, will furnish to the Administrative Agent within sixty (60) days after the date the payment of any Additional Costs is due pursuant to applicable law copies of tax forms evidencing such payment by Comercial or Vitrocrisa, duly stamped by or on behalf of the Ministry of Finance and Public Credit of Mexico (the "SHCP") or any other applicable Government Agency. Subject to the proviso in such other Loan Document. The Borrower the first sentence of this Section 4.4, each of Comercial and Vitrocrisa, as the case may be, will indemnify and hold harmless any each Lender, and reimburse such Lender promptly upon its written request, for the amount of any Taxes Additional Costs or other taxes described above which are levied or imposed on and paid by such Lender. 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 reasonably satisfactory to the respective Lender, evidencing such payment by the Borrower. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide to the Borrower and the Administrative Agent on or prior to the Closing Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Section), on or prior to the date of such assignment or transfer to such Lender, and from time to time thereafter if required by the Borrower or the Administrative Agent two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP or W-8IMY (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the payment) certifying to such Lender’s entitlement to exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this Agreement, any Note or any other Loan Document, along with any other appropriate documentation establishing such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest). In addition, each Lender agrees that from time to time after the Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service form establishing such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest) and any related documentation as may be required to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax if the Lender continues to be so entitled. No Lender shall be required by this Section 3.03(b) to deliver a form or certificate that it is not legally entitled to deliver. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(b). The Borrower agrees to pay additional amounts and indemnify each Lender in the manner set forth in Section 3.03(a) in respect of any Taxes deducted or withheld by it as a result of any changes after the date such Lender becomes party to this Agreement in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender or Administrative Agent that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed by applicable law, to the Borrower and the Administrative Agent (as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 or any successor form, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c). (d) If any Lender, in its reasonable discretion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes as to which indemnification has been paid by the Borrower pursuant to this Section 3.03, it shall promptly remit such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses to the Borrower; provided, however, that the Borrower agrees to promptly return any such refund (plus interest) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refund.

Net Payments. (a) Except as provided for in Section 3.03(b), all All payments made by the Borrower hereunder, under any Note or any other Loan Credit Document, including will be made without setoff, counterclaim or other defense. Except as provided for in section 5.4(b), all such payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, with respect to except as provided in the Administrative Agentsecond succeeding sentence, any Lendertax, or any other recipient of any payment made by the Borrower hereunder, (i) any tax imposed on or measured by the net income or net profits of such Person and franchise taxes imposed on it 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 LenderLender is located, as applicable, is located or in which it is otherwise doing business or any subdivision thereof or therein, and (ii) any branch profits or similar taxes imposed by any jurisdiction in which such Person is located) and all interest, penalties or similar liabilities with respect to such non-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 Lender, or any other recipient of any payment made by the Borrower hereunder (all such non-excluded taxes, nonexcluded taxes levies, imposts, duties, fees, fees assessments or other charges being referred to collectively as “Taxes”"TAXES"). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under any Note or under any other Loan Credit Document, after withholding or deduction for or on account of any Taxes will not be less than the amount provided for herein or in such Note or in such other Loan Credit Document. The If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower will indemnify and hold harmless any agrees to reimburse each Lender, and reimburse upon the written request of such Lender upon its written request, for taxes imposed on or measured by the amount 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 Taxes 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 LenderLender 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 reasonably satisfactory to the respective Lender, evidencing such payment by the Borrower. The Borrower will indemnify and hold harmless the Administrative Agent and each Lender, and reimburse the Administrative Agent or such Lender upon its written request, for the amount of any Taxes so levied r imposed and paid or withheld by such Lender. (b) Each Lender that is not a United States person (as such term is defined in Section section 7701(a)(30) of the Code) for federal Federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide to the Borrower and the Administrative Agent on or prior to the Closing Effective Date, or in the case cases of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 section 12.4 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Sectionsection 5.4(b)), on or prior to the date of such assignment or transfer to such Lender, and from time to time thereafter if required by the Borrower or the Administrative Agent (i) two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP Form 4224 or W-8IMY 1001 (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the paymentsuccessor forms) certifying to such Lender’s 's entitlement to a complete exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this Agreement, any Note or any other Loan Credit Document, along with or (ii) if the Lender is not a "bank" within the meaning of section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit F (any other appropriate documentation establishing such certificate, a "SECTION 5.4(b)(ii) CERTIFICATE") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8 (or successor form) certifying to such Lender's entitlement to a complete exemption or reduction (such as statements certifying qualification for exemption from United States withholding tax with respect to portfolio interest)payments of interest to be made under this Agreement, any Note or any other Credit Document. In addition, each Lender agrees that from time to time after the Closing Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service form establishing Form 4224 or 1001, or Form W-8 and a Section 5.4(b)(ii) Certificate, as the case may be, and such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest) and any related documentation other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax if with respect to payments under this Agreement, any Note or any other Credit Document, or it shall immediately notify the Lender continues Borrower and the Administrative Agent of its inability to be so entitled. No deliver any such Form or Certificate, in which case such Lender shall not be required by this Section 3.03(b) to deliver a form any such Form or certificate that Certificate pursuant to this section 5.4(b). Notwithstanding anything to the contrary contained in section 5.4(a), but subject to section 12.4(b) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or other similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Lender which is not legally entitled a United States person (as such term is defined in section 7701(a)(30) of the Code) for United States federal income tax purposes and which has not provided to deliver. The the Borrower such forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 3.03(asection 5.4(a) hereof to pay gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States or any additional amounts on account of or indemnify with respect thereto (I) if such Lender has not provided to Taxes the Borrower the Internal Revenue Service forms required to be provided to the Borrower pursuant to this section 5.4(b) or (II) in the case of a payment other than interest, to a Lender described in clause (ii) above, to the extent that such Taxes arise solely due forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under the contrary contained in the preceding sentence or elsewhere in this Section 3.03(bsection 5.4 and except as specifically provided for in section 12.4(b). The , the Borrower agrees to pay additional amounts and indemnify each Lender in the manner set forth in Section 3.03(asection 5.4(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any Taxes deducted or withheld by it as described in the previous sentence as a result of any changes after the date such Lender becomes party to this Agreement Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender or Administrative Agent that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed by applicable law, to the Borrower and the Administrative Agent (as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 or any successor form, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c). (d) If any Lender, in its reasonable discretionsole opinion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes paid as to which indemnification has been paid by the Borrower pursuant to this Section 3.03section, it shall promptly remit such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses to the Borrowerexpenses; provided, howeverPROVIDED, that the Borrower agrees to promptly return any such refund (plus interest, if previously paid to the Borrower with the refund) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refund. (d) Reference is hereby made to the provisions of section 2.8(d) for certain limitations upon the rights of a Lender under this section. 42

Net Payments. (a) Except as provided for in Section 3.03(b), all All payments made by the Borrower hereunderhereunder or under the Note will be made without setoff, under any Note counterclaim or any other Loan Documentdefense; provided, including all further, that for the purpose of this Section 3.04(a), "payment" shall be deemed to include, without limitation, the issuance of UTC Common Stock. All such payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, with respect to except as provided in the Administrative Agentsecond succeeding sentence, any Lender, or any other recipient of any payment made by the Borrower hereunder, (i) any tax imposed on or measured by the net income or net profits of such Person and franchise taxes imposed on it the Lender pursuant to the laws of the jurisdiction under in which such Lender it is organized or the jurisdiction in which the principal office or Applicable Lending Office of such Lender, as applicable, the Lender is located or in which it is otherwise doing business or any subdivision thereof or therein, and (ii) any branch profits or similar taxes imposed by any jurisdiction in which such Person is located) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies levies, imposts, duties, fees, assessments or other charges other than those resulting from the gross negligence or willful misconduct of the Administrative Agent, any Lender, or any other recipient of any payment made by the Borrower hereunder (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “"Taxes”"). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes Taxes, and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under any Note this Agreement or under any other Loan Documentthe Note, after withholding or deduction for or on account of any Taxes Taxes, will not be less than the amount provided for herein or in such Note the Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse the Lender, within three Business Days after the written request of the Lender, for taxes imposed on or measured by the net income or profits of the Lender pursuant to the laws of the jurisdiction in which the Lender is organized or in which the principal office or applicable lending office of the Lender is located or under the laws of any political subdivision or taxing authority of any such other Loan Documentjurisdiction in which the Lender is organized or in which the principal office or applicable lending office of the Lender is located and for any withholding of taxes as the Lender shall determine are payable by, or withheld from, the Lender, in respect of such amounts so paid to or on behalf of the Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of the Lender pursuant to this sentence. The Borrower will furnish to the Lender 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 any the Lender, and reimburse such the Lender upon within three Business Days after its written request, for the amount of any Taxes so levied or imposed on and paid by such the Lender. 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 reasonably satisfactory to the respective Lender, evidencing such payment by the Borrower. (b) Each If the Borrower pays any additional amount under this Section 3.04 to the Lender and the Lender determines in its sole discretion that is not a United States person (as such term is defined it has actually received or realized in Section 7701(a)(30) of the Code) for federal income tax purposes and that is entitled to claim an exemption from connection therewith any refund or any reduction of, or credit against, its Tax liabilities in United States withholding tax or with respect to the taxable year in which the additional amount is paid (a payment by Borrower agrees to provide "Tax Benefit"), the Lender shall pay to the Borrower and an amount that the Administrative Agent on or prior Lender shall, in its sole discretion, determine is equal to the Closing Datenet benefit, or after tax, which was obtained by the Lender in such year as a consequence of such Tax Benefit; provided, however, that (i) the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer and such Lender is may determine in compliance its sole discretion consistent with the provisions of this Section), on or prior to the date of such assignment or transfer to such Lender, and from time to time thereafter if required by the Borrower or the Administrative Agent two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP or W-8IMY (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners policies of the paymentLender whether to seek a Tax Benefit, (ii) certifying to such Lender’s entitlement to exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this Agreement, any Note or any other Loan Document, along with any other appropriate documentation establishing such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest). In addition, each Lender agrees Taxes that from time to time after the Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service form establishing such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest) and any related documentation as may be required to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax if are imposed on the Lender continues to be so entitled. No Lender shall be required by this Section 3.03(b) to deliver a form or certificate that it is not legally entitled to deliver. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(b). The Borrower agrees to pay additional amounts and indemnify each Lender in the manner set forth in Section 3.03(a) in respect of any Taxes deducted or withheld by it as a result of a disallowance or reduction (including through the expiration of any changes after the date tax carryover or carryback of such Lender becomes party to this Agreement in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender or Administrative Agent that is a United States person (as such term is defined in Section 7701(a)(30otherwise would not have expired) of the Code) for federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed by applicable law, to the Borrower and the Administrative Agent (as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 or any successor form, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify Tax Benefit with respect to Taxes which the Lender has made a payment to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c). (d) If any Lender, in its reasonable discretion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes as to which indemnification has been paid by the Borrower pursuant to this Section 3.033.04(b) shall be treated as a Tax for which the Borrower is obligated to indemnify the Lender pursuant to this Section 3.04 without any exclusions or defenses, it (iii) nothing in this Section 3.04(b) shall promptly remit such refund require the Lender to disclose any confidential information to the Borrower (including any interest received in respect thereofincluding, without limitation, the Lender's tax returns), net of all out-of-pocket costs and expenses (iv) the Lender shall not be required to the Borrower; provided, however, that pay the Borrower agrees any amounts pursuant to promptly return this Section 3.04(b) at any such refund (plus interest) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with time that a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refundSpecified Default exists.

Net Payments. (a) Except as provided for in Section 3.03(b), all All payments made by the Borrower hereunder, or any ------------ Guarantor hereunder or under any Note or any Guarantee will be made without setoff, counterclaim or other Loan Documentdefense. Except as provided in Section 5.06(b), including all such payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction Governmental Authority or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, with respect to except as provided in the Administrative Agentsecond succeeding sentence, any Lender, or any other recipient of any payment made by the Borrower hereunder, (i) any tax imposed on or measured by the net income or net profits of such Person and franchise taxes imposed on it a Lender pursuant to the laws of the jurisdiction under in which such Lender it is organized or the jurisdiction in which the principal office or Applicable Lending Office of such Lender, as applicable, Lender is located or any jurisdiction in which it is otherwise doing such Lender conducts business or any subdivision thereof or therein, and (ii) any branch profits or similar taxes imposed by any jurisdiction in which such Person is 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 Lender, or any other recipient of any payment made by the Borrower hereunder thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “"Covered Taxes”"). If any ------------- Covered Taxes are so levied or imposed, Borrower and each Guarantor, as the Borrower case may be, agrees to pay the full amount of such Taxes Covered Taxes, and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunderunder this Agreement, under any Note the Guarantees or under any other Loan DocumentNote, after withholding or deduction for or on account of any Taxes Covered Taxes, will not be less than the amount provided for herein or in such Note Note. If any amounts are payable in respect of Covered Taxes pursuant to the preceding sentence, Borrower and each Guarantor agrees on a joint and several basis 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 other Loan DocumentLender 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. The Borrower and each Guarantor, as the case may be, 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 evidencing such payment by Borrower or any Guarantor. Borrower and the Guarantors agree to jointly and severally indemnify and hold harmless any each Lender, and reimburse such Lender upon its written request, for the amount of any Covered Taxes so levied or imposed on and paid by such Lender. The Borrower will furnish Lender and any liability (including penalties, additions to the Administrative Agent within 45 days after the date the payment of any Taxestax, interest and expenses) arising therefrom or any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts, or other evidence reasonably satisfactory to the respective Lender, evidencing such payment by the Borrowerwith respect thereto. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to (a payment by Borrower "Non-U.S. Lender") agrees to provide ------ deliver to the Borrower and the Administrative Agent on or prior to the Closing DateDate or, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 12.06 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Section), on or prior to the date of such assignment or transfer to such Lender, and from time to time thereafter if required by the Borrower or the Administrative Agent two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP or W-8IMY (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the payment) certifying to such Lender’s entitlement to exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this Agreement, any Note or any other Loan Document, along with any other appropriate documentation establishing such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest). In addition, each Lender agrees that from time to time after the Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service form establishing such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest) and any related documentation as may be required to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax if the Lender continues to be so entitled. No Lender shall be required by this Section 3.03(b) to deliver a form or certificate that it is not legally entitled to deliver. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(b). The Borrower agrees to pay additional amounts and indemnify each Lender in the manner set forth in Section 3.03(a) in respect of any Taxes deducted or withheld by it as a result of any changes after the date such Lender becomes party to this Agreement in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender or Administrative Agent that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed by applicable law, to the Borrower and the Administrative Agent (as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 or any successor form, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c). (d) If any Lender, in its reasonable discretion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes as to which indemnification has been paid by the Borrower pursuant to this Section 3.03, it shall promptly remit such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses to the Borrower; provided, however, that the Borrower agrees to promptly return any such refund (plus interest) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refund.immediately

