Common use of Net Payments Clause in Contracts

Net Payments. Any and all payments by the Borrower under this Agreement shall be made free and clear of and without deduction for any and all current or future taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto excluding (i) income taxes imposed on the net income of any Lender; and (ii) franchise taxes imposed on the net income of any Lender, in each case by the jurisdiction under the laws of which such Lender is organized, domiciled, resident or doing business or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually, “Taxes”). If the Borrower shall be required to deduct any Taxes from or in respect of any sum payable hereunder to a Lender (i) the sum payable shall be increased by the amount (an “additional amount”) necessary so that after making all required deductions such Lender shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant governmental authority in accordance with applicable law. Within 30 days after the date of any payment of Taxes pursuant to this paragraph (a), the Borrower shall furnish to the Administrative Agent a receipt issued by the relevant Governmental Authority or other evidence satisfactory to the Administrative Agent of payment thereof. The Borrower will indemnify each Lender (subject to such Lender having complied with paragraph (b) below) and hold each Lender harmless for the full amount of all Taxes paid or payable by such Lender with respect to this Agreement and any and all amounts received by such Lender hereunder, and any liability (including penalties, interest and expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto whether or not such Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability prepared by such Lender, absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower under this Section 2.16 shall survive the termination of this Agreement and the Commitments and the payment of all amounts payable under the Loan Documents.

Net Payments. Any and all (a) All payments made by the Borrower or on account of any Credit Party under this Agreement any Credit Document shall be made free and clear of of, and without deduction for or withholding for, any Taxes, except as required by applicable law. If any Taxes are required to be withheld or deducted from such payments, then the Credit Parties jointly and all current or future taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto excluding severally agree that (i) income taxes imposed to the extent such deduction or withholding is on the net income account of any Lender; and (ii) franchise taxes imposed on the net income of any Lenderan Indemnified Tax or Other Tax, in each case by the jurisdiction under the laws of which such Lender is organized, domiciled, resident or doing business or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually, “Taxes”). If the Borrower shall be required to deduct any Taxes from or in respect of any sum payable hereunder to a Lender (i) the sum payable shall be increased by the amount (an “additional amount”) as necessary so that after making all required deductions such or withholding (including deduction or withholdings applicable to additional sums payable under this Section 5.01), the Administrative Agent or Lender shall receive (as the case may be) receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) the Borrower shall applicable withholding agent will make such deductions or withholdings, and (iii) the Borrower applicable withholding agent shall timely pay the full amount deducted or withheld to the relevant governmental authority Governmental Authority in accordance with applicable law. Within 30 days after the date of any payment of Taxes pursuant to this paragraph (a)In addition, the Borrower Credit Parties shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law. The Credit Parties will furnish to the Administrative Agent a receipt issued within 45 days after the date the payment by any of them of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the relevant Governmental Authority applicable Credit Party. The Credit Parties jointly and severally agree to indemnify and hold harmless the Administrative Agent and each Lender, and reimburse the Administrative Agent and each Lender, within 10 Business Days of written request therefor, for the amount of any Indemnified Taxes (including any Indemnified Taxes imposed on amounts payable under this Section 5.01) payable or other evidence satisfactory paid by the Administrative Agent or such Lender or required to be withheld or deducted from a payment to the Administrative Agent of payment thereof. The Borrower will indemnify each Lender (subject to or such Lender having complied with paragraph (b) below) and hold each Lender harmless for the full amount of all Taxes paid or payable by such Lender with respect to this Agreement and any and all amounts received by such Lender hereunderLender, and any liability (including penaltiesOther Taxes, interest and any reasonable out-of-pocket expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability prepared by such Lender, absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower under this Section 2.16 shall survive the termination of this Agreement and the Commitments and the payment of all amounts payable under the Loan Documents.

Net Payments. Any and (a) Except as provided in this Section 4.04(a), all payments made by or on behalf of the Borrower hereunder and under this Agreement shall any Loan Document will be made free and clear of any defenses, rights of set-off, counterclaims, and without deduction for or withholding for, any and all current or future taxes, levies, imposts, deductions, charges or withholdings and all liabilities Taxes with respect thereto excluding (i) income taxes imposed on the net income of any Lender; and (ii) franchise taxes imposed on the net income of any Lenderto such payments, in each case unless required by the jurisdiction under the laws of which such Lender is organized, domiciled, resident or doing business or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually, “Taxes”)applicable law. If any Taxes are required to be withheld or deducted, the Borrower shall be required or Guarantor, if applicable, agrees to deduct any Taxes from or in respect of any sum payable hereunder to a Lender (i) the sum payable shall be increased by the amount (an “additional amount”) necessary so that after making all required deductions such Lender shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted of such Taxes to the relevant governmental authority Governmental Authority and, if such Tax is an Indemnified Tax, such additional amounts to the recipient as may be necessary so that every payment of all amounts due under this Agreement or under any Loan Document will not be less than the amount provided for herein or in accordance with such Loan Document after withholding or deduction for or on account of such Indemnified Taxes (including such deductions and withholdings applicable lawto additional sums payable under this Section 4.04(a)). Within 30 As soon as practicable after any payment of Taxes, but in no event later than 45 days after the date of any the payment of Taxes pursuant to this paragraph (a)any Taxes, the Borrower shall or Guarantors, if applicable, will furnish to the Administrative Agent a certified copies of the receipt issued by the relevant Governmental Authority evidencing such payment by the Borrower or other evidence satisfactory Guarantor. The Borrower or Guarantors, if applicable, agree to indemnify and hold harmless the Administrative Agent of payment thereof. The Borrower will indemnify and each Lender (subject Lender, and to reimburse such Lender having complied with paragraph (b) below) and hold each Lender harmless Person for the full amount of all any Indemnified Taxes paid so levied or imposed (including Indemnified Taxes imposed or asserted on or attributable to amounts payable by such Lender with respect to under this Agreement Section 4.04(a)) and any and all amounts received by such Lender hereunder, and any liability (including penalties, interest and reasonable expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto thereto, whether or not such Indemnified Taxes were correctly or legally asserted imposed by the relevant Governmental AuthorityAuthority and paid by such Person, within 10 days after written demand therefor. Notwithstanding the foregoing, Borrower and Guarantors shall not be required to indemnify the Administrative Agent or any Lender pursuant to this Section 4.04(a) for any interest, penalties or similar liabilities with respect to Tax incurred more than 180 days prior to the date that such Lender or the Administrative Agent notifies the Borrower of the event that gives rise to such claim; provided that, if the circumstance giving rise to such claim is retroactive, then such 180 day period referred to above shall be extended to include the period of retroactive effect thereof. A certificate as to the amount of such payment or liability prepared and the reasons therefor in reasonable detail (provided that such Lender shall not be required to disclose any price sensitive information, any confidential information or any information to the extent prohibited by such law or regulation) delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. The Borrower or Guarantor, if applicable, shall be finaltimely pay to the relevant Governmental Authority in accordance with applicable law, conclusive and binding for all purposes. The obligations or at the option of the Borrower under this Section 2.16 shall survive the termination of this Agreement and the Commitments and Administrative Agent timely reimburse it for the payment of all amounts payable under the Loan Documentsof, any Other Taxes.

Net Payments. Any and all payments by the Borrower Applicant Party under this Agreement shall be made free and clear of and without deduction for any and all current or future taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto excluding (i) income taxes imposed on the net income of any LenderCredit Party; and (ii) franchise taxes imposed on the net income of any LenderCredit Party, in each case by the jurisdiction under the laws of which such Lender Credit Party is organized, domiciled, resident or doing business or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually, “Taxes”). If the Borrower Applicant Party shall be required to deduct any Taxes from or in respect of any sum payable hereunder to a Lender (i) the sum payable shall be increased by the amount (an “additional amount”) necessary so that after making all required deductions such Lender shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower Applicant Party shall make such deductions and (iii) the Borrower Applicant Party shall pay the full amount deducted to the relevant governmental authority in accordance with applicable law. Within 30 thirty (30) days after the date of any payment of Taxes pursuant to this paragraph (a), the Borrower Applicant Party shall furnish to the Administrative Agent a receipt issued by the relevant Governmental Authority or other evidence satisfactory to the Administrative Agent of payment thereof. The Borrower Applicant Party will indemnify each Lender (subject to such Lender having complied with paragraph (b) below) and hold each Lender harmless for the full amount of all Taxes paid or payable by such Lender with respect to this Agreement and any and all amounts received by such Lender hereunder, and any liability (including penalties, interest and expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto whether or not such Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability prepared by such Lender, absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower Applicant Party under this Section 2.16 shall survive the termination of this Agreement and the Commitments and the payment of all amounts payable under the Loan Credit Documents.

Net Payments. Any and all (a) All payments made by the Borrower hereunder or under this Agreement shall any other Financing Document will be made without setoff, counterclaim or other defense. Except as provided in Section 3.24(b), all such payments will be made free and clear of of, and without deduction for or withholding for, any and all current present or future taxes, levies, imposts, deductionsduties, fees, assessments or other charges of whatever nature now or withholdings hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, in the case of any Lender, except as provided in the second succeeding sentence, Excluded Taxes) and all interest, penalties or similar liabilities with respect thereto excluding (i) income taxes imposed on the net income of any Lender; and (ii) franchise taxes imposed on the net income of any Lender, in each case by the jurisdiction under the laws of which such Lender is organized, domiciled, resident or doing business or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductionsduties, chargesfees, withholdings and liabilities, assessments or other charges being referred to collectively or individually, as “Applicable Taxes”). If any Applicable Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Applicable Taxes, and such additional amounts as may be necessary so that every payment of all amounts due hereunder or under any other Financing Document, after withholding or deduction for or on account of any Applicable Taxes, will not be less than the amount provided for herein or in such other Financing Document. If any amounts are payable in respect of Applicable Taxes pursuant to the preceding sentence, then the Borrower shall be required obligated to deduct reimburse each Lender, upon the written request of such Lender, for (i) taxes imposed on or measured by the net income of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or the jurisdiction in which the principal office or Applicable Lending Office of such Lender is located or any Taxes from political subdivision or taxing NEWYORK 8115155 (2K) 22 authority thereof or therein, and (ii) any withholding of Applicable Taxes, in each case as such Lender determines are payable by, or withheld from, such Lender in respect of any sum payable hereunder amounts paid to a Lender (i) the sum payable shall be increased by the amount (an “additional amount”) necessary so that after making all required deductions or on behalf of such Lender shall receive an amount equal pursuant to the sum it would have received had no such deductions been made, (ii) the preceding sentence and this sentence. The Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted will furnish to the relevant governmental authority in accordance with applicable law. Within 30 Administrative Agent within 45 days after the date of any the payment of any Applicable Taxes due pursuant to this paragraph (a), the Borrower shall furnish to the Administrative Agent a receipt issued applicable Law certified copies of tax receipts evidencing such payment by the relevant Governmental Authority or other evidence satisfactory to the Administrative Agent of payment thereofBorrower. The Borrower will agrees to indemnify and hold harmless each Lender (subject to Lender, and reimburse such Lender having complied with paragraph (b) below) and hold each Lender harmless upon its written request, for the full amount of all Taxes paid or payable by such Lender with respect to this Agreement and any and all amounts received by such Lender hereunder, and any liability (including penalties, interest and expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto whether or not such Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate as to the amount of such payment any Applicable Taxes so levied or liability prepared imposed and paid by such Lender, absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower under this Section 2.16 shall survive the termination of this Agreement and the Commitments and the payment of all amounts payable under the Loan Documents.

Net Payments. Any and all (a) All payments made by the US Borrower and the UK Borrower under this Agreement shall be made free and clear of of, and without deduction or withholding for or on account of, any and all current or future income, stamp or other taxes, levies, imposts, deductionsduties, charges charges, fees, deductions or withholdings and all liabilities with respect thereto withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding (i) net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the Administrative Agent or any Lender and (ii) any taxes imposed on the net income Administrative Agent or any Lender as a result of any Lender; a current or former connection between the Administrative Agent or such Lender and (ii) franchise taxes imposed on the net income of any Lender, in each case by the jurisdiction under of the laws of which Governmental Authority imposing such Lender is organized, domiciled, resident or doing business tax or any political subdivision or taxing authority thereof or therein (all other than any such connection arising solely from the Administrative Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement). If any such non-excluded taxes, levies, imposts, deductionsduties, charges, fees, deductions or withholdings and liabilities, collectively or individually, (“Non-Excluded Taxes”). If the Borrower shall be ) are required to deduct be withheld from any Taxes from or in respect of any sum amounts payable hereunder to a Lender (i) the sum payable shall be increased by the amount (an “additional amount”) necessary so that after making all required deductions such Lender shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant governmental authority in accordance with applicable law. Within 30 days after the date of any payment of Taxes pursuant to this paragraph (a), the Borrower shall furnish to the Administrative Agent a receipt issued by or any Lender hereunder, the relevant Governmental Authority or other evidence satisfactory amounts so payable to the Administrative Agent of payment thereof. The Borrower will indemnify each or such Lender shall be increased to the extent necessary to yield to the Administrative Agent or such Lender (subject after payment of all Non-Excluded Taxes) 105 interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement; provided, however, that the US Borrower shall not be required to increase any such amounts payable to any Lender that is not organized under the laws of the United States of America or a state thereof (a “Non-U.S. Lender”) if such Lender having complied fails to comply with the requirements of paragraph (b) below) and hold each Lender harmless of this Section 5.4. Whenever any Non-Excluded Taxes are payable by the US Borrower or the UK Borrower, as the case may be, as promptly as possible thereafter such US Borrower or UK Borrower shall send to the Administrative Agent for its own account or for the full amount account of all Taxes paid such Lender, as the case may be, a certified copy of an original official receipt (or payable by other evidence acceptable to such Lender with respect to this Agreement and any and all amounts Lender, acting reasonably) received by such Lender hereunderUS Borrower or the UK Borrower showing payment thereof. In addition, if the US Borrower or the UK Borrower, as the case may be, fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to the Administrative Agent the required receipts or other required documentary evidence, the US Borrower or the UK Borrower, as the case may be, shall indemnify the Administrative Agent and the Lenders for any liability (including penaltiesincremental taxes, interest and expenses (including reasonable attorneys fees and expenses)) arising therefrom interest, costs or with respect thereto whether or not such Taxes were correctly or legally asserted penalties that may become payable by the relevant Governmental Authority. A certificate Administrative Agent or any Lender as to the amount a result of any such payment or liability prepared by such Lender, absent manifest error, shall be final, conclusive and binding for all purposesfailure. The obligations of the Borrower under agreements in this Section 2.16 5.4(a) shall survive the termination of this Agreement and the Commitments and the payment of the Loans and all other amounts payable under the Loan Documentshereunder.

Net Payments. Any and all (i) All payments by the applicable Borrower or the Company under this Agreement and/or the Notes shall be made free without setoff or counterclaim and clear (unless, in the case of Competitive Bid Loans only, otherwise agreed to between the Borrower and without the Bank making any such Competitive Bid Loan), in such amounts as may be necessary in order that all such payments (after deduction or withholding for or on account of any and all current present or future taxes, levies, imposts, deductionsduties or other charges of whatsoever nature imposed by any Governmental Authority, charges other than any tax on or withholdings and all liabilities with respect thereto excluding (i) income taxes imposed on measured by the net income of a Bank pursuant to the income tax laws of the United States or of the jurisdictions where such Bank's principal or Applicable Lending Office is located (collectively, "Taxes")) shall not be less than the amounts otherwise specified to be paid under this Agreement and/or the Notes. If the applicable Borrower or the Company is required by law to make any Lender; deduction or withholding from any payment due hereunder, then the amount payable will be increased to such amount which, after deduction from such increased amount of all amounts required to be deducted or withheld therefrom, will not be less than the amount otherwise due and (ii) franchise payable. Without prejudice to the foregoing, if any Bank or the Administrative Agent is required to make any payment on account of Taxes, the Company will, upon notification by the Bank or the Administrative Agent promptly indemnify such person against such Taxes, together with any interest, penalties and expenses payable or incurred in connection therewith. The Company shall also reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income of such Bank pursuant to the laws of the United States of America, any LenderState or political subdivision thereof, in each case by or the jurisdiction in which the principal office or lending office of such Bank is located or under the laws of which such Lender is organized, domiciled, resident or doing business or any political subdivision thereof (all or taxing authority of any such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually, “Taxes”). If the Borrower jurisdiction as such Bank shall be required to deduct any Taxes from or determine are payable by such Bank in respect of any sum payable hereunder Taxes paid to a Lender (i) the sum payable shall be increased by the amount (an “additional amount”) necessary so that after making all required deductions or on behalf of such Lender shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant governmental authority in accordance with applicable law. Within 30 days after the date of any payment of Taxes Bank pursuant to Section 2. For purposes of this paragraph (a)Section, the Borrower shall furnish to the Administrative Agent a receipt issued by the relevant Governmental Authority or other evidence satisfactory to the Administrative Agent of payment thereof. The Borrower will indemnify each Lender (subject to such Lender having complied with paragraph (b) below) and hold each Lender harmless for the full amount of all Taxes paid or payable by such Lender with respect to this Agreement and any and all amounts received by such Lender hereunderterm "Taxes" includes interest, and any liability (including penalties, interest penalties and expenses (including reasonable attorneys fees and expenses)) arising therefrom payable or with respect thereto whether or not such Taxes were correctly or legally asserted by the relevant Governmental Authorityincurred in connection therewith. A certificate as to any additional amounts payable to a Bank under this Section 2.10(f) submitted to the amount of such payment or liability prepared Company by such LenderBank shall, absent manifest error, shall be final, conclusive and binding for all purposespurposes upon all parties hereto. The obligations With respect to each deduction or withholding for or on account of any Taxes, the Company shall promptly furnish to each Bank such certificates, receipts and other documents as may be required (in the judgment of such Bank) to establish any tax credit to which such Bank may be entitled. (ii) Each Bank shall supply to the Company, within a reasonable period after the date of execution of this Agreement, executed copies of Internal Revenue Service Form 4224 or Form 1001 (which indicates that the respective Bank is entitled to receive interest exempt from United States withholding tax) or any successor Forms, and shall update such Forms as necessary in order to retain their effectiveness, to the extent each such Bank is legally entitled to execute and deliver either of such Forms. (iii) With respect to any Taxes which are paid by any Borrower under in accordance with the provisions of this Section 2.16 shall survive 2.10(f), each Bank receiving the termination benefits of this Agreement and the Commitments and the payment such payments of all Taxes hereby agrees to pay to such Borrower any amounts payable under the Loan Documents.refunded to such Bank which such Bank determines in its sole discretion to be a refund in respect of such Taxes. (g)

Net Payments. Any and (a) Except as provided in this Section 3.15(a), all payments made by or on behalf of the Borrower hereunder and under this Agreement shall any Loan Document will be made without setoff, counterclaim or other defense. All such payments will be made free and clear of of, and without deduction for or withholding for, any and all current or future taxes, levies, imposts, deductions, charges or withholdings and all liabilities Taxes with respect thereto excluding (i) income taxes imposed on the net income of any Lender; and (ii) franchise taxes imposed on the net income of any Lenderto such payments, in each case unless required by the jurisdiction under the laws of which such Lender is organized, domiciled, resident or doing business or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually, “Taxes”)applicable law. If any Taxes are required to be withheld or deducted, the Borrower shall be required or Guarantor, if applicable, agrees to deduct any Taxes from or in respect of any sum payable hereunder to a Lender (i) the sum payable shall be increased by the amount (an “additional amount”) necessary so that after making all required deductions such Lender shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted of such Taxes to the relevant governmental authority Governmental Authority and, if such Tax is an Indemnified Tax, such additional amounts to the recipient as may be necessary so that every payment of all amounts due under this Agreement or under any Loan Document will not be less than the amount provided for herein or in accordance with such Loan Document after withholding or deduction for or on account of such Indemnified Taxes (including such deductions and withholdings applicable lawto additional sums payable under this Section 3.15(a)). Within 30 As soon as practicable after any payment of Taxes, but in no event later than 45 days after the date of any the payment of Taxes pursuant to this paragraph (a)any Taxes, the Borrower shall or Guarantors, if applicable, will furnish to the Administrative Agent a certified copies of the receipt issued by the relevant Governmental Authority evidencing such payment by such Borrower or other evidence satisfactory Guarantor. The Borrower or Guarantors, if applicable, agree to indemnify and hold harmless the Administrative Agent of payment thereof. The Borrower will indemnify and each Lender (subject Lender, and to reimburse such Lender having complied with paragraph (b) below) and hold each Lender harmless Person for the full amount of all any Indemnified Taxes paid so levied or imposed (including Indemnified Taxes imposed or asserted on or attributable to amounts payable by such Lender with respect to under this Agreement Section 3.15(a)) and any and all amounts received by such Lender hereunder, and any liability (including penalties, interest and reasonable expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto thereto, whether or not such Indemnified Taxes were correctly or legally asserted imposed by the relevant Governmental AuthorityAuthority and paid by such Person, within 10 days after written demand therefor. Notwithstanding the foregoing, Borrower and Guarantors shall not be required to indemnify the Administrative Agent or any Lender pursuant to this Section 3.15(a) for any Tax for which the Tax Indemnitee has received written notice from a taxing authority or has otherwise had knowledge of for more than 180 days prior to the date that such Lender or the Administrative Agent notifies the Borrower of the event that gives rise to such claim. A certificate as to the amount of such payment or liability prepared and the reasons therefor in reasonable detail (provided that such Lender shall not be required to disclose any price sensitive information, any confidential information or any information to the extent prohibited by such law or regulation) delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. The Borrower or Guarantor, if applicable, shall be finaltimely pay to the relevant Governmental Authority in accordance with applicable law, conclusive and binding for all purposes. The obligations or at the option of the Borrower under this Section 2.16 shall survive the termination of this Agreement and the Commitments and Administrative Agent timely reimburse it for the payment of all amounts payable under the Loan Documentsof, any Other Taxes.

Net Payments. Any and all (a) All payments made by the Borrower or on account of any Credit Party under this Agreement any Credit Document shall be made free and clear of of, and without deduction for or withholding for, any Taxes, except as required by applicable law. If any Indemnified Taxes are required to be withheld or deducted from such payments, then the Credit Parties jointly and all current or future taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto excluding severally agree that (i) income taxes imposed to the extent such deduction or withholding is on the net income account of any Lender; and (ii) franchise taxes imposed on the net income of any Lenderan Indemnified Tax or Other Tax, in each case by the jurisdiction under the laws of which such Lender is organized, domiciled, resident or doing business or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually, “Taxes”). If the Borrower shall be required to deduct any Taxes from or in respect of any sum payable hereunder to a Lender (i) the sum payable shall be increased by the amount (an “additional amount”) as necessary so that after making all required deductions such or withholding (including deduction or withholdings applicable to additional sums payable under this Section 5.04), the Administrative Agent or Lender shall receive (as the case may be) receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) the Borrower shall applicable withholding agent will make such deductions or withholdings, and (iii) the Borrower applicable withholding agent shall timely pay the full amount deducted or withheld to the relevant governmental authority Governmental Authority in accordance with applicable law. Within 30 days after the date of any payment of Taxes pursuant to this paragraph (a)In addition, the Borrower Credit Parties shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law. The Credit Parties will furnish to the Administrative Agent a receipt issued within 45 days after the date the payment by any of them of any Indemnified Taxes or Other Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the relevant Governmental Authority applicable Credit Party. The Credit Parties jointly and severally agree to indemnify and hold harmless the Administrative Agent and each Lender, and reimburse the Administrative Agent and each Lender, within 10 days of written request therefor, for the amount of any Indemnified Taxes (including any Indemnified Taxes imposed on amounts payable under this Section 5.04) payable or other evidence satisfactory paid by the Administrative Agent or such Lender or required to be withheld or deducted from a payment to the Administrative Agent of payment thereof. The Borrower will indemnify each Lender (subject to or such Lender having complied with paragraph (b) below) and hold each Lender harmless for the full amount of all Taxes paid or payable by such Lender with respect to this Agreement and any and all amounts received by such Lender hereunderLender, and any liability (including penaltiesOther Taxes, interest and any reasonable out-of-pocket expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability prepared by such Lender, absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower under this Section 2.16 shall survive the termination of this Agreement and the Commitments and the payment of all amounts payable under the Loan Documents.

Net Payments. Any and all (a) All payments made by the Borrower or on account of any Credit Party under this Agreement any Credit Document shall be made free and clear of of, and without deduction for or withholding for, any Taxes, except as required by Applicable Law. If any Taxes are required to be withheld or deducted from such payments by any applicable withholding agent, then the Credit Parties jointly and all current or future taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto excluding severally agree that (i) income taxes imposed to the extent such deduction or withholding is on the net income account of any Lender; and (ii) franchise taxes imposed on the net income of any Lenderan Indemnified Tax or Other Tax, in each case by the jurisdiction under the laws of which such Lender is organized, domiciled, resident or doing business or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually, “Taxes”). If the Borrower shall be required to deduct any Taxes from or in respect of any sum payable hereunder to a Lender (i) the sum payable shall be increased by the amount (an “additional amount”) as necessary so that after making all required deductions such or withholding (including deduction or withholdings applicable to additional sums payable under this Section 5.01), each Lender shall receive (or, in the case of a payment made to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) the Borrower shall applicable withholding agent will make such deductions or withholdings, and (iii) the Borrower applicable withholding agent shall timely pay the full amount deducted or withheld to the relevant governmental authority Governmental Authority in accordance with applicable lawApplicable Law. Within 30 days after the date of any payment of Taxes pursuant to this paragraph (a)In addition, the Borrower Credit Parties shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with Applicable Law. The Credit Parties will furnish to the Administrative Agent a receipt issued within 45 days after the date the payment by the relevant Governmental Authority any of them of any Taxes pursuant to this Section 5.01 copies of tax receipts, or other evidence reasonably satisfactory to the Administrative Agent of Agent, evidencing such payment thereofby the applicable Credit Party. The Borrower will Credit Parties jointly and severally agree, to indemnify and hold harmless the Administrative Agent and each Lender (subject to Lender, and reimburse the Administrative Agent and each Lender, within 10 days of written request therefor, for the amount of any Indemnified Taxes payable or paid by the Administrative Agent or such Lender having complied with paragraph (b) below) and hold each Lender harmless for or required to be withheld or deducted in respect of any payment to the full amount of all Taxes paid Administrative Agent or payable by such Lender with respect to this Agreement and under any and all amounts received by such Lender hereunderCredit Document, and any liability Other Taxes (including penaltiesany Indemnified Taxes and Other Taxes imposed on or attributable to amounts payable under this Section 5.01), interest and any reasonable out-of-pocket expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability prepared in good faith and delivered by the Administrative Agent or such Lender (or by the Administrative Agent on behalf of a Lender, ) shall be conclusive absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower under this Section 2.16 shall survive the termination of this Agreement and the Commitments and the payment of all amounts payable under the Loan Documents.

Net Payments. Any and all (a) All payments made by the Borrower under this Agreement shall hereunder will be made free without setoff or counterclaim. The Borrower will pay, prior to the date on which penalties attach thereto, all present and clear of future income, stamp and without deduction for any and all current or future other taxes, levies, impostsor costs and charges whatsoever imposed, deductionsassessed, levied or collected on or in respect of a Loan and/or the recording, registration, notarization or other formalization thereof and/or any payments of principal, interest or other amounts made on or in respect of a Loan (all such taxes, levies, costs and charges or withholdings and all liabilities with respect thereto excluding (i) income being herein collectively called "Taxes"; provided that Taxes shall not include taxes imposed on or measured by the overall net income of that Bank (or any Lender; and (iialternative tax imposed generally by any relevant jurisdiction in lieu of a tax on net income) franchise taxes imposed on the net income of any Lender, in each case by the jurisdiction under the laws United States of which such Lender is organized, domiciled, resident or doing business America or any political subdivision or taxing authority thereof or therein, taxes imposed under Section 884 of the Code or taxes on or measured by the overall net income (all such non-excluded taxesor any alternative tax imposed generally by any relevant jurisdiction in lieu of a tax on net income) of that Bank or any foreign office, leviesbranch or subsidiary of that Bank by any foreign country or subdivision thereof in which that Bank or that office, imposts, deductions, charges, withholdings and liabilities, collectively branch or individually, “Taxes”subsidiary is doing business). If The Borrower shall also pay such additional amounts equal to increases in taxes payable by that Bank described in the foregoing proviso which increases are attributable to payments made by the Borrower shall be required to deduct any Taxes from or described in respect the immediately preceding sentence of any sum payable hereunder to a Lender (i) the sum payable shall be increased by the amount (an “additional amount”) necessary so that after making all required deductions such Lender shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant governmental authority in accordance with applicable lawthis Section. Within 30 days Promptly after the date on which payment of any payment of Taxes such Tax is due pursuant to this paragraph (a)applicable law, the Borrower shall will, at the request of that Bank, furnish to the Administrative Agent a receipt issued by the relevant Governmental Authority or other evidence that Bank evidence, in form and substance satisfactory to that Bank, that the Administrative Agent of payment thereofBorrower has met its obligation under this Section 3.04. The Borrower will indemnify each Lender (subject to such Lender having complied Bank against, and reimburse each Bank on demand for, any Taxes, as determined by that Bank in its good faith and reasonable discretion. Such Bank shall provide the Borrower with paragraph (b) below) and hold each Lender harmless appropriate receipts for any payments or reimbursements made by the full amount of all Taxes paid or payable by such Lender with respect Borrower pursuant to this Agreement and any and all amounts received by such Lender hereunder, and any liability (including penalties, interest and expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto whether or not such Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability prepared by such Lender, absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower under this Section 2.16 shall survive the termination of this Agreement and the Commitments and the payment of all amounts payable under the Loan Documents3.04.

Net Payments. Any and all payments by the or on account of any obligation of any Borrower under this Agreement shall be made free and clear of and without deduction for any and all current or future taxes, levies, imposts, deductions, fees, assessments, duties, charges or withholdings and all liabilities (including interest, additions to tax or penalties) with respect thereto excluding (i) income taxes imposed on the net income of any Lender; and (ii) franchise taxes imposed on the net income of any Lender, in each case by the jurisdiction under the laws of which such Lender is organized, domiciled, resident or doing business or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually, “Taxes”)) except as required by applicable law. If any Borrower or the Borrower Administrative Agent shall be required by applicable laws to deduct any Taxes from or in respect of any sum payable hereunder hereunder, (A) if such Taxes are Taxes other than Excluded Taxes (all such non-Excluded Taxes, along with any Other Taxes, are collectively referred to a Lender (i) as “Indemnified Taxes”), the sum payable by such Borrower shall be increased by the amount (an “additional amount”) necessary so that after making all required deductions (including such Lender deductions and withholdings applicable to additional sums payable under this Section 2.16) the Recipient shall receive an amount equal to the sum it would have received had no such deductions been made, (iiB) such Borrower or the Borrower Administrative Agent shall make such deductions and (iiiC) such Borrower or the Borrower Administrative Agent shall pay the full amount deducted to the relevant governmental authority Governmental Authority in accordance with applicable law. Within 30 days after the date of any payment of withheld Taxes pursuant to this paragraph (a)) by a Borrower, the relevant Borrower shall furnish to the Administrative Agent a receipt issued by the relevant Governmental Authority Authority, if applicable, or other evidence satisfactory to the Administrative Agent of payment thereof. The Each Borrower will indemnify each Lender (subject to such Lender having complied with paragraph (b) below) Recipient and hold each Lender harmless such Recipient harmless, within 10 days after demand therefor, for the full amount of all Indemnified Taxes paid or payable by such Lender Recipient with respect to its own Obligations under this Agreement or any Loan Document and any and all amounts received by such Lender Recipient hereunder, and any liability (including penalties, interest and expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto whether or not such Indemnified Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability prepared by such LenderRecipient, absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower Borrowers under this Section 2.16 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, any Recipient, termination of this Agreement and the Commitments and the payment payment, satisfaction or discharge of all amounts payable Obligations under the Loan Documents.

Net Payments. Any and all payments by the Borrower under this Agreement shall be made free and clear of and without deduction for any and all current or future taxes, levies, imposts, deductions, fees, assessments, duties, charges or withholdings and all liabilities with respect thereto excluding (i) income taxes imposed on the net income of any Lender; and (ii) franchise taxes imposed on the net income of any Lender, in each case by the jurisdiction under the laws of which such Lender is organized, domiciled, resident or doing business or any political subdivision thereof and (iii) any United States federal withholding taxes imposed under FATCA (all such non-excluded taxes, levies, imposts, deductions, fees, assessments, duties, charges, withholdings and liabilities, collectively or individually, “Taxes”). If the Borrower shall be required to deduct any Taxes from or in respect of any sum payable hereunder to a Lender (i) the sum payable shall be increased by the amount (an “additional amount”) necessary so that after making all required deductions such Lender shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant governmental authority Governmental Authority in accordance with applicable law. Within 30 days after the date of any payment of Taxes pursuant to this paragraph (a), the Borrower shall furnish to the Administrative Agent a receipt issued by the relevant Governmental Authority or other evidence satisfactory to the Administrative Agent of payment thereof. The Borrower will indemnify each Lender (subject to such Lender having complied with paragraph (b) below) and hold each Lender harmless for the full amount of all Taxes paid or payable by such Lender with respect to this Agreement and any and all amounts received by such Lender hereunder, and any liability (including penalties, interest and expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto whether or not such Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability prepared by such Lender, absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower under this Section 2.16 shall survive the termination of this Agreement and the Commitments and the payment of all amounts payable under the Loan Documents.

Net Payments. Any and all (a) All payments made by the Borrower under this Agreement shall be made free and clear of of, and without deduction or withholding for or on account of, any and all current or future income, stamp or other taxes, levies, imposts, deductionsduties, charges charges, fees, deductions or withholdings and all liabilities with respect thereto withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding (i) net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the Administrative Agent or any Lender and (ii) any taxes imposed on the net income Administrative Agent or any Lender as a result of any Lender; a current or former connection between the Administrative Agent or such Lender and (ii) franchise taxes imposed on the net income of any Lender, in each case by the jurisdiction under of the laws of which Governmental Authority imposing such Lender is organized, domiciled, resident or doing business tax or any political subdivision or taxing authority thereof or therein (all other than any such connection arising solely from the Administrative Agent or such Lender having executed, delivered or performed its obligations or received payment under, or enforced, this Agreement). If any such non-excluded taxes, levies, imposts, deductionsduties, charges, fees, deductions or withholdings and liabilities, collectively or individually, (“Non-Excluded Taxes”)) are required to be withheld from any amounts payable to the Administrative Agent or any Lender hereunder, the amounts so payable to the Administrative Agent or such Lender shall be increased to the extent necessary to yield to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement; provided, however, that the Borrower shall not be required to increase any such amounts payable to any Lender that is not organized under the laws of the United States of America or a state thereof or the District of Columbia if such Lender fails to comply with the requirements of paragraph (b) of this Section 5.4. Whenever any Non-Excluded Taxes are payable by the Borrower, as promptly as possible thereafter the Borrower shall send to the Administrative Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof. If the Borrower shall be required fails to deduct pay any Non-Excluded Taxes from or in respect of any sum payable hereunder to a Lender (i) the sum payable shall be increased by the amount (an “additional amount”) necessary so that after making all required deductions such Lender shall receive an amount equal when due to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted appropriate taxing authority or fails to remit to the relevant governmental authority in accordance with applicable law. Within 30 days after Administrative Agent the date of any payment of Taxes pursuant to this paragraph (a)required receipts or other required documentary evidence, the Borrower shall furnish to indemnify, and within ten (10) days of demand thereof, pay, the Administrative Agent a receipt issued by and the relevant Governmental Authority or other evidence satisfactory to the Administrative Agent of payment thereof. The Borrower will indemnify each Lender (subject to such Lender having complied with paragraph (b) below) and hold each Lender harmless for Lenders the full amount of all Taxes paid any taxes, interest, costs or penalties that may become payable by the Administrative Agent or any Lender as a result of any such Lender with respect to this Agreement and any and all amounts received by such Lender hereunder, and any liability (including penalties, interest and expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto whether or not such Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability prepared by such Lender, absent manifest error, shall be final, conclusive and binding for all purposesfailure. The obligations of the Borrower under agreements in this Section 2.16 5.4(a) shall survive the termination of this Agreement and the Commitments and the payment of the Loans and all other amounts payable under the Loan Documentshereunder.

Net Payments. (a) Any and all payments made by or on behalf of the Borrower or any Guarantor under this Agreement or any other Loan Document shall be made free and clear of of, and without deduction or withholding for or on account of, any and all current Indemnified Taxes or future taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto excluding (i) income taxes imposed on Other Taxes; provided that if the net income of any Lender; and (ii) franchise taxes imposed on the net income of any Lender, in each case by the jurisdiction under the laws of which such Lender is organized, domiciled, resident or doing business Borrower or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively Guarantor or individually, “Taxes”). If the Borrower Administrative Agent shall be required by applicable Requirements of Law to deduct or withhold any Taxes from or in respect of any sum payable hereunder to a Lender such payments, then (i) the Borrower or such Guarantor or the Administrative Agent shall make such deductions or withholdings as are reasonably determined by the Borrower, such Guarantor or the Administrative Agent to be required by any applicable Requirement of Law, (ii) the Borrower, such Guarantor or the Administrative Agent, as applicable, shall timely pay the full amount deducted or withheld to the relevant Governmental Authority within the time allowed and in accordance with applicable Requirements of Law, and (iii) to the extent withholding or deduction is required to be made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower or such Guarantor shall be increased by the amount (an “additional amount”) as necessary so that after making all required deductions such Lender shall receive and withholdings (including deductions or withholdings applicable to additional sums payable under this Section 5.4) the Administrative Agent, the Collateral Agent or any Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) . Whenever any Indemnified Taxes or Other Taxes are payable by the Borrower shall make or such deductions and (iii) Guarantor, as promptly as possible thereafter, the Borrower or Guarantor shall pay the full amount deducted send to the relevant governmental authority in accordance with applicable lawAdministrative Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an official receipt (or other evidence acceptable to such Lender, acting reasonably) received by the Borrower or such Guarantor showing payment thereof. Within 30 days after the date of After any payment of Taxes pursuant by any Loan Party or the Administrative Agent to a Governmental Authority as provided in this paragraph (a)Section 5.4, the Borrower shall furnish deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrower, as the case may be, a copy of a receipt issued by the relevant such Governmental Authority evidencing such payment, a copy of any return required by laws to report such payment or other evidence of such payment reasonably satisfactory to the Borrower or the Administrative Agent of payment thereof. The Borrower will indemnify each Lender (subject to such Lender having complied with paragraph (b) below) and hold each Lender harmless for Agent, as the full amount of all Taxes paid or payable by such Lender with respect to this Agreement and any and all amounts received by such Lender hereunder, and any liability (including penalties, interest and expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto whether or not such Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability prepared by such Lender, absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower under this Section 2.16 shall survive the termination of this Agreement and the Commitments and the payment of all amounts payable under the Loan Documentscase may be.

Net Payments. Any and all (a) All payments made by the Borrower under this Agreement shall hereunder will be made free without setoff, counterclaim or other defense. The Borrower will pay, prior to the date on which penalties attach thereto, all present and clear of future income, stamp and without deduction for any and all current or future other taxes, levies, impostsor costs and charges whatsoever imposed, deductionsassessed, levied or collected on or in respect of a Loan and/or the recording, registration, notarization or other formalization thereof and/or any payments of principal, interest or other amounts made on or in respect of a Loan (all such taxes, levies, costs and charges or withholdings and all liabilities with respect thereto excluding (i) income being herein collectively called “Taxes”; provided that Taxes shall not include taxes imposed on or measured by the overall net income of that Lender (or any Lender; and (iialternative tax imposed generally by any relevant jurisdiction in lieu of a tax on net income) franchise by the United States of America or any political subdivision or taxing authority thereof or therein or taxes imposed on or measured by the overall net income (or any alternative tax imposed generally by any relevant jurisdiction in lieu of a tax on net income) of that Lender by any Lender, in each case by the jurisdiction under foreign country or subdivision thereof pursuant to the laws of which such Lender is organized, domiciled, resident organized or doing business in which the principal office or any political subdivision thereof (all applicable lending office of such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually, “Taxes”Lender is located). If The Borrower shall also pay such additional amounts equal to increases in taxes payable by that Lender described in the foregoing proviso which increases are attributable to payments made by the Borrower shall be required to deduct any Taxes from or described in respect the immediately preceding sentence of any sum payable hereunder to a Lender (i) the sum payable shall be increased by the amount (an “additional amount”) necessary so that after making all required deductions such Lender shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant governmental authority in accordance with applicable lawthis Section. Within 30 days Promptly after the date on which payment of any payment of Taxes such Tax is due pursuant to this paragraph (a)applicable law, the Borrower shall will, at the request of that Lender, furnish to the Administrative Agent a receipt issued by the relevant Governmental Authority or other evidence that Lender evidence, in form and substance satisfactory to that Lender, that the Administrative Agent of payment thereofBorrower has met its obligation under this Section 4.04. The Borrower will indemnify each Lender (subject to such Lender having complied with paragraph (b) below) against, and hold reimburse each Lender harmless on demand for, any Taxes, as determined by that Lender in its good faith and reasonable discretion. Such Lender shall provide the Borrower with appropriate receipts for any payments or reimbursements made by the full amount of all Taxes paid or payable by such Lender with respect Borrower pursuant to this Agreement and any and all amounts received by such Lender hereunder, and any liability (including penalties, interest and expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto whether or not such Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability prepared by such Lender, absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower under this Section 2.16 shall survive the termination of this Agreement and the Commitments and the payment of all amounts payable under the Loan Documents4.04.

Net Payments. Any and all (a) All payments by Borrower hereunder to or for the Borrower under this Agreement benefit of any Lender or the Agent shall be made without setoff, counterclaim or other defense. Except as provided in Subsection 3.9.2 (b) below, all such payments will be made free and clear of of, and without deduction for or withholding for, any and all current present or future taxes, levies, imposts, deductionsduties, fees, assessments, or other charges of whatever nature now or withholdings and hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding any tax imposed on or measured by the net income or profits of the Lender or the Agent, as the case may be, pursuant to the laws of the jurisdiction in which it is organized) together with all interest, penalties or similar liabilities with respect thereto excluding (i) income taxes imposed on the net income of any Lender; and (ii) franchise taxes imposed on the net income of any Lendercollectively, in each case by the jurisdiction under the laws of which such Lender is organized, domiciled, resident or doing business or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually, “"Covered Taxes”"). If the Borrower shall be required by law to deduct any Covered Taxes from or in respect of any sum payable hereunder to a any Lender or the Agent, (iA) the sum payable shall be increased by the amount (an “additional amount”) as may be necessary so that after making all required deductions of Covered Taxes (including deductions of Covered Taxes applicable to additional sums payable under this Section such Lender shall receive or the Agent, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (iiB) the Borrower shall make such deductions and (iiiC) the Borrower shall pay the full amount so deducted to the relevant governmental taxation authority or other authority in accordance with applicable law. Within 30 days after the date of any payment of Taxes pursuant to this paragraph (a), the Borrower shall furnish to the Administrative Agent a receipt issued within 45 days after the date the payment of any Covered Taxes is due certified copies of tax receipts evidencing such payment by the relevant Governmental Authority or other evidence satisfactory Borrower. Borrower agrees to the Administrative Agent of payment thereof. The Borrower will indemnify each Lender (subject to such Lender having complied with paragraph (b) below) and hold harmless the Lenders and the Agent and reimburse each Lender harmless of them, as the case may be, for the full amount of all Taxes paid or payable by such Lender with respect to this Agreement and any and all amounts received by such Lender hereunder, and any liability (including penalties, interest and expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto whether or not such Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate as to the amount of such payment any Covered Taxes so levied or liability prepared imposed and paid by such Lender, absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower under this Section 2.16 shall survive the termination of this Agreement and the Commitments and the payment of all amounts payable under the Loan Documentsthem.

Net Payments. Any and all (a) All payments made by the Borrower or on behalf of any Credit Party under this Agreement or any other Credit Document shall be made free and clear of and without deduction or withholding for any and all current or future taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto excluding (i) income taxes imposed on the net income account of any Lender; and (ii) franchise taxes imposed Taxes, except as required by Applicable Law. If any Taxes are required to be withheld from any amounts payable by or on the net income behalf of any Lender, in each case by the jurisdiction Credit Party under the laws of which such Lender is organized, domiciled, resident or doing business this Agreement or any political subdivision thereof other Credit Document (all as determined in the good faith discretion of the applicable withholding agent), then the applicable withholding agent shall be entitled to make such nondeduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law, and if such Tax is a Non-excluded taxesExcluded Tax, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually, “Taxes”). If then the Borrower shall be required increase the amounts payable to deduct any Taxes from or in respect of any sum payable hereunder the applicable Recipient to a Lender (i) the sum payable shall be increased by the amount (an “additional amount”) extent necessary so that after making all required such deduction or withholding has been made (including such deductions such Lender shall receive and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deductions deduction or withholding been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant governmental authority in accordance with applicable law. Within 30 days after the date of Whenever any payment of Taxes are paid by a Credit Party pursuant to this paragraph (aSection 5.04(a), as soon as practicable thereafter, the Borrower shall furnish send to the Administrative Agent the original or a certified copy of a receipt issued by the relevant Governmental Authority Authority, a copy of the return reporting such payment, or other evidence of such payment reasonably satisfactory to the Administrative Agent of payment thereofAgent. The Borrower will shall indemnify each the Agents and the Lenders for any Non-Excluded Taxes (including Non-Excluded Taxes imposed or asserted on or attributable to amounts payable under this Section 5.04(a)) that are paid by any Agent or Lender (subject or that are required to such be withheld or deducted from a payment to any Agent or Lender having complied with paragraph (b) below) and hold each Lender harmless for the full amount of all Taxes paid or payable by such Lender with respect to this Agreement and any and all amounts received by such Lender hereunder, and any liability (including penalties, interest and reasonable expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto thereto, whether or not such Non-Excluded Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, within ten (10) days after demand therefor. A certificate as to the amount of such payment or liability prepared delivered to the Borrower by such an Agent or Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with Applicable Law, or at the option of the Administrative Agent, shall be final, conclusive and binding timely reimburse it for all purposesthe payment of any Other Taxes. The obligations of the Borrower under agreements in this Section 2.16 5.04(a) shall survive the termination of this Agreement and the Commitments and the payment of the Loans and all other amounts payable under the Loan Documentshereunder.

Net Payments. Any and all (a) All payments made by or on behalf of the Borrower or any Guarantor under this Agreement shall or under any other Loan Document will be made without setoff, counterclaim or other defense. All such payments will be made free and clear of of, and without deduction for or withholding for, any Taxes with respect to such payments, unless required by applicable law. If any such Taxes are so levied or imposed, the applicable withholding agent shall pay, or withhold and all current remit, to the applicable Governmental Authority the full amount of such Taxes, and if the Tax in question is an Indemnified Tax or future taxesan Other Tax, leviesthe applicable Loan Party shall pay such additional amounts as may be necessary so that, imposts, deductions, charges after any required deductions or withholdings and all liabilities with respect thereto excluding have been made (iincluding any deductions or withholdings attributable to any payments required to be made under this Section 5.5) income taxes imposed each Lender (or in the case of a payment made to the Administrative Agent for its own account, such Administrative Agent) receives on the due date a net income of any Lender; and (ii) franchise taxes imposed on the net income of any Lender, in each case by the jurisdiction under the laws of which such Lender is organized, domiciled, resident or doing business or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually, “Taxes”). If the Borrower shall be required to deduct any Taxes from or in respect of any sum payable hereunder to a Lender (i) the sum payable shall be increased by the amount (an “additional amount”) necessary so that after making all required deductions such Lender shall receive an amount equal to the sum what it would have received had no such deductions Indemnified Taxes or Other Taxes not been madelevied or imposed. The Borrower or Guarantors, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant governmental authority in accordance with applicable law. Within 30 days after the date of any payment of Taxes pursuant to this paragraph (a)if applicable, the Borrower shall will furnish to the Administrative Agent a receipt issued by within forty-five (45) days after the relevant Governmental Authority date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts or other evidence reasonably satisfactory to the Administrative Agent of evidencing such payment thereofby the Borrower or Guarantor. The Borrower will or Guarantors, jointly and severally, agree to indemnify each Lender (subject to such Lender having complied with paragraph (b) below) and hold harmless the Administrative Agent and each Lender harmless Lender, and to reimburse such Person upon its written request within twenty (20) days of demand therefor, for the full amount of all any Indemnified Taxes or Other Taxes so levied or imposed and paid or payable by such Lender with respect to this Agreement and any and all amounts received by such Lender hereunder, and any liability Person (including penaltiesany Indemnified Taxes or Other Taxes imposed on or attributable to amounts payable under this Section 5.5), interest and expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto whether or not such Taxes were correctly or legally asserted by imposed or asserted; provided that if the Administrative Agent or any Lender requests indemnification more than 90 days after the earlier of (1) the date on which the Administrative Agent or the applicable Lender received written demand for payment of the applicable Indemnified Taxes or Other Taxes from the relevant Governmental AuthorityAuthority or (2) the date on which the Administrative Agent or the applicable Lender paid the applicable Indemnified Taxes or Other Taxes, the Administrative Agent or the applicable Lender shall not be indemnified to the extent that such failure or delay results in prejudice to the Borrower or any Guarantor. A certificate as to setting forth the amount of such payment or liability and the manner in which such amount was determined, prepared in good faith and delivered by such the Lender or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower under this Section 2.16 shall survive the termination of this Agreement and the Commitments and the payment of all amounts payable under the Loan Documents.