Net Payments. (a) Except as provided for in Section 3.03(b), all All payments made by the Borrower hereunder, under any Note or any other Loan Credit Document, including will be made without setoff, counterclaim or other defense. Except as provided for in section 5.4(b), all such payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, with respect to except as provided in the Administrative Agentsecond succeeding sentence, any Lendertax, or any other recipient of any payment made by the Borrower hereunder, (i) any tax imposed on or measured by the net income or net profits of such Person and franchise taxes imposed on it 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, as applicable, Lender is located or in which it is otherwise doing business or any subdivision thereof or therein, and (ii) any branch profits or similar taxes imposed by any jurisdiction in which such Person is located) and all interest, penalties or similar liabilities with respect to such non-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 Lender, or any other recipient of any payment made by the Borrower hereunder (all such non-excluded taxes, nonexcluded taxes levies, imposts, duties, fees, fees assessments or other charges being referred to collectively as “Taxes”"TAXES"). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under any Note or under any other Loan Credit Document, after withholding or deduction for or on account of any Taxes will not be less than the amount provided for herein or in such Note or in such other Loan Credit Document. The If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower will indemnify and hold harmless any agrees to reimburse each Lender, and reimburse upon the written request of such Lender upon its written request, for taxes imposed on or measured by the amount 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 Taxes 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 LenderLender 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 reasonably satisfactory to the respective Lender, evidencing such payment by the Borrower. The Borrower will indemnify and hold harmless the Administrative Agent and each Lender, and reimburse the Administrative Agent or such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid or withheld by such Lender. (b) Each Lender that is not a United States person (as such term is defined in Section section 7701(a)(30) of the Code) for federal Federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide to the Borrower and the Administrative Agent on or prior to the Closing Effective Date, or in the case cases of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 section 12.4 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Sectionsection 5.4(b)), on or prior to the date of such assignment or transfer to such Lender, and from time to time thereafter if required by the Borrower or the Administrative Agent (i) two accurate and complete original signed copies of Internal Revenue Service Forms Form W-8BEN, W-8ECI, W-8EXP 4224 or W-8IMY 1001 (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the paymentsuccessor forms) certifying to such Lender’s 's entitlement to a complete exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this Agreement, any Note or any other Loan Credit Document, along with or (ii) if the Lender is not a "bank" within the meaning of section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8BEN, 1001 or 4224 pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit F (any other appropriate documentation establishing such certificate, a "SECTION 5.4(b)(ii) CERTIFICATE") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8 (or successor form) certifying to such Lender's entitlement to a complete exemption or reduction (such as statements certifying qualification for exemption from United States withholding tax with respect to portfolio interest)payments of interest to be made under this Agreement, any Note or any other Credit Document. In addition, each Lender agrees that from time to time after the Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service form establishing such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest) and any related documentation as may be required to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax if the Lender continues to be so entitled. No Lender shall be required by this Section 3.03(b) to deliver a form or certificate that it is not legally entitled to deliver. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(b). The Borrower agrees to pay additional amounts and indemnify each Lender in the manner set forth in Section 3.03(a) in respect of any Taxes deducted or withheld by it as a result of any changes after the date such Lender becomes party to this Agreement in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender or Administrative Agent that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed by applicable law, to the Borrower and the Administrative Agent (as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 or any successor form, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c). (d) If any Lender, in its reasonable discretion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes as to which indemnification has been paid by the Borrower pursuant to this Section 3.03, it shall promptly remit such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses to the Borrower; provided, however, that the Borrower agrees to promptly return any such refund (plus interest) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refund.the

Net Payments. (a) Except as provided for in Section 3.03(b), all All payments made by the Borrower hereunder, hereunder or under any Note will be made without setoff, counterclaim or any other Loan Documentdefense. Except as provided in Section 4.04(b), including all such payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, with respect to except as provided in the Administrative Agentsecond succeeding sentence, any Lender, or any other recipient of any payment made by the Borrower hereunder, (i) any tax imposed on or measured by the net income or net profits of such Person and franchise taxes imposed on it a Bank pursuant to the laws of the jurisdiction under in which such Lender it is organized or the jurisdiction in which the principal office or Applicable Lending Office applicable lending office of such Lender, as applicable, Bank is located or in which it is otherwise doing business or any subdivision thereof or therein, and (ii) any branch profits or similar taxes imposed by any jurisdiction in which such Person is 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 Lender, or any other recipient of any payment made by the Borrower hereunder thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes Taxes, and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under any Note this Agreement or under any other Loan DocumentNote, after withholding or deduction for or on account of any Taxes Taxes, will not be less than the amount provided for herein or in such Note or Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Bank, upon the written request of such other Loan Document. The Borrower will indemnify and hold harmless any Lender, and reimburse such Lender upon its written requestBank, for taxes imposed on or measured by the amount net income or net profits of such Bank pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Bank is located or under the laws of any Taxes imposed political subdivision or taxing authority of any such jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Bank is located and for any withholding of taxes as such Bank shall determine are payable by, or withheld from, such Bank in respect of such amounts so paid to or on behalf of such Bank pursuant to the preceding sentence and in respect of any amounts paid by to or on behalf of such LenderBank pursuant to this sentence. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes, or any withholding or deduction on account thereof, Taxes is due pursuant to applicable law certified copies of tax receipts, or other evidence reasonably satisfactory to the respective Lender, 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. (b) Each Lender Bank that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide deliver to the Borrower and the Administrative Agent on or prior to the Closing Effective Date, or in the case of a Lender Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 1.13 or 12.04 (unless the respective Lender Bank was already a Lender Bank hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Sectiontransfer), on or prior to the date of such assignment or transfer to such LenderBank, and from time to time thereafter if required by the Borrower or the Administrative Agent (i) two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP Form W-8ECI or W-8IMY W-8BEN (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the paymentsuccessor forms) certifying to such LenderBank’s entitlement as of such date to a complete exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this AgreementAgreement and under any Note, or (ii) if the Bank is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or W-8BEN pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit C (any Note such certificate, a “Section 4.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (or any other Loan Document, along with any other appropriate documentation establishing successor form) certifying to such Bank’s entitlement to a complete exemption or reduction (such as statements certifying qualification for exemption from United States withholding tax with respect to portfolio interest)payments of interest to be made under this Agreement and under any Note. In addition, each Lender Bank agrees that from time to time after the Closing Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service form establishing Form W-8ECI or W-8BEN and a Section 4.04(b)(ii) Certificate, as the case may be, and such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest) and any related documentation other forms as may be required in order to confirm or establish the entitlement of such Lender Bank to a continued exemption from or reduction in United States withholding tax if with respect to payments under this Agreement and any Note, or it shall immediately notify the Lender continues Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate in which case such Bank shall not be so entitledrequired to deliver any such Form or Certificate pursuant to this Section 4.04(b). No Lender Notwithstanding anything to the contrary contained in Section 4.04(a), but subject to Section 12.04(b) and the immediately succeeding sentence, (x) the Borrower shall be required by this Section 3.03(b) entitled, to deliver a form or certificate that the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Bank which is not legally entitled a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to deliver. The the extent that such Bank has not provided to the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 3.03(a4.04(a) hereof to pay additional amounts on account gross-up payments to be made to a Bank in respect of income or indemnify with respect similar taxes imposed by the United States if (I) such Bank has not provided to Taxes the Borrower the Internal Revenue Service Forms required to be provided to the Borrower pursuant to this Section 4.04(b) or (II) in the case of a payment, other than interest, to a Bank described in clause (ii) above, to the extent that such Taxes arise solely due Forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under the contrary contained in the preceding sentence or elsewhere in this Section 3.03(b4.04 and except as set forth in Section 12.04(b). The , the Borrower agrees to pay additional amounts and to indemnify each Lender Bank in the manner set forth in Section 3.03(a4.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any Taxes amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the date such Lender becomes party to this Agreement Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender or Administrative Agent that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed by applicable law, to the Borrower and the Administrative Agent (as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 or any successor form, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c). (d) If any Lender, in its reasonable discretion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes as to which indemnification has been paid by the Borrower pursuant to this Section 3.03, it shall promptly remit such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses to the Borrower; provided, however, that the Borrower agrees to promptly return any such refund (plus interest) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refund.

Net Payments. (a) All payments made by any Credit Party under any Credit Document (including, in the case of Holdings or the U.S. Borrower, in its capacity as a guarantor pursuant to Section 14 or 15, as the case may be) or under any Note will be made without setoff, counterclaim or other defense. Except as provided for in Section 3.03(b4.04(b), all such payments made by the Borrower hereunder, under any Note or any other Loan Document, including all payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, with respect to except as provided in the Administrative Agentsecond succeeding sentence, any Lender, or any other recipient of any payment made by the Borrower hereunder, (i) any tax imposed on or measured by the net income or net profits of such Person and franchise taxes imposed on it a Lender pursuant to the laws of the jurisdiction under in which such Lender it is organized or the jurisdiction in which the principal office or Applicable Lending Office applicable lending office of such Lender, as applicable, Lender is located or in which it is otherwise doing business or any subdivision thereof or therein, and (ii) any branch profits or similar taxes imposed by any jurisdiction in which such Person is 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 Lender, or any other recipient of any payment made by the Borrower hereunder thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “"Taxes”"). If any Taxes are so levied or imposed, the respective Borrower (and any other Credit Party making the payment) agrees to pay the full amount of such Taxes Taxes, and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under any Note this Agreement or under any other Loan DocumentNote, after withholding or deduction for or on account of any Taxes Taxes, will not be less than the amount provided for herein or in such Note Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the respective 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 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 Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender in respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence, the respective Borrower (or 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 Loan DocumentCredit Party). The Borrower will Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall agree) to indemnify and hold harmless any each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed on and paid by such Lender. 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 reasonably satisfactory to the respective Lender, evidencing such payment by the Borrower. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide deliver to the U.S. Borrower and the Administrative Agent on or prior to the Closing Effective Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 1.13 or 13.04 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Sectiontransfer), on or prior to the date of such assignment or transfer to such Lender, and from time to time thereafter if required by the Borrower or the Administrative Agent (i) two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP Form W-8ECI or W-8IMY Form W-8BEN (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the paymenta complete exemption under an income tax treaty) (or successor forms) certifying to such Lender’s 's entitlement as of such date to a complete exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this AgreementAgreement and under any Note, any Note or any other Loan Document, along with any other appropriate documentation establishing such exemption (ii) if the Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or reduction Form W-8BEN (such as statements certifying qualification for exemption with respect to a complete exemption under an income tax treaty) pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a "Section 4.04(b)(ii) Certificate") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest)interest exemption) (or successor form) certifying to such Lender's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note. In addition, each Lender agrees that from time to time after the Closing Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the U.S. Borrower and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service form establishing such exemption or reduction Form W-8ECI, Form W-8BEN (such as statements certifying qualification for exemption with respect to the benefits of any income tax treaty), or Form W-8BEN (with respect to the portfolio interestinterest exemption) and any related documentation a Section 4.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax if with respect to payments under this Agreement and any Note, or it shall immediately notify the Lender continues U.S. Borrower and the Administrative Agent of its inability to be so entitled. No deliver any such Form or Certificate, in which case such Lender shall not be required by to deliver any such Form or Certificate pursuant to this Section 3.03(b4.04(b). Notwithstanding anything to the contrary contained in Section 4.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the U.S. Borrower shall be entitled, to deliver a form or certificate that the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable by the U.S. Borrower hereunder for the account of any Lender which is not legally entitled a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to deliver. The the extent that such Lender has not provided to the U.S. Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the U.S. Borrower shall not be obligated pursuant to Section (a) hereof to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the U.S. Borrower the Internal Revenue Service Forms required to be provided to the U.S. Borrower pursuant to this Section 3.03(a4.04(b) or (II) in the case of a payment, other than interest, to pay additional amounts on account of or indemnify with respect to Taxes a Lender described in clause (ii) above, to the extent that such Taxes arise solely due forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under the contrary contained in the preceding sentence or elsewhere in this Section 3.03(b4.04 and except as set forth in Section 13.04(b). The , the Borrower agrees to pay additional amounts and to indemnify each Lender in the manner set forth in Section 3.03(a4.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any Taxes amounts deducted or withheld by it as described in the immediately preceding sentence (x) as a result of any changes after the Effective Date (or, if later, the date such Lender becomes became party to this Agreement Agreement) in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. taxes or (cy) Each Lender or Administrative Agent that is as a United States person (as such term is defined in Section 7701(a)(30) result of the Code) for federal income tax purposes shall deliver at purchase of a participation as required by Section 1.14 following the time(s) and in the manner(s) prescribed by applicable law, to the Borrower and the Administrative Agent (as applicable), occurrence of a properly completed and duly executed Internal Revenue Service Form W-9 or any successor form, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c)Sharing Event. (d) If any Lender, in its reasonable discretion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes as to which indemnification has been paid by the Borrower pursuant to this Section 3.03, it shall promptly remit such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses to the Borrower; provided, however, that the Borrower agrees to promptly return any such refund (plus interest) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refund.