Net Payments. Any and all (a) All payments made by or on behalf of the Borrower under this Agreement shall or any other Credit Document shall, except as otherwise required by law, be made free and clear of of, and without deduction or withholding for or on account of, any and all current or future income, stamp or other taxes, levies, imposts, deductionsduties, charges charges, fees, deductions or withholdings and all liabilities with respect thereto withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding (i) net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the net income of any Lender; Agent or any Lender and (ii) franchise any taxes imposed on the net income any Agent or any Lender as a result of any Lender, in each case by a current or former connection between such Agent or such Lender and the jurisdiction under of the laws of which Governmental Authority imposing such Lender is organized, domiciled, resident or doing business tax or any political subdivision or taxing authority thereof or therein (all other than any such connection arising solely from such Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Credit Document); provided that, if any such non-excluded taxes, levies, imposts, deductionsduties, charges, fees, deductions or withholdings and liabilities, collectively or individually, (“Non-Excluded Taxes”). If ) are required to be withheld from any amounts payable to any Agent or any Lender hereunder, the amounts so payable to such Agent or such Lender shall be increased to the extent necessary to yield to such Agent or such Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement had such withholding not been required; provided, however, that the Borrower shall not be required to deduct increase any Taxes from or in respect of such amounts payable to any sum payable hereunder to a Lender (ix) the sum payable shall be increased by the amount (an “additional amount”) necessary so that after making all required deductions if such Lender shall receive an amount equal fails to comply with the requirements of paragraph (b), (c) or (d) of this Section 5.4, (y) that are with respect to U.S. federal withholding taxes imposed pursuant to FATCA or (z) that are with respect to any U.S. federal withholding taxes imposed as a result of relocation of a Lender’s lending office except to the sum it would have received had no extent that such deductions been madeLender was entitled, (ii) at the time of such relocation, to receive additional amounts from the Borrower shall make with respect to such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant governmental authority in accordance with applicable law. Within 30 days after the date of any payment of Non-Excluded Taxes pursuant to this paragraph Section 5.4. Whenever any Non-Excluded Taxes are payable by the Borrower, as promptly as possible thereafter the Borrower shall send to the Administrative Agent for its own account or for the account of such Agent or Lender, as the case may be, a certified copy of an original official receipt (a)or other evidence acceptable to such Agent or Lender, acting reasonably) received by the Borrower showing payment thereof. In addition, if the Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to the Administrative Agent the required receipts or other required documentary evidence, the Borrower shall furnish to indemnify the Administrative Agents and the Lenders for any incremental taxes, interest, costs or penalties that may become payable by any Agent or any Lender as a receipt issued by the relevant Governmental Authority or other evidence satisfactory to the Administrative Agent result of payment thereofany such failure. The Borrower will indemnify each Lender (subject to such Lender having complied with paragraph (b) below) and hold each Lender harmless for the full amount of all Taxes paid or payable by such Lender with respect to this Agreement and any and all amounts received by such Lender hereunder, and any liability (including penalties, interest and expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto whether or not such Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability prepared by such Lender, absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower under agreements in this Section 2.16 5.4(a) shall survive the termination of this Agreement and the Commitments and the payment of the Loans and all other amounts payable under hereunder. For purposes of this Section 5.4, for the Loan Documentsavoidance of doubt the term “Lender” shall include each Letter of Credit Issuer and L/C Participant.

Net Payments. Any and all (a) All payments made by the US Borrower and the UK Borrower under this Agreement shall be made free and clear of of, and without deduction or withholding for or on account of, any and all current or future income, stamp or other taxes, levies, imposts, deductionsduties, charges charges, fees, deductions or withholdings and all liabilities with respect thereto withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding (i) net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the Administrative Agent or any Lender and (ii) any taxes imposed on the net income Administrative Agent or any Lender as a result of any Lender; a current or former connection between the Administrative Agent or such Lender and (ii) franchise taxes imposed on the net income of any Lender, in each case by the jurisdiction under of the laws of which Governmental Authority imposing such Lender is organized, domiciled, resident or doing business tax or any political subdivision or taxing authority thereof or therein (all other than any such connection arising solely from the Administrative Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement). If any such non-excluded taxes, levies, imposts, deductionsduties, charges, fees, deductions or withholdings and liabilities, collectively or individually, “("Non-Excluded Taxes”). If the Borrower shall be ") are required to deduct be withheld from any Taxes from or in respect of any sum amounts payable hereunder to a Lender (i) the sum payable shall be increased by the amount (an “additional amount”) necessary so that after making all required deductions such Lender shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant governmental authority in accordance with applicable law. Within 30 days after the date of any payment of Taxes pursuant to this paragraph (a), the Borrower shall furnish to the Administrative Agent a receipt issued by or any Lender hereunder, the relevant Governmental Authority or other evidence satisfactory amounts so payable to the Administrative Agent of payment thereof. The Borrower will indemnify each or such Lender shall be increased to the extent necessary to yield to the Administrative Agent or such Lender (subject after payment of all Non-Excluded Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement; provided, however, that the US Borrower shall not be required to increase any such amounts payable to any Lender that is not organized under the laws of the United States of America or a state thereof (a "Non-U.S. Lender") if such Lender having complied fails to comply with the requirements of paragraph (b) below) and hold each Lender harmless of this Section 5.4. Whenever any Non-Excluded Taxes are payable by the US Borrower or the UK Borrower, as the case may be, as promptly as possible thereafter such US Borrower or UK Borrower shall send to the Administrative Agent for its own account or for the full amount account of all Taxes paid such Lender, as the case may be, a certified copy of an original official receipt (or payable by other evidence acceptable to such Lender with respect to this Agreement and any and all amounts Lender, acting reasonably) received by such Lender hereunderUS Borrower or UK Borrower showing payment thereof. If the US Borrower or the UK Borrower, as the case may be, fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to the Administrative Agent the required receipts or other required documentary evidence, such US Borrower or UK Borrower shall indemnify the Administrative Agent and the Lenders for any liability (including penaltiesincremental taxes, interest and expenses (including reasonable attorneys fees and expenses)) arising therefrom interest, costs or with respect thereto whether or not such Taxes were correctly or legally asserted penalties that may become payable by the relevant Governmental Authority. A certificate Administrative Agent or any Lender as to the amount a result of any such payment or liability prepared by such Lender, absent manifest error, shall be final, conclusive and binding for all purposesfailure. The obligations of the Borrower under agreements in this Section 2.16 5.4(a) shall survive the termination of this Agreement and the Commitments and the payment of the Loans and all other amounts payable under the Loan Documentshereunder.

Net Payments. Any and all (a) All payments made by the Borrower under this Agreement shall hereunder will be made free without setoff or counterclaim. The Borrower will pay, prior to the date on which penalties attach thereto, all present and clear of future income, stamp and without deduction for any and all current or future other taxes, levies, impostsor costs and charges whatsoever imposed, deductionsassessed, levied or collected on or in respect of a Loan and/or the recording, registration, notarization or other formalization thereof and/or any payments of principal, interest or other amounts made on or in respect of a Loan (all such taxes, levies, costs and charges or withholdings and all liabilities with respect thereto excluding (i) income being herein collectively called "Taxes"; provided that Taxes shall not include taxes imposed on or measured by the overall net income of that Bank (or any Lender; and (iialternative tax imposed generally by any relevant jurisdiction in lieu of a tax on net income) franchise taxes imposed on the net income of any Lender, in each case by the jurisdiction under the laws United States of which such Lender is organized, domiciled, resident or doing business America or any political subdivision or taxing authority thereof or therein, taxes imposed under Section 884 of the Code or taxes on or measured by the overall net income (all such non-excluded taxesor any alternative tax imposed generally by any relevant jurisdiction in lieu of a tax on net income) of that Bank or any foreign office, leviesbranch or subsidiary of that Bank by any foreign country or subdivision thereof in which that Bank or that office, imposts, deductions, charges, withholdings and liabilities, collectively branch or individually, “Taxes”subsidiary is doing business). If The Borrower shall also pay such additional amounts equal to increases in taxes payable by that Bank described in the foregoing proviso which increases are attributable to payments made by the Borrower shall be required to deduct any Taxes from or described in respect the immediately preceding sentence of any sum payable hereunder to a Lender (i) the sum payable shall be increased by the amount (an “additional amount”) necessary so that after making all required deductions such Lender shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant governmental authority in accordance with applicable lawthis Section. Within 30 days Promptly after the date on which payment of any payment of Taxes such Tax is due pursuant to this paragraph (a)applicable law, the Borrower shall will, at the request of that Bank, furnish to the Administrative Agent a receipt issued by the relevant Governmental Authority or other evidence that Bank evidence, in form and substance satisfactory to that Bank, that the Administrative Agent of payment thereofBorrower has met its obligation under this Section 4.04. The Borrower will indemnify each Lender (subject to such Lender having complied Bank against, and reimburse each Bank on demand for, any Taxes, as determined by that Bank in its good faith and reasonable discretion. Such Bank shall provide the Borrower with paragraph (b) below) and hold each Lender harmless appropriate receipts for any payments or reimbursements made by the full amount of all Taxes paid or payable by such Lender with respect Borrower pursuant to this Agreement and any and all amounts received by such Lender hereunder, and any liability (including penalties, interest and expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto whether or not such Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability prepared by such Lender, absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower under this Section 2.16 shall survive the termination of this Agreement and the Commitments and the payment of all amounts payable under the Loan Documents4.04.

Net Payments. Any and all (a) All payments by the Borrower under this Agreement hereunder to or for the benefit of any Lender, the Issuing Bank, the Syndication Agent or the Agent shall be made without setoff, counterclaim or other defense. Except as provided in Section 5.9(b), all such payments will be made free and clear of of, and without deduction for or withholding for, any and all current present or future taxes, levies, imposts, deductionsduties, fees, assessments, or other charges of whatever nature now or withholdings and hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding any tax imposed on or measured by the net income or profits of the Lender, the Issuing Bank, the Syndication Agent or the Agent, as the case may be, pursuant to the laws of the jurisdictions in which any of them is domiciled) together with all interest, penalties or similar liabilities with respect thereto excluding (i) income taxes imposed on the net income of any Lender; and (ii) franchise taxes imposed on the net income of any Lendercollectively, in each case by the jurisdiction under the laws of which such Lender is organized, domiciled, resident or doing business or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually, “"Covered Taxes”"). If the Borrower shall be required by law to deduct any Covered Taxes from or in respect of any sum payable hereunder to a Lender any Lender, the Issuing Bank, the Syndication Agent or the Agent, (iA) the sum payable shall be increased by the amount (an “additional amount”) as may be necessary so that after making all required deductions of Covered Taxes (including deductions of Covered Taxes applicable to additional sums payable under this Section 5.9) such Lender shall receive Lender, the Issuing Bank, the Syndication Agent or the Agent, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (iiB) the Borrower shall make such deductions and (iiiC) the Borrower shall pay the full amount so deducted to the relevant governmental taxation authority or other authority in accordance with applicable law. Within 30 days after the date of any payment of Taxes pursuant to this paragraph (a), the The Borrower shall furnish to the Administrative Agent a receipt issued within forty-five (45) days after the date the payment of any Covered Taxes is due certified copies of tax receipts evidencing such payment by the relevant Governmental Authority or other evidence satisfactory to the Administrative Agent of payment thereofBorrower. The Borrower will agrees to indemnify each Lender (subject to such Lender having complied with paragraph (b) below) and hold harmless the Lender, the Issuing Bank, the Syndication Agent and the Agent and reimburse each Lender harmless of them, as the case may be, for the full amount of all Taxes paid or payable by such Lender with respect to this Agreement and any and all amounts received by such Lender hereunder, and any liability (including penalties, interest and expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto whether or not such Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate as to the amount of such payment any Covered Taxes so levied or liability prepared imposed and paid by such Lender, absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower under this Section 2.16 shall survive the termination of this Agreement and the Commitments and the payment of all amounts payable under the Loan Documentsthem.

Net Payments. (a) Any and all payments made by or on behalf of the Borrower or any Guarantor under this Agreement or any other Credit Document shall be made free and clear of of, and without deduction or withholding for or on account of, any and all current Taxes; provided that if the Borrower, any Guarantor or future taxesthe Administrative Agent (such applicable Person, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto excluding (ithe “applicable withholding agent”) income taxes imposed on the net income of any Lender; and (ii) franchise taxes imposed on the net income of any Lender, in each case by the jurisdiction under the laws of which such Lender is organized, domiciled, resident or doing business or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually, “Taxes”). If the Borrower shall be required by applicable Requirements of Law to deduct or withhold any Taxes from or in respect of any sum payable hereunder to a Lender such payments, then (i) the applicable withholding agent shall make such deductions or withholdings as are reasonably determined by the applicable withholding agent to be required by any applicable Requirement of Law, (ii) the applicable withholding agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Requirements of Law, and (iii) to the extent withholding or deduction is required to be made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower or such Guarantor shall be increased by the amount (an “additional amount”) as necessary so that after making all required deductions such Lender shall receive and withholdings of Indemnified Taxes or Other Taxes have been made (including deductions or withholdings of Indemnified Taxes or Other Taxes applicable to additional sums payable under this Section 5.4) the Administrative Agent, the Collateral Agent, or the applicable Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant governmental authority in accordance with applicable law. Within 30 days after the date of After any payment of Taxes pursuant by any Credit Party or the Administrative Agent to a Governmental Authority as provided in this paragraph (a)Section 5.4, the Borrower shall furnish deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrower, as the case may be, the original or a certified copy of a receipt issued by the relevant such Governmental Authority evidencing such payment, a copy of any return required by law to report such payment or other evidence of such payment reasonably satisfactory to the Borrower or the Administrative Agent of payment thereof. The Borrower will indemnify each Lender (subject to such Lender having complied with paragraph (b) below) and hold each Lender harmless for Agent, as the full amount of all Taxes paid or payable by such Lender with respect to this Agreement and any and all amounts received by such Lender hereunder, and any liability (including penalties, interest and expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto whether or not such Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability prepared by such Lender, absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower under this Section 2.16 shall survive the termination of this Agreement and the Commitments and the payment of all amounts payable under the Loan Documentscase may be.

Net Payments. Any and all (a) All payments by the Borrower or on account of any obligation of any Credit Party under this Agreement any Credit Document shall be made free and clear of and without deduction or withholding for any and all current Taxes, except as required by applicable Laws. If any applicable Laws require the deduction or future taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto excluding (i) income taxes imposed on the net income withholding of any Lender; and (ii) franchise taxes imposed on the net income of any Lender, in each case by the jurisdiction under the laws of which such Lender is organized, domiciled, resident or doing business or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually, “Taxes”). If the Borrower shall be required to deduct any Taxes from or Tax in respect of any sum payable hereunder to such payment by Administrative Agent, a Lender Credit Party or any other applicable withholding agent, then (i) the applicable withholding agent shall be entitled to withhold or make such deductions as are determined by the applicable withholding agent to be required, (ii) the applicable withholding agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable Law, and (iii) to the extent that the withholding or deduction is made on account of Covered Taxes, the sum payable by the applicable Credit Party shall be increased by the amount (an “additional amount”) as necessary so that after making all any required withholding or deductions such are made (including withholding or deductions applicable to additional sums payable under this Section 5.06), the applicable Lender shall receive (or, in the case of payments made to Administrative Agent for its own account, Administrative Agent) receives an amount equal to the sum it would have received had no such deductions withholding or deduction been mademade (provided that, if the applicable withholding agent in respect of a Covered Tax or Other Tax is a Person other than a Credit Party or Administrative Agent (ii) e.g., a Lender), the Borrower shall make such deductions and additional amounts required to be paid by a Credit Party under this clause (iii) in respect of such Tax shall not be greater than the additional amounts such Credit Party would have been obligated to pay had such Credit Party made payment of such sum directly to the applicable beneficial owner of such payment, provided, further, that such Tax would not have been an Excluded Tax had such beneficial owner been a Lender hereunder and had complied with the provisions of Section 5.06(c)). Borrower shall pay the full amount deducted furnish to the relevant governmental authority in accordance with applicable law. Within 30 days Administrative Agent as soon as practicable after the date of any the payment of any Taxes by a Credit Party pursuant to this paragraph (a), the Borrower shall furnish Section 5.06 documentation reasonably satisfactory to the Administrative Agent a receipt issued evidencing such payment by the relevant Governmental Authority or other evidence satisfactory to the applicable Credit Party. The Credit Parties shall jointly and severally indemnify and hold harmless Administrative Agent of payment thereof. The Borrower will indemnify and each Lender, and reimburse Administrative Agent or such Lender (subject to such Lender having complied with paragraph (bas applicable) below) and hold each Lender harmless upon its written request, for the full amount of all any Covered Taxes payable or paid or payable by such Lender with respect or Administrative Agent or required to this Agreement and any and all amounts received by be withheld or deducted from a payment to such Lender hereunder, and any liability recipient (including penalties, interest Covered Taxes imposed or asserted on amounts payable under this Section 5.06) and for any other reasonable expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto thereto, in each case, whether or not such Covered Taxes were correctly or legally asserted by the relevant Governmental Authorityimposed. A Such written request shall include a certificate as to the amount of such payment Lender or liability prepared by Administrative Agent setting forth in reasonable detail the basis of such Lenderrequest and such certificate, absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower under this Section 2.16 shall survive the termination of this Agreement and the Commitments and the payment of all amounts payable under the Loan Documentsconclusive.

Net Payments. Any and all All payments made by the Borrower under this ------------ Agreement shall be made free and clear of of, and without deduction or withholding for or on account of, any and all current or future income, stamp or other taxes, levies, imposts, deductionsduties, charges charges, fees, deductions or withholdings and all liabilities with respect thereto withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding (i) net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the Lender and (ii) any taxes imposed on the net income Lender as a result of any Lender; a current or former connection between the Lender and (ii) franchise taxes imposed on the net income of any Lender, in each case by the jurisdiction under of the laws of which Governmental Authority imposing such Lender is organized, domiciled, resident or doing business tax or any political subdivision or taxing authority thereof or therein (all other than any such connection arising solely from the Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement). If any such non-excluded taxes, levies, imposts, deductionsduties, charges, fees, deductions or withholdings and liabilities("Non-Excluded Taxes") are required to be ------------------ withheld from any amounts payable to the Lender hereunder, collectively the amounts so payable to the Lender shall be increased to the extent necessary to yield to the Lender (after payment of all Non-Excluded Taxes) interest or individuallyany such other amounts payable hereunder at the rates or in the amounts specified in this Agreement. Whenever any Non-Excluded Taxes are payable by the Borrower, “Taxes”)as promptly as possible thereafter the Borrower shall send to the Lender a certified copy of an original official receipt received by the Borrower showing payment thereof. If the Borrower shall be required fails to deduct pay any Non-Excluded Taxes from or in respect of any sum payable hereunder to a Lender (i) the sum payable shall be increased by the amount (an “additional amount”) necessary so that after making all required deductions such Lender shall receive an amount equal when due to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted appropriate taxing authority or fails to remit to the relevant governmental authority in accordance with applicable law. Within 30 days after Lender the date of any payment of Taxes pursuant to this paragraph (a)required receipts or other required documentary evidence, the Borrower shall furnish to indemnify the Administrative Agent a receipt issued Lender for any incremental taxes, interest, costs or penalties that may become payable by the relevant Governmental Authority or other evidence satisfactory to the Administrative Agent Lender as a result of payment thereofany such failure. The Borrower will indemnify each Lender (subject to such Lender having complied with paragraph (b) below) and hold each Lender harmless for the full amount of all Taxes paid or payable by such Lender with respect to this Agreement and any and all amounts received by such Lender hereunder, and any liability (including penalties, interest and expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto whether or not such Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability prepared by such Lender, absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower under agreements in this Section 2.16 3.3(a) shall survive the termination of this Agreement and the Commitments and the payment of the Loans and all other amounts payable under the Loan Documentshereunder.

Net Payments. Any and all (a) All payments made by the Borrower hereunder, under any Note or any other Credit Document, will be made without setoff, counterclaim or other defense. Except as provided for in this Agreement shall Section 5.4(a), all such payments will be made free and clear of of, and without deduction for or withholding for, any and all current taxes. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or future taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto excluding (i) income taxes imposed on the net income withholding of any Lender; and (ii) franchise taxes imposed on tax from any such payment by a Withholding Agent, then the net income of any Lender, in each case by the jurisdiction under the laws of which such Lender is organized, domiciled, resident or doing business or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually, “Taxes”). If the Borrower applicable Withholding Agent shall be required entitled to deduct any Taxes from or in respect of any sum payable hereunder to a Lender (i) the sum payable shall be increased by the amount (an “additional amount”) necessary so that after making all required deductions such Lender shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions deduction or withholding and (iii) the Borrower shall timely pay the full amount deducted or withheld to the relevant governmental authority Governmental Authority in accordance with applicable law. Within 30 days If any Taxes are so levied or imposed, the Borrower agrees to timely pay the full amount of such Taxes and such additional amounts (after the date payment of all Taxes) as may be necessary so that every payment of all amounts due hereunder, under any Note or under any other Credit Document, after withholding or deduction for or on account of any payment Taxes, will not be less than the amount provided for herein or in such Note or in such other Credit Document, provided, however, that the Borrower shall not be required to increase any such amounts payable to any Lender with respect to any Taxes to the extent such Taxes are (i) attributable to such Lender’s failure to comply with the requirements of Taxes Section 5.4(b) or (ii) United States withholding taxes that exceed the United States withholding taxes imposed on amounts payable to such Lender at the time the Lender becomes a party to this Agreement (other than pursuant to an assignment request by the Borrower under Section 2.13) or designates a new lending office, except to the extent that, pursuant to this paragraph Section 5.4, amounts with respect to such taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office (aTaxes and all such non-excluded taxes described in this Section 5.4(a) being hereinafter referred to as “Indemnified Taxes”), the . The Borrower shall will furnish to the Administrative Agent a receipt issued as soon as practicable after the date the payment of any Taxes, or any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the relevant Governmental Authority or other evidence satisfactory to the Administrative Agent of payment thereofBorrower. The Borrower will indemnify and hold harmless the Administrative Agent and each Lender (subject to Lender, and reimburse the Administrative Agent or such Lender having complied with paragraph (b) below) and hold each Lender harmless within 10 days after its request, for the full amount of all any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 5.4) levied or imposed and payable or paid or payable required to be withheld or deducted by the Administrative Agent or such Lender with respect to this Agreement and any and all amounts received by such Lender hereunder, and any liability (including penalties, interest and reasonable expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability prepared delivered to the Borrower by such a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower under this Section 2.16 shall survive the termination of this Agreement and the Commitments and the payment of all amounts payable under the Loan Documents.LEGAL02/35396801v7

Net Payments. Any and all (a) All payments made by the Borrower or on account of any Credit Party under this Agreement any Credit Document shall be made free and clear of of, and without deduction for or withholding for, any Taxes, except as required by applicable Requirements of Law. If any Taxes are required to be deducted or withheld from any such payments, then the Credit Parties jointly and all current or future taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto excluding severally agree that (i) income taxes imposed to the extent such deduction or withholding is on the net income account of any Lender; and (ii) franchise taxes imposed on the net income of any Lenderan Indemnified Tax, in each case by the jurisdiction under the laws of which such Lender is organized, domiciled, resident or doing business or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually, “Taxes”). If the Borrower shall be required to deduct any Taxes from or in respect of any sum payable hereunder to a Lender (i) the sum payable by the applicable Credit Party shall be increased by the amount (an “additional amount”) as necessary so that after making all such required deductions such or withholdings (including deductions or withholdings applicable to additional sums payable under this Section 5.04) have been made by any applicable withholding agent, the applicable Lender shall receive (or, in the case of a payment made to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) the Borrower shall applicable withholding agent will make such deductions or withholdings, and (iii) the Borrower applicable withholding agent shall timely pay the full amount deducted or withheld to the relevant governmental authority Governmental Authority in accordance with applicable lawRequirements of Law. Within 30 In addition, the Credit Parties shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable Requirements of Law. The Credit Parties will furnish to the Administrative Agent, within 45 days after the date the payment by any of them of any payment of Indemnified Taxes is due pursuant to applicable Requirements of Law, certified copies of tax receipts evidencing such payment by the applicable Credit Party. The Credit Parties jointly and severally agree to indemnify and hold harmless the Administrative Agent and each Lender, and reimburse the Administrative Agent and each Lender, within 10 Business Days of written request therefor, for the amount of any Indemnified Taxes (including any Indemnified Taxes imposed on amounts payable under this paragraph (a), Section 5.04) payable or paid by the Borrower shall furnish Administrative Agent or such Lender or required to be withheld or deducted from a payment to the Administrative Agent a receipt issued by the relevant Governmental Authority or other evidence satisfactory to the Administrative Agent of payment thereof. The Borrower will indemnify each Lender (subject to such Lender having complied with paragraph (b) below) and hold each Lender harmless for the full amount of all Taxes paid or payable by such Lender with respect to this Agreement and any and all amounts received by such Lender hereunderLender, and any liability (including penalties, interest and reasonable out-of-pocket expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability prepared delivered to Lead Borrower by such a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, setting forth in reasonable detail the basis for the calculations of such payment or liability and including reasonable supporting evidence shall be prima facie evidence thereof absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower under this Section 2.16 shall survive the termination of this Agreement and the Commitments and the payment of all amounts payable under the Loan Documents.