Net Payments. (a) Except as provided for in Section 3.03(b), all All payments made by the Borrower or on account of any obligation of any Credit Party hereunder, under any Note or any other Loan Document, including all payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, with respect to the Administrative Agentexcept as provided in this Section 3.03(a), any Lender, or any other recipient of any payment made by the Borrower hereunder, (i) any tax imposed on or measured by the net income or net profits of such Person the Lender and franchise taxes imposed on it pursuant to the laws of the jurisdiction under which such the Lender is organized or the jurisdiction in which the principal office or Applicable Lending Office of such the Lender, as applicable, is located or in which it is otherwise doing business or any subdivision thereof or therein, and (ii) any branch profits or similar taxes imposed by any jurisdiction in which such Person is located) and all interest, penalties penalties, additions to tax 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 Lender, or any other recipient of any payment made by the Borrower hereunder (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 applicable Credit Party agrees to pay the full amount of such Taxes and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under any Note or under any other Loan Document, after withholding or deduction for or on account of any Taxes will not be less than the amount provided for herein or in such Note or in such other Loan Document. The Borrower Credit Parties will indemnify and hold harmless any the Lender, and reimburse such the Lender upon its written request, for the full amount of any Taxes imposed on and payable or paid by the Lender or required to be withheld or deducted from a payment to the Lender and any reasonable expenses arising therefrom or with respect thereto, whether or not such LenderTaxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The Borrower applicable Credit Party will furnish to the Administrative Agent Lender within 45 15 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 reasonably satisfactory to the respective Lender, evidencing such payment by the Borrower. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of If the Code) for federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide to the Borrower and the Administrative Agent on or prior to the Closing Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Section), on or prior to the date of such assignment or transfer to such Lender, and from time to time thereafter if required by the Borrower or the Administrative Agent two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP or W-8IMY (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the payment) certifying to such Lender’s entitlement to exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this Agreement, any Note or any other Loan Document, along with any other appropriate documentation establishing such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest). In addition, each Lender agrees that from time to time after the Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service form establishing such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest) and any related documentation as may be required to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax if the Lender continues to be so entitled. No Lender shall be required by this Section 3.03(b) to deliver a form or certificate that it is not legally entitled to deliver. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(b). The Borrower agrees to pay additional amounts and indemnify each Lender in the manner set forth in Section 3.03(a) in respect of any Taxes deducted or withheld by it as a result of any changes after the date such Lender becomes party to this Agreement in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender or Administrative Agent that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed by applicable law, to the Borrower and the Administrative Agent (as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 or any successor form, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c). (d) If any Lender, in its reasonable discretionsole opinion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes as to which indemnification has been paid by the Borrower pursuant to this Section 3.03, it shall promptly remit such refund (including any interest received in but only to the extent of indemnity payments made under this Section with respect thereofto the Taxes giving rise to such refund), net of all out-of-pocket costs and expenses (including Taxes) with respect to such refund and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund) to the Borrower; provided, however, that the Borrower agrees to promptly return repay any such refund (plus any penalties, interest, or other charges imposed by the relevant Governmental Authority) to such the Lender in the event such the Lender is required to repay such refund to the relevant taxing authority. Any such Notwithstanding anything to the contrary in this paragraph (b), in no event will the Lender shall provide be required to pay any amount to the Borrower pursuant to this paragraph (b) the payment of which would place the Lender in a less favorable net after-Tax position than the Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with a copy of respect to such Tax had never been paid. This paragraph shall not be construed to require Lender to make available its Tax returns (or any notice of assessment from other information relating to its Taxes that it deems confidential) to the relevant taxing authority (redacting Borrower or any unrelated confidential information contained therein) requiring repayment of such refundother Person. Nothing contained herein shall impose an obligation on any the Lender to apply for any such refund.

Net Payments. (a) Except as provided for in Section 3.03(b), all All payments made by the Borrower hereunder, hereunder or under any Note will be made without setoff, counterclaim or any other Loan Documentdefense. Except as provided in Section 4.04(b), including all such payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, with respect to the Administrative Agent, any Lender, or any other recipient of any payment made by the Borrower hereunder, (i) excluding any tax imposed on or measured by the net income or net profits of such Person and franchise taxes imposed on it a Bank pursuant to the laws of the jurisdiction under in which such Lender it is organized or the jurisdiction in which the principal office or Applicable Lending Office applicable lending office of such Lender, as applicable, Bank is located or in which it is otherwise doing business or any subdivision thereof or therein, and (ii) any branch profits or similar taxes imposed by any jurisdiction in which such Person is 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 Lender, or any other recipient of any payment made by the Borrower hereunder thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively collectively, as “"Taxes”"). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes Taxes, and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under any Note this Agreement or under any other Loan DocumentNote, after withholding or deduction for or on account of any Taxes Taxes, will not be less than the amount provided for herein or in such Note or in such other Loan DocumentNote. The Borrower will furnish to the Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower or, if the relevant taxing authority does not issue such receipts, such other evidence of payment as may be reasonably satisfactory to the Agent. The Borrower agrees to indemnify and hold harmless any Lendereach Bank, and reimburse such Lender Bank upon its written request, for the amount of any Taxes so levied or imposed on and paid by such Lender. 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 reasonably satisfactory to the respective Lender, evidencing such payment by the BorrowerBank. (b) Each Lender Bank that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal U.S. Federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide deliver to the Borrower and the Administrative Agent on or prior to the Closing Effective Date, or in the case of a Lender Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 1.13 or 13.04 (unless the respective Lender Bank was already a Lender Bank hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Section), transfer) on or prior to the date of such assignment or transfer to such LenderBank, and from time to time thereafter if required by the Borrower or the Administrative Agent (i) two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP Form 4224 or W-8IMY 1001 (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the paymentsuccessor forms) certifying to such Lender’s Bank's entitlement as of such date to a complete exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this Agreement, Agreement and under any Note or (ii) if the Bank is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any other Loan Documentsuch certificate, along with any other appropriate documentation establishing a "Section 4.04(b)(ii) Certificate") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8 (or successor form) certifying to such Bank's entitlement on the date of such certificate to a complete exemption or reduction (such as statements certifying qualification for exemption from United States withholding tax with respect to portfolio interest)payments of interest to be made under this Agreement and under any Note. In addition, each Lender Bank agrees that from time to time after the Closing Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service form establishing Form 4224 or 1001, or Form W-8 and a Section 4.04(b)(ii) Certificate, as the case may be, and such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest) and any related documentation other forms as may be required in order to confirm or establish the entitlement of such Lender Bank to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Note, or it shall immediately notify the Borrower and the Agent of its inability to deliver any such Form or Certificate. Such Bank shall not be required to deliver any such Form or Certificate pursuant to this Section 4.04(b) if such inability results from a change after the Lender continues Effective Date (or, in the case of a Bank that is not a Bank hereunder on the Effective Date, a change after the date such Bank became an assignee or a transferee of an interest hereunder) in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof. Notwithstanding anything to be so entitled. No Lender the contrary contained in Section 4.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the Borrower shall be required by this Section 3.03(b) entitled, to deliver a form or certificate that the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees or other amounts payable hereunder for the account of any Bank which is not legally entitled a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to deliver. The the extent that such Bank has not provided to the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 3.03(a4.04(a) hereof to pay additional amounts on account gross-up payments to be made to a Bank in respect of income or indemnify with respect similar taxes imposed by the United States if (I) such Bank has not provided to Taxes the Borrower the Internal Revenue Service Forms required to be provided to the Borrower pursuant to this Section 4.04(b) or (II) in the case of a payment, other than interest, to a Bank described in clause (ii) above, to the extent that such Taxes arise solely due Forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under the contrary contained in the preceding sentence or elsewhere in this Section 3.03(b4.04 and except as set forth in Section 13.04(b). The , the Borrower agrees to pay any additional amounts and to indemnify each Lender Bank in the manner set forth in Section 3.03(a4.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any Taxes deducted or withheld by it as described in the immediately preceding sentence as a result of any changes change on or after the date such Lender becomes party to this Agreement Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar such Taxes. (c) Each Lender If the Borrower pays any additional amount under this Section 4.04 to a Bank and such Bank determines in its sole discretion that it has actually received or Administrative Agent that realized in connection therewith any refund or any reduction of, or credit against, its Tax liabilities in or with respect to the taxable year in which the additional amount is paid (a United States person (as "Tax Benefit"), such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes Bank shall deliver at the time(s) and in the manner(s) prescribed by applicable law, pay to the Borrower and an amount that the Administrative Agent Bank shall, in its sole discretion, determine is equal to the net benefit, after tax, which was obtained by the Bank in such year as a consequence of such Tax Benefit; provided, however, that (i) any Bank may determine, in its sole discretion consistent with the policies of such Bank, whether to seek a Tax Benefit; (ii) any Taxes that are imposed on a Bank as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 result of a disallowance or reduction (including through the expiration of any successor form, certifying tax credit carryover or carryback of such Bank that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall otherwise would not be obligated pursuant to Section 3.03(ahave expired) to pay additional amounts on account of or indemnify any Tax Benefit with respect to Taxes which such Bank has made a payment to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c). (d) If any Lender, in its reasonable discretion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes as to which indemnification has been paid by the Borrower pursuant to this Section 3.03, it 4.04(c) shall promptly remit be treated as a Tax for which the Borrower is obligated to indemnify such refund Bank pursuant to this Section 4.04 without any exclusions or defenses; and (including iii) nothing in this Section 4.04(c) shall require the Bank to disclose any interest received in respect thereof), net of all out-of-pocket costs and expenses confidential information to the Borrower; providedBorrower (including, howeverwithout limitation, that the Borrower agrees to promptly return any such refund (plus interest) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refundits tax returns).

Net Payments. (a) Except as provided for in Section 3.03(b)All payments under this Credit Agreement, all payments made by the Borrower hereunder, under any Revolving Credit Note or any other Loan Document, including all payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will and/or a L/C Reimbursement Obligation shall be made free without set-off, counterclaim, recoupment or defense of any kind and clear ofin such amounts as may be necessary in order that all such payments, and without after deduction or withholding for, for or on account of any present or future taxes, levies, imposts, duties, fees, assessments duties or other charges of whatever whatsoever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, with respect to the Administrative Agent, any Lender, United States or any Governmental Authority, other recipient of any payment made by the Borrower hereunder, (i) than franchise taxes or any tax imposed on or measured by the gross receipts or overall net income or net profits of such Person and franchise taxes imposed on it any Lender pursuant to the income tax laws of the jurisdiction under which such Lender is organized United States or any State or any Governmental Authority, or the jurisdiction in which the where each Lender's principal office or Applicable Lending Office of such Lender, as applicable, is located or in which it is otherwise doing business or any subdivision thereof or therein(collectively "Taxes"), and (ii) any branch profits or similar taxes imposed by any jurisdiction in which such Person is 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 Lender, or any other recipient of any payment made by the Borrower hereunder (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under any Note or under any other Loan Document, after withholding or deduction of any Taxes will shall not be less than the amount provided for herein or amounts otherwise specified to be paid under this Credit Agreement and the Revolving Credit Note. A certificate as to any additional amounts payable to the Lenders under this Section 2.11 submitted to the Borrowers by the Lenders shall show 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 reasonable detail an accounting of the amount payable and the calculations used to determine in good faith such amount and shall be conclusive absent manifest or demonstrable error. Any amounts payable by the Borrowers under this Section 2.11 with respect to past payments shall be due within thirty (30) days following receipt by the Borrowers of such certificate from the Lenders; any Taxes imposed on and paid by such Lender. The Borrower will furnish amounts payable with respect to the Administrative Agent future payments shall be due within 45 thirty (30) days after the date the payment demand with such future payments. With respect to each deduction or withholding for or on account 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 reasonably satisfactory the Borrowers shall promptly furnish to the respective LenderLenders such certificates, evidencing such payment by the Borrower. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes receipts and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide to the Borrower and the Administrative Agent on or prior to the Closing Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Section), on or prior to the date of such assignment or transfer to such Lender, and from time to time thereafter if required by the Borrower or the Administrative Agent two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP or W-8IMY (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the payment) certifying to such Lender’s entitlement to exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this Agreement, any Note or any other Loan Document, along with any other appropriate documentation establishing such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest). In addition, each Lender agrees that from time to time after the Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service form establishing such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest) and any related documentation documents as may be required to confirm or establish (in the entitlement reasonable judgment of such Lender to a continued exemption from or reduction in United States withholding tax if the Lender continues to be so entitled. No Lender shall be required by this Section 3.03(bLenders) to deliver a form or certificate that it is not legally entitled to deliver. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(b). The Borrower agrees to pay additional amounts and indemnify each Lender in the manner set forth in Section 3.03(a) in respect of establish any Taxes deducted or withheld by it as a result of any changes after the date such Lender becomes party to this Agreement in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender or Administrative Agent that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed by applicable law, to the Borrower and the Administrative Agent (as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 or any successor form, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c). (d) If any Lender, in its reasonable discretion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes as credit to which indemnification has been paid by the Borrower pursuant to this Section 3.03, it shall promptly remit such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses to the Borrower; provided, however, that the Borrower agrees to promptly return any such refund (plus interest) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refundLenders may be entitled.

Net Payments. (a) Except as provided for in Section 3.03(b), all All payments made by the Borrower hereunder, hereunder or under any Note will be made without setoff, counterclaim or any other Loan Documentdefense. Except as provided in Section 4.04(b), including all such payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, with respect to the Administrative Agent, any Lender, Agent or any other recipient of any payment made by Bank, except as provided in the Borrower hereundersecond succeeding sentence, (i) any tax imposed on or measured by the net income or net profits of such Person and franchise taxes imposed on it the Administrative Agent or a Bank pursuant to the laws of the jurisdiction under in which such Lender it is organized or the jurisdiction in which the principal office is located, or Applicable Lending Office in the case of any Bank, the applicable lending office of such Lender, as applicable, Bank is located or in which it is otherwise doing business or any subdivision thereof or therein, and (ii) any branch profits or similar taxes imposed by any jurisdiction in which such Person is located) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies levies, imposts, duties, fees, assessments or other charges other than those resulting from the gross negligence or willful misconduct of the Administrative Agent, any Lender, or any other recipient of any payment made by the Borrower hereunder (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “"Taxes”"). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes Taxes, and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under any Note this Agreement or under any other Loan DocumentNote, after withholding or deduction for or on account of any Taxes Taxes, will not be less than the amount provided for herein or in such 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 any Taxes imposed on and paid by such LenderNote. 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, Taxes is due pursuant to applicable law certified copies of tax receipts, or other evidence reasonably satisfactory to the respective Lender, receipts evidencing such payment by the Borrower. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide to the Borrower and the Administrative Agent on or prior to the Closing Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Section), on or prior to the date of such assignment or transfer to such Lender, and from time to time thereafter if required by the Borrower or the Administrative Agent two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP or W-8IMY (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the payment) certifying to such Lender’s entitlement to exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this Agreement, any Note or any other Loan Document, along with any other appropriate documentation establishing such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest). In addition, each Lender agrees that from time to time after the Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service form establishing such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest) and any related documentation as may be required to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax if the Lender continues to be so entitled. No Lender shall be required by this Section 3.03(b) to deliver a form or certificate that it is not legally entitled to deliver. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(b). The Borrower agrees to pay additional amounts and indemnify each Lender in the manner set forth in Section 3.03(a) in respect of any Taxes deducted or withheld by it as a result of any changes after the date such Lender becomes party to this Agreement in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender or Administrative Agent that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed by applicable law, to the Borrower and the Administrative Agent (as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 or any successor form, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c). (d) If any Lender, in its reasonable discretion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes as to which indemnification has been paid by the Borrower pursuant to this Section 3.03, it shall promptly remit such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses to the Borrower; provided, however, that the Borrower agrees to promptly return any such refund (plus interest) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refund.the

Net Payments. (a) Except as provided for in Section 3.03(b), all All payments made by the Borrower hereunder, hereunder or under any Note will be made without set-off, counterclaim or any other Loan Documentdefense. Except as provided in Section 4.04(b), including all such payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, with respect to except as provided in the Administrative Agentsecond succeeding sentence, any Lender, or any other recipient of any payment made by the Borrower hereunder, (i) any tax imposed on or measured by the net income or net profits of such Person and a Bank, or any franchise taxes imposed tax based on it the net income or net profits of a Bank, in either case pursuant to the laws of the United States of America or the jurisdiction under in which such Lender it is organized or the jurisdiction in which the principal office or Applicable Lending Office applicable lending office of such Lender, as applicable, Bank is located or in which it is otherwise doing business or any subdivision thereof or therein, and (ii) any branch profits or similar taxes imposed by any jurisdiction in which such Person is located) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies levies, imposts, duties, fees, assessments or other charges other than those resulting from the gross negligence or willful misconduct of the Administrative Agent, any Lender, or any other recipient of any payment made by the Borrower hereunder (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “"Taxes”"). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes Taxes, and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under any Note this Agreement or under any other Loan DocumentNote, after withholding or deduction for or on account of any Taxes Taxes, will not be less than the amount provided for herein or in such Note Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence of this Section 4.04(a), then the Borrower agrees to reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income or net profits of such Bank, or any franchise tax based on the net income or net profits of such Bank, in either case pursuant to the laws of the jurisdiction in which such Bank is organized or in which the principal office or applicable lending office of such other Loan Document. The Borrower will indemnify and hold harmless any Lender, and reimburse such Lender upon its written request, for Bank is located or under the amount laws of any Taxes imposed 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 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 by to or on behalf of such LenderBank pursuant to this sentence. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes, or any withholding or deduction on account thereof, Taxes is due pursuant to applicable law certified copies of tax receipts, or other evidence reasonably satisfactory to the respective Lender, 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 that arise from the failure of the Borrower to pay any Taxes when due to the appropriate Tax authority and that become payable by the Administrative Agent or any Bank as a result of any such failure. (b) Each Lender Bank that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal U.S. Federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide deliver to the Borrower and the Administrative Agent on or prior to the Closing Initial Borrowing Date, or in the case of a Lender Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 Sections 1.13 or 13.04 (unless the respective Lender Bank was already a Lender Bank hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Sectiontransfer), on or prior to the date of such assignment or transfer to such LenderBank, and from time to time thereafter if required by the Borrower or the Administrative Agent (i) (x) two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP Form 4224 or W-8IMY Form 1001 (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the paymentsuccessor forms) certifying to such Lender’s Bank's entitlement to a complete exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this Agreement, Agreement and under any Note (y) an Internal Revenue Service Form W-8 or W-9, or successor applicable form, as the case may be, and (z) obtain such extensions of time for filing and complete such forms or certifications as may be reasonably requested by the Borrower or the Administrative Agent, or (ii) if the Bank is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any other Loan Documentsuch certificate, along with any other appropriate documentation establishing a "Section 4.04(b)(ii) Certificate") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8 (or successor form) certifying to such Bank's entitlement to a complete exemption or reduction (such as statements certifying qualification for exemption from United States withholding tax with respect to portfolio interest)payments of interest to be made under this Agreement and under any Note. In addition, each Lender Bank agrees that from time to time after the Closing Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service form establishing Form 4224 or 1001 Form W-8 or Form W-9 and a Section 4.04(b)(ii) Certificate, as the case may be, and such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest) and any related documentation other forms as may be required in order to confirm or establish the entitlement of such Lender Bank to a continued exemption from or reduction in United States withholding tax if with respect to payments under this Agreement and any Note, or it shall immediately notify the Lender continues Borrower and the Administrative Agent of its inability to deliver any such form or Certificate due to an event (including without limitation, any change in treaty, law, or regulation) that has occurred prior to the date on which any such delivery would be so entitledrequired which renders all such forms inapplicable or would prevent such Bank from duly completing and delivering such form with respect to it, in which case such Bank shall not be required to deliver any such form or Certificate pursuant to this Section 4.04(b). No Lender Notwithstanding anything to the contrary contained in Section 4.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the Borrower shall be required by this Section 3.03(b) entitled, to deliver a form or certificate that the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Bank which is not legally entitled a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to deliver. The the extent that such Bank has not provided to the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 3.03(a4.04(a) hereof to pay additional amounts on account gross-up payments to be made to a Bank in respect of income or indemnify with respect similar taxes imposed by the United States if (I) such Bank has not provided to the Borrower the Internal Revenue Service Forms that establish a complete exemption from withholding of such Taxes pursuant to this Section 4.04(b) or (II) in the case of a payment, other than interest, to a Bank described in clause (ii) above, to the extent that such Taxes arise solely due Forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under the contrary contained in the preceding sentence or elsewhere in this Section 3.03(b). The 4.04 and except as set forth in Section 13.04(b) and subject to Section 1.12, the Borrower agrees to pay additional amounts and to indemnify each Lender Bank in the manner set forth in Section 3.03(a4.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any Taxes amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes after the date such Lender becomes party to this Agreement Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender or Administrative Agent that is a United States person (as such term is defined in The provisions of this Section 7701(a)(30) of the Code) for federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed by applicable law, 4.04 are subject to the Borrower and the Administrative Agent provisions of Section 13.15 (as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 or any successor form, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(capplicable). (d) If the Borrower pays any Lenderadditional amount under this Section 4.04 to a Bank and such Bank or any affiliate receives in connection therewith any refund or reduction of, or credit against, its Tax liabilities (including, any tax imposed on or measured by the net income or net profits of a Bank, or any franchise tax based on net income or net profits of a Bank), such Bank shall pay the Borrower an amount that is equal to the net benefit, after tax, that was obtained by the Bank in its reasonable discretion, determines the year or years that it has finally and irrevocably such benefit was received or been granted a refund in respect of any Taxes as to which indemnification has been paid by the Borrower pursuant to this Section 3.03, it shall promptly remit such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses to the Borrower; provided, however, that the Borrower agrees to promptly return any such refund (plus interest) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refundrealized.

Net Payments. (a) Except as provided for in Section 3.03(b), all All payments made by the Borrower hereunder, hereunder and under any Note will be made without setoff, counterclaim or any other Loan Documentdefense. Except as provided in Section 5.04(b), including all such payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, with respect to except as provided in the Administrative Agentsecond succeeding sentence, any Lenderbranch profits tax, or any other recipient of any payment made by the Borrower hereunder, (i) any tax imposed on or measured by the net income or net profits (or franchise tax imposed in lieu thereof) of such Person and franchise taxes imposed on it a Lender pursuant to the laws of the jurisdiction under in which such Lender it is organized or the jurisdiction in which the principal office or Applicable Lending Office applicable lending office of such Lender, as applicable, Lender is located or in which it is otherwise doing business or any subdivision thereof or therein, and (ii) any branch profits or similar taxes imposed by any jurisdiction in which such Person is located) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies levies, imposts, duties, fees, assessments or other charges other than those resulting from the gross negligence or willful misconduct of the Administrative Agent, any Lender, or any other recipient of any payment made by the Borrower hereunder (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes Taxes, and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under any Note this Agreement or under any other Loan DocumentNote, after withholding or deduction for or on account of any Taxes Taxes, will not be less than the amount provided for herein or in such Note Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for taxes imposed on or measured by the net income or net profits of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such other Loan Document. The Borrower will indemnify 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 hold harmless for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender, and reimburse in respect of such amounts so paid to or on behalf of such Lender upon its written request, for pursuant to the amount preceding sentence and in respect of any Taxes imposed amounts paid to or on and paid by behalf of such LenderLender pursuant to this sentence. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes, or any withholding or deduction on account thereof, Taxes is due pursuant to applicable law certified copies of tax receipts, receipts or other evidence reasonably satisfactory acceptable to the respective Lender, evidencing Administrative Agent of 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 Borroweramount of any Taxes so levied or imposed and paid by such Lender. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal U.S. Federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide deliver to the Borrower and the Administrative Agent on or prior to the Closing DateEffective Date or, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 2.13 or 13.04(b) (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Sectiontransfer), on or prior to the date of such assignment or transfer to such Lender, and from time to time thereafter if required by the Borrower or the Administrative Agent (i) two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP Form W8ECI or W-8IMY Form W8BEN (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the paymenta complete exemption under an income tax treaty) (or successor forms) certifying to such Lender’s entitlement as of such date to a complete exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this AgreementAgreement and under any Note, any Note or any other Loan Document, along with any other appropriate documentation establishing such exemption (ii) if the Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W8ECI or reduction Form W8BEN (such as statements certifying qualification for exemption with respect to a complete exemption under an income tax treaty) (or any successor forms) pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit C (any such certificate, a “Section 5.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W8BEN (with respect to the portfolio interest)interest exemption) (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note. In addition, each Lender agrees that from time to time after the Closing Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it such Lender will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service form establishing such exemption or reduction Form W8ECI, Form W8BEN (such as statements certifying qualification for exemption with respect to the benefits of any income tax treaty), or Form W8BEN (with respect to the portfolio interestinterest exemption) and any related documentation a Section 5.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax if the Lender continues with respect to be so entitled. No payments under this Agreement and any Note, or such Lender shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate, in which case such Lender shall not be required by to deliver any such Form or Certificate pursuant to this Section 3.03(b5.04(b). Notwithstanding anything to the contrary contained in Section 5.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to deliver a form or certificate that the extent it is required to do so by law (including, without limitation, any treaty of the United States), to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees or other amounts payable hereunder for the account of any Lender which is not legally entitled a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to deliver. The the extent that such Lender has not provided to the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 3.03(a5.04(a) to pay additional amounts on account to a Lender in respect of income (gross or indemnify with respect net) or similar taxes imposed by the United States if (I) such Lender has not provided to Taxes the Borrower the Internal Revenue Service Forms required to be provided to the Borrower pursuant to this Section 5.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such Taxes arise solely due forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under the contrary contained in the preceding sentence or elsewhere in this Section 3.03(b5.04 and except as set forth in Section 13.04(b). The , the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 3.03(a5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any Taxes amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the date such Lender becomes party to this Agreement Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar such Taxes. (c) Each If the Borrower pays any additional amount under this Section 5.04 to a Lender and such Lender determines in its sole discretion that it has actually received or Administrative Agent that realized in connection therewith any refund or any reduction of, or credit against, its Tax liabilities in or with respect to the taxable year in which the additional amount is paid (a United States person (as “Tax Benefit”), such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes Lender shall deliver at the time(s) and in the manner(s) prescribed by applicable law, pay to the Borrower and an amount that the Administrative Agent Lender shall, in its sole discretion, determine is equal to the net benefit, after tax, which was obtained by the Lender in such year as a consequence of such Tax Benefit; provided, however, that (i) any Lender may determine, in its sole discretion consistent with the policies of such Lender, whether to seek a Tax Benefit; (ii) any Taxes that are imposed on a Lender as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 result of a disallowance or reduction (including through the expiration of any successor form, certifying tax credit carryover or carryback of such Lender that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall otherwise would not be obligated pursuant to Section 3.03(ahave expired) to pay additional amounts on account of or indemnify any Tax Benefit with respect to Taxes which such Lender has made a payment to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c). (d) If any Lender, in its reasonable discretion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes as to which indemnification has been paid by the Borrower pursuant to this Section 3.03, it 5.04(c) shall promptly remit be treated as a Tax for which the Borrower is obligated to indemnify such refund Lender pursuant to this Section 5.04 without any exclusions or defenses; (including iii) nothing in this Section 5.04(c) shall require the Lender to disclose any interest received in respect thereof), net of all out-of-pocket costs and expenses confidential information to the BorrowerBorrower (including, without limitation, its tax returns); provided, however, that the Borrower agrees to promptly return any such refund and (plus interestiv) to such no Lender in the event such Lender is shall be required to repay such refund pay any amounts pursuant to this Section 5.04(c) at any time which a Default or Event of Default exists. (d) The provisions of this Section 5.04 are subject to the relevant taxing authority. Any such Lender shall provide provisions of Section 13.18 (to the Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refundextent applicable).