Net Payments. Any and all (a) All payments made by the US Borrower and the UK Borrower under this Agreement shall be made free and clear of of, and without deduction or withholding for or on account of, any and all current or future income, stamp or other taxes, levies, imposts, deductionsduties, charges charges, fees, deductions or withholdings and all liabilities with respect thereto withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding (i) net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the Administrative Agent or any Lender and (ii) any taxes imposed on the net income Administrative Agent or any Lender as a result of any Lender; a current or former connection between the Administrative Agent or such Lender and (ii) franchise taxes imposed on the net income of any Lender, in each case by the jurisdiction under of the laws of which Governmental Authority imposing such Lender is organized, domiciled, resident or doing business tax or any political subdivision or taxing authority thereof or therein (all other than any such 59 connection arising solely from the Administrative Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement). If any such non-excluded taxes, levies, imposts, deductionsduties, charges, fees, deductions or withholdings and liabilities, collectively or individually, “("Non-Excluded Taxes”). If the Borrower shall be ") are required to deduct be withheld from any Taxes from or in respect of any sum amounts payable hereunder to a Lender (i) the sum payable shall be increased by the amount (an “additional amount”) necessary so that after making all required deductions such Lender shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant governmental authority in accordance with applicable law. Within 30 days after the date of any payment of Taxes pursuant to this paragraph (a), the Borrower shall furnish to the Administrative Agent a receipt issued by or any Lender hereunder, the relevant Governmental Authority or other evidence satisfactory amounts so payable to the Administrative Agent of payment thereof. The Borrower will indemnify each or such Lender shall be increased to the extent necessary to yield to the Administrative Agent or such Lender (subject after payment of all Non-Excluded Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement; provided, however, that the US Borrower shall not be required to increase any such amounts payable to any Lender that is not organized under the laws of the United States of America or a state thereof (a "Non-U.S. Lender") if such Lender having complied fails to comply with the requirements of paragraph (b) below) and hold each Lender harmless of this Section 5.4. Whenever any Non-Excluded Taxes are payable by the US Borrower or the UK Borrower, as the case may be, as promptly as possible thereafter such US Borrower or UK Borrower shall send to the Administrative Agent for its own account or for the full amount account of all Taxes paid such Lender, as the case may be, a certified copy of an original official receipt (or payable by other evidence acceptable to such Lender with respect to this Agreement and any and all amounts Lender, acting reasonably) received by such Lender hereunderUS Borrower or the UK Borrower showing payment thereof. In addition, if the US Borrower or the UK Borrower, as the case may be, fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to the Administrative Agent the required receipts or other required documentary evidence, the US Borrower or the UK Borrower, as the case may be, shall indemnify the Administrative Agent and the Lenders for any liability (including penaltiesincremental taxes, interest and expenses (including reasonable attorneys fees and expenses)) arising therefrom interest, costs or with respect thereto whether or not such Taxes were correctly or legally asserted penalties that may become payable by the relevant Governmental Authority. A certificate Administrative Agent or any Lender as to the amount a result of any such payment or liability prepared by such Lender, absent manifest error, shall be final, conclusive and binding for all purposesfailure. The obligations of the Borrower under agreements in this Section 2.16 5.4(a) shall survive the termination of this Agreement and the Commitments and the payment of the Loans and all other amounts payable under the Loan Documentshereunder.

Net Payments. Any and all (a) All payments made by the Borrower Borrowers hereunder ------------ or under this Agreement shall any Note will be made without setoff, counterclaim or other defense. Except as provided for in clause (b) below, all such payments will be made free and clear of of, and without deduction for or withholding for, any and all current present or future taxes, levies, imposts, deductionsduties, fees, assessments or other charges of whatever nature now or withholdings hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income (or any franchise tax) of a 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 all interest, penalties or similar liabilities with respect thereto excluding (i) income collectively, "Taxes"). If any Taxes are so levied or imposed, the Borrowers agree to pay the full amount of such Taxes and such additional amounts as may be necessary so that every payment of all amounts due hereunder or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the Borrowers shall also reimburse each Lender, upon the written request of such Lender, for taxes imposed on or measured by the net income of any Lender; and (ii) franchise taxes imposed on the net income of any Lender, in each case by the jurisdiction under such Lender pursuant to the laws of the jurisdiction in which the principal office or Applicable Lending Office of such Lender is organized, domiciled, resident located or doing business or of any political subdivision thereof (all or taxing authority of any such non-excluded taxesjurisdiction and for any withholding of income or similar taxes imposed by the United States of America as such Lender shall determine are payable by, leviesor withheld from, imposts, deductions, charges, withholdings and liabilities, collectively or individually, “Taxes”). If the Borrower shall be required to deduct any Taxes from or such Lender in respect of any sum payable hereunder Taxes paid to a Lender (i) the sum payable shall be increased by the amount (an “additional amount”) necessary so that after making all required deductions or on behalf of such Lender shall receive an amount equal pursuant to this or the preceding sentence. The Representative will furnish to the sum it would have received had no such deductions been made, Agent within forty-five (ii45) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant governmental authority in accordance with applicable law. Within 30 days after the date the payment of any payment of Taxes Taxes, or any withholding or deduction on account thereof, is due pursuant to this paragraph (a), the Borrower shall furnish to the Administrative Agent a receipt issued applicable law copies of tax receipts evidencing such payment by the relevant Governmental Authority or other evidence satisfactory to the Administrative Agent of payment thereofBorrowers. The Borrower Borrowers will indemnify and hold harmless the Agent and each Lender (subject to Lender, and reimburse the Agent or such Lender having complied with paragraph (b) below) and hold each Lender harmless upon its written request, for the full amount of all Taxes paid or payable by such Lender with respect to this Agreement and any and all amounts received by such Lender hereunder, and any liability (including penalties, interest and expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto whether or not such Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate as to the amount of such payment any Taxes so levied or liability prepared imposed and paid or withheld by such Lender, absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower under this Section 2.16 shall survive the termination of this Agreement and the Commitments and the payment of all amounts payable under the Loan Documents.

Net Payments. Any and all payments by the Borrower under this Agreement shall be made free and clear of and without deduction for any and all current or future such nonexcluded taxes, levies, imposts, deductionsduties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or withholdings imposed, the Borrowers agree to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all liabilities with amounts due under this Agreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Note. If any amounts are payable in respect thereto excluding (i) income of Taxes pursuant to the preceding sentence, the Borrowers agree to reimburse each Lender, upon the written request of such Lender, for taxes imposed on or measured by the net income or net profits of any Lender; and (ii) franchise taxes imposed on such Lender pursuant to the net income laws of any Lender, in each case by 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 organizedlocated and for any withholding of taxes as such Lender shall determine are payable by, domiciledor withheld from, resident such Lender in respect of such amounts so paid to or doing business or any political subdivision thereof (all on behalf of such non-excluded taxes, levies, imposts, deductions, charges, withholdings Lender pursuant to the preceding sentence and liabilities, collectively or individually, “Taxes”). If the Borrower shall be required to deduct any Taxes from or in respect of any sum payable hereunder amounts paid to a or on behalf of such Lender (i) the sum payable pursuant to this sentence; provided, however, that no such reimbursement shall be increased by required unless such Lender determines that the amount (an “additional amount”) necessary so that after making all required deductions of such Taxes exceeds the amount of any credit, allowance or deduction allowable to such Lender as an offset against any Taxes payable on behalf of such Lender and in such event reimbursement shall receive an not be required in any amount equal greater than such excess. The Borrowers will furnish to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant governmental authority in accordance with applicable law. Within 30 Agent within 45 days after the date the payment of any payment of Taxes is due pursuant to this paragraph (a), the Borrower shall furnish to the Administrative Agent a receipt issued applicable law certified copies of tax receipts evidencing such payment by the relevant Governmental Authority or other evidence satisfactory to the Administrative Agent of payment thereofBorrowers. The Borrower will Borrowers agree, jointly and severally, to indemnify and hold harmless each Lender (subject to and the Agent, and reimburse such Lender having complied with paragraph (b) below) and hold each Lender harmless the Agent upon their written request, for the full amount of all any Taxes so levied or imposed and paid or payable by such Lender with respect to this Agreement and any and all amounts received by such Lender hereunder, and any liability (including penalties, interest and expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto whether or not such Taxes were correctly or legally asserted by the relevant Governmental AuthorityAgent. A certificate as to the amount of any such required indemnification payment or liability prepared by such Lender, absent manifest error, Lender or the Agent shall be final, conclusive and binding for all purposes. The obligations of the Borrower under this Section 2.16 shall survive the termination of this Agreement and the Commitments and the payment of all amounts payable under the Loan Documentspurposes absent manifest error.

Net Payments. (a) Any and all payments made by or on behalf of the Borrower or any Guarantor under this Agreement or any other Credit Document shall be made free and clear of of, and without deduction or withholding for or on account of, any and all current Indemnified Taxes or future taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto excluding (i) income taxes imposed on Other Taxes; provided that if the net income of any Lender; and (ii) franchise taxes imposed on the net income of any Lender, in each case by the jurisdiction under the laws of which such Lender is organized, domiciled, resident or doing business Borrower or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively Guarantor or individually, “Taxes”). If the Borrower Administrative Agent shall be required by applicable Requirements of Law to deduct or withhold any Taxes from or in respect of any sum payable hereunder to a Lender such payments, then (i) the Borrower or such Guarantor or the Administrative Agent shall make such deductions or withholdings as are reasonably determined by the Borrower, such Guarantor or the Administrative Agent to be required by any applicable Requirement of Law, (ii) the Borrower, such Guarantor or the Administrative Agent, as applicable, shall timely pay the full amount deducted or withheld to the relevant Governmental Authority within the time allowed and in accordance with applicable Requirements of Law, and (iii) to the extent withholding or deduction is required to be made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower or such Guarantor shall be increased by the amount (an “additional amount”) as necessary so that that, after making all required deductions such Lender shall receive and withholdings (including deductions or withholdings applicable to additional sums payable under this Section 5.4), the Administrative Agent or any Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings on account of Indemnified Taxes or Other Taxes been made, (ii) . Whenever any Indemnified Taxes or Other Taxes are payable by the Borrower shall make or such deductions and (iii) Guarantor, as promptly as possible thereafter, the Borrower or Guarantor shall pay the full amount deducted send to the relevant governmental authority in accordance with applicable lawAdministrative Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an official receipt (or other evidence acceptable to such Lender, acting reasonably) received by the Borrower or such Guarantor showing payment thereof. Within 30 days after the date of After any payment of Taxes pursuant by any Credit Party or the Administrative Agent to a Governmental Authority as provided in this paragraph (a)Section 5.4, the Borrower shall furnish deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrower, as the case may be, a copy of a receipt issued by the relevant such Governmental Authority evidencing such payment, a copy of any return required by laws to report such payment or other evidence of such payment reasonably satisfactory to the Borrower or the Administrative Agent of payment thereofAgent, as the case may be. The Borrower will indemnify each Lender (subject to such Lender having complied with paragraph (b) below) and hold each Lender harmless for the full amount of all Taxes paid or payable by such Lender with respect to this Agreement and any and all amounts received by such Lender hereunder, and any liability (including penalties, interest and expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto whether or not such Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability prepared by such Lender, absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower under this Section 2.16 shall survive the termination of this Agreement and the Commitments and the payment of all amounts payable under the Loan Documents.[CREDIT AGREEMENT]

Net Payments. Any and all (a) All payments made by the Borrower under this Agreement shall be made free and clear of of, and without deduction or withholding for or on account of, any and all current or future income, stamp or other taxes, levies, imposts, deductionsduties, charges charges, fees, deductions or withholdings and all liabilities with respect thereto withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding (i) net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the Administrative Agent or any Lender and (ii) any taxes imposed on the net income Administrative Agent or any Lender as a result of any Lender; a current or former connection between the Administrative Agent or such Lender and (ii) franchise taxes imposed on the net income of any Lender, in each case by the jurisdiction under of the laws of which such Lender is organized, domiciled, resident or doing business Governmental Authority imposing SUCH tax or any political subdivision or taxing authority thereof or therein (all other than any such connection arising solely from the Administrative Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement). If any such non-excluded taxes, levies, imposts, deductionsduties, charges, fees, deductions or withholdings and liabilities("NON-EXCLUDED TAXES") are required to be withheld from any amounts payable to the Administrative Agent or any Lender hereunder, collectively the amounts so payable to the Administrative Agent or individuallysuch Lender shall be increased to the extent necessary to yield to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes) interest or any SUCH other amounts payable hereunder at the rates or in the amounts specified in this Agreement; PROVIDED, “Taxes”)HOWEVER, that the Borrower shall not be required to increase any such amounts payable to any Lender that is not organized under the laws of the United States of America or a state thereof if SUCH Lender fails to comply with the requirements of paragraph (b) of this Section 5.4. Whenever any Non-Excluded Taxes are payable by the Borrower, as promptly as possible thereafter the Borrower shall send to the Administrative Agent for its own account or for the account of such Lender, as the case maybe, a certified copy of an original official receipt received by the Borrower showing payment thereof. If the Borrower shall be required fails to deduct pay any Non-Excluded Taxes from or in respect of any sum payable hereunder to a Lender (i) the sum payable shall be increased by the amount (an “additional amount”) necessary so that after making all required deductions such Lender shall receive an amount equal when due to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted appropriate taxing authority or fails to remit to the relevant governmental authority in accordance with applicable law. Within 30 days after Administrative Agent the date of any payment of Taxes pursuant to this paragraph (a)required receipts or other required documentary evidence, the Borrower shall furnish to indemnify the Administrative Agent a receipt issued and the Lenders for any incremental taxes, interest, costs or penalties that may become payable by the relevant Governmental Authority or other evidence satisfactory to the Administrative Agent or any Lender as a result of payment thereofany such failure. The Borrower will indemnify each Lender (subject to such Lender having complied with paragraph (b) below) and hold each Lender harmless for the full amount of all Taxes paid or payable by such Lender with respect to this Agreement and any and all amounts received by such Lender hereunder, and any liability (including penalties, interest and expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto whether or not such Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability prepared by such Lender, absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower under agreements in this Section 2.16 5.4(a) shall survive the termination of this Agreement and the Commitments and the payment of the Loans and all other amounts payable under the Loan Documentshereunder.

Net Payments. Any and (a) Except as otherwise required by law, all payments made by the Borrower to any Lender or the Administrative Agent under this Agreement and/or any Loan Document shall be made free and clear of of, and without deduction reduction for or on account of, any and all current present or future income, stamp or other taxes, levies, imposts, deductionsduties, charges charges, fees, deductions or withholdings withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding income, bank shares and all liabilities with respect thereto excluding (i) income taxes imposed on the net income of any Lender; and (ii) franchise taxes imposed on the net income of by any jurisdiction in which such Lender, 's principal or lending office is located or in each case by the jurisdiction under the laws of which such Lender is organized, domiciled, resident engaged in a trade or doing business or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually, “taxes being called "Taxes”"). If any Taxes are required to be withheld from any amounts payable to the Administrative Agent or any Lender under this Agreement and/or any Loan Document, the Borrower shall timely remit such Taxes to the Governmental Authority imposing the same and the amounts so payable to such Lender shall be increased to the extent necessary to yield to such Lender (after payment of all Taxes) interest or any such other amounts payable at the rates or in the amounts specified in this Agreement and/or any Loan Document. Whenever any Tax is payable by the Borrower, as promptly as possible thereafter, the Borrower shall send to the Administrative Agent, for its own account or the account of such Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof. Without prejudice to the foregoing, if any Lender or the Administrative Agent is required to deduct make any Taxes from payment on account of Taxes, the Borrower will, upon notification by the Lender or the Administrative Agent, promptly indemnify such Person against such Taxes. Notwithstanding the foregoing provisions of this Section 2.12(a), the Borrower will have no obligation to indemnify any Lender or the Administrative Agent, in respect of any sum Taxes that would not have been payable hereunder to had (i) such Lender, assignee of such Lender or participant of a Lender (ior each interestholder in such Lender, assignee or participant, where such Lender, assignee or participant is a pass-through entity for purposes of the U.S. withholding tax rules) provided to each of the sum Borrower and the Administrative Agent, the applicable Withholding Certificate. For purposes of this Section 2.12, the term "Taxes" includes interest, penalties and expenses payable or incurred in connection therewith. The Lender shall submit a certification or otherwise provide written notice to the Borrower within a reasonable period of time after becoming aware of any Taxes for which it is entitled to payments of additional amounts under this Section 2.12(a). All demands for payment hereunder shall be increased by the amount (an “additional amount”) necessary so that after making all required deductions such Lender shall receive an amount equal to the sum it would have received had given no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant governmental authority in accordance with applicable law. Within 30 more than 90 days after the occurrence of the event giving rise to such demand; provided however, that failure to deliver notice on a timely basis shall not constitute a waiver of any Lender's right to receive payment for any costs relating to the 90-day period preceding the date of any payment of Taxes pursuant to this paragraph (a), the Borrower shall furnish to the Administrative Agent a receipt issued by the relevant Governmental Authority or other evidence satisfactory to the Administrative Agent of payment thereof. The Borrower will indemnify each Lender (subject to such Lender having complied with paragraph (b) below) and hold each Lender harmless for the full amount of all Taxes paid or payable by such Lender with respect to this Agreement demand and any and all amounts received by such Lender hereunder, and any liability (including penalties, interest and expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto whether or not such Taxes were correctly or legally asserted by costs incurred after the relevant Governmental Authority. A certificate as to the amount giving of such payment or liability prepared by such Lender, absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower under this Section 2.16 shall survive the termination of this Agreement and the Commitments and the payment of all amounts payable under the Loan Documentsnotice.

Net Payments. Any and (a) Except as otherwise required by law, all payments made by the Borrower to any Lender or the Administrative Agent under this Agreement and/or any Loan Document shall be made free and clear of of, and without deduction reduction for or on account of, any and all current present or future income, stamp or other taxes, levies, imposts, deductionsduties, charges charges, fees, deductions or withholdings withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding income and all liabilities with respect thereto excluding (i) income taxes imposed on the net income of any Lender; and (ii) franchise taxes imposed on the net income of by any jurisdiction in which such Lender, 's principal or lending office is located or in each case by the jurisdiction under the laws of which such Lender is organized, domiciled, resident engaged in a trade or doing business or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually, “taxes being called "Taxes”"). If the Borrower shall be any Taxes are required to deduct be withheld from any Taxes from or in respect of any sum amounts payable hereunder to a Lender (i) the sum payable shall be increased by the amount (an “additional amount”) necessary so that after making all required deductions such Lender shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant governmental authority in accordance with applicable law. Within 30 days after the date of Administrative Agent or any payment of Taxes pursuant to Lender under this paragraph (a)Agreement and/or any Loan Document, the Borrower shall furnish timely remit such taxes to the Governmental Authority imposing the same and the amounts so payable to such Lender shall be increased to the extent necessary to yield to such Lender (after payment of all Taxes) interest or any such other amounts payable at the rates or in the amounts specified in this Agreement and/or any Loan Document. Whenever any Tax is payable by the Borrower, as promptly as possible thereafter, the Borrower shall send to the Administrative Agent Agent, for its own account or the account of such Lender, as the case may be, a certified copy of an original official receipt issued received by the relevant Governmental Authority Borrower showing payment thereof. Without prejudice to the foregoing, if any Lender or other evidence satisfactory to the Administrative Agent is required to make any payment on account of payment thereofTaxes, the Borrower will, upon notification by the Lender or the Administrative Agent, promptly indemnify such Person against such Taxes. The Borrower will indemnify each Lender (subject to such Lender having complied with paragraph (b) below) and hold each Lender harmless for For purposes of this Section 2.12, the full amount of all Taxes paid or payable by such Lender with respect to this Agreement and any and all amounts received by such Lender hereunderterm "Taxes" includes interest, and any liability (including penalties, interest penalties and expenses (including reasonable attorneys fees and expenses)) arising therefrom payable or with respect thereto whether or not such Taxes were correctly or legally asserted by the relevant Governmental Authorityincurred in connection therewith. A certificate as to any additional amounts (showing in reasonable detail the amount calculation thereof, or, alternatively, including a copy of such payment or the notice from the taxing jurisdiction notifying the Lender of its liability prepared for Taxes) payable to a Lender under this Section 2.12 submitted to the Borrower by such LenderLender shall, absent manifest error, shall be final, conclusive and binding for all purposespurposes upon all parties hereto. The obligations of Lender shall submit such certification or otherwise provide written notice to the Borrower within a reasonable period of time after becoming aware of any Taxes for which it is entitled to payments of additional amounts under this Section 2.16 shall survive the termination of this Agreement and the Commitments and the payment of all amounts payable under the Loan Documents2.12.

Net Payments. Any and (a) Except as provided in this Section 4.04(a), all payments made by or on behalf of the Borrower hereunder and under this Agreement shall any Loan Document will be made free and clear of any defenses, rights of set-off, counterclaims, and without deduction for or withholding for, any and all current or future taxes, levies, imposts, deductions, charges or withholdings and all liabilities Taxes with respect thereto excluding (i) income taxes imposed on the net income of any Lender; and (ii) franchise taxes imposed on the net income of any Lenderto such payments, in each case unless required by the jurisdiction under the laws of which such Lender is organized, domiciled, resident or doing business or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually, “Taxes”)applicable law. If any Taxes are required to be withheld or deducted, the Borrower shall be required or Guarantor, if applicable, agrees to deduct any Taxes from or in respect of any sum payable hereunder to a Lender (i) the sum payable shall be increased by the amount (an “additional amount”) necessary so that after making all required deductions such Lender shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted of such Taxes to the relevant governmental authority Governmental Authority and, if such Tax is an Indemnified Tax, such additional amounts to the recipient as may be necessary so that every payment of all amounts due under this Agreement or under any Loan Document will not be less than the amount provided for herein or in accordance with such Loan Document after withholding or deduction for or on account of such Indemnified Taxes (including such deductions and withholdings applicable lawto additional sums payable under this Section 4.04(a)). Within 30 As soon as practicable after any payment of Taxes, but in no event later than 45 days after the date of any the payment of Taxes pursuant to this paragraph (a)any Taxes, the Borrower shall or Guarantors, if applicable, will furnish to the Administrative Agent a certified copies of the receipt issued by the relevant Governmental Authority evidencing such payment by the Borrower or other evidence satisfactory Guarantor. The Borrower or Guarantors, if applicable, agree to indemnify and hold harmless the Administrative Agent of payment thereof. The Borrower will indemnify and each Lender (subject Lender, and to reimburse such Lender having complied with paragraph (b) below) and hold each Lender harmless Person for the full amount of all any Indemnified Taxes paid so levied or imposed (including Indemnified Taxes imposed or asserted on or attributable to amounts payable by such Lender with respect to under this Agreement Section 4.04(a)) and any and all amounts received by such Lender hereunder, and any liability (including penalties, interest and reasonable expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto thereto, whether or not such Indemnified Taxes were correctly or legally asserted imposed by the relevant Governmental AuthorityAuthority and paid by such Person, within 10 days after written demand therefor. Notwithstanding the foregoing, Borrower and Guarantors shall not be required to indemnify the Administrative Agent or any Lender pursuant to this Section 4.04(a) for any interest, penalties or similar liabilities with respect to Tax incurred more than 180 days prior to the date that such Lender or the Administrative Agent notifies the Borrower of the event that gives rise to such claim; provided that, if the circumstance giving rise to such claim is retroactive, then such 180 day period referred to above shall be extended to include the period of retroactive effect thereof. A certificate as to the amount of such payment or liability prepared and the reasons therefor in reasonable detail (provided that such Lender shall not be required to disclose any price sensitive information, any confidential information or any information to the extent prohibited by such law or regulation) delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. The Borrower or Guarantor, if applicable, shall be finaltimely pay to the relevant Governmental Authority in accordance with applicable law, conclusive and binding for all purposes. The obligations or at the option of the Borrower under this Administrative Agent timely reimburse it for the payment of, any Other Taxes. (b) Without limiting the generality of Section 2.16 shall survive the termination of this Agreement 4.04(c), each Lender and the Commitments Administrative Agent that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. federal income tax purposes, agrees to deliver to the Borrower and the payment Administrative Agent (or in the case of all amounts payable under the Loan Documents.Administrative Agent, to the Borrower) on or prior to the date it becomes a party to this Agreement, two accurate, complete and executed copies of Internal Revenue Service Form W-9. Each Lender and the Administrative Agent that is not a United States Person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. federal income tax purposes (each, a “Foreign Lender”) agrees, to the extent it is legally entitled to do so, to deliver to the Borrower and the Administrative Agent (or in the case of the Administrative Agent, to deliver to the Borrower) on #4848-1207-1386 91

Net Payments. Any and (i) Except as otherwise provided herein, all payments made by the Borrower under this Agreement hereunder to a Bank will be made without setoff or counterclaim. In addition, all payments made by the Borrower hereunder to a Bank also shall be made free and clear of and without deduction for any and all current or future taxes, levies, imposts, deductions, charges or withholdings withholdings, and all liabilities with respect thereto excluding excluding: (iA) income taxes imposed on or measured by all or part of the gross or net income (but not including any such tax in the nature of any Lender; and (iia withholding tax) of such Bank or franchise taxes imposed on the net income of any Lender, in each case such Bank by the jurisdiction under the laws of which such Lender Bank is organized, domiciled, resident organized or doing business has its applicable lending office or any political subdivision thereof thereof, (B) taxes that are imposed on such Bank with respect to transactions unrelated to this Credit Agreement and (C) in the case of a Bank that is a Non-U.S. Person or that has participated all or any part of its interests and obligations under the terms of this Credit Agreement to a Participant that is a Non-U.S. Person, taxes imposed upon income effectively connected with such Bank's or such Participant's conduct of a business in the United States or taxes that would not have been imposed absent the failure of such Bank or such Participant to provide the documentation required by Section 2.21 or Section 10.03(c)(ii) hereof, respectively (all such non-excluded nonexcluded taxes, levies, imposts, deductions, charges, withholdings withholdings, and liabilities, liabilities collectively or individually, “individually referred to herein as "Taxes”"). If the Borrower shall be required to withhold or deduct any Taxes from or in respect of any sum payable hereunder to a Lender Bank hereunder, (i) the sum payable shall be increased by the amount (an “additional amount”) as may be necessary so that after making all required deductions such Lender shall receive an the amount received is equal to the sum it which would have been received had no such withholdings or deductions been made, (ii) the Borrower shall make such deductions necessary withholdings or deductions, and (iii) the Borrower shall pay the full amount withheld or deducted to the relevant governmental authority in accordance with according to applicable law. Within 30 days after the date of law so that such Bank shall not be required to make any deduction or payment of Taxes pursuant to this paragraph (a), the Borrower shall furnish to the Administrative Agent a receipt issued by the relevant Governmental Authority or other evidence satisfactory to the Administrative Agent of payment thereof. The Borrower will indemnify each Lender (subject to such Lender having complied with paragraph (b) below) and hold each Lender harmless for the full amount of all Taxes paid or payable by such Lender with respect to this Agreement and any and all amounts received by such Lender hereunder, and any liability (including penalties, interest and expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto whether or not such Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability prepared by such Lender, absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower under this Section 2.16 shall survive the termination of this Agreement and the Commitments and the payment of all amounts payable under the Loan DocumentsTaxes.