Net Payments. (a) Except as provided for in Section 3.03(b), all All payments made by the each Borrower hereunder, under any Note or any other Loan Document, including and all payments made by the Borrower Company pursuant to its guaranty obligations under Section 2.15Article X, shall be made without setoff, counterclaim or other defense. All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, with respect to except as provided in the Administrative Agentsecond succeeding sentence, any Lender, or any other recipient (A) franchise tax (imposed in lieu of any payment made by the Borrower hereunder, (inet income taxes) any tax and taxes imposed on or measured by the net income or net profits of such Person and franchise taxes imposed on it a Lender pursuant to (i) the laws of the jurisdiction under which such Lender is organized or the jurisdiction in which the principal office or Applicable the Domestic Lending Office or Foreign Lending Office of such Lender, as applicable, is located or in which it is otherwise doing business or any subdivision thereof or thereintherein or (ii) the laws of any jurisdiction as a result of a present or former connection between such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Lender’s having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement, any Note or any other Loan Document) and (iiB) any branch profits or similar taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction described in which clause (A) above (all such Person is located) taxes described in this parenthetical, as modified by the proviso at the end of the succeeding sentence, being referred to collectively as “Excluded Taxes”)), and all interest, penalties or similar liabilities with respect to such non-excluded taxesExcluded Taxes, levies levies, imposts, duties, fees, assessments or other charges other than those resulting from the gross negligence or willful misconduct of the Administrative Agent, any Lender, or any other recipient of any payment made by the Borrower hereunder (all such non-excluded taxesExcluded Taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, the applicable Borrower agrees to pay the full amount of such Taxes and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under any Note or under any other Loan Document, after withholding or deduction for or on account of any Taxes will not be less than the amount provided for herein or in such Note or in such other Loan Document. The Borrower will indemnify and hold harmless ; provided, however, that to the extent that any such payment, on the date that such payment falls due, could have been made without any such deduction or withholding if such payment were made to a Qualifying Lender, but the Lender to which such payment is made has ceased to be a Qualifying Lender other than as a result of any change in law occurring after the date of this Agreement, then such Borrower shall not be required to pay such additional amounts attributable to such Lender’s failure to be a Qualifying Lender. Each Qualifying Lender whose qualifying status is based upon a double tax treaty, or a relevant tax law in a jurisdiction of the relevant Borrower, shall cooperate in completing any procedural formalities (including, without limitation, the completion and provision of the Internal Revenue Service Forms, the Withholding Certificate and an Exemption Certificate (if applicable) as described in Section 3.03(b)) necessary to obtain such Qualifying Lender status and shall promptly inform the Borrowers and the Global Agent of any change affecting its Qualifying Lender status. If any amounts are payable in respect of Taxes pursuant to the sentence before the preceding sentence, such Borrower agrees to reimburse each Lender, within 15 Business Days of a written request of such Lender upon its written request, for taxes imposed on or measured by the amount net income of such Lender by reason of the payment of such Taxes and net of any Taxes imposed on and paid 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, 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 taxes measured by net income imposed by any relevant jurisdiction of the Borrowers, 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 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 Each Borrower will furnish to the Administrative 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 evidence reasonably satisfactory to the respective Lender, evidencing such payment by such Borrower. Each Borrower will indemnify and hold harmless the BorrowerGlobal 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. (bi) Each Lender that is not becomes a United States person (as such term is defined in Section 7701(a)(30) of Lender on the Code) for federal income tax purposes Closing Date shall be a Qualifying Lender. Each Lender and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower Participant agrees to provide to the Borrower Company and the Administrative Global Agent on or prior to the Closing Date, or in the case of a Participant or a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 11.05 (unless the respective Lender or Participant was already a Lender or Participant hereunder immediately prior to such assignment or transfer and such Lender or Participant is in compliance with the provisions of this Section), on or prior to the date of such assignment or transfer to such LenderLender or Participant, and from time to time thereafter if required by the Borrower Company or the Administrative Agent Global Agent: (1) either (x) two accurate and complete original signed copies of Internal Revenue Service Forms W-8BENW-0, W-8ECIX-0XXX, W-8EXP X-0XXX, X-0XXX or W-8IMY (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the paymentforms) certifying to such Lender’s or Participant’s entitlement to a complete exemption from from, or a reduced rate of withholding of from, United States withholding tax with respect to payments to be made under this Agreement, any Note or any other Loan Document, along or (y) in the case of a Lender or Participant that is not incorporated or organized under the laws of the United States or a state therein and is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest,” a certificate substantially in the form of Exhibit H (any such certificate, an “Exemption Certificate”) and an Internal Revenue Service Form W-8BEN or, in either case, any subsequent versions thereof or successors thereto, properly completed and duly executed by such Lender or Participant claiming complete exemption from U.S. federal withholding tax on all interest payments by the Borrowers made under this Agreement, any Note or any other Loan Document, (2) a certificate substantially in the form of Exhibit I (any such certificate, a “Witholding Certificate”), executed by an authorized officer of such Lender and other appropriate documentation establishing certifying to such Lender’s or Participant’s entitlement to a complete exemption from, or reduction rate of, withholding tax under the relevant tax law (such as statements certifying qualification for exemption modified by any relevant double tax treaty) in each relevant jurisdiction of the Borrowers with respect to portfolio interestpayments of interest to be made under this Agreement, any Note or any other Loan Document and (3) a certificate substantially in the form of Exhibit J (any such certificate, a “Qualifying Certificate”), executed by an authorized officer of such Lender or Participant, certifying to such Lender’s or Participant’s status as a Swiss Qualifying Lender. In addition, each Lender and Participant agrees that from time to time after the Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrower Company and the Administrative Global Agent (or, in the case of a Participant, to the Lender from which the related participation shall have been purchased) two new accurate and complete original signed copies of the applicable Internal Revenue Service form establishing Form, an Exemption Certificate (if applicable), a Withholding Certificate and a Qualifying Certificate and related documentation, as the case may be, and such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest) and any related documentation other forms as may be required in order to confirm or establish the entitlement of such Lender or Participant to a continued exemption from from, or reduction in United States rate of, withholding tax in each relevant jurisdiction of the Borrower with respect to payments under this Agreement, any Note or any other Loan Document. (ii) Each Lender and Participant that is not incorporated or organized under the laws of the jurisdiction under which a Foreign Subsidiary Borrower is incorporated or organized or is not a resident for taxation purposes of such Foreign Subsidiary Borrower’s country of tax residence, shall deliver to the Global Agent, the Company, and the applicable Governmental Authority (if required), prior to the date such Lender continues to be so entitled. No or Participant becomes a Lender shall be required by or Participant under this Section 3.03(b) to deliver a Agreement, any form or certificate required in order that any payment by such Foreign Subsidiary Borrower under this Agreement or a Note to the Lender may be made without, or at a reduced rate of, withholding tax imposed on such payment under the laws of the jurisdiction under which such Foreign Subsidiary Borrower is incorporated or organized or is otherwise a resident for taxation purposes. (iii) Notwithstanding anything to the contrary contained in Section 3.03(a), but subject to Section 11.05(c) and the immediately succeeding sentence, (x) each Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold Taxes imposed by each relevant jurisdiction of the Borrowers (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Lender that has not legally entitled provided to deliver. The the Company such Internal Revenue Service Forms, Exemption Certificate (if applicable) and Withholding Certificate and related documentation that establish a complete exemption from withholding and (y) no Borrower shall not be obligated pursuant to Section 3.03(a) hereof to pay gross-up payments to be made to a Lender in respect of Taxes of such Lender or any additional amounts on account with respect thereto (A) if such Lender (or related Participant) has not provided to the Company the Internal Revenue Service Forms or statement required to be provided to the Company pursuant to this Section 3.03(b), (B) if the Company has been provided a Withholding Certificate from such Lender (or related Participant) providing for a zero rate of or indemnify withholding tax under the relevant tax law in each relevant jurisdiction of the Borrowers with respect to Taxes payments of interest to be made under this Agreement, which Withholding Certificate has proven to be inaccurate, (C) if the Lender was not a Qualifying Lender on the date that it became a Lender under this Agreement, or (D) to the extent that such Taxes arise solely due forms do not establish a complete exemption from withholding of such Taxes. Notwithstanding anything to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under the contrary contained in the preceding sentence or elsewhere in this Section 3.03(b3.03 and except as specifically provided for in Section 11.05(c). The , each Borrower agrees to pay additional amounts and indemnify each Lender in the manner set forth in Section 3.03(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any Taxes deducted or withheld by it as described in the previous sentence as a result of any changes after the date that such Lender becomes party to became a Lender under this Agreement in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each If (i) a Lender or Administrative the Global Agent that is entitled to claim a United States person (refund from a Governmental Authority in respect of Taxes or Other Taxes as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed to which indemnification has been paid by applicable law, to the any Borrower and the Administrative Agent (as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 or any successor form, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c). or Section 11.01 and (dii) such Lender or the Global Agent, in its sole opinion, reasonably determines the amount of such refund, net of any costs incurred in pursuing such refund, is material, it shall make a timely claim to such Governmental Authority for such refund. If any Lender, in its reasonable discretionsole opinion, reasonably determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes or Other Taxes paid as to which indemnification has been paid by the any Borrower pursuant to this Section, or Section 3.0311.01, it shall promptly remit to such Borrower such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses to incurred in obtaining the Borrowerrefund; provided, however, that the such Borrower agrees to promptly return any such refund (plus interestincluding any interest received in respect thereof) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the such Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refund. (d) Notwithstanding anything in this Agreement to the contrary, for purposes of payments made by any Canadian Borrower, no Lender shall be entitled to additional amounts under Section 3.03 to the extent that such Lender fails to deal with such Canadian Borrower on an arm’s length basis within the meaning of the Income Tax Act (Canada).

Net Payments. (a) Except as provided for in Section 3.03(b), all All payments made by the a Borrower hereunder, under any Note or any other Loan Credit Document, including will be made without deduction, withholding, setoff, counterclaim or other defense. Except as -21- provided in Section 4.04(b), all such payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing tax- ing authority thereof or therein with respect to such payments (but excluding, with respect to except as provided in the Administrative Agentsecond succeeding sentence, any Lender, or any other recipient of any payment made by the Borrower hereunder, (i) any tax imposed on or measured by the net income or net profits of such Person and franchise taxes imposed on it a Bank pursuant to the laws of the jurisdiction under in which such Lender it is organized or the jurisdiction in which the principal office or Applicable Lending Office applicable lending office of such Lender, as applicable, Bank is located or in which it is otherwise doing business or any subdivision thereof or therein, and (ii) any branch profits or similar taxes imposed by any jurisdiction in which such Person is located) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies levies, imposts, duties, fees, assessments or other charges other than those resulting from the gross negligence or willful misconduct of the Administrative Agent, any Lender, or any other recipient of any payment made by the Borrower hereunder (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “"Taxes”"). If any Taxes are so levied or imposed, the respective Borrower agrees to pay the full amount of such Taxes Taxes, and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under any Note this Agreement or under any other Loan DocumentNote, after withholding or deduction for or on account of any Taxes will not be less than the amount provided for herein or in such Note or in such other Loan DocumentNote. The Borrower will indemnify and hold harmless any Lender, and reimburse such Lender upon its written request, for the amount of any Taxes imposed on and paid by such Lender. The Each 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, Taxes is due pursuant to applicable law certified copies of tax receipts, or other evidence reasonably satisfactory to the respective Lender, receipts evidencing such payment by such Borrower. Each Borrower agrees to indemnify and hold harmless each Bank, and reimburse such Bank upon its written request, for the Borroweramount of any Taxes so levied or imposed and paid by such Bank. (b) Each Lender Bank that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal Federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide deliver to each of the Borrower Borrowers and the Administrative Agent on or prior to the Closing Effective Date, or in the case of a Lender Person that is first becomes a Bank by an assignee assignment provided for in Section 1.13 or transferee of an interest under this Agreement pursuant to Section 11.06 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Section)12.04, on or prior to the date of such assignment or transfer to such Lenderassignment, and from time to time thereafter if required by the Borrower or the Administrative Agent (i) two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP Form 4224 or W-8IMY 1001 (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the paymentsuccessor forms) certifying to such Lender’s Bank's entitlement to a complete exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this AgreementAgreement and under any Note, or (ii) if the Bank is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit C (any Note such certificate, a "Section 4.04 Certificate") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8 (or any other Loan Document, along with any other appropriate documentation establishing successor form) certifying to such Bank's entitlement to a complete exemption or reduction (such as statements certifying qualification for exemption from United States withholding tax with respect to portfolio interest)payments of interest to be made under this Agreement and under any Note. In addition, each Lender such Bank agrees that that, from time to time after the Closing DateEffective Date or the date of assignment, as the case may be, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to each of the Borrower Borrowers and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service form establishing Form 4224 or 1001, or Form W-8 and a Section 4.04 Certificate, as the case may be, and such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest) and any related documentation other forms as may be required in order to confirm or establish the entitlement of such Lender Bank to a continued exemption from or reduction in United States withholding tax if the Lender continues to be so entitled. No Lender shall be required by this Section 3.03(b) to deliver a form or certificate that it is not legally entitled to deliver. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver payments under this Section 3.03(b). The Borrower agrees to pay additional amounts Agreement and indemnify each Lender in the manner set forth in Section 3.03(a) in respect of any Taxes deducted or withheld by it as a result of any changes after the date such Lender becomes party to this Agreement in any applicable law, treaty, governmental rule, regulation, guideline or orderNote, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender or Administrative Agent that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed by applicable law, to the Borrower and the Administrative Agent (as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 or any successor form, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c). (d) If any Lender, in its reasonable discretion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes as to which indemnification has been paid by the Borrower pursuant to this Section 3.03, it shall promptly remit such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses to the Borrower; provided, however, that the Borrower agrees to promptly return any such refund (plus interest) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refund.immediately

Net Payments. (a) Except as provided for in Section 3.03(b), all All payments made by the Borrower hereunder, hereunder or under any Note will be made without setoff, counterclaim or any other Loan Documentdefense. Except as provided in Section 4.04(b), including all such payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, with respect to except as provided in the Administrative Agentsecond succeeding sentence, any Lender, or any other recipient of any payment made by the Borrower hereunder, (i) any tax imposed on or measured by the net income or net profits of such Person and franchise taxes imposed on it a Bank pursuant to the laws of the jurisdiction under in which such Lender it is organized or the jurisdiction in which the principal office or Applicable Lending Office applicable lending office of such Lender, as applicable, Bank is located or in which it is otherwise doing business or any subdivision thereof or therein, and (ii) any branch profits or similar taxes imposed by any jurisdiction in which such Person is 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 Lender, or any other recipient of any payment made by the Borrower hereunder thereto (all such non-excluded taxes, levies, impostsimports, duties, fees, assessments or other charges being referred to collectively as “"Taxes”"). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes Taxes, and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under any Note this Agreement or under any other Loan DocumentNote, after withholding or deduction for or on account of any Taxes Taxes, will not be less than the amount provided for herein under this Agreement or under any Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income or profits of such Bank pursuant to the laws of the jurisdiction in which such Bank is organized or in which the principal office or applicable lending office of such Note Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Bank is organized or in which the principal office or applicable lending office of such other Loan DocumentBank is located and for any withholding of income or similar taxes imposed by the United States of America as such Bank shall determine are payable by, or withheld from, such Bank in respect of such amounts so paid to or on behalf of such Bank pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Bank pursuant to this sentence. The Borrower will furnish to the Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless any Lendereach Bank, and reimburse such Lender Bank upon its written request, for the amount of any Taxes so levied or imposed on and paid by such Lender. 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 reasonably satisfactory to the respective Lender, evidencing such payment by the BorrowerBank. (b) Each Lender Bank that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide deliver to the Borrower and the Administrative Agent on or prior to the Closing Effective Date, or in the case of a Lender Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 1.13 or 13.04 (unless the respective Lender Bank was already a Lender Bank hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Sectiontransfer), on or prior to the date of such assignment or transfer to such LenderBank, and from time to time thereafter if required by the Borrower or the Administrative Agent (i) two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP Form 4224 or W-8IMY 1001 (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the paymentsuccessor forms) certifying to such Lender’s Bank's entitlement to a complete exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this AgreementAgreement and under any Note, or (ii) if the Bank is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any Note such certificate, a "Section 4.04(b)(ii) Certificate") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8 (or any other Loan Document, along with any other appropriate documentation establishing successor form) certifying to such Bank's entitlement to a complete exemption or reduction (such as statements certifying qualification for exemption from United States withholding tax with respect to portfolio interest)interest payments to be made under this Agreement and under any Note. In addition, each Lender Bank agrees that from time to time after the Closing Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service form establishing Form 4224 or 1001, or Form W-8 and a Section 4.04(b)(ii) Certificate, as the case may be, and such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest) and any related documentation other forms as may be required in order to confirm or establish the entitlement of such Lender Bank to a continued exemption from or reduction in United States withholding tax if with respect to payments under this Agreement and any Note, or it shall immediately notify the Lender continues Borrower and the Agent of its inability to be so entitleddeliver any such Form or Certificate. No Lender Notwithstanding anything to the contrary contained in Section 4.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the Borrower shall be required by this Section 3.03(b) entitled, to deliver a form or certificate that the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Bank which is not legally entitled a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to deliver. The the extent that such Bank has not provided to the Borrower U.S. Internal Revenue Service Forms (and, if applicable, a Section 4.04(b)(ii) certificate) that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 3.03(a4.04(a) hereof to pay additional amounts on account gross-up payments to be made to a Bank in respect of income or indemnify with respect similar taxes imposed by the United States if (I) such Bank has not provided to Taxes the Borrower the Internal Revenue Service Forms (and, if applicable, a Section 4.04(b)(ii) certificate) required to be provided to the Borrower pursuant to this Section 4.04(b) or (II) in the case of a payment, other than interest, to a Bank described in clause (ii) above, to the extent that such Taxes arise solely due Forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under the contrary contained in the preceding sentence or elsewhere in this Section 3.03(b4.04 and except as set forth in Section 13.04(b). The , the Borrower agrees to pay additional amounts and to indemnify each Lender Bank in the manner set forth in Section 3.03(a4.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any Taxes amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes after the date such Lender becomes party to this Agreement Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender or Administrative Agent that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed by applicable law, to the Borrower and the Administrative Agent (as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 or any successor form, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c). (d) If any Lender, in its reasonable discretion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes as to which indemnification has been paid by the Borrower pursuant to this Section 3.03, it shall promptly remit such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses to the Borrower; provided, however, that the Borrower agrees to promptly return any such refund (plus interest) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refund.

Net Payments. (a) Except as provided for in Section 3.03(b), all All payments made by the Borrower hereunder, hereunder or ------------ under any Note will be made without setoff, counterclaim or any other Loan Document, including all defense. All such payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will be made free and clear of, and without deduction or withholding for, any present or future taxes, value-added taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, with respect to the Administrative Agentexcept as provided below, any Lender, or any other recipient of any payment made by the Borrower hereunder, (i) any tax imposed on or measured by the net income or net profits of such Person and franchise taxes imposed on it the Lender pursuant to the laws of the jurisdiction under which such Lender is organized (or the jurisdiction any political subdivision or taxing authority thereof or therein) in which the principal office or Applicable Lending Office lending office of such Lender, as applicable, is located or in which it is otherwise doing business or any subdivision thereof or therein, and (ii) any branch profits or similar taxes imposed by any jurisdiction in which such Person the Lender is located) and all interest, penalties or similar liabilities with respect thereto (collectively, "Taxes"). If any amounts are payable in respect of Taxes pursuant to such non-excluded taxesthe preceding sentence, levies impoststhen the Borrower shall also reimburse the Lender, duties, fees, assessments or other charges other than those resulting from upon the gross negligence or willful misconduct written request of the Administrative Agent, any Lender, for all value-added and other taxes imposed on or measured by the net income of the Lender pursuant to the laws of the jurisdiction (or any other recipient political subdivision or taxing authority thereof or therein) in which the principal office or lending office of any payment made the Lender is located as the Lender shall determine are payable by the Borrower hereunder (all such non-excluded taxes, levies, imposts, duties, fees, assessments Lender in respect of amounts paid to or other charges being referred on behalf of the Lender pursuant to collectively as “Taxes”)the preceding sentence. If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under any Note hereunder or under any other Loan Documentthe Note, after withholding or deduction for or on account of any Taxes Taxes, will not be less than the amount provided for herein or in the Note. The Borrower will furnish to the Lender within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such Note or in such other Loan Documentpayment by the Borrower. The Borrower will indemnify and hold harmless any the Lender, and reimburse such the Lender upon its written request, for the amount of any Taxes or other taxes described above which are levied or imposed on and paid by such Lender. 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 reasonably satisfactory to the respective Lender, evidencing such payment by the Borrower. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide to the Borrower and the Administrative Agent on or prior to the Closing Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Section), on or prior to the date of such assignment or transfer to such Lender, and from time to time thereafter if required by the Borrower or the Administrative Agent two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP or W-8IMY (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the payment) certifying to such Lender’s entitlement to exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this Agreement, any Note or any other Loan Document, along with any other appropriate documentation establishing such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest). In addition, each Lender agrees that from time to time after the Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service form establishing such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest) and any related documentation as may be required to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax if the Lender continues to be so entitled. No Lender shall be required by this Section 3.03(b) to deliver a form or certificate that it is not legally entitled to deliver. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(b). The Borrower agrees to pay additional amounts and indemnify each Lender in the manner set forth in Section 3.03(a) in respect of any Taxes deducted or withheld by it as a result of any changes after the date such Lender becomes party to this Agreement in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender or Administrative Agent that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed by applicable law, to the Borrower and the Administrative Agent (as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 or any successor form, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c). (d) If any Lender, in its reasonable discretion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes as to which indemnification has been paid by the Borrower pursuant to this Section 3.03, it shall promptly remit such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses to the Borrower; provided, however, that the Borrower agrees to promptly return any such refund (plus interest) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refund.

Net Payments. (a) Except as provided for in Section 3.03(b), all All payments made by the Borrower hereunder, to the ------------ Administrative Agent or any Lender hereunder and under any Note will be made without setoff, counterclaim or any other Loan Documentdefense. Except as provided in Section 3.4(b), including all such payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, with respect to except as provided in the Administrative Agentsecond succeeding sentence, any Lender, or any other recipient of any payment made by the Borrower hereunder, (i) any tax imposed on or measured by the net income or net profits of such Person and franchise taxes imposed on it a Lender pursuant to the laws of the jurisdiction under in which such Lender it is doing business, organized or the jurisdiction in which the principal office or Applicable Lending Office applicable lending office of such Lender, as applicable, Lender is located or in which it is otherwise doing business or any subdivision thereof or therein, and (ii) any branch profits or similar taxes imposed by any jurisdiction in which such Person is located) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies levies, imposts, duties, fees, assessments or other charges other than those resulting from the gross negligence or willful misconduct of the Administrative Agent, any Lender, or any other recipient of any payment made by the Borrower hereunder (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “"Taxes”"). If any Taxes are ----- so levied or imposed, the Borrower agrees to pay the full amount of such Taxes Taxes, and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under any Note this Agreement or under any other Loan DocumentNote, after withholding or deduction for or on account of any Taxes Taxes, will not be less than the amount provided for herein or in such Note Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for taxes imposed on or measured by the net income or net profits of such Lender pursuant to the laws of the jurisdiction in which such Lender is doing business, organized or in which the principal office or applicable lending office of such other Loan DocumentLender 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 reasonably determine are payable by, or withheld from, such Lender, in respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. The Borrower will furnish to such Lender within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by such Borrower. The Borrower agrees to indemnify and hold harmless any each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed on and paid by such Lender. 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 reasonably satisfactory to the respective Lender, evidencing such payment by the Borrower. (b) Each Any Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal U.S. Federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide deliver to the Borrower and the Administrative Agent and the Borrower on or prior to the Closing DateDate or, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 9.11(a) (unless the respective Lender such Assignee was already a Lender hereunder immediately prior to such assignment in which case such assignee shall reaffirm its ability to deliver the forms set forth below in clause (i) or transfer and such Lender is in compliance with the provisions of this Section(ii), as applicable), on or prior to the date of such the assignment or transfer to such LenderAssignee, and from time to time thereafter if required by the Borrower or the Administrative Agent (i) two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP Form W-8ECI or W-8IMY Form W-8BEN (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the paymenta complete exemption under an income tax treaty) (or successor forms) certifying to such Lender’s 's entitlement as of such date to a complete exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this AgreementAgreement and under any Note, or (ii) if any Note such Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or any other Loan Document, along with any other appropriate documentation establishing such exemption or reduction Form W-8BEN (such as statements certifying qualification for exemption with respect to a complete exemption under an income tax treaty) (or any successor forms) pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit C (any such certificate, a "Section 3.4(b)(ii) Certificate") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest)interest exemption) (or successor form) certifying to such Lender's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note. In addition, each such Lender agrees that from time to time after the Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it such Lender will deliver to the Borrower Administrative Agent and the Administrative Agent Borrower two new accurate and complete original signed copies of the applicable Internal Revenue Service form establishing such exemption or reduction Form W- 8ECI, Form W-8BEN (such as statements certifying qualification for exemption with respect to the benefits of any income tax treaty), or Form W-8BEN (with respect to the portfolio interestinterest exemption) and any related documentation a Section 3.4(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax if the Lender continues with respect to be so entitled. No payments under this Agreement and any Note, or such Lender shall immediately notify the Administrative Agent and the Borrower of its inability to deliver any such Form or Certificate, in which case such Lender shall not be required by to deliver any such Form or Certificate pursuant to this Section 3.03(b3.4(b). Notwithstanding anything to the contrary contained in Section 3.4(a) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to deliver a form or certificate that the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Lender which is not legally entitled a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to deliver. The the extent that such Lender has not provided to the Administrative Agent and the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 3.03(a3.4(a) to pay additional amounts on account gross-up payments to be made to a Lender in respect of income or indemnify with respect similar taxes imposed by the United States if (I) such Lender has not provided to Taxes the Administrative Agent and the Borrower the Internal Revenue Service Forms required to be provided to the Administrative Agent and the Borrower pursuant to this Section 3.4(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such Taxes arise solely due Forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under the contrary contained in the preceding sentence or elsewhere in this Section 3.03(b). The 3.4, the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 3.03(a3.4(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any Taxes amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the date such Lender becomes party to this Agreement Closing Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such Taxes. The sole consequence of any Lender failing to comply with the requirement to deliver the Internal Revenue Service Forms or the Section 3.4(b)(ii) Certificate shall be that the Borrower shall not be obligated pursuant to Section 3.4(a) to gross-up payments to be made to such Lender in respect of any resulting U.S. income or similar Taxestaxes. (c) Each Any Lender or Administrative Agent that is (i) an Assignee pursuant to Section 9.11(a) and (ii) not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal U.S. Federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed by applicable law, will certify to the Borrower on or prior to the date of the assignment to such Lender that payments to such Lender hereunder and under any Note are, as of the Administrative Agent (as applicable)date of such assignment, a properly completed and duly executed Internal Revenue Service Form W-9 or not subject to any successor form, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account imposed by any taxing jurisdiction located outside of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c)United States. (d) If any Each Lender, in at the sole cost and expense of the Borrower (including, but not limited to, the Lender's internal costs for use of its personnel and resources), will use its reasonable discretion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes as efforts to which indemnification has been paid minimize taxes indemnifiable by the Borrower pursuant to under this Section 3.033.4, it shall promptly remit such refund including by complying with reasonable requests by the Borrower to do or to refrain from doing any act (including the execution of any interest received in respect thereofcertificates or similar documents required to establish an exemption or relief from any tax), net if such efforts or any such compliance is, in the good faith discretion of all out-of-pocket costs such Lender, of a purely ministerial nature and expenses has no adverse impact on such Lender or any Affiliate or on the business or operations of the foregoing (unless such adverse impact is one of a nature and quality such that it is subject to the Borrower; provided, however, that indemnification and the Borrower agrees to promptly return any has indemnified such refund (plus interest) Lender against such adverse impact in a manner satisfactory to such Lender determined in the event its sole discretion). The Borrower shall indemnify such Lender is for any taxes that may be imposed on it as a consequence of such compliance. No Lender shall be required to repay such refund to disclose any tax return or filing or any related information it deems confidential and all positions taken by each Lender in any tax return, filing or proceeding shall be within the relevant taxing authority. Any such Lender shall provide the Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment sole control of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refundLender.

Net Payments. (a) Except as provided for in Section 3.03(b), all All payments made by the Borrower hereunder, hereunder or under any Note will be made without setoff, counterclaim or any other Loan Documentdefense. Except as provided in Section 4.04(b), including all such payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, with respect to except as provided in the Administrative Agentsecond succeeding sentence, any Lender, or any other recipient of any payment made by the Borrower hereunder, (i) any tax imposed on or measured by the net income or net profits of such Person and franchise taxes imposed on it a Bank pursuant to the laws of the jurisdiction under in which such Lender it is organized or the jurisdiction in which the principal office or Applicable Lending Office applicable lending office of such Lender, as applicable, Bank is located or in which it is otherwise doing business or any subdivision thereof or therein, and (ii) any branch profits or similar taxes imposed by any jurisdiction in which such Person is 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 Lender, or any other recipient of any payment made by the Borrower hereunder thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “"Taxes”"). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes Taxes, and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under any Note this Agreement or under any other Loan DocumentNote, after withholding or deduction for or on account of any Taxes Taxes, will not be less than the amount provided for herein or in such Note Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income or net profits of such Bank pursuant to the laws of the jurisdiction in which the principal office or applicable lending office of such other Loan DocumentBank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office or applicable lending office of such Bank is located and for any withholding of taxes as such Bank shall determine are payable by, or withheld from, such Bank in respect of such amounts so paid to or on behalf of such Bank pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Bank pursuant to this sentence. The Borrower will furnish to the Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless any Lendereach Bank, and reimburse such Lender Bank upon its written request, for the amount of any Taxes so levied or imposed on and paid by such Lender. 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 reasonably satisfactory to the respective Lender, evidencing such payment by the BorrowerBank. (b) Each Lender Bank that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide deliver to the Borrower and the Administrative Agent on or prior to the Closing Initial Borrowing Date, or in the case of a Lender Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 1.13 or 12.04 (unless the respective Lender Bank was already a Lender Bank hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Sectiontransfer), on or prior to the date of such assignment or transfer to such LenderBank, and from time to time thereafter if required by the Borrower or the Administrative Agent (i) two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP Form 4224 or W-8IMY 1001 (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the paymentsuccessor forms) certifying to such Lender’s Bank's entitlement to a complete exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this AgreementAgreement and under any Note, or (ii) if the Bank is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (i) above, (x)a certificate substantially in the form of Exhibit C (any Note such certificate, a "Section 4.04(b)(ii) Certificate") and (y)two accurate and complete original signed copies of Internal Revenue Service Form W-8 (or any other Loan Document, along with any other appropriate documentation establishing successor form) certifying to such Bank's entitlement to a complete exemption or reduction (such as statements certifying qualification for exemption from United States withholding tax with respect to portfolio interest)payments of interest to be made under this Agreement and under any Note. In addition, each Lender Bank agrees that from time to time after the Closing Initial Borrowing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service form establishing Form 4224 or 1001, or Form W-8 and a Section 4.04(b)(ii) Certificate, as the case may be, and such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest) and any related documentation other forms as may be required in order to confirm or establish the entitlement of such Lender Bank to a continued exemption from or reduction in United States withholding tax if with respect to payments under this Agreement and any Note, or it shall immediately notify the Lender continues Borrower and the Agent of its inability to be so entitleddeliver any such Form or Certificate. No Lender Notwithstanding anything to the contrary contained in Section 4.04(a), but subject to Section 12.04(b) and the immediately succeeding sentence, (x)the Borrower shall be required by this Section 3.03(b) entitled, to deliver a form or certificate that the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Bank which is not legally entitled a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to deliver. The the extent that such Bank has not provided to the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y)the Borrower shall not be obligated pursuant to Section 3.03(a4.04(a) hereof to pay additional amounts on account gross-up payments to be made to a Bank in respect of income or indemnify with respect similar taxes imposed by the United States if (I) such Bank has not provided to Taxes the Borrower the Internal Revenue Service Forms required to be provided to the Borrower pursuant to this Section 4.04(b) or (II) in the case of a payment, other than interest, to a Bank described in clause (ii) above, to the extent that such Taxes arise solely due Forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under the contrary contained in the preceding sentence or elsewhere in this Section 3.03(b4.04 and except as set forth in Section 12.04(b). The , the Borrower agrees to pay additional amounts and to indemnify each Lender Bank in the manner set forth in Section 3.03(a4.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any Taxes amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes after the date such Lender becomes party to this Agreement Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender or Administrative Agent that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed by applicable law, to the Borrower and the Administrative Agent (as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 or any successor form, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c). (d) If any Lender, in its reasonable discretion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes as to which indemnification has been paid by the Borrower pursuant to this Section 3.03, it shall promptly remit such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses to the Borrower; provided, however, that the Borrower agrees to promptly return any such refund (plus interest) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refund.