Net Payments. Any and (a) Subject to the following sentence, all payments made by the Borrower or on behalf of any Credit Party under this Agreement or any other Credit Document shall be made free and clear of of, and without deduction or withholding for or on account of, any and all current or future taxes, levies, imposts, deductions, charges Taxes (including Other Taxes) imposed on or withholdings and all liabilities with respect thereto excluding (i) income taxes imposed to any payment made by or on the net income account of any Lender; obligation of the Credit Parties. If any Taxes are required under Applicable Law (as determined in the good faith discretion of an applicable withholding agent) to be withheld from any amounts payable under this Agreement, the Credit Parties shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law, and if such Taxes are not Excluded Taxes (ii) franchise taxes imposed on the net income of any Lender, in each case by the jurisdiction under the laws of which such Lender is organized, domiciled, resident or doing business or any political subdivision thereof (all such non“Non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually, “Excluded Taxes”). If , shall increase the Borrower shall be required amounts payable to deduct such Agent or such Lender to the extent necessary (after payment of all Non-Excluded Taxes, including any such Non-Excluded Taxes from or in respect of any sum imposed on additional amounts payable hereunder to a Lender (ihereunder) the sum payable shall be increased by the amount (an “additional amount”) necessary so that after making all required deductions such Lender shall receive the applicable Recipient receives an amount equal to the sum it would have received had no such deductions deduction or withholding been made. Whenever any Non-Excluded Taxes are paid by any Credit Party, (ii) the Borrower as soon as practicable thereafter, such Credit Party shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant governmental authority in accordance with applicable law. Within 30 days after the date of any payment of Taxes pursuant to this paragraph (a), the Borrower shall furnish send to the Administrative Agent for its own account or for the account of such Secured Party, as the case may be, a certified copy of an original official receipt issued by the relevant Governmental Authority (or other evidence satisfactory acceptable to the Administrative Agent of such Lender, acting reasonably) received by such Credit Party showing payment thereof. The Borrower will Without duplication of any other obligation contained in this Agreement, if such Credit Party fails to pay any Non-Excluded Taxes when due to the appropriate Governmental Authority, such Credit Party shall indemnify each the Agents and the Lenders for any such Non-Excluded Taxes (including any Non-Excluded Taxes imposed or asserted on or attributable to amounts payable under this Section 5.04) payable or paid by such Agent or Lender (subject or that are required to be withheld or deducted from a payment to such Agent or Lender having complied with paragraph (b) below) and hold each Lender harmless for the full amount of all Taxes paid or payable by such Lender with respect to this Agreement and any and all amounts received by such Lender hereunder, and any liability (including penalties, interest and reasonable expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto thereto, whether or not such Non-Excluded Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability prepared delivered to the Credit Party by such a Lender (with a copy to the Agent) or by the Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. In addition, the Credit Parties shall be final, conclusive and binding for all purposespay any Other Taxes to the relevant Governmental Authority in accordance with applicable law. The obligations of the Borrower under agreements in this Section 2.16 5.04(a) shall survive the termination of this Agreement and the Commitments and the payment of the Loans and all other amounts payable under the Loan Documentshereunder.

Net Payments. (a) Any and all payments made by the Borrower or on behalf of any Credit Party under this Agreement any Credit Document shall be made free and clear of of, and without deduction or withholding for or on account of, any and all current Indemnified Taxes or future taxesOther Taxes; but if any Credit Party or the Term Agent shall be required by applicable Requirements of Law to deduct or withhold any Taxes from such payments, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto excluding then (i) income taxes imposed on such Credit Party or the net income Term Agent shall make such deductions or withholdings as are reasonably determined by such Credit Party or the Term Agent to be required by any applicable Requirement of any Lender; and Law, (ii) franchise taxes imposed on such Credit Party or the net income Term Agent, as applicable, shall timely pay the full amount deducted or withheld to the relevant Governmental Authority within the time allowed and in accordance with applicable Requirements of any Lender, in each case by Law and (iii) to the jurisdiction under the laws of which such Lender extent withholding or deduction is organized, domiciled, resident or doing business or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually, “Taxes”). If the Borrower shall be required to deduct any be made on account of Indemnified Taxes from or in respect of any sum payable hereunder to a Lender (i) Other Taxes, the sum payable by such Credit Party shall be increased by the amount (an “additional amount”) as necessary so that that, after making all required deductions such Lender shall receive and withholdings (including deductions or withholdings applicable to additional sums payable under this Section), the Term Agent or any Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings on account of Indemnified Taxes or Other Taxes been made. Whenever any Indemnified Taxes or Other Taxes are payable by such Credit Party, (ii) the Borrower as promptly as possible thereafter, such Credit Party shall make such deductions and (iii) the Borrower shall pay the full amount deducted send to the relevant governmental authority in accordance with applicable lawTerm Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an official receipt (or other evidence acceptable to such Lender, acting reasonably) received by such Credit Party showing payment thereof. Within 30 days after the date of After any payment of Taxes pursuant by any Credit Party to a Governmental Authority as provided in this paragraph (a)Section, the Borrower such Credit Party shall furnish deliver to the Administrative Term Agent a copy of a receipt issued by the relevant such Governmental Authority evidencing such payment, a copy of any return required by laws to report such payment or other evidence satisfactory to the Administrative Agent of payment thereof. The Borrower will indemnify each Lender (subject to such Lender having complied with paragraph (b) below) and hold each Lender harmless for the full amount of all Taxes paid or payable by such Lender with respect to this Agreement and any and all amounts received by such Lender hereunder, and any liability (including penalties, interest and expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto whether or not such Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability prepared by such Lender, absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower under this Section 2.16 shall survive the termination of this Agreement and the Commitments and the payment of all amounts payable under the Loan Documentspayment.

Net Payments. Any and all (a) All payments made by the Borrower under this Agreement shall Borrowers hereunder will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(b), all such payments will be made free and clear of of, and without deduction for or withholding for, any and all current present or future taxes, levies, imposts, deductionsduties, fees, assessments or other charges of whatever nature now or withholdings hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the two succeeding sentences, taxes imposed on or measured by the net income or profits of a Bank pursuant to the laws of the jurisdiction in which it is organized or in which the principal office or applicable lending office of such Bank is located or any subdivision thereof or therein), and all any interest, penalties or similar liabilities with respect thereto excluding (i) income taxes imposed on the net income of any Lender; and (ii) franchise taxes imposed on the net income of any Lender, in each case by the jurisdiction under the laws of which such Lender is organized, domiciled, resident or doing business or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductionsduties, chargesfees, withholdings and liabilities, assessments or other charges being referred to collectively or individually, “as "Taxes”"). If any Taxes are so levied or imposed, each applicable Borrower agrees to pay the full amount of such Taxes levied in respect of the payments of such Borrower, and such additional amounts as may be necessary so that every payment of all amounts due from such Borrower under this Agreement, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein provided, however, that no such Borrower shall be required to deduct increase any such amounts payable to any Bank (or assignee of such Bank) that is not organized under the laws of the United States if such Bank fails to comply with subsection (b) of this Section 3.04. If any amounts are payable in respect of Taxes from pursuant to the preceding sentence, then the applicable Borrower agrees to reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income or profits of such Bank pursuant to the laws of the jurisdiction in which the principal office or applicable lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office or applicable lending office of such Bank is located and for any withholding or 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 sum payable hereunder amounts paid to a Lender (i) the sum payable shall be increased by the amount (an “additional amount”) necessary so that after making all required deductions or on behalf of such Lender shall receive an amount equal Bank pursuant to this sentence. The Borrowers will furnish to the sum it would have received had no such deductions been madeAdministrative Agent, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant governmental authority in accordance with applicable law. Within 30 within 45 days after the date the payment of any payment of Taxes are due pursuant to this paragraph (a)applicable law, the Borrower shall furnish to the Administrative Agent a receipt issued certified copies of tax receipts evidencing such payment by the relevant Governmental Authority or other evidence satisfactory to the Administrative Agent of payment thereofBorrowers. The Borrower will Borrowers agree to indemnify each Lender (subject to such Lender having complied with paragraph (b) below) and hold harmless each Lender harmless for the full amount of all Taxes paid or payable by such Lender with respect to this Agreement and any and all amounts received by such Lender hereunderBank, and any liability (including penaltiesreimburse each Bank upon its written request, interest and expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto whether or not such Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate as to for the amount of such payment any Taxes so levied or liability prepared imposed and paid by such Lender, absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower under this Section 2.16 shall survive the termination of this Agreement and the Commitments and the payment of all amounts payable under the Loan DocumentsBank.

Net Payments. Any and all (a) All payments made by the Borrower or on account of any Credit Party under this Agreement any Credit Document shall be made free and clear of of, and without deduction for or withholding for, any and all current Taxes, except as required by applicable Requirements of Law. If any Taxes are required by applicable Requirements of Law to be withheld or future taxesdeducted by any applicable withholding agent from such payments, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto excluding (i) income taxes imposed to the extent such deduction or withholding is on the net income account of any Lender; and (ii) franchise taxes imposed on the net income of any Lenderan Indemnified Tax or Other Tax, in each case by the jurisdiction under the laws of which such Lender is organized, domiciled, resident or doing business or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually, “Taxes”). If the Borrower shall be required to deduct any Taxes from or in respect of any sum payable hereunder to a Lender (i) the sum payable shall be increased by the amount (an “additional amount”) applicable Credit Party as necessary so that after making all required deductions such or withholdings (including deductions or withholdings applicable to additional sums payable under this Section 4.01) have been made, the Lender shall receive (or the Administrative Agent if the Administrative Agent receives the payment for its own account) receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) the Borrower shall applicable withholding agent will make such deductions or withholdings, and (iii) the Borrower applicable withholding agent shall timely pay the full amount deducted or withheld to the relevant governmental authority Governmental Authority. In addition, the Credit Parties shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable lawRequirements of Law. Within 30 days As soon as practicable after the date payment of any payment of Indemnified Taxes pursuant to or Other Taxes described in this paragraph (a)Section 4.01 by the Credit Parties, the Borrower shall Credit Parties will furnish to the Administrative Agent a receipt issued certified copies of tax receipts evidencing such payment by the relevant Governmental Authority applicable Credit Party or other evidence of such payment reasonably satisfactory to the Administrative Agent of payment thereofAgent. The Borrower will Credit Parties jointly and severally agree, to indemnify and hold harmless the Administrative Agent and each Lender (subject to Lender, and reimburse the Administrative Agent and each Lender, within 10 days of written request therefor, for the amount of any Indemnified Taxes or Other Taxes payable or paid by the Administrative Agent or such Lender having complied with paragraph (b) below) and hold each Lender harmless for or required to be withheld or deducted in respect of any payment to the full amount of all Taxes paid Administrative Agent or payable by such Lender with respect to this Agreement and under any and all amounts received by such Lender hereunderCredit Document, and any liability Other Taxes (including penaltiesany Indemnified Taxes and Other Taxes imposed on or attributable to amounts payable under this Section 4.01), interest and any reasonable out-of-pocket expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability prepared in good faith and delivered by such suchthe Administrative Agent or Lender (or by the Administrative Agent on behalf of a Lender, ) shall be conclusive absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower under this Section 2.16 shall survive the termination of this Agreement and the Commitments and the payment of all amounts payable under the Loan Documents.

Net Payments. Any and all (a) All payments by the Borrower under this Agreement hereunder to or for the benefit of any Lender, the Issuing Bank or the Agent shall be made without setoff, counterclaim or other defense. Except as provided in Section 4.15(b), all such payments will be made free and clear of of, and without deduction for or withholding for, any and all current present or future taxes, levies, imposts, deductionsduties, fees, assessments, or other charges of whatever nature now or withholdings and hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding any tax imposed on or measured by the net income or profits of the Lender, the Issuing Bank or the Agent, as the case may be, pursuant to the laws of the jurisdiction in which it is organized) together with all interest, penalties or similar liabilities with respect thereto excluding (i) income taxes imposed on the net income of any Lender; and (ii) franchise taxes imposed on the net income of any Lendercollectively, in each case by the jurisdiction under the laws of which such Lender is organized, domiciled, resident or doing business or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually, “"Covered Taxes”"). If the Borrower shall be required by law to deduct any Covered Taxes from or in respect of any sum payable hereunder to a Lender any Lender, the Issuing Bank, or the Agent, (iA) the sum payable shall be increased by the amount (an “additional amount”) as may be necessary so that after making all required deductions of Covered Taxes (including deductions of Covered Taxes applicable to additional sums payable under this Section 4.15) such Lender shall receive Lender, the Issuing Bank, or the Agent, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (iiB) the Borrower shall make such deductions and (iiiC) the Borrower shall pay the full amount so deducted to the relevant governmental taxation authority or other authority in accordance with applicable law. Within 30 days after the date of any payment of Taxes pursuant to this paragraph (a), the The Borrower shall furnish to the Administrative Agent a receipt issued within 45 days after the date the payment of any Covered Taxes is due certified copies of tax receipts evidencing such payment by the relevant Governmental Authority or other evidence satisfactory to the Administrative Agent of payment thereofBorrower. The Borrower will agrees to indemnify each Lender (subject to such Lender having complied with paragraph (b) below) and hold harmless the Lender, the Issuing Bank and the Agent and reimburse each Lender harmless of them, as the case may be, for the full amount of all Taxes paid or payable by such Lender with respect to this Agreement and any and all amounts received by such Lender hereunder, and any liability (including penalties, interest and expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto whether or not such Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate as to the amount of such payment any Covered Taxes so levied or liability prepared imposed and paid by such Lender, absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower under this Section 2.16 shall survive the termination of this Agreement and the Commitments and the payment of all amounts payable under the Loan Documentsthem.

Net Payments. Any and all All payments made by the Borrowers hereunder will be made without set-off or counterclaim. All payments by the Borrower under this Agreement Borrowers hereunder shall be made free and clear of and without deduction or withholding for any and all current Taxes (as hereinafter defined), except to the extent that such deduction or withholding is required by law. For purposes of this Section 4.04, "Taxes" shall mean any present or future taxeslicense, registration or other fees, taxes or other amounts for or on account of levies, imposts, duties, deductions, withholdings or other charges of whatsoever nature, imposed, levied, collected, withheld or withholdings assessed by any governmental or taxing authority, excluding income and all liabilities with respect thereto excluding (i) income taxes imposed on the net income of any Lender; and (ii) franchise taxes imposed on the net income of any Lender, in each case a Lender (i) by the a jurisdiction under the laws of which such Lender is organized, domiciled, resident organized or doing business operating in connection with this Agreement or any political subdivision thereof or (all ii) as a result of a present or former connection between the jurisdiction of the governmental or taxing authority imposing such non-excluded taxes, levies, imposts, deductions, charges, withholdings taxes and liabilities, collectively or individually, “Taxes”)the Lender. If the Borrower Borrowers shall be required to withhold or deduct any Taxes (other than U.S. Taxes as defined in Section 4.05) from or in respect of any sum payable hereunder to a Lender hereunder, (i) the sum payable shall be increased by the amount (an “additional amount”) as may be necessary so that after making all required deductions such Lender shall receive an the amount received is equal to the sum it which would have been received had no such withholdings or deductions been made, (ii) the Borrower Borrowers shall make such necessary withholdings or deductions and (iii) the Borrower Borrowers shall pay the full amount withheld or deducted to the relevant governmental authority according to applicable law so that the Lenders shall not be required to make any deduction or payment of Taxes. Notwithstanding anything contained in accordance with applicable law. Within 30 days after this Section, the Borrowers shall not be required to make payment hereunder to the extent such amounts relate to any period prior to the date that is 90 days prior to the date that the Borrowers first receive notice from such Lender requesting payment of any payment of Taxes pursuant to this paragraph (a), the Borrower shall furnish to the Administrative Agent such additional amounts. Each Lender making a receipt issued by the relevant Governmental Authority or other evidence satisfactory to the Administrative Agent of payment thereof. The Borrower will indemnify each Lender (subject to such Lender having complied with paragraph (b) below) and hold each Lender harmless request for the full amount of all Taxes paid or payable by such Lender with respect to this Agreement and any and all amounts received by such Lender hereunder, and any liability (including penalties, interest and expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto whether or not such Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability prepared by such Lender, absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower compensation under this Section 2.16 shall survive the termination of this Agreement and the Commitments and the payment of all use reasonable efforts to change its Eurodollar lending office with a view to mitigate amounts payable under hereunder so long as any such change is not unduly burdensome to the Loan DocumentsLender.

Net Payments. Any and all (a) All payments made by the Borrower Borrowers hereunder or under this Agreement shall any other Financing Document will be made without set-off, counterclaim or other defense. All such payments will be made free and clear of of, and without deduction for or withholding for, any and all current present or future taxes, levies, imposts, deductionsduties, fees, assessments or other charges of whatever nature now or withholdings hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, in the case of any Lender, except as provided in the immediately succeeding sentence, any tax imposed on or measured by the net income of such Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or Applicable Lending Office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto excluding (i) income taxes imposed on the net income of any Lender; and (ii) franchise taxes imposed on the net income of any Lender, in each case by the jurisdiction under the laws of which such Lender is organized, domiciled, resident or doing business or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductionsduties, fees, assessments or other charges, withholdings and liabilitiesregardless of whether imposed, assessed or collected by withholding deduction or otherwise, being referred to collectively or individually, as “Taxes”). If the ; provided that if either Borrower shall be required by applicable law to deduct or withhold any Taxes from or in respect of any sum payable hereunder to a Lender such payments, then (i) the sum payable shall be increased by the amount (an “additional amount”) as necessary so that after making all required deductions such or withholdings (including deductions or withholdings applicable to additional sums payable under this Section 2.9), the Lender shall receive receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) the such Borrower shall make such deductions or withholdings and (iii) the such Borrower shall pay the full amount deducted or withheld to the relevant governmental authority in accordance with applicable lawLaw. Within 30 If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the relevant Borrower shall be obligated to reimburse each Lender, upon the written request of such Lender, for taxes imposed on or measured by the net income 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. Each Borrower will furnish to the Administrative Agent within forty-five (45) days after the date of any the payment of any Taxes due pursuant to this paragraph applicable law certified copies of tax receipts evidencing such payment by such Borrower (a), the Borrower shall furnish or such other evidence of payment as is reasonably acceptable to the Administrative Agent a receipt issued by the relevant Governmental Authority or other evidence satisfactory Lenders). Each Borrower agrees to the Administrative Agent of payment thereof. The Borrower will indemnify and hold harmless each Lender (subject to Lender, and reimburse such Lender having complied with paragraph (b) below) and hold each Lender harmless upon its written request, for the full amount of all Taxes paid or payable by such Lender with respect to this Agreement and any and all amounts received by such Lender hereunder, and any liability (including penalties, interest and expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto whether or not such Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate as to the amount of such payment any Taxes so levied or liability prepared imposed and paid by such Lender, absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower under this Section 2.16 shall survive the termination of this Agreement and the Commitments and the payment of all amounts payable under the Loan Documents.

Net Payments. Any and all (a) All payments made by the Borrower hereunder or under this Agreement shall any other Financing Document will be made without set-off, counterclaim or other defense. All such payments will be made free and clear of of, and without deduction for or withholding for, any and all current present or future taxes, levies, imposts, deductionsduties, fees, assessments or other charges of whatever nature now or withholdings hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, in the case of any Lender, except as provided in the immediately succeeding sentence, any tax imposed on or measured by the net income of such Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or Applicable Lending Office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto excluding (i) income taxes imposed on the net income of any Lender; and (ii) franchise taxes imposed on the net income of any Lender, in each case by the jurisdiction under the laws of which such Lender is organized, domiciled, resident or doing business or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductionsduties, fees, assessments or other charges, withholdings and liabilitiesregardless of whether imposed, assessed or collected by withholding deduction or otherwise, being referred to collectively or individually, as “Taxes”). If ; provided that if the Borrower Borrowers shall be required by applicable law to deduct or withhold any Taxes from or in respect of any sum payable hereunder to a Lender such payments, then (i) the sum payable shall be increased by the amount (an “additional amount”) as necessary so that after making all required deductions such or withholdings (including deductions or withholdings applicable to additional sums payable under this Section 2.9), the Lender shall receive receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) the Borrower shall make such deductions or withholdings and (iii) the Borrower shall pay the full amount deducted or withheld to the relevant governmental authority in accordance with applicable lawLaw. Within 30 If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the Borrower shall be obligated to reimburse each Lender, upon the written request of such Lender, for taxes imposed on or measured by the net income of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or Applicable Lending Office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Lender is organized or in which the principal office or Applicable Lending Office of such Lender is located and for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender in respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. The Borrower will furnish to the Administrative Agent within forty-five (45) days after the date of any the payment of any Taxes due pursuant to this paragraph (a), applicable law certified copies of tax receipts evidencing such payment by the Borrower shall furnish (or such other evidence of payment as is reasonably acceptable to the Administrative Agent a receipt issued by the relevant Governmental Authority or other evidence satisfactory to the Administrative Agent of payment thereofLenders). The Borrower will agrees to indemnify and hold harmless each Lender (subject to Lender, and reimburse such Lender having complied with paragraph (b) below) and hold each Lender harmless upon its written request, for the full amount of all Taxes paid or payable by such Lender with respect to this Agreement and any and all amounts received by such Lender hereunder, and any liability (including penalties, interest and expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto whether or not such Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate as to the amount of such payment any Taxes so levied or liability prepared imposed and paid by such Lender, absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower under this Section 2.16 shall survive the termination of this Agreement and the Commitments and the payment of all amounts payable under the Loan Documents.

Net Payments. Any and all All payments made by the Borrower under this Agreement and the other Loan Documents shall be made free without setoff or counterclaim and clear in such amounts as may be necessary in order that all such payments (after deduction or withholding for or on account of and without deduction for any and all current or future taxes, levies, imposts, deductionsduties or other charges of whatsoever nature imposed by any government, charges any political subdivision or withholdings and all liabilities with respect thereto excluding (i) income any taxing authority, including future taxes imposed made effective retroactively, other than any tax on or measured by the overall net income of any Lender; and (ii) Lender pursuant to the income, bank or franchise taxes imposed on the net income of any Lender, in each case by the jurisdiction under the tax laws of which such Lender is organizedthe United States or the State of California (collectively, domiciled, resident or doing business or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually, “"Taxes”"). If ) shall not be less than the Borrower shall amounts otherwise specified to be required to deduct any Taxes from or in respect of any sum payable hereunder to a Lender (i) the sum payable shall be increased by the amount (an “additional amount”) necessary so that after making all required deductions such Lender shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant governmental authority in accordance with applicable law. Within 30 days after the date of any payment of Taxes pursuant to this paragraph (a), the Borrower shall furnish to the Administrative Agent a receipt issued by the relevant Governmental Authority or other evidence satisfactory to the Administrative Agent of payment thereof. The Borrower will indemnify each Lender (subject to such Lender having complied with paragraph (b) below) and hold each Lender harmless for the full amount of all Taxes paid or payable by such Lender with respect to under this Agreement and any and all amounts received by such Lender hereunder, and any liability (including penalties, interest and expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto whether or not such Taxes were correctly or legally asserted by the relevant Governmental Authorityother Loan Documents. A certificate as to any additional amounts payable to Lender under this Section 1.8 submitted to Borrower by Lender shall show in reasonable detail the amount of payable and the calculations used to determine in good faith such payment or liability prepared by such Lender, amount and shall be conclusive absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Any amounts payable by Borrower under this Section 2.16 1.8 with respect to past payments shall survive be due within five business days following receipt by Borrower of such certificate from Lender; any such amounts payable with respect to future payments shall be due concurrently with such future payments. With respect to each deduction or withholding for or on account of any Taxes, Borrower shall promptly furnish to Lender such certificates, receipts and other documents as may be required (in the termination reasonable judgment of Lender) to establish any tax credit to which Lender may be entitled. Without any way affecting any of its rights under this Section 1.8, Lender agrees that, upon its becoming aware that any of the present or future payments due it under this Agreement would be subject to deduction for Taxes, it will notify Borrower in writing, and Lender further agrees that it will use reasonable efforts not disadvantageous to it (in its sole determination) in order to avoid or minimize, as the Commitments and case may be, the payment by Borrower of all amounts payable under the Loan Documentsany additional amount for Taxes pursuant to this Section 1.8.

Net Payments. Any and all (a) All payments made by the Borrower under this Agreement shall be made free and clear of of, and without deduction or withholding for or on account of, any and all current or future income, stamp or other taxes, levies, imposts, deductionsduties, charges charges, fees, deductions or withholdings and all liabilities with respect thereto withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding (i) net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the Lender and (ii) any taxes imposed on the net income Lender as a result of any Lender; a current or former connection between the Lender and (ii) franchise taxes imposed on the net income of any Lender, in each case by the jurisdiction under of the laws of which Governmental Authority imposing such Lender is organized, domiciled, resident or doing business tax or any political subdivision or taxing authority thereof or therein (all other than any such connection arising solely from the Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement). If any such non-excluded taxes, levies, imposts, deductionsduties, charges, fees, deductions or withholdings and liabilities("NON-EXCLUDED TAXES") are required to be withheld from any amounts payable to the Lender hereunder, collectively the amounts so payable to the Lender shall be increased to the extent necessary to yield to the Lender (after payment of all Non-Excluded Taxes) interest or individuallyany such other amounts payable hereunder at the rates or in the amounts specified in this Agreement. Whenever any Non-Excluded Taxes are payable by the Borrower, “Taxes”)as promptly as possible thereafter the Borrower shall send to the Lender a certified copy of an original official receipt received by the Borrower showing payment thereof. If the Borrower shall be required fails to deduct pay any Non-Excluded Taxes from or in respect of any sum payable hereunder to a Lender (i) the sum payable shall be increased by the amount (an “additional amount”) necessary so that after making all required deductions such Lender shall receive an amount equal when due to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted appropriate taxing authority or fails to remit to the relevant governmental authority in accordance with applicable law. Within 30 days after Lender the date of any payment of Taxes pursuant to this paragraph (a)required receipts or other required documentary evidence, the Borrower shall furnish to indemnify the Administrative Agent a receipt issued Lender for any incremental taxes, interest, costs or penalties that may become payable by the relevant Governmental Authority or other evidence satisfactory to the Administrative Agent Lender as a result of payment thereofany such failure. The Borrower will indemnify each Lender (subject to such Lender having complied with paragraph (b) below) and hold each Lender harmless for the full amount of all Taxes paid or payable by such Lender with respect to this Agreement and any and all amounts received by such Lender hereunder, and any liability (including penalties, interest and expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto whether or not such Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability prepared by such Lender, absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower under agreements in this Section 2.16 5.3(a) shall survive the termination of this Agreement and the Commitments and the payment of the Loans and all other amounts payable under the Loan Documentshereunder.

Net Payments. Any and all (a) All payments made by the Borrower hereunder, ------------ under this Agreement shall any Note or any other Credit Document, will be made without setoff, counterclaim or other defense. Except as provided for in Section 4.04(b), all such payments will be made free and clear of of, and without deduction for or withholding for, any and all current present or future taxes, levies, imposts, deductionsduties, fees, assessments or other charges of whatever nature now or withholdings hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income (or any franchise tax) of a 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 all interest, penalties or similar liabilities with respect thereto excluding (i) income collectively, "Taxes"). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes and such additional amounts as may be necessary so that every payment of all amounts due hereunder, under any Note or under any other Credit Document, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Note or in such other Credit Document. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the Borrower shall also reimburse each Lender, upon the written request of such Lender, for taxes imposed on or measured by the net income of any Lender; and (ii) franchise taxes imposed on the net income of any Lender, in each case by the jurisdiction under such Lender pursuant to the laws of the jurisdiction in which the principal office or applicable lending office of such Lender is organized, domiciled, resident located or doing business or of any political subdivision thereof (all or taxing authority of any such non-excluded taxes, levies, imposts, deductions, charges, withholdings jurisdiction and liabilities, collectively or individually, “Taxes”). If the Borrower shall be required to deduct for any Taxes from as such Lender shall determine are payable by, or withheld from, such Lender in respect of any sum payable hereunder amounts paid to a Lender (i) the sum payable shall be increased by the amount (an “additional amount”) necessary so that after making all required deductions or on behalf of such Lender shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant governmental authority in accordance with applicable law. Within 30 days after the date of any payment of Taxes pursuant to this paragraph (a), or the preceding sentence. The Borrower shall will furnish to the Administrative Agent a receipt issued within 45 days after the date the payment of any Taxes, or any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the relevant Governmental Authority or other evidence satisfactory to the Administrative Agent of payment thereofBorrower. The Borrower will indemnify and hold harmless the Administrative Agent and each Lender (subject to Lender, and reimburse the Administrative Agent or such Lender having complied with paragraph (b) below) and hold each Lender harmless upon its written request, for the full amount of all Taxes paid or payable by such Lender with respect to this Agreement and any and all amounts received by such Lender hereunder, and any liability (including penalties, interest and expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto whether or not such Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate as to the amount of such payment any Taxes so levied or liability prepared imposed and paid or withheld by such Lender, absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower under this Section 2.16 shall survive the termination of this Agreement and the Commitments and the payment of all amounts payable under the Loan Documents.

Net Payments. Any and (a) Except as provided in this Section 4.04(a), all payments made by or on behalf of the Borrower or any other Loan Party hereunder and under this Agreement shall any Loan Document will be made without setoff, counterclaim or other defense. All such payments will be made free and clear of of, and without deduction for or withholding for, any and all current or future taxes, levies, imposts, deductions, charges or withholdings and all liabilities Taxes with respect thereto excluding (i) income taxes imposed on the net income of any Lender; and (ii) franchise taxes imposed on the net income of any Lenderto such payments, in each case unless required by the jurisdiction under the laws of which such Lender is organized, domiciled, resident or doing business or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually, “Taxes”)applicable law. If any Taxes are required to be withheld or deducted, the Borrower shall be required or Guarantors, if applicable, agree to deduct any Taxes from or in respect of any sum payable hereunder to a Lender (i) the sum payable shall be increased by the amount (an “additional amount”) necessary so that after making all required deductions such Lender shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted of such Taxes to the relevant governmental authority Governmental Authority and, if such Tax is an Indemnified Tax, such additional amounts to the recipient as may be necessary so that every payment of all amounts due under this Agreement or under any Loan Document will not be less than the amount provided for herein or in accordance with such Loan Document after withholding or deduction for or on account of such Indemnified Taxes (including such deductions and withholdings applicable lawto additional sums payable under this Section 4.04(a)). Within 30 days As soon as practicable after the date of any payment of Taxes pursuant to this paragraph (a)Taxes, the Borrower shall or Guarantors, if applicable, will furnish to the Administrative Agent a certified copies of the receipt issued by the relevant Governmental Authority evidencing such payment by the Borrower or Guarantor or such other evidence satisfactory as is reasonably acceptable to the Administrative Agent of payment thereofAgent. The Borrower will or Guarantors, if applicable, agree to indemnify each Lender (subject to such Lender having complied with paragraph (b) below) and hold harmless the Administrative Agent and each Lender harmless Lender, and to reimburse such Person for the full amount of all any Indemnified Taxes paid so levied or imposed (including Indemnified Taxes imposed or asserted on or attributable to amounts payable by such Lender with respect to under this Agreement Section 4.04(a)) and any and all amounts received by such Lender hereunder, and any liability (including penalties, interest and reasonable expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto thereto, whether or not such Indemnified Taxes were correctly or legally asserted imposed by the relevant Governmental AuthorityAuthority and paid by such Person, within 10 days after written demand therefor. A certificate as to the amount of such payment or liability prepared and the reasons therefor in reasonable detail delivered to the Borrower by such a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. The Borrower or Guarantors, if applicable, shall be finaltimely pay to the relevant Governmental Authority in accordance with applicable law, conclusive and binding for all purposes. The obligations or at the option of the Borrower under this Section 2.16 shall survive the termination of this Agreement and the Commitments and Administrative Agent timely reimburse it for the payment of all amounts payable under the Loan Documentsof, any Other Taxes.

Net Payments. All payments made by Borrower hereunder or under any note will be made without setoff, counterclaim, or other defense, except as required by applicable law other than for Taxes (as defined below) or Other Taxes (as defined in Section 2.13(b)). Any and all payments by the Borrower under this Agreement hereunder shall be made free and clear of of, and without deduction for for, any and all current present or future taxes, levies, imposts, deductions, charges duties, fees, assessments or withholdings withholdings, and all liabilities with respect thereto excluding (i) income excluding, in the case of the Lenders, taxes imposed on the their net income of any Lender; and (ii) income, franchise taxes and taxes imposed in lieu thereof) imposed on the net income of such payments, by any Lender, in each case jurisdiction or by the jurisdiction under the laws of which such Lender is organized, domiciled, resident or doing business or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individuallycollectively, “"Taxes”"). If the Borrower shall be is required by law to deduct any Taxes from or in respect of any sum payable hereunder to a Lender the Lenders or pay Other Taxes, then (i) the sum payable shall be increased by the amount (an “additional amount”) as may be necessary so that that, after making all required deductions such Lender shall (including deductions applicable to additional sums payable under this Section 2.13), the Lenders receive an amount equal to the sum it they would have received had if no such deductions had been made, (ii) the Borrower shall make such deductions deductions, and (iii) the Borrower shall pay the full amount deducted to the relevant governmental taxation authority or other authority in accordance with applicable law. Within 30 days after the date of any payment of Taxes pursuant to this paragraph (a), the Borrower shall furnish to the Administrative Agent a receipt issued by the relevant Governmental Authority or other evidence satisfactory to the Administrative Agent of payment thereof. The Borrower will indemnify each Lender (subject to such Lender having complied with paragraph (b) below) and hold each Lender harmless for the full amount of all Taxes paid or payable by such Lender with respect to this Agreement and any and all amounts received by such Lender hereunder, and any liability (including penalties, interest and expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto whether or not such Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability prepared by such Lender, absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower under this Section 2.16 shall survive the termination of this Agreement and the Commitments and the payment of all amounts payable under the Loan Documents.

Net Payments. Any and all (a) All payments made by any Credit Party hereunder (including any payments made by the Borrower Guarantor pursuant to Section 10) or under this Agreement shall any Note will be made without setoff, counterclaim or other defense. All such payments will be made free and clear of of, and without deduction for or withholding for, any and all current present or future taxes, levies, imposts, deductionsduties, fees, assessments or other charges of whatever nature now or withholdings hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income (or any franchise tax based on the net income) of a Lender, pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto excluding (i) income taxes imposed on the net income of any Lender; and (ii) franchise taxes imposed on the net income of any Lender, in each case by the jurisdiction under the laws of which such Lender is organized, domiciled, resident or doing business or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individuallycollectively, “Taxes”). If the Borrower shall be required to deduct any Taxes from are so levied or imposed, each Credit Party jointly and severally agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, each Credit Party shall jointly and severally be obligated to reimburse each Lender, upon the written request of such Lender, for taxes imposed on or measured by the net income (or any franchise tax based on 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 are 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 sum payable hereunder amounts paid to a Lender (i) the sum payable shall be increased by the amount (an “additional amount”) necessary so that after making all required deductions or on behalf of such Lender shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant governmental authority in accordance with applicable law. Within 30 days after the date of any payment of Taxes pursuant to this paragraph (a), the Borrower shall sentence. Each Credit Party will furnish to the Administrative Agent a receipt issued 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 relevant Governmental Authority or other evidence satisfactory such Credit Party. Each Credit Party jointly and severally agrees to the Administrative Agent of payment thereof. The Borrower will indemnify and hold harmless each Lender (subject to Lender, and reimburse such Lender having complied with paragraph (b) below) and hold each Lender harmless upon its written request, for the full amount of all Taxes paid or payable by such Lender with respect to this Agreement and any and all amounts received by such Lender hereunder, and any liability (including penalties, interest and expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto whether or not such Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate as to the amount of such payment any Taxes so levied or liability prepared imposed and paid by such Lender, absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower under this Section 2.16 shall survive the termination of this Agreement and the Commitments and the payment of all amounts payable under the Loan Documents.

Net Payments. (a) Any and all payments made by or on behalf of the Borrower or any Guarantor under this Agreement or any other Credit Document shall be made free and clear of of, and without deduction or withholding for or on account of, any and all current Indemnified Taxes or future taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto excluding (i) income taxes imposed on Other Taxes; provided that if the net income of any Lender; and (ii) franchise taxes imposed on the net income of any Lender, in each case by the jurisdiction under the laws of which such Lender is organized, domiciled, resident or doing business Borrower or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively Guarantor or individually, “Taxes”). If the Borrower Administrative Agent shall be required by applicable Requirements of Law to deduct or withhold any Taxes from or in respect of any sum payable hereunder to a Lender such payments, then (i) the Borrower or such Guarantor or the Administrative Agent shall make such deductions or withholdings as are reasonably determined by the Borrower, such Guarantor or the Administrative Agent to be required by any applicable Requirement of Law, (ii) the Borrower, such Guarantor or the Administrative Agent, as applicable, shall timely pay the full amount deducted or withheld to the relevant Governmental Authority within the time allowed and in accordance with applicable Requirements of Law, and (iii) to the extent withholding or deduction is required to be made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower or such Guarantor shall be increased by the amount (an “additional amount”) as necessary so that after making all required deductions such Lender shall receive and withholdings (including deductions or withholdings applicable to additional sums payable under this Section 5.4) the Administrative Agent, any Letter of Credit Issuer or any Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) . Whenever any Indemnified Taxes or Other Taxes are payable by the Borrower shall make or such deductions and (iii) Guarantor, as promptly as possible thereafter, the Borrower or Guarantor shall pay the full amount deducted send to the relevant governmental authority in accordance with applicable lawAdministrative Agent for its own account or for the account of such Letter of Credit Issuer or Lender, as the case may be, a certified copy of an official receipt (or other evidence acceptable to such Letter of Credit Issuer or Lender, acting reasonably) received by the Borrower or such Guarantor showing payment thereof. Within 30 days after the date of After any payment of 84 Taxes pursuant by any Credit Party or the Administrative Agent to a Governmental Authority as provided in this paragraph (a)Section 5.4, the Borrower shall furnish deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrower, as the case may be, a copy of a receipt issued by the relevant such Governmental Authority evidencing such payment, a copy of any return required by laws to report such payment or other evidence of such payment reasonably satisfactory to the Borrower or the Administrative Agent of payment thereof. The Borrower will indemnify each Lender (subject to such Lender having complied with paragraph (b) below) and hold each Lender harmless for Agent, as the full amount of all Taxes paid or payable by such Lender with respect to this Agreement and any and all amounts received by such Lender hereunder, and any liability (including penalties, interest and expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto whether or not such Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability prepared by such Lender, absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower under this Section 2.16 shall survive the termination of this Agreement and the Commitments and the payment of all amounts payable under the Loan Documentscase may be.

Net Payments. Any and all payments by the Borrower under this Agreement shall be made free and clear of and without deduction for any and all current or future taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto excluding (i) income taxes imposed on the net income of any Lender; and (ii) franchise taxes imposed on the net income of any Lender, in each case by the jurisdiction under the laws of which such Lender is organized, domiciled, resident or doing business or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually, “"Taxes”"). If the Borrower shall be required to deduct any Taxes from or in respect of any sum payable hereunder to a Lender (i) the sum payable shall be increased by the amount (an “"additional amount”") necessary so that after making all required deductions such Lender shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant governmental authority in accordance with applicable law. Within 30 days after the date of any payment of Taxes pursuant to this paragraph (a), the Borrower shall furnish to the Administrative Agent a receipt issued by the relevant Governmental Authority or other evidence satisfactory to the Administrative Agent of payment thereof. The Borrower will indemnify each Lender (subject to such Lender having complied with paragraph (b) below) and hold each Lender harmless for the full amount of all Taxes paid or payable by such Lender with respect to this Agreement and any and all amounts received by such Lender hereunder, and any liability (including penalties, interest and expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto whether or not such Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability prepared by such Lender, absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower under this Section 2.16 shall survive the termination of this Agreement and the Commitments and the payment of all amounts payable under the Loan Documents.

Net Payments. Any and all (a) All payments made by the Borrower under this Agreement shall be made free and clear of of, and without deduction or withholding for or on account of, any and all current or future income, stamp or other taxes, levies, imposts, deductionsduties, charges charges, fees, deductions or withholdings and all liabilities with respect thereto withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding (i) net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the Lender and (ii) any taxes imposed on the net income Lender as a result of any Lender; a current or former connection between the Lender and (ii) franchise taxes imposed on the net income of any Lender, in each case by the jurisdiction under of the laws of which Governmental Authority imposing such Lender is organized, domiciled, resident or doing business tax or any political subdivision or taxing authority thereof or therein (all other than any such connection arising solely from the Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement). If any such non-excluded taxes, levies, imposts, deductionsduties, charges, fees, deductions or withholdings and liabilities("NON-EXCLUDED TAXES") are required to be withheld from any amounts payable to the Lender hereunder, collectively the amounts so payable to the Lender shall be increased to the extent necessary to yield to the Lender (after payment of all Non-Excluded Taxes) interest or individuallyany such other amounts payable hereunder at the rates or in the amounts specified in this Agreement. Whenever any Non-Excluded Taxes are payable by the Borrower, “Taxes”)as promptly as possible thereafter the Borrower shall send to the Lender a certified copy of an original official receipt received by the Borrower showing payment thereof. If the Borrower shall be required fails to deduct pay any Non-Excluded Taxes from or in respect of any sum payable hereunder to a Lender (i) the sum payable shall be increased by the amount (an “additional amount”) necessary so that after making all required deductions such Lender shall receive an amount equal when due to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted appropriate taxing authority or fails to remit to the relevant governmental authority in accordance with applicable law. Within 30 days after Lender the date of any payment of Taxes pursuant to this paragraph (a)required receipts or other required documentary evidence, the Borrower shall furnish to indemnify the Administrative Agent a receipt issued Lender for any incremental taxes, interest, costs or penalties that may become payable by the relevant Governmental Authority or other evidence satisfactory to the Administrative Agent Lender as a result of payment thereofany such failure. The Borrower will indemnify each Lender (subject to such Lender having complied with paragraph (b) below) and hold each Lender harmless for the full amount of all Taxes paid or payable by such Lender with respect to this Agreement and any and all amounts received by such Lender hereunder, and any liability (including penalties, interest and expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto whether or not such Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability prepared by such Lender, absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower under agreements in this Section 2.16 4.3(a) shall survive the termination of this Agreement and the Commitments and the payment of the Loans and all other amounts payable under the Loan Documentshereunder.

Net Payments. Any and all (a) All payments made by the Borrower under this Agreement shall be made free and clear of of, and without deduction or withholding for or on account of, any and all current or future income, stamp or other taxes, levies, imposts, deductionsduties, charges charges, fees, deductions or withholdings and all liabilities with respect thereto withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding (i) net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the Lender and (ii) any taxes imposed on the net income Lender as a result of any Lender; a current or former connection between the Lender and (ii) franchise taxes imposed on the net income of any Lender, in each case by the jurisdiction under of the laws of which Governmental Authority imposing such Lender is organized, domiciled, resident or doing business tax or any political subdivision or taxing authority thereof or therein (all other than any such connection arising solely from the Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement). If any such non-excluded taxes, levies, imposts, deductionsduties, charges, fees, deductions or withholdings and liabilities("Non-Excluded Taxes") are required to be withheld from any amounts payable to ------------------ the Lender hereunder, collectively the amounts so payable to the Lender shall be increased to the extent necessary to yield to the Lender (after payment of all Non-Excluded Taxes) interest or individuallyany such other amounts payable hereunder at the rates or in the amounts specified in this Agreement. Whenever any Non-Excluded Taxes are payable by the Borrower, “Taxes”)as promptly as possible thereafter the Borrower shall send to the Lender a certified copy of an original official receipt received by the Borrower showing payment thereof. If the Borrower shall be required fails to deduct pay any Non-Excluded Taxes from or in respect of any sum payable hereunder to a Lender (i) the sum payable shall be increased by the amount (an “additional amount”) necessary so that after making all required deductions such Lender shall receive an amount equal when due to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted appropriate taxing authority or fails to remit to the relevant governmental authority in accordance with applicable law. Within 30 days after Lender the date of any payment of Taxes pursuant to this paragraph (a)required receipts or other required documentary evidence, the Borrower shall furnish to indemnify the Administrative Agent a receipt issued Lender for any incremental taxes, interest, costs or penalties that may become payable by the relevant Governmental Authority or other evidence satisfactory to the Administrative Agent Lender as a result of payment thereofany such failure. The Borrower will indemnify each Lender (subject to such Lender having complied with paragraph (b) below) and hold each Lender harmless for the full amount of all Taxes paid or payable by such Lender with respect to this Agreement and any and all amounts received by such Lender hereunder, and any liability (including penalties, interest and expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto whether or not such Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability prepared by such Lender, absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower under agreements in this Section 2.16 3.3(a) shall survive the termination of this Agreement and the Commitments and the payment of the Loans and all other amounts payable under the Loan Documentshereunder.

Net Payments. Any and (a) Subject to the following sentence, all payments made by or on behalf of the Borrower Issuer under this Agreement or any other Credit Document shall be made free and clear of of, and without deduction or withholding for or on account of, any and all current or future taxes, levies, imposts, deductions, charges Taxes or withholdings and all liabilities with respect thereto excluding Other Taxes other than Excluded Taxes. If any such Taxes or Other Taxes other than Excluded Taxes (i“Non-Excluded Taxes”) income taxes imposed on the net income of are required by Applicable Law to be withheld from any Lender; and (ii) franchise taxes imposed on the net income of any Lender, in each case by the jurisdiction amounts payable under the laws of which such Lender is organized, domiciled, resident or doing business this Agreement or any political subdivision thereof (all such non-excluded taxesother Credit Document, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually, “Taxes”). If if the Borrower shall be Issuer is not required to so withhold or deduct any Non-Excluded Taxes because a member of the Purchaser Group is exempt from such withholding or in respect deduction and is instead required Table of Contents under Applicable Law to directly pay any sum Non-Excluded Taxes to the relevant Governmental Authority, the Issuer shall increase such amounts payable hereunder to a Lender (i) the sum payable shall be increased by the amount (an “additional amount”) extent necessary so that after making all required deductions for Non-Excluded Taxes (including such Lender shall receive deductions for Non-Excluded Taxes applicable to additional sums payable under this Section 7.01(a)) each member of the Purchaser Group receives an amount equal to the sum it would have received had no such deductions or direct payments for Non-Excluded Taxes been made. Whenever any Non-Excluded Taxes are payable by the Issuer, (ii) as promptly as possible thereafter, the Borrower Issuer shall make such deductions and (iii) the Borrower shall required to be made by it under Applicable Law, timely pay the full amount required to be deducted to the relevant governmental authority Governmental Authority in accordance with applicable law. Within 30 days after Applicable Law, and the date of any payment of Taxes pursuant to this paragraph (a), the Borrower Issuer shall furnish send to the Administrative Agent holders of the Notes a certified copy of an original official receipt issued by the relevant Governmental Authority (or other evidence satisfactory acceptable to such member of the Administrative Agent of Purchaser Group, acting reasonably) received by the Issuer showing payment thereof. The Borrower will If the Issuer fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to the holders of the Notes the required receipts or other required documentary evidence, the Issuer shall indemnify each Lender (subject to such Lender having complied with paragraph (b) below) and hold each Lender harmless member of the Purchaser Group for the full amount of all Taxes paid any incremental taxes, interest, costs or penalties that may become payable by such Lender with respect to this Agreement and any and all amounts received by such Lender hereunder, and any liability (including penalties, interest and expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto whether or not such Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability prepared by such Lender, absent manifest error, shall be final, conclusive and binding for all purposes. The obligations member of the Borrower under this Section 2.16 shall survive the termination Purchaser Group as a result of this Agreement and the Commitments and the payment of all amounts payable under the Loan Documentsany such failure.