Net Payments. (a) Except as provided for in Section 3.03(b), all All payments to be made by or on behalf of the Borrower hereunder, under any Note this Agreement or any under the other Loan Document, including all payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, Transaction Agreements will be made without set-off, counterclaim or other defense and free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, with respect to the Administrative Agent, any Lender, or any other recipient of any payment made by the Borrower hereunder, (i) any tax imposed on or measured by the net income or net profits of such Person 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 in which it is otherwise doing business or any subdivision thereof or therein, and (ii) any branch profits or similar taxes imposed by any jurisdiction in which such Person is 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 Lender, or any other recipient of any payment made by the Borrower hereunder thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “and interest, penalties or similar liabilities with respect thereto, collectively, "Taxes”"). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes Taxes, and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under any Note this Agreement or under any the other Loan DocumentTransaction Agreements, after withholding or deduction for or on account of any Taxes Taxes, will not be less than the amount provided for herein or in such Note or in such other Loan Documentherein. The Borrower will furnish to the Agent within forty-five (45) days after the date the payment of any Taxes is due pursuant to Applicable Law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless any Lender, each Lender and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed on and paid or payable by such Lender. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment Lender and against any loss, liability, claim or expense, including interest, penalties and legal fees that it may incur at any time arising out of or in connection with any Taxes, or any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts, or other evidence reasonably satisfactory to the respective Lender, evidencing such payment by the Borrower. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) failure of the Code) for federal income tax purposes and that is entitled Borrower to claim an exemption from or reduction in United States withholding tax with respect to a make payment by Borrower agrees to provide to the Borrower and the Administrative Agent on or prior to the Closing Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Section), on or prior to the date of such assignment or transfer to such Lender, and from time to time thereafter if required by the Borrower or the Administrative Agent two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP or W-8IMY (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the payment) certifying to such Lender’s entitlement to exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this Agreement, any Note or any other Loan Document, along with any other appropriate documentation establishing such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest). In addition, each Lender agrees that from time to time after the Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service form establishing such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest) and any related documentation as may be required to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax if the Lender continues to be so entitled. No Lender shall be required by this Section 3.03(b) to deliver a form or certificate that it is not legally entitled to deliver. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(b). The Borrower agrees to pay additional amounts and indemnify each Lender in the manner set forth in Section 3.03(a) in respect of any Taxes deducted or withheld by it as a result of any changes after the date such Lender becomes party to this Agreement in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxeswhen due. (c) Each Lender or Administrative Agent that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed by applicable law, to the Borrower and the Administrative Agent (as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 or any successor form, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c). (d) If any Lender, in its reasonable discretion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes as to which indemnification has been paid by the Borrower pursuant to this Section 3.03, it shall promptly remit such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses to the Borrower; provided, however, that the Borrower agrees to promptly return any such refund (plus interest) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refund.

Net Payments. (a) Except as provided for in Section 3.03(b), all All payments made by the Borrower hereunder, hereunder or under any Note will be made without setoff, counterclaim or any other Loan Documentdefense. Except as provided in Section 4.04(b), including all such payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, with respect to except as provided in the Administrative Agentsecond succeeding sentence, any Lender, or any other recipient of any payment made by the Borrower hereunder, (i) any tax imposed on or measured by the net income or net profits of such Person and franchise taxes imposed on it a Bank pursuant to the laws of the jurisdiction under in which such Lender it is organized or the jurisdiction in which the principal office or Applicable Lending Office applicable lending office of such Lender, as applicable, Bank is located or in which it is otherwise doing business or any subdivision thereof or therein, and (ii) any branch profits or similar taxes imposed by any jurisdiction in which such Person is 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 Lender, or any other recipient of any payment made by the Borrower hereunder thereto (all such non-excluded nonexcluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “"Taxes”"). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes Taxes, and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under any Note this Agreement or under any other Loan DocumentNote, after withholding or deduction for or on account of any Taxes Taxes, will not be less than the amount provided for herein or in such Note or Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Bank, upon the written request of such other Loan Document. The Borrower will indemnify and hold harmless any Lender, and reimburse such Lender upon its written requestBank, for taxes imposed on or measured by the amount net income or net profits of such Bank pursuant to the laws of the jurisdiction in which the principal office or applicable lending office of such Bank is located or under the laws of any Taxes imposed political subdivision or taxing authority of any such jurisdiction in which the principal office or applicable lending office of such Bank is located and for any withholding of taxes as such Bank shall determine are payable by, or withheld from, such Bank in respect of such amounts so paid to or on behalf of such Bank pursuant to the preceding sentence and in respect of any amounts paid by to or on behalf of such LenderBank pursuant to this sentence. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes, or any withholding or deduction on account thereof, Taxes is due pursuant to applicable law certified copies of tax receipts, or other evidence reasonably satisfactory to the respective Lender, 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. (b) Each Lender Bank that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide deliver to the Borrower and the Administrative Agent on or prior to the Closing Effective Date, or in the case of a Lender Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 1.13 or 12.04 (unless the respective Lender Bank was already a Lender Bank hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Sectiontransfer), on or prior to the date of such assignment or transfer to such LenderBank, and from time to time thereafter if required by the Borrower or the Administrative Agent (i) two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP Form 4224 or W-8IMY 1001 (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the paymentsuccessor forms) certifying to such Lender’s Bank's entitlement to a complete exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this AgreementAgreement and under any Note, or (ii) if the Bank is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit C (any Note such certificate, a "Section 4.04(b)(ii) Certificate") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8 (or any other Loan Document, along with any other appropriate documentation establishing successor form) certifying to such Bank's entitlement to a complete exemption or reduction (such as statements certifying qualification for exemption from United States withholding tax with respect to portfolio interest)payments of interest to be made under this Agreement and under any Note. In addition, each Lender Bank agrees that from time to time after the Closing Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service form establishing such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest) and any related documentation as may be required to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax if the Lender continues to be so entitled. No Lender shall be required by this Section 3.03(b) to deliver a form or certificate that it is not legally entitled to deliver. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(b). The Borrower agrees to pay additional amounts and indemnify each Lender in the manner set forth in Section 3.03(a) in respect of any Taxes deducted or withheld by it as a result of any changes after the date such Lender becomes party to this Agreement in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender or Administrative Agent that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed by applicable law, to the Borrower and the Administrative Agent (as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 or any successor form, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c). (d) If any Lender, in its reasonable discretion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes as to which indemnification has been paid by the Borrower pursuant to this Section 3.03, it shall promptly remit such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses to the Borrower; provided, however, that the Borrower agrees to promptly return any such refund (plus interest) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refund.to

Net Payments. (a) Except as provided for in Section 3.03(b), all payments made by the Borrower hereunder, under any Note or any other Loan Document, including all payments made by the Borrower pursuant to its guaranty obligations under Section 2.15Article X, will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, with respect to the Administrative Agentexcept as provided in this Section 3.03(a), any Lender, or any other recipient of any payment made by the Borrower hereunder, (i) any tax imposed on or measured by the net income or net profits of such Person 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 in which it is otherwise doing business or any subdivision thereof or therein, and (ii) any branch profits or similar taxes imposed by any jurisdiction in which such Person is 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 Lender, or any other recipient of any payment made by the Borrower hereunder (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under any Note or under any other Loan Document, after withholding or deduction for or on account of any Taxes will not be less than the amount provided for herein or in such Note or in such other Loan Document. The Borrower will indemnify and hold harmless any the Administrative Agent and each Lender, and reimburse the Administrative Agent or such Lender upon its written request, for the amount of any Taxes imposed on and paid by such Lender. If any amounts are payable in respect of Taxes pursuant to this Section 3.03(a), the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for taxes imposed on or measured by the net income, profits or franchise of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or Applicable Lending Office of such Lender is located, as the case may be, or under the laws of any political subdivision or taxing authority therein, and for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender in respect of such reimbursement of taxes, 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 reasonably satisfactory to the respective Lender, evidencing such payment by the Borrower. (b) Each Lender that is not a United States person Person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide to the Borrower and the Administrative Agent on or prior to the Closing Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Section), on or prior to the date of such assignment or transfer to such Lender, and from time to time thereafter if required by the Borrower or the Administrative Agent two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP or W-8IMY (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the payment) certifying to such Lender’s entitlement to exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this Agreement, any Note or any other Loan Document, along with any other appropriate documentation establishing such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest). In addition, each Lender agrees that from time to time after the Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service form establishing such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest) and any related documentation as may be required in to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax if the Lender continues to be so entitled. No Lender shall be required by this Section 3.03(b) to deliver a form or certificate that it is not legally entitled to deliver. The Borrower shall not be obligated pursuant to Section 3.03(a) hereof to pay additional amounts on account of or indemnify with respect to Taxes United States withholding taxes to the extent that such Taxes taxes arise solely due to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(b). The Borrower agrees to pay additional amounts and indemnify each Lender in the manner set forth in Section 3.03(a) in respect of any Taxes deducted or withheld by it as a result of any changes after the date such Lender becomes party to this Agreement Closing Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender or Administrative Agent that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed by applicable law, to the Borrower and the Administrative Agent (as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 or any successor form, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c). (d) If any Lender, in its reasonable discretionsole opinion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes as to which indemnification has been paid by the Borrower pursuant to this Section 3.03, it shall promptly remit such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses to the Borrower; provided, however, that the Borrower agrees to promptly return any such refund (plus interest) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refund.

Net Payments. (a) Except as provided for in Section 3.03(b), all payments made by the Borrower hereunder, under any Note or any other Loan Document, including all payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, Document will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, with respect to the Administrative Agent, any Lender, or any other recipient of any payment made by the Borrower hereunder, excluding (i) any tax imposed on or measured by the net income or net profits of such Person a recipient and franchise taxes or alternative minimum taxes imposed on it the recipient pursuant to the laws of the jurisdiction under which such Lender recipient is organized or the jurisdiction in which the principal office or Applicable Lending Office of such Lenderrecipient, as applicable, is located or in which it is otherwise doing business or any subdivision thereof or therein, and (ii) any branch profits tax imposed on any recipient by the United States or similar by the jurisdiction of the recipient’s organization principal office or Applicable Lending Office, (iii) any tax attributable to Lender’s failure to comply with Section 3.03(b), if it is legally entitled to do so, (iv) in the case of a Lender that is not a United States Person (as such term is defined in Section 7701(a)(30) of the Code), any withholding tax that is in effect and would apply to amounts payable to such 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 3.03) or (v) any withholding taxes imposed by any jurisdiction in which such Person is located) pursuant to the FATCA 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 Lender, or any other recipient of any payment made by the Borrower hereunder (all such non-excluded taxes, levies, imposts, duties, fees, fees assessments or other charges being referred to collectively as “Taxes”). If Subject to Section 3.03(b), if any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under any Note or under any other Loan Document, after withholding or deduction for or on account of any Taxes will not be less than the amount provided for herein such Lender would have received had no deduction, withholding or in payment been required or made with respect to such Note or in such other Loan DocumentTaxes. The Subject to Section 3.03(b), the Borrower will indemnify and hold harmless any the Administrative Agent and each Lender, and reimburse the Administrative Agent or such Lender upon its written request, for the amount of any Taxes imposed on and paid by such Lender. 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 reasonably satisfactory to the respective Lender, evidencing such payment by the Borrower. (b) Each Lender that is not a United States person Person (as such term is defined in Section 7701(a)(30) of the Code) for federal Federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by the Borrower agrees to provide to the Borrower and the Administrative Agent on or prior to the Closing Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Section), on or prior to the date of such assignment or transfer to such Lender, and from time to time thereafter if required by the Borrower or the Administrative Agent Agent: two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP or W-8IMY (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN or other appropriate forms with respect to beneficial owners of the payment) certifying to such Lender’s entitlement to exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this Agreement, any Note or any other Loan Document, along with any other appropriate documentation establishing such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest). In addition, each Lender agrees that from time to time after the Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service form Form establishing such exemption or reduction and any related documentation (such as statements certifying qualification for exemption with respect to portfolio interest) and any related documentation as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax if the Lender continues to be so entitled. Each Lender that is a United States Person (as such term is defined in Section 7701(a)(30) of the Code) for Federal income tax purposes shall deliver to the Borrower and the Administrative Agent, on or prior to the Closing Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Section) two accurate and complete original signed copies of Internal Revenue Service Form W-9 (or successor, substitute or other appropriate form prescribed by the Internal Revenue Service). No Lender shall be required by this Section 3.03(b) to deliver a form or certificate that it is not legally entitled to deliver. The Borrower shall not be obligated pursuant to Section 3.03(a) hereof to pay additional amounts on account of or indemnify with respect to Taxes United States withholding taxes or backup withholding taxes to the extent that such Taxes taxes arise solely due to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(b). The Except to the extent otherwise provided in this Agreement, the Borrower agrees to pay additional amounts and indemnify each Lender in the manner and to the extent set forth in Section 3.03(a) in respect of any Taxes deducted or withheld by it as a result of any changes after the date in which such Lender becomes a party to this Agreement in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender or Administrative Agent that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed by applicable law, to the Borrower and the Administrative Agent (as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 or any successor form, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c). (d) If any Lender, in its reasonable discretion, determines Lender becomes aware that it has finally and irrevocably received or been granted a refund in respect of any Taxes as to which indemnification has been paid by the Borrower pursuant to this Section 3.03, it shall promptly remit such refund (including any interest received in respect thereof)) to the relevant Borrower, net of all out-of-pocket costs and expenses to the Borrower; provided, however, that the Borrower agrees to promptly return any such refund (plus interest) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authorityauthority and, provided further, that nothing in this Section 3.03(c) shall require any Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential). Any such Lender shall use commercially reasonable efforts to provide the Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refund. (d) If a payment made to a Lender (or any other recipient) under this Agreement may be subject to withholding tax under the FATCA, such Lender (or recipient) 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 and such additional documentation reasonably requested by the Borrower or the Administrative Agent to comply with its withholding obligations, to determine that such Lender (or recipient) (including their direct or indirect interest holders, as may be relevant) has complied with its obligations under the FATCA such that no withholdings obligations exist and such Lender (and its direct or indirect interest holders, if any) has entered into the required agreement with the Secretary of the Treasury of the United States of America or to determine the amount to deduct and withhold from such payment.