Net Payments. Any and all All payments made by the Borrower hereunder or under this Agreement shall any Note will be made without setoff, counterclaim or other defense. All such payments will be made free and clear of of, and without deduction for or withholding for, any and all current present or future taxes, levies, imposts, deductionsduties, fees, assessments or other charges of whatever nature now or withholdings hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payment (but excluding any tax imposed on or measured by the net income or gross income or gross receipts of any Bank (other than withholding taxes or taxes in lieu of withholding taxes) pursuant to the laws of the jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the principal office or lending office of such Bank is located or in which such Bank is organized or in which such Bank is doing business through a branch or office from which such jurisdiction treats a Loan as having been made) and all interest, penalties or similar liabilities with respect thereto excluding (i) income taxes imposed on the net income of any Lender; and (ii) franchise taxes imposed on the net income of any Lender, in each case by the jurisdiction under the laws of which such Lender is organized, domiciled, resident or doing business or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individuallycollectively, “Taxes”). If any Taxes are so levied or imposed, the Borrower shall be required agrees to deduct any Taxes from or in respect of any sum payable hereunder to a Lender (i) the sum payable shall be increased by the amount (an “additional amount”) necessary so that after making all required deductions such Lender shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted of such Taxes and such additional amounts as may be necessary so that every payment of all amounts due hereunder or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Note. The Borrower shall also reimburse each Bank, upon its written request, which request shall show the basis for calculation of such reimbursement, for taxes imposed on or measured by the net income of such Bank pursuant to the relevant governmental laws of the jurisdiction (or any political subdivision or taxing authority thereof or therein) in accordance with which its principal office or lending office is located or in which such Bank is organized or in which such Bank is doing business through a branch or office from which such jurisdiction treats a Loan as having been made as it shall determine are payable by it in respect of amounts paid to or on behalf of such Bank pursuant to the preceding sentence. The Borrower will furnish to the applicable law. Within 30 Bank within 45 days after the date the payment of any payment of Taxes is due pursuant to this paragraph (a), applicable law certified copies of any tax receipts available to the Borrower shall furnish to the Administrative Agent a receipt issued evidencing such payment by the relevant Governmental Authority or other evidence satisfactory to the Administrative Agent of payment thereofBorrower. The Borrower will indemnify each Lender (subject to such Lender having complied with paragraph (b) below) and hold harmless each Lender harmless for the full amount of all Taxes paid or payable by such Lender with respect to this Agreement and any and all amounts received by such Lender hereunderBank, and any liability (including penaltiesreimburse each Bank upon its written request, interest and expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto whether or not such Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate as to for the amount of such payment any Taxes so levied or liability prepared imposed and paid by such Lender, absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower under this Section 2.16 shall survive the termination of this Agreement and the Commitments and the payment of all amounts payable under the Loan DocumentsBank.

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

Net Payments. Any and (a) Except as otherwise required by law, all payments made by the Borrower to any Lender or the Administrative Agent under this Agreement and/or any Loan Document shall be made free and clear of of, and without deduction reduction for or on account of, any and all current present or future income, stamp or other taxes, levies, imposts, deductionsduties, charges charges, fees, deductions or withholdings withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding income, bank shares and all liabilities with respect thereto excluding (i) income taxes imposed on the net income of any Lender; and (ii) franchise taxes imposed on the net income of by any jurisdiction in which such Lender, ’s principal or lending office is located or in each case by the jurisdiction under the laws of which such Lender is organized, domiciled, resident engaged in a trade or doing business or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually, taxes being called “Taxes”). If any Taxes are required to be withheld from any amounts payable to the Administrative Agent or any Lender under this Agreement and/or any Loan Document, the Borrower shall timely remit such Taxes to the Governmental Authority imposing the same and the amounts so payable to such Lender shall be increased to the extent necessary to yield to such Lender (after payment of all Taxes) interest or any such other amounts payable at the rates or in the amounts specified in this Agreement and/or any Loan Document. Whenever any Tax is payable by the Borrower, as promptly as possible thereafter, the Borrower shall send to the Administrative Agent, for its own account or the account of such Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof. Without prejudice to the foregoing, if any Lender or the Administrative Agent is required to deduct make any Taxes from payment on account of Taxes, the Borrower will, upon notification by the Lender or the Administrative Agent, promptly indemnify such Person against such Taxes. Notwithstanding the foregoing provisions of this Section 2.12(a), the Borrower will have no obligation to indemnify any Lender or the Administrative Agent, in respect of any sum Taxes that would not have been payable hereunder to had (i) such Lender, assignee of such Lender or participant of a Lender (ior each interestholder in such Lender, assignee or participant, where such Lender, assignee or participant is a pass-through entity for purposes of the U.S. withholding tax rules) provided to the sum Borrower and the Administrative Agent, the applicable Withholding Certificate. For purposes of this Section 2.12, the term “Taxes” includes interest, penalties and expenses payable or incurred in connection therewith. The Lender shall submit a certification or otherwise provide written notice to the Borrower within a reasonable period of time after becoming aware of any Taxes for which it is entitled to payments of additional amounts under this Section 2.12(a). All demands for payment hereunder shall be increased by the amount (an “additional amount”) necessary so that after making all required deductions such Lender shall receive an amount equal to the sum it would have received had given no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant governmental authority in accordance with applicable law. Within 30 more than 90 days after the occurrence of the event giving rise to such demand; provided however, that failure to deliver notice on a timely basis shall not constitute a waiver of any Lender’s right to receive payment for any costs relating to the 90-day period preceding the date of any payment of Taxes pursuant to this paragraph (a), the Borrower shall furnish to the Administrative Agent a receipt issued by the relevant Governmental Authority or other evidence satisfactory to the Administrative Agent of payment thereof. The Borrower will indemnify each Lender (subject to such Lender having complied with paragraph (b) below) and hold each Lender harmless for the full amount of all Taxes paid or payable by such Lender with respect to this Agreement demand and any and all amounts received by such Lender hereunder, and any liability (including penalties, interest and expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto whether or not such Taxes were correctly or legally asserted by costs incurred after the relevant Governmental Authority. A certificate as to the amount giving of such payment or liability prepared by such Lender, absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower under this Section 2.16 shall survive the termination of this Agreement and the Commitments and the payment of all amounts payable under the Loan Documentsnotice.

Net Payments. Any and all (a) All payments made by the Borrower Borrowers hereunder and under any Note will be made without setoff, counterclaim or other defense, unless so provided under this Agreement shall or any other Credit Document. Except as required by applicable law or regulation or the administration or interpretation thereof (as determined in the good faith discretion of an applicable Withholding Agent), all payments made by the Borrowers or any other Credit Party hereunder will be made free and clear of of, and without deduction for or withholding for, any and all current Taxes. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or future taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto excluding (i) income taxes imposed on the net income withholding of any Lender; and (ii) franchise taxes imposed on Tax from any such payment by a Withholding Agent, then the net income of any Lender, in each case by the jurisdiction under the laws of which such Lender is organized, domiciled, resident or doing business or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually, “Taxes”). If the Borrower applicable Withholding Agent shall be required entitled to deduct any Taxes from or in respect of any sum payable hereunder to a Lender (i) the sum payable shall be increased by the amount (an “additional amount”) necessary so that after making all required deductions such Lender shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions deduction or withholding and (iii) the Borrower shall agrees to pay the full amount deducted of such Taxes to the appropriate taxing authority, and if such Taxes are Indemnified Taxes, the Credit Parties shall pay to the Recipient such additional amounts as may be necessary so that such payment, after withholding or deduction for or on account of such Indemnified Taxes (after taking into account any withholding or deduction payable pursuant to this sentence), will not be less than the amount such Recipient would have received absent such withholding or deduction. The Credit Parties shall timely pay to the relevant governmental taxing authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for, Other Taxes. Within 30 days As promptly as practicable after the date of any payment of Taxes pursuant by any Credit Party to a taxing authority as provided in this paragraph (aSection 5.04(a), the Borrower such Credit Party shall furnish deliver to the Administrative Agent a receipt copies of tax receipts issued by the relevant Governmental Authority applicable taxing authority evidencing such payment by such Credit Party, if available, or such other evidence reasonably satisfactory to the Administrative Agent of payment thereofAgent. The Borrower will Credit Parties shall indemnify and hold harmless each Lender (subject to such Lender having complied with paragraph (b) below) and hold each Lender harmless the Administrative Agent, within 10 Business Days after demand therefor, for the full amount of all any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 5.04) payable or paid or payable by such Lender with respect or Administrative Agent or required to this Agreement be withheld or deducted from a payment to such Lender or Administrative Agent and any and all amounts received by such Lender hereunder, and any liability (including penalties, interest and reasonable expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability prepared liability, showing in reasonable detail the basis for the calculation thereof, delivered to the Borrowers by such a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower under this Section 2.16 shall survive the termination of this Agreement and the Commitments and the payment of all amounts payable under the Loan Documents.

Net Payments. (a) Any and all payments by the Borrower hereunder or under this Agreement any other Loan Document shall be made free and clear of and without deduction for any and all current or future taxes, levies, imposts, deductions, charges or withholdings withholdings, and all liabilities with respect thereto thereto, excluding (ix) income taxes imposed on the net income of the Administrative Agent or any Lender; Lender (or any transferee or assignee thereof, including a participation holder (any such entity being called a "Transferee")), and (iiy) franchise taxes imposed on the net income of Administrative Agent or any LenderLender (or Transferee), in each case by the United States or any jurisdiction under the laws of which the Administrative Agent or any such Lender (or Transferee) is organized, domiciled, resident organized or doing business in which the Administrative Agent or any such Lender (or Transferee) has its principal office or lending office or any political subdivision or taxing authority thereof or therein (all such non-excluded nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually, “liabilities being hereinafter referred to as "Taxes”"). If the Borrower shall be any Taxes are required to deduct any Taxes be deducted from or in respect of any sum payable hereunder to a any Lender (ior any Transferee) or the Administrative Agent, (x) the sum payable shall be increased by the amount (an “additional amount”) necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 4.7) such Lender (or Transferee) or the Administrative Agent (as the case may be) shall receive an amount equal to the sum it would have received had no such deductions been made, (iiy) the Borrower shall make such deductions and (iiiz) the Borrower shall pay the full amount deducted to the relevant governmental taxing authority or other Governmental Authority in accordance with applicable law. Within 30 days after the date ; provided, however, that no Transferee of any Lender shall be entitled to receive any greater payment of Taxes pursuant to under this paragraph (a), the Borrower shall furnish to the Administrative Agent a receipt issued by the relevant Governmental Authority or other evidence satisfactory to the Administrative Agent of payment thereof. The Borrower will indemnify each Lender (subject to ) than such Lender having complied with paragraph (b) below) and hold each Lender harmless for the full amount of all Taxes paid or payable by such Lender would have been entitled to receive with respect to this Agreement and any and all amounts received by the rights assigned, participated or otherwise transferred unless (x) such Lender hereunderassignment, and any liability participation or transfer shall have been made at a time when the circumstances (including penaltiesa Change of Law) giving rise to such greater payment did not exist or had not yet occurred, interest and expenses (including reasonable attorneys fees and expenses)y) arising therefrom such assignment, participation or with respect thereto whether transfer shall have been at the request of the Borrower, or not (z) such Taxes were correctly assignment, participation, or legally asserted by the relevant Governmental Authority. A certificate as transfer was required pursuant to the amount of such payment or liability prepared by such Lender, absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower under this Section 2.16 shall survive the termination terms of this Agreement and the Commitments and the payment of all amounts payable under the Loan DocumentsAgreement.

Net Payments. Any All payments made by any Guarantor un-der this Agreement, and all payments by the Borrower under this Agreement other Financing Agreements shall be made free and clear of and without deduction reduction for or on account of, any and all current pre-sent or future income or other taxes, levies, imposts, duties, charges, fees, deductions, charges withholdings, now or withholdings and all liabilities with respect thereto excluding here-after imposed, levied, collected, withheld or assessed by any country (ior by any political subdivision or taxing authority thereof or therein, including England) income other than taxes imposed on of the Commonwealth of Puerto Rico measured by or based upon the overall net income of the Lender (such taxes being called "Taxes"). If any Lender; Taxes are required to be withheld from any amounts payable to the Lender hereunder or any other Financing Agreement, the amounts so payable to the Lender shall be increased to the extent necessary to yield to the Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement or such other Financing Agreement. It is understood and (ii) franchise taxes agreed that the Guarantor shall be obligated to so "gross-up" with respect to payments to the Lender under or in connection with the Loans and Letter of Credit Accommodations even though the Guarantor claims an exemption from the payment or withholding of Taxes imposed on the net income of any Lender, in each case by the jurisdiction under the laws of which such Lender is organized, domiciled, resident or doing business England or any political subdivision governmental agency or body thereof (all with respect to such nonpayments to the Lender. Whenever any Tax is payable by Guarantor, as promptly as possible thereafter, Guarantor shall send to the Lend-excluded taxeser, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually, “Taxes”)a certified copy of an original official receipt showing payment thereof. If the Borrower Guarantor fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Lender the required re-ceipts or other required documentary evidence, the Guarantor shall indemnify the Lender for any incremental taxes, interest or penalties that may become payable by the Lender as a result of any such failure. If any Taxes are required to be withheld from any amounts payable to the Lender hereunder or any other Financing Agreement, Lender may, but shall not be required to, on behalf of Guarantor, increase the amounts payable to deduct any Taxes from or in respect of any sum payable hereunder the Lender to a the extent necessary to yield to Lender (i) the sum payable shall be increased by the amount (an “additional amount”) necessary so that after making all required deductions such Lender shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant governmental authority in accordance with applicable law. Within 30 days after the date of any payment of Taxes pursuant to this paragraph (a), the Borrower shall furnish to the Administrative Agent a receipt issued by the relevant Governmental Authority or other evidence satisfactory to the Administrative Agent of payment thereof. The Borrower will indemnify each Lender (subject to such Lender having complied with paragraph (b) below) and hold each Lender harmless for the full amount of all Taxes paid or payable by such Lender with respect to this Agreement and any and all amounts received by such Lender hereunder, and any liability (including penalties, interest and expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto whether or not such Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability prepared by such Lender, absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower under this Section 2.16 shall survive the termination of this Agreement and the Commitments and the payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement or other Financing Agreement and Lender may, on behalf of the Guarantor, so "gross-up" payments to the Lender under or in connection with the Loan DocumentsLoans and Letter of Credit Accommodations.

Net Payments. Any and all (a) All payments made by the Borrower or on account of any Credit Party under this Agreement any Credit Document shall be made free and clear of of, and without deduction for or withholding for, any Taxes, except as required by applicable law. If any Indemnified Taxes are required to be withheld or deducted from such payments, then the Credit Parties jointly and all current or future taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto excluding severally agree that (i) income taxes imposed to the extent such deduction or withholding is on the net income account of any Lender; and (ii) franchise taxes imposed on the net income of any Lenderan Indemnified Tax or Other Tax, in each case by the jurisdiction under the laws of which such Lender is organized, domiciled, resident or doing business or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually, “Taxes”). If the Borrower shall be required to deduct any Taxes from or in respect of any sum payable hereunder to a Lender (i) the sum payable shall be increased by the amount (an “additional amount”) as necessary so that after making all required deductions such or withholding (including deduction or withholdings applicable to additional sums payable under this Section 5.01), the Administrative Agent or Lender shall receive (as the case may be) receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) the Borrower shall applicable withholding agent will make such deductions or withholdings, and (iii) the Borrower applicable withholding agent shall timely pay the full amount deducted or withheld to the relevant governmental authority Governmental Authority in accordance with applicable law. Within 30 days after the date of any payment of Taxes pursuant to this paragraph (a)In addition, the Borrower Credit Parties shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law. The Credit Parties will furnish to the Administrative Agent a receipt issued within 45 days after the date the payment by any of them of any Indemnified Taxes or Other Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the relevant Governmental Authority applicable Credit Party. The Credit Parties jointly and severally agree to indemnify and hold harmless the Administrative Agent and each Lender, and reimburse the Administrative Agent and each Lender, within 10 days of written request therefor, for the amount of any Indemnified Taxes (including any Indemnified Taxes imposed on amounts payable under this Section 5.01) payable or other evidence satisfactory paid by the Administrative Agent or such Lender or required to be withheld or deducted from a payment to the Administrative Agent of payment thereof. The Borrower will indemnify each Lender (subject to or such Lender having complied with paragraph (b) below) and hold each Lender harmless for the full amount of all Taxes paid or payable by such Lender with respect to this Agreement and any and all amounts received by such Lender hereunderLender, and any liability (including penaltiesOther Taxes, interest and any reasonable out-of-pocket expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability prepared by such Lender, absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower under this Section 2.16 shall survive the termination of this Agreement and the Commitments and the payment of all amounts payable under the Loan Documents.

Net Payments. Any and all (i) All payments by the Borrower Company under this Agreement shall be made free without setoff or counterclaim and clear (unless, in the case of Competitive Bid Loans only, otherwise agreed to between the Company and without the Bank making any such Competitive Bid Loan), in such amounts as may be necessary in order that all such payments (after deduction or withholding for or on account of any and all current present or future taxes, levies, imposts, deductionsduties or other charges of whatsoever nature imposed by any Governmental Authority, charges other than any tax on or withholdings and all liabilities with respect thereto excluding (i) income taxes imposed on measured by the net income of any Lender; and (ii) franchise taxes imposed on a Bank pursuant to the net income of any Lender, in each case by the jurisdiction under the tax laws of which the United States or of the jurisdictions where such Lender Bank’s principal or Applicable Lending Office is organized, domiciled, resident or doing business or any political subdivision thereof located (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individuallycollectively, “Taxes”)) shall not be less than the amounts otherwise specified to be paid under this Agreement. If the Borrower shall Company is required by law to make any deduction or withholding from any payment due hereunder, then the amount payable will be increased to such amount which, after deduction from such increased amount of all amounts required to deduct be deducted or withheld therefrom, will not be less than the amount otherwise due and payable. Without prejudice to the foregoing, if any Taxes from Bank or the Administrative Agent is required to make any payment on account of Taxes, the Company will, upon notification by the Bank or the Administrative Agent promptly indemnify such person against such Taxes, together with any interest, penalties and expenses payable or incurred in connection therewith. The Company shall also reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income of such Bank pursuant to the laws of the United States of America, any State or political subdivision thereof, or the jurisdiction in which the principal office or lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction as such Bank shall determine are payable by such Bank in respect of any sum payable hereunder Taxes paid to a Lender (i) the sum payable shall be increased by the amount (an “additional amount”) necessary so that after making all required deductions or on behalf of such Lender shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant governmental authority in accordance with applicable law. Within 30 days after the date of any payment of Taxes Bank pursuant to Article 2. For purposes of this paragraph (a)Section, the Borrower shall furnish to the Administrative Agent a receipt issued by the relevant Governmental Authority or other evidence satisfactory to the Administrative Agent of payment thereof. The Borrower will indemnify each Lender (subject to such Lender having complied with paragraph (b) below) and hold each Lender harmless for the full amount of all Taxes paid or payable by such Lender with respect to this Agreement and any and all amounts received by such Lender hereunderterm “Taxes” includes interest, and any liability (including penalties, interest penalties and expenses (including reasonable attorneys fees and expenses)) arising therefrom payable or with respect thereto whether or not such Taxes were correctly or legally asserted by the relevant Governmental Authorityincurred in connection therewith. A certificate as to any additional amounts payable to a Bank under this Section 2.08(f) submitted to the amount of such payment or liability prepared Company by such LenderBank shall, absent manifest error, shall be final, conclusive and binding for all purposespurposes upon all parties hereto. The obligations With respect to each deduction or withholding for or on account of any Taxes, the Borrower under this Section 2.16 Company shall survive promptly furnish to each Bank such certificates, receipts and other documents as may be required (in the termination judgment of this Agreement and the Commitments and the payment of all amounts payable under the Loan Documentssuch Bank) to establish any tax credit to which such Bank may be entitled.

Net Payments. Any and all (a) All payments made by the Borrower or on account of any Credit Party under this Agreement any Credit Document shall be made free and clear of of, and without deduction for or withholding for, any Taxes, except as required by applicable Requirements of Law. If any Taxes are required to be deducted or withheld from any such payments, then the Credit Parties jointly and all current or future taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto excluding severally agree that (i) income taxes imposed to the extent such deduction or withholding is on the net income account of any Lender; and (ii) franchise taxes imposed on the net income of any Lenderan Indemnified Tax, in each case by the jurisdiction under the laws of which such Lender is organized, domiciled, resident or doing business or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually, “Taxes”). If the Borrower shall be required to deduct any Taxes from or in respect of any sum payable hereunder to a Lender (i) the sum payable by the applicable Credit Party shall be increased by the amount (an “additional amount”) as necessary so that after making all such required deductions such or withholdings (including deductions or withholdings applicable to additional sums payable under this Section 5.01) have been made by any applicable withholding agent, the applicable Lender shall receive (or, in the case of a payment made to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) the Borrower shall applicable withholding agent will make such deductions or withholdings, and (iii) the Borrower applicable withholding agent shall timely pay the full amount deducted or withheld to the relevant governmental authority Governmental Authority in accordance with applicable lawRequirements of Law. Within 30 In addition, the Credit Parties shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable Requirements of Law. The Credit Parties will furnish to the Administrative Agent, within 45 days after the date the payment by any of them of any payment of Indemnified Taxes is due pursuant to applicable Requirements of Law, certified copies of tax receipts evidencing such payment by the applicable Credit Party. The Credit Parties jointly and severally agree to indemnify and hold harmless the Administrative Agent and each Lender, and reimburse the Administrative Agent and each Lender, within 10 Business Days of written request therefor, for the amount of any Indemnified Taxes (including any Indemnified Taxes imposed on amounts payable under this paragraph (a), Section 5.01) payable or paid by the Borrower shall furnish Administrative Agent or such Lender or required to be withheld or deducted from a payment to the Administrative Agent a receipt issued by the relevant Governmental Authority or other evidence satisfactory to the Administrative Agent of payment thereof. The Borrower will indemnify each Lender (subject to such Lender having complied with paragraph (b) below) and hold each Lender harmless for the full amount of all Taxes paid or payable by such Lender with respect to this Agreement and any and all amounts received by such Lender hereunderLender, and any liability (including penalties, interest and reasonable out-of-pocket expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability prepared delivered to Lead Borrower by such a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, setting forth in reasonable detail the basis for the calculations of such payment or liability and including reasonable supporting evidence shall be prima facie evidence thereof absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower under this Section 2.16 shall survive the termination of this Agreement and the Commitments and the payment of all amounts payable under the Loan Documents.

Net Payments. Any and all (a) All payments made by the Borrower Borrowers hereunder and/or under this Agreement shall any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(b) and Section 3.04(c), and provided Section 3.04(b) and Section 3.04(c) are complied with, all such payments will be made free and clear of of, and without deduction for or withholding for, any and all current present or future taxes, levies, imposts, deductionsduties, fees, assessments or other charges of whatever nature now or withholdings and all liabilities hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect thereto excluding to such payments (but excluding, (i) income taxes any tax imposed on or measured by the net income or net profits or franchise taxes (in lieu of net income taxes or net profit taxes) of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located or any Lender; subdivision thereof or therein and (ii) franchise any branch profits taxes imposed on the net income of any Lender, in each case by the jurisdiction under the laws of which such Lender is organized, domiciled, resident or doing business United States or any political subdivision thereof similar tax imposed by any other jurisdiction in which any Borrower is located) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, deductionsduties, chargesfees, withholdings and liabilities, assessments or other charges being referred to collectively or individually, as “Taxes”). If the Borrower shall be required to deduct any Taxes from are so levied or in respect of any sum payable hereunder imposed, the Borrowers agree to a Lender (i) the sum payable shall be increased by the amount (an “additional amount”) necessary so that after making all required deductions such Lender shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted of such Taxes to the relevant applicable governmental authority in accordance with applicable law. Within 30 days authority, and (ii) pay such additional amounts to the Lenders as may be necessary so that every payment of all amounts due under this Agreement and/or under any Note, after the date withholding or deduction for or on account of any payment of Taxes pursuant to Taxes, will not be less than the amount provided for herein or therein, provided this paragraph clause (a), the Borrower ii) in this Section 3.04(a) shall apply if Section 3.04(b) and Section 3.04(c) are complied with. The Borrowers will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by a receipt issued Borrower. The Borrowers agree, jointly and severally, 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 (other than penalties and interest attributable to the relevant Governmental Authority gross negligence or other evidence satisfactory to willful misconduct of the Administrative Agent of payment thereof. The Borrower will indemnify each Lender (subject to such Lender having complied with paragraph (b) below) and hold each Lender harmless for the full amount of all Taxes paid or payable by such Lender with respect to this Agreement and any and all amounts received by such Lender hereunder, and any liability (including penalties, interest and expenses (including reasonable attorneys fees and expensesLender)) arising therefrom or with respect thereto whether or not such Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability prepared by such Lender, absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower under this Section 2.16 shall survive the termination of this Agreement and the Commitments and the payment of all amounts payable under the Loan Documents.

Net Payments. Any and all (a) All payments made by the Borrower hereunder, under this Agreement shall any Note or any other Credit Document, will be made without setoff, counterclaim or other defense. Except as provided for in Section 4.04(b), all such payments will be made free and clear of of, and without deduction for or withholding for, any and all current present or future taxes, levies, imposts, deductionsduties, fees, assessments or other charges of whatever nature now or withholdings hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income (or any franchise tax) of a Bank pursuant to the laws of the jurisdiction in which the principal office or applicable lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office or applicable lending office of such Bank is located) and all interest, penalties or similar liabilities with respect thereto excluding (i) income collectively, "Taxes"). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes and such additional amounts as may be necessary so that every payment of all amounts due hereunder, under any Note or under any other Credit Document, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Note or in such other Credit Document. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the Borrower shall also reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income of any Lender; and (ii) franchise taxes imposed on the net income of any Lender, in each case by the jurisdiction under such Bank pursuant to the laws of the juris- diction in which the principal office or applicable lending office of such Lender Bank is organized, domiciled, resident located or doing business or of any political subdivision thereof (all or taxing authority of any such non-excluded taxesjurisdiction and for any withholding of income or similar taxes imposed by the United States of America as such Bank shall determine are payable by, leviesor withheld from, imposts, deductions, charges, withholdings and liabilities, collectively or individually, “Taxes”). If the Borrower shall be required to deduct any Taxes from or such Bank in respect of any sum payable hereunder Taxes paid to a Lender (i) or on behalf of such Bank pursuant to this or the sum payable shall be increased by the amount (an “additional amount”) necessary so that after making all required deductions such Lender shall receive an amount equal preceding sentence. The Borrower will furnish to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant governmental authority in accordance with applicable law. Within 30 Agent within 45 days after the date the payment of any payment of Taxes Taxes, or any withholding or deduction on account thereof, is due pursuant to this paragraph (a), the Borrower shall furnish to the Administrative Agent a receipt issued applicable law certified copies of tax receipts evidencing such payment by the relevant Governmental Authority or other evidence satisfactory to the Administrative Agent of payment thereofBorrower. The Borrower will indemnify each Lender (subject to such Lender having complied with paragraph (b) below) and hold harmless the Agent and each Lender harmless for the full amount of all Taxes paid or payable by such Lender with respect to this Agreement and any and all amounts received by such Lender hereunderBank, and any liability (including penaltiesreimburse the Agent or such Bank upon its written request, interest and expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto whether or not such Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate as to for the amount of such payment any Taxes so levied or liability prepared imposed and paid or withheld by such Lender, absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower under this Section 2.16 shall survive the termination of this Agreement and the Commitments and the payment of all amounts payable under the Loan DocumentsBank.

Net Payments. Any and all (a) All payments by the Borrower under this Agreement hereunder to or for the benefit of any Lender, the Issuing Bank, the Syndication Agent or the Agent shall be made without setoff, counterclaim or other defense. Except as provided in Section 4.10(b), all such payments will be made free and clear of of, and without deduction for or withholding for, any and all current present or future taxes, levies, imposts, deductionsduties, fees, assessments, or other charges of whatever nature now or withholdings and hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding any tax imposed on or measured by the net income or profits of the Lender, the Issuing Bank, the Syndication Agent or the Agent, as the case may be, pursuant to the laws of the jurisdiction in which it is organized) together with all interest, penalties or similar liabilities with respect thereto excluding (i) income taxes imposed on the net income of any Lender; and (ii) franchise taxes imposed on the net income of any Lendercollectively, in each case by the jurisdiction under the laws of which such Lender is organized, domiciled, resident or doing business or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually, “"Covered Taxes”"). If the Borrower shall be required by law to deduct any Covered Taxes from or in respect of any sum payable hereunder to a Lender any Lender, the Issuing Bank, the Syndication Agent or the Agent, (iA) the sum payable shall be increased by the amount (an “additional amount”) as may be necessary so that after making all required deductions of Covered Taxes (including deductions of Covered Taxes applicable to additional sums payable under this Section 4.10) such Lender shall receive Lender, the Issuing Bank, the Syndication Agent or the Agent, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (iiB) the Borrower shall make such deductions and (iiiC) the Borrower shall pay the full amount so deducted to the relevant governmental taxation authority or other authority in accordance with applicable law. Within 30 days after the date of any payment of Taxes pursuant to this paragraph (a), the The Borrower shall furnish to the Administrative Agent a receipt issued within 45 days after the date the payment of any Covered Taxes is due certified copies of tax receipts evidencing such payment by the relevant Governmental Authority or other evidence satisfactory to the Administrative Agent of payment thereofBorrower. The Borrower will agrees to indemnify and hold harmless the Lender, the Issuing Bank, the Syndication Agent and the Agent and reimburse each Lender (subject to such Lender having complied with paragraph of them, as the case may be, for the amount of any Covered Taxes so levied or imposed and paid by them. (b) belowEach Foreign Lender shall deliver to the Agent and the Borrower (i) two valid, duly completed copies of IRS Form 1001 or 4224 or successor applicable form, as the case may be, and hold any other required form, certifying in each case that such Foreign Lender harmless for is entitled to receive payments under this Credit Agreement or the full amount Revolving Notes payable to it without deduction or withholding of any United States federal income taxes or with such withholding imposed at a reduced rate (the "Reduced Rate"), and (ii) a valid, duly completed IRS Form W-8 or W-9 or successor applicable form, as the case may be, to establish an exemption from United States backup withholding tax. Each such Foreign Lender shall also deliver to the Agent and the Borrower two further copies of said Form 1001 or 4224 and W-8 or W-9, or successor applicable forms, or other manner of required certification, as the case may be, on or before the date that any such form expires or becomes obsolete or otherwise is required to be resubmitted as a condition to obtaining an exemption from a required withholding of United States federal income tax or entitlement to having such withholding imposed at the Reduced Rate or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower and the Agent, and such extensions or renewals thereof as may reasonably be requested by the Borrower and the Agent, certifying (i) in the case of a Form 1001 or 4224 that such Foreign Lender is entitled to receive payments under this Credit Agreement or the Revolving Notes payable to it without deduction or withholding of any United States federal income taxes, unless in any such case any change in a tax treaty to which the United States is a party, or any change in law or regulation of the United States or official interpretation thereof has occurred after the Initial Funding Date and prior to the date on which any such delivery would otherwise be required that renders all Taxes paid such forms inapplicable or payable by that would prevent such Foreign Lender from duly completing and delivering any such form with respect to this Agreement and any and all amounts received by such Lender hereunderit, and any liability (including penalties, interest and expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto whether or not such Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability prepared by such Lender, absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of Foreign Lender advises the Borrower under this Section 2.16 shall survive the termination of this Agreement and the Commitments and Agent that it is not capable of receiving payments without any deduction or withholding at the payment Reduced Rate, or (ii) in the case of all amounts payable under the Loan Documentsa Form W-8 or W-9, establishing an exemption from United States backup withholding tax.

Net Payments. Any and all All payments made by the Borrower under this Agreement hereunder shall be made without setoff or counterclaim. All such payments shall be made free and clear of and without deduction for or withholding for, any and all current present or future taxes, levies, imposts, deductionsduties, fees, assessments or other charges of whatever nature, now or withholdings hereafter imposed by any jurisdiction or by any department, agency, state or other political subdivision or taxing authority thereof or therein (but excluding any tax imposed on or measured by the net income of a Lender pursuant to the laws of the jurisdiction in which the principal office or Payment 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 Payment Office of such Lender is located) and all interest, penalties, or similar liabilities with respect thereto excluding (i) income taxes imposed on the net income of any Lender; and (ii) franchise taxes imposed on the net income of any Lendercollectively, in each case by the jurisdiction under the laws of which such Lender is organized, domiciled, resident or doing business or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually, “Taxes”). If any Taxes are so levied or imposed, the Borrower shall be required agrees to deduct any Taxes from or in respect of any sum payable hereunder to a Lender (i) the sum payable shall be increased by the amount (an “additional amount”) necessary so that after making all required deductions such Lender shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant governmental authority in accordance with applicable law. Within 30 days of such Taxes, and such additional amounts as may be necessary so that every net payment of amounts due hereunder, after the date withholding or deduction for or on account of any payment of Taxes pursuant to this paragraph (a)Taxes, will not be less than the amounts provided for herein. The Borrower shall furnish to the Administrative Agent a receipt issued Agent, within thirty (30) days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the relevant Governmental Authority or other evidence satisfactory to the Administrative Agent of payment thereofBorrower. The Borrower will shall indemnify and hold harmless each Lender (subject to and reimburse each Lender upon the written request of such Lender having complied with paragraph (b) below) and hold each Lender harmless setting forth the basis for the full amount of all Taxes paid or payable by requesting such Lender with respect to this Agreement and any and all amounts received by such Lender hereunderamount, and any liability (including penalties, interest and expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto whether or not such Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate as to for the amount of such payment any Taxes so levied or liability prepared imposed and paid by such Lender. In addition, absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower under this Section 2.16 shall survive agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made by the termination of Borrower or the Agent hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement and the Commitments and the payment of all amounts payable under the Loan Documentsor any other Credit Document.

Net Payments. (a) Any and all payments made by or on behalf of the Borrower or any Guarantor under this Agreement or any other Loan Document shall be made free and clear of of, and without deduction or withholding for or on account of, any and all current Indemnified Taxes or future taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto excluding (i) income taxes imposed on Other Taxes; provided that if the net income of any Lender; and (ii) franchise taxes imposed on the net income of any Lender, in each case by the jurisdiction under the laws of which such Lender is organized, domiciled, resident or doing business Borrower or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively Guarantor or individually, “Taxes”). If the Borrower Administrative Agent shall be required by applicable Requirements of Law to deduct or withhold any Taxes from or in respect of any sum payable hereunder to a Lender such payments, then (i) the Borrower or such Guarantor or the Administrative Agent shall make such deductions or withholdings as are reasonably determined by the Borrower, such Guarantor or the Administrative Agent to be required by any applicable Requirement of Law, (ii) the Borrower, such Guarantor or the Administrative Agent, as applicable, shall timely pay the full amount deducted or withheld to the relevant Governmental Authority within the time allowed and in accordance with applicable Requirements of Law, and (iii) to the extent withholding or deduction is required to be made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower or such Guarantor shall be increased by the amount (an “additional amount”) as necessary so that after making all such required deductions and withholdings (including such Lender shall receive deductions or withholdings applicable to additional sums payable under this Section 4.4) the Administrative Agent, the Collateral Agent or any Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) . Whenever any Indemnified Taxes or Other Taxes are payable by the Borrower shall make or such deductions and (iii) Guarantor, as promptly as possible thereafter, the Borrower or Guarantor shall pay the full amount deducted send to the relevant governmental authority in accordance with applicable lawAdministrative Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an official receipt (or other evidence acceptable to such Lender, acting reasonably) received by the Borrower or such Guarantor showing payment thereof. Within 30 days after the date of After any payment of Taxes pursuant by any Loan Party or the Administrative Agent to a Governmental Authority as provided in this paragraph (a)Section 4.4, the Borrower shall furnish deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrower, as the case may be, a copy of a receipt issued by the relevant such Governmental Authority evidencing such payment, a copy of any return required by laws to report such payment or other evidence of such payment reasonably satisfactory to the Borrower or the Administrative Agent of payment thereof. The Borrower will indemnify each Lender (subject to such Lender having complied with paragraph (b) below) and hold each Lender harmless for Agent, as the full amount of all Taxes paid or payable by such Lender with respect to this Agreement and any and all amounts received by such Lender hereunder, and any liability (including penalties, interest and expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto whether or not such Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability prepared by such Lender, absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower under this Section 2.16 shall survive the termination of this Agreement and the Commitments and the payment of all amounts payable under the Loan Documentscase may be.

Net Payments. Any (a) All payments made by any Credit Party hereunder and all payments by the Borrower under this Agreement shall any Note will be made free and clear of and without deduction or withholding for any Taxes (but excluding Excluded Taxes and all current or future taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto excluding (i) income taxes imposed on the net income of any Lender; and (ii) franchise taxes imposed on the net income of any Lender, in each case except as required by the jurisdiction under the laws of which such Lender is organized, domiciled, resident or doing business or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually, “Taxes”applicable law). If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be required to deduct any Taxes from or in respect of any sum payable hereunder to a Lender (i) the sum payable shall be increased by the amount (an “additional amount”) as necessary so that after making all required such deduction or withholding has been made (including such deductions such Lender shall receive and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deductions deduction or withholding been made. Without duplication of any other obligation under this Section 4.04(a), (ii) the Borrower Credit Parties shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant governmental authority Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes. Within 30 days after the date Without duplication of any payment of Taxes pursuant to other obligation under this paragraph (aSection 4.04(a), the Borrower Credit Parties shall furnish to the Administrative Agent a receipt issued by the relevant Governmental Authority or other evidence satisfactory to the Administrative Agent of payment thereof. The Borrower will indemnify each Lender Recipient within fifteen (subject to 15) Business Days of receipt of the written request of such Lender having complied with paragraph (b) below) and hold each Lender harmless Recipient, including documentation reasonably supporting such request, for the full amount of all any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by any such Recipient or payable by required to be withheld or deducted from a payment to such Lender with respect to this Agreement Recipient and any and all amounts received by such Lender hereunder, and any liability (including penalties, interest and reasonable expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The applicable Credit Party will furnish to the Administrative Agent within forty-five (45) days after the date the payment of any Taxes pursuant to this Section, certified copies of tax receipts or other documentation reasonably evidencing such payment by such Credit Party. A certificate as to the amount of such payment or liability prepared delivered to the Borrower by such 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, absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower under this Section 2.16 shall survive the termination of this Agreement and the Commitments and the payment of all amounts payable under the Loan Documentsabsent demonstrable error.

Net Payments. Any and all (a) All payments made by the Borrower under this Agreement shall hereunder will be made without setoff, counterclaim or other defense. All such payments will be made free and clear of of, and without deduction for or withholding for, any and all current present or future taxes, levies, imposts, deductionsduties, fees, assessments or other charges of whatever nature now or withholdings hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the next succeeding sentence, any tax imposed on or measured by the net income or net profits of the Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of the Lender is located or any subdivision thereof or therein) and all interest, penalties, expenses or similar liabilities with respect thereto excluding (i) income taxes imposed on the net income of any Lender; and (ii) franchise taxes imposed on the net income of any Lenderto such non-excluded taxes, in each case by the jurisdiction under the laws of which such Lender is organizedlevies, domiciledimposts, resident duties, fees, assessments or doing business or any political subdivision thereof other charges (all such non-excluded taxes, levies, imposts, deductionsduties, chargesfees, withholdings and liabilities, assessments or other charges being referred to collectively or individually, “as "Taxes”"). If any Taxes are so levied or imposed, the Borrower shall be required agrees to deduct any Taxes from or in respect of any sum payable hereunder to a Lender (i) the sum payable shall be increased by the amount (an “additional amount”) necessary so that after making all required deductions such Lender shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein. The Borrower will furnish to the relevant governmental authority in accordance with applicable law. Within 30 Lender within 45 days after the date the payment of any payment of Taxes is due pursuant to this paragraph (a), the Borrower shall furnish to the Administrative Agent a receipt issued applicable law certified copies of tax receipts evidencing such payment by the relevant Governmental Authority or other evidence satisfactory to the Administrative Agent of payment thereofBorrower. The Borrower will agrees to indemnify each Lender (subject to such Lender having complied with paragraph (b) below) and hold each harmless the Lender, and reimburse the Lender harmless upon its written request (within 30 days of such request), for the full amount of all any Taxes so levied or imposed and paid or payable by such the Lender with respect to this Agreement and any and all amounts received by such Lender hereunder, and any liability (including penalties, interest and expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A , provided such written request is made pursuant to a certificate as to setting forth the amount of such payment or liability prepared by such Lenderindemnification and the basis for the calculation thereof in reasonable detail, which certificate shall be delivered to the Borrower and shall be conclusive absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower under this Section 2.16 shall survive the termination of this Agreement and the Commitments and the payment of all amounts payable under the Loan Documents.

Net Payments. Any and all (a) All payments made by the Borrower or on account of any Credit Party under this Agreement any Credit Document shall be made free and clear of of, and without deduction for or withholding for, any Taxes, except as required by applicable law. If any Taxes are required to be withheld or deducted from such payments by any applicable withholding agent, then the Credit Parties jointly and all current or future taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto excluding severally agree that (i) income taxes imposed to the extent such deduction or withholding is on the net income account of any Lender; and (ii) franchise taxes imposed on the net income of any Lenderan Indemnified Tax or Other Tax, in each case by the jurisdiction under the laws of which such Lender is organized, domiciled, resident or doing business or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually, “Taxes”). If the Borrower shall be required to deduct any Taxes from or in respect of any sum payable hereunder to a Lender (i) the sum payable by the applicable Credit Party shall be increased by the amount (an “additional amount”) as necessary so that after making all required deductions such or withholding (including deduction or withholdings applicable to additional sums payable under this Section 5.04), the applicable Lender shall receive (or, in the case of amounts payable to the Administrative Agent, the Administrative Agent) receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) the Borrower shall applicable withholding agent will make such deductions or withholdings, and (iii) the Borrower applicable withholding agent shall timely pay the full amount deducted or withheld to the relevant governmental authority Governmental Authority in accordance with applicable law. Within 30 In addition, but without duplication of any other amounts payable under this Section 5.04, the Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law. The Borrower will furnish to the Administrative Agent within 45 days after the date of the payment by any payment Credit Party of any Taxes pursuant to this paragraph (a), Section 5.04 certified copies of tax receipts evidencing such payment by the applicable Credit Party. The Borrower shall furnish indemnify and hold harmless the Administrative Agent and each Lender, and reimburse the Administrative Agent and each Lender, within 10 Business Days of written request therefor, for the amount of any Indemnified Taxes (including any Indemnified Taxes imposed on amounts payable under this Section 5.04) payable or paid by the Administrative Agent or such Lender or required to be withheld or deducted from a payment to the Administrative Agent a receipt issued by the relevant Governmental Authority or other evidence satisfactory to the Administrative Agent of payment thereof. The Borrower will indemnify each Lender (subject to such Lender having complied with paragraph (b) below) and hold each Lender harmless for the full amount of all Taxes paid or payable by such Lender with respect to this Agreement and any and all amounts received by such Lender hereunderLender, and any liability (including penaltiesOther Taxes, interest and any reasonable out-of-pocket expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate (b) 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 Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent, certifying as to the amount any entitlement of such payment Lender to an exemption from, or liability prepared a reduced rate of, withholding Tax. In addition, each Lender shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether such Lender is subject to backup withholding or information reporting requirements. Each Lender shall, whenever a lapse in time or change in circumstances renders such documentation (including any specific documents required below in Section 5.04(c)) expired, obsolete 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 ineligibility to do so. (c) Without limiting the generality of the foregoing: (x) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) 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 2.13 or 13.04(b) (unless the relevant Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, absent manifest error(i) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (or successor form) or Form W-8BEN-E (or successor form) claiming eligibility for benefits of an income tax treaty to which the United States is a party or Form W-8ECI (or successor form), shall be final, conclusive and binding for all purposes. The obligations (ii) in the case of a Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Borrower under this Section 2.16 shall survive Code with respect to payments of “portfolio interest,” a certificate substantially in the termination form of this Agreement Exhibit C (any such certificate, a “U.S. Tax Compliance Certificate”) and two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (or successor form) or W-8BEN-E (or successor form), or (iii) to the Commitments and extent a Lender is not the payment of all amounts payable under the Loan Documents.beneficial 67

Net Payments. Any and all (a) All payments made by the Borrower or on account of any Credit Party under this Agreement any Credit Document shall be made free and clear of of, and without deduction for or withholding for, any Taxes, except as required by applicable Requirements of Law. If any Taxes are required to be withheld or deducted from any such payments, then the Credit Parties jointly and all current or future taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto excluding severally agree that (i) income taxes imposed to the extent such deduction or withholding is on the net income account of any Lender; and (ii) franchise taxes imposed on the net income of any Lenderan Indemnified Tax or Other Tax, in each case by the jurisdiction under the laws of which such Lender is organized, domiciled, resident or doing business or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually, “Taxes”). If the Borrower shall be required to deduct any Taxes from or in respect of any sum payable hereunder to a Lender (i) the sum payable by the applicable Credit Party shall be increased by the amount (an “additional amount”) as necessary so that after making all required deductions such or withholding (including deduction or withholdings applicable to additional sums payable under this Section 5.04) have been made by any applicable withholding agent, the applicable Lender shall receive (or, in the case of a payment made to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) the Borrower shall applicable withholding agent will make such deductions or withholdings, and (iii) the Borrower applicable withholding agent shall timely pay the full amount deducted or withheld to the relevant governmental authority Governmental Authority in accordance with applicable law. Within 30 days after the date of any payment of Taxes pursuant to this paragraph (a)In addition, the Borrower Credit Parties shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law. The Credit Parties will furnish to the Administrative Agent a receipt issued within 45 days after the date the payment by any of them of any Indemnified Taxes or Other Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the relevant Governmental Authority applicable Credit Party. The Credit Parties jointly and severally agree to indemnify and hold harmless the Administrative Agent and each Lender, and reimburse the Administrative Agent and each Lender, within 10 Business Days of written request therefor, for the amount of any Indemnified Taxes or other evidence satisfactory Other Taxes (including any Indemnified Taxes or Other Taxes imposed on amounts payable under this Section 5.04) payable or paid by the Administrative Agent or such Lender or required to be withheld or deducted from a payment to the Administrative Agent of payment thereof. The Borrower will indemnify each Lender (subject to or such Lender having complied with paragraph (b) below) and hold each Lender harmless for the full amount of all Taxes paid or payable by such Lender with respect to this Agreement and any and all amounts received by such Lender hereunderLender, and any liability (including penalties, interest and reasonable out-of- pocket expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability prepared by such Lender, absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower under this Section 2.16 shall survive the termination of this Agreement and the Commitments and the payment of all amounts payable under the Loan Documents.

Net Payments. Any and all (a) All payments by the Borrower under this Agreement hereunder to or for the benefit of any Lender, the Issuing Bank, the Syndication Agent or the Agent shall be made without setoff, counterclaim or other defense. Except as provided in Section 4.9(b), all such payments will be made free and clear of of, and without with- out deduction for or withholding for, any and all current present or future taxes, levies, imposts, deductionsduties, fees, assessments, or other charges of whatever nature now or withholdings and hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding any tax imposed on or measured by the net income or profits of the Lender, the Issuing Bank, the Syndication Agent or the Agent, as the case may be, pursuant to the laws of the jurisdictions in which it is domiciled) together with all interest, penalties or similar liabilities with respect thereto excluding (i) income taxes imposed on the net income of any Lender; and (ii) franchise taxes imposed on the net income of any Lendercollectively, in each case by the jurisdiction under the laws of which such Lender is organized, domiciled, resident or doing business or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually, “"Covered Taxes”"). If the Borrower shall be required by law to deduct any Covered Taxes from or in respect of any sum payable hereunder to a Lender any Lender, the Issuing Bank, the Syndication Agent or the Agent, (iA) the sum payable shall be increased by the amount (an “additional amount”) as may be necessary so that after making all required deductions of Covered Taxes (including deductions of Covered Taxes applicable to additional sums payable under this Section 4.9) such Lender shall receive Lender, the Issuing Bank, the Syndication Agent or the Agent, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (iiB) the Borrower shall make such deductions deduc- tions and (iiiC) the Borrower shall pay the full amount so deducted to the relevant governmental taxation authority or other authority in accordance with applicable applic- able law. Within 30 days after the date of any payment of Taxes pursuant to this paragraph (a), the The Borrower shall furnish to the Administrative Agent a receipt issued within forty-five (45) days after the date the payment of any Covered Taxes is due certified copies of tax receipts evidencing such payment by the relevant Governmental Authority or other evidence satisfactory to the Administrative Agent of payment thereofBorrower. The Borrower will agrees to indemnify and hold harmless the Lender, the Issuing Bank, the Syndication Agent and the Agent and reimburse each Lender (subject to such Lender having complied with paragraph of them, as the case may be, for the amount of any Covered Taxes so levied or imposed and paid by them. (b) belowEach Foreign Lender shall deliver to the Agent and the Borrower (i) two valid, duly completed copies of IRS Form 1001 or 4224 or successor applicable form, as the case may be, and hold any other required form, certify- ing in each case that such Foreign Lender harmless for is entitled to receive payments under this Credit Agreement or the full amount Revolving Notes payable to it without deduction or withholding of any United States federal income taxes or with such withholding imposed at a reduced rate (the "Reduced Rate"), and (ii) a valid, duly completed IRS Form W-8 or W-9 or successor applicable form, as the case may be, to establish an exemption from United States backup with- holding tax. Each such Foreign Lender shall also deliver to the Agent and the Borrower two further copies of said Form 1001 or 4224 and W-8 or W-9, or successor applicable forms, or other manner of required certification, as the case may be, on or before the date that any such form expires or becomes obsolete or otherwise is required to be resubmitted as a condition to obtaining an exemption from a required withholding of United States federal income tax or entitlement to having such withholding imposed at the Reduced Rate or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower and the Agent, and such extensions or renewals thereof as may reasonably be requested by the Borrower and the Agent, certifying (i) in the case of a Form 1001 or 4224 that such Foreign Lender is entitled to receive payments under this Credit Agreement or the Revolving Notes payable to it without deduction or withholding of any United States federal income taxes, unless in any such case any change in a tax treaty to which the United States is a party, or any change in law or regulation of the United States or official interpret- ation thereof has occurred after the Closing Date and prior to the date on which any such delivery would otherwise be required that renders all Taxes paid such forms inapplicable or payable by that would prevent such Foreign Lender from duly completing and delivering any such form with respect to this Agreement and any and all amounts received by such Lender hereunderit, and any liability (including penalties, interest and expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto whether or not such Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability prepared by such Lender, absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of Foreign Lender advises the Borrower under this Section 2.16 shall survive the termination of this Agreement and the Commitments and Agent that it is not capable of receiving payments without any deduction or withholding at the payment Reduced Rate, or (ii) in the case of all amounts payable under the Loan Documentsa Form W-8 or W-9, establishing an exemption from United States backup withholding tax.

Net