Net Payments. (a) Except as provided for in Section 3.03(b), all All payments made by the Borrower hereunder, or any ------------ Guarantor hereunder or under any Note or any Guarantee will be made without setoff, counterclaim or other Loan Documentdefense. Except as provided in Section 5.06(b), including all such payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction Governmental Authority or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, with respect to except as provided in the Administrative Agentsecond succeeding sentence, any Lender, or any other recipient of any payment made by the Borrower hereunder, (i) any tax imposed on or measured by the net income or net profits of such Person and franchise taxes imposed on it a Lender pursuant to the laws of the jurisdiction under in which such Lender it is organized or the jurisdiction in which the principal office or Applicable Lending Office of such Lender, as applicable, Lender is located or any jurisdiction in which it is otherwise doing such Lender conducts business or any subdivision thereof or therein, and (ii) any branch profits or similar taxes imposed by any jurisdiction in which such Person is 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 Lender, or any other recipient of any payment made by the Borrower hereunder thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “"Covered Taxes”"). If any ------------- Covered Taxes are so levied or imposed, Borrower and each Guarantor, as the Borrower case may be, agrees to pay the full amount of such Taxes Covered Taxes, and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunderunder this Agreement, under any Note the Guarantees or under any other Loan DocumentNote, after withholding or deduction for or on account of any Taxes Covered Taxes, will not be less than the amount provided for herein or in such Note Note. If any amounts are payable in respect of Covered Taxes pursuant to the preceding sentence, Borrower and each Guarantor agrees on a joint and several basis 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 other Loan DocumentLender 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. The Borrower and each Guarantor, as the case may be, 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 evidencing such payment by Borrower or any Guarantor. Borrower and the Guarantors agree to jointly and severally indemnify and hold harmless any each Lender, and reimburse such Lender upon its written request, for the amount of any Covered Taxes so levied or imposed on and paid by such Lender. The Borrower will furnish Lender and any liability (including penalties, additions to the Administrative Agent within 45 days after the date the payment of any Taxestax, interest and expenses) arising therefrom or any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts, or other evidence reasonably satisfactory to the respective Lender, evidencing such payment by the Borrowerwith respect thereto. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to (a payment by Borrower "Non-U.S. Lender") agrees to provide --------------- deliver to the Borrower and the Administrative Agent on or prior to the Closing DateDate or, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 12.06 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Sectiontransfer), on or prior to the date of such assignment or transfer to such Lender, and from time to time thereafter if required by the Borrower or the Administrative Agent (i) two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP Form 4224 or W-8IMY 100 1 (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the paymentsuccessor forms) certifying to such Lender’s Lenders entitlement to a complete exemption from from, or a reduced reduction in rate of withholding of of, United States withholding tax with respect to payments to be made under this Agreement, Agreement and under any Note or any other Loan Document(or, along with any other appropriate documentation establishing such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interestany assignee Lender, at least as extensive as the assigning Lender), or (ii) if the Lender is not a "bank" within the meaning of Section 88 I(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit K (any such certificate, a "Section 5.06 Certificate") and ------------------------ (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8 (or successor form) certifying to such Lender's entitlement to a complete exemption from, or reduction in rate of, United States withholding tax with respect to payments to be made under this Agreement and under any Note (or, with respect to any assignee Lender, at least as extensive as the assigning Lender). In addition, each Lender agrees that from time to time after the Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service form establishing Form 4224 or 100 1, or Form W-8 and a Section 5.06 Certificate, as the case may be, and such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest) and any related documentation other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax if with respect to payments under this Agreement and any Note, or it shall immediately notify Borrower and Administrative Agent of its inability to deliver any such Form or Certificate, in which case such Lender shall not be required to deliver any such form or certificate pursuant to this Section 5.06(b). Notwithstanding the Lender continues to be so entitled. No foregoing, no Lender shall be required by this Section 3.03(b) to deliver a any such form or certificate if a change in treaty, law or regulation has occurred prior to the date on which such delivery would otherwise be required that renders any such form or certificate inapplicable or would prevent the Lender from duly completing and delivering any such form or certificate with respect to it is not legally entitled to deliverand such Lender so advises Borrower. The Borrower shall not be obligated required to indemnify any Non-U.S. Lender, or to pay any additional amounts to any Non-U.S. Lender, in respect of U.S. Federal withholding tax pursuant to Section 3.03(aparagraph (a) to pay additional amounts on account of or indemnify with respect to Taxes above to the extent that (i) the obligation to withhold amounts with respect to U.S. Federal withholding tax existed on the date such Taxes arise solely due Non-U.S. Lender became a party to a Lender’s failure this Agreement; provided, however, that this clause (i) shall not apply -------- ------- to deliver forms the extent that it was legally (x) the indemnity payments or additional amounts any Lender would be entitled to receive (without regard to this clause (i)) do not exceed the indemnity payments or additional amounts that the Person making the assignment or transfer to such Lender would have been entitled to receive in the absence of such assignment or transfer, or (y) such assignment or transfer had been requested by Borrower, or (ii) the obligation to pay such additional amounts would not have arisen but failed for a failure by such Non-U.S. Lender to deliver under comply with the provisions of this Section 3.03(b5.06(b). The Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 5.06 and except as set forth in Section 12.06(b), Borrower agrees to pay additional amounts and to indemnify each Lender in the manner set forth in Section 3.03(a5.06(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any Taxes amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes after the date such Lender becomes party to this Agreement Closing Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Covered Taxes. (c) Each Lender or Administrative Agent that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed by applicable lawIn addition, to the Borrower and the Administrative Agent (as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 or any successor form, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c). (d) If any Lender, in its reasonable discretion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes as to which indemnification has been paid by the Borrower pursuant to this Section 3.03, it shall promptly remit such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses to the Borrower; provided, however, that the Borrower agrees to promptly return pay any such refund (plus interest) to such Lender in present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or under the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with a copy of any notice of assessment Note or from the relevant taxing authority execution, delivery or registration of, or otherwise with respect to, this Agreement or the Notes (redacting any unrelated confidential information contained therein) requiring repayment of such refundhereinafter referred to as "Other Taxes"). Nothing contained herein shall impose an obligation on any Lender to apply for any such refund.-----------

Net Payments. (a) Except as provided for in Section 3.03(b), all All payments made by the Guarantors or the ------------ Borrower hereunder, under any Note or any other Loan Document, including all payments made by the Borrower pursuant to its guaranty obligations under any Note, will be made without setoff, counterclaim or other defense. Except as provided in Section 2.155.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, with respect to except as provided in the Administrative Agentsecond succeeding sentence, any Lender, or any other recipient of any payment made by the Borrower hereunder, (i) any tax imposed on or measured by the net income of a Bank or net profits of such Person and franchise taxes imposed on it the Issuing Bank pursuant to the laws of the jurisdiction under which such Lender is organized or the jurisdiction any political subdivision or taxing authority thereof or therein in which the principal office or Applicable Lending Office applicable lending office of such LenderBank, as applicable, is located or in which it is otherwise doing business or any subdivision thereof or therein, and (ii) any branch profits or similar taxes imposed by any jurisdiction in which such Person is located) and all interest, penalties or similar liabilities with respect to such non-excluded taxesthereto (collectively, levies imposts, duties, fees, assessments or other charges other than those resulting from the gross negligence or willful misconduct of the Administrative Agent, any Lender, or any other recipient of any payment made by the Borrower hereunder (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “"Taxes”"). If any Taxes are so levied or imposed, the Borrower agrees and the ----- Guarantors jointly and severally agree to pay the full amount of such Taxes to the relevant taxation authority or other governmental authority in accordance with applicable law, and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under any Note hereunder or under any other Loan DocumentNote, after withholding or deduction for or on account of any Taxes Taxes, will not be less than the amount provided for herein or in such Note Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the Borrower and the Guarantors shall jointly and severally be obligated to reimburse each Bank or the Issuing Bank, as the case may be, within 60 days from the date such Bank or the Issuing Bank makes written demand therefor for taxes imposed on or measured by the net income of such Bank or the Issuing Bank, as the case may be, pursuant to the laws of the jurisdiction or any political subdivision or taxing authority thereof or therein in which the principal office or applicable lending office of such other Loan DocumentBank or the Issuing Bank is located as such Bank or the Issuing Bank, as the case may be, shall determine are payable by such Bank or the Issuing Bank in respect of such amounts so paid to or on behalf of such Bank or the Issuing Bank pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Bank or the Issuing Bank pursuant to this sentence. The Borrower will or the Guarantors, as the case may be, shall furnish to the Administrative Agent within 60 days after the date of the payment of any Taxes due pursuant to applicable law, certified copies of the receipts evidencing such payment by the Borrower or the Guarantors or other written proof of payment reasonably satisfactory to the Administrative Agent showing payment thereof. The Borrower and the Guarantors jointly and severally agree to indemnify and hold harmless any Lendereach Bank, the Issuing Bank and each of the Agents, and to reimburse such Lender Bank, the Issuing Bank or such Agent (as the case may be) upon its written request, for the amount of any Taxes and Other Taxes (as defined below) so levied or imposed on and paid by such LenderBank, the Issuing Bank or such Agent (as the case may be). The Borrower will furnish to the Administrative Agent within 45 This indemnification shall be made with 60 days after the date such Bank, the payment of any Taxes, Issuing Bank or any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts, or other evidence reasonably satisfactory to such Agent (as the respective Lender, evidencing such payment by the Borrowercase may be) makes written demand therefor. (b) Each Lender The Issuing Bank (if appropriate) and each Bank that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide deliver to the Borrower and the Administrative Agent on or prior to the Closing DateRestatement Effective Date (or in the case of Tranche B Banks, on or prior to the date on which any interest on the Tranche B Loans is paid in cash), or in the case of a Lender Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 15.04 (unless the respective Lender Bank was already a Lender Bank hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Sectiontransfer), on or prior to the date of such assignment or transfer to such LenderBank, and from time to time thereafter if required by the Borrower or the Administrative Agent (i) two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP Form 4224 or W-8IMY 1001 (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the paymentsuccessor forms) certifying to such Lender’s Bank's or the Issuing Bank's entitlement to a complete exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this AgreementAgreement and under any Note, or (ii) if the Bank or the Issuing Bank is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form 4224 or 1001 pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit F (any Note such certificate, a "Section ------- 5.04(b)(ii) Certificate") and (y) two accurate and complete original signed ----------------------- copies of Internal Revenue Service Form W-8 (or any other Loan Document, along with any other appropriate documentation establishing successor form) certifying to such Bank's or the Issuing Bank's entitlement to a complete exemption or reduction (such as statements certifying qualification for exemption from United States withholding tax with respect to portfolio interest)payments of interest to be made under this Agreement and under any Note. In addition, each Lender Bank and the Issuing Bank agrees that from time to time after the Closing Restatement Effective Date, (i) when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respectrespect or (ii) upon the reasonable written request of the Borrower to such Bank, the Issuing Bank and the Administrative Agent, when a lapse in time renders the previous certification obsolete that it will deliver to the Borrower and the Administrative Agent (unless the Bank or the Issuing Bank is not lawfully able to do so solely as a result of a change in law) two new accurate and complete original signed copies of the applicable Internal Revenue Service form establishing Form 4224 or 1001, or Form W-8 and a Section 5.04(b)(ii) Certificate, as the case may be, and such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest) and any related documentation other forms as may be required in order to confirm or establish the entitlement of such Lender Bank or the Issuing Bank to a continued exemption from or reduction in United States withholding tax if with respect to payments under this Agreement and under any Note, or it shall immediately notify the Lender continues Borrower and the Administrative Agent of its inability to be so entitleddeliver any such Form or Certificate. No Lender If the form provided by a Bank or the Issuing Bank at the time such Bank or the Issuing Bank first becomes a party to this Agreement indicates a United States withholding tax in excess of zero, withholding tax at such rate shall be required considered excluded from Taxes unless and until such Bank or the Issuing Bank provides the appropriate form certifying that a lesser rate applies, whereupon withholding at such lesser rate shall only be considered excluded from Taxes for periods governed by this such form. Notwithstanding anything to the contrary contained in Section 3.03(b) 5.04(a), but subject to deliver a form or certificate that it is not legally entitled to deliver. The the immediately preceding and succeeding sentences, the Borrower shall not be obligated pursuant to Section 3.03(a5.04(a) hereof to pay additional gross-up payments to be made to a Bank, the Issuing Bank or the Administrative Agent in respect of income or similar taxes imposed by the United States (or any political subdivision taxing authority thereof or therein) and shall be entitled to deduct or withhold such taxes, to the extent it is required to do so by law from interest, fees and other amounts payable hereunder, if (1) such Bank or the Issuing Bank has not provided to the Borrower the appropriate form described in this subsection (b) (other than if, due to a change in law ----- ---- occurring after the date on account which a form originally was required to be provided, such form is not required under this subsection (b)) required to be provided to the Borrower pursuant to this Section 5.04(b) or (2) in the case of a payment, other than interest, to a Bank or indemnify with respect to Taxes the Issuing Bank described in clause (ii) above, to the extent that such Taxes arise solely due forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under the contrary contained in the preceding sentence or elsewhere in this Section 3.03(b). The 5.04, the Borrower agrees to pay additional amounts and to indemnify each Lender Bank and the Issuing Bank in the manner set forth in Section 3.03(a5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any Taxes amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes after the date such Lender becomes party to this Agreement Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender or Administrative Agent that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed by applicable lawIn addition, to the Borrower and shall pay any present or future stamp, documentary, excise, property or similar taxes, charges, levies that arise from any payment made hereunder or under the Administrative Agent (as applicable)Notes, a properly completed and duly executed Internal Revenue Service Form W-9 if any, or any successor formfrom the execution, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of delivery or indemnify registration of, or otherwise with respect to Taxes this Agreement or the Notes, if any (herein referred to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(cas "Other Taxes").. ----------- (d) If In the event that an additional payment is made under this Section 5.04 for the account of any LenderBank and such Bank, in its reasonable discretionsole opinion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes as to which indemnification has been paid by the Borrower pursuant to this Section 3.035.04, it such Bank shall promptly remit such refund (including any interest received in respect thereof)to the Borrower, net of all out-of-pocket costs and expenses to the Borrowerof such Bank related thereto; provided, however, that the Borrower upon the request -------- ------- of such Bank, agrees to promptly return any such refund (plus interest) to such Lender Bank in the event such Lender Bank is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on interfere with the right of a Bank to arrange its tax affairs in whatever manner it thinks fit nor oblige any Lender Bank to apply for any such refundrefund or to disclose any information relating to its tax affairs or any computations in respect thereof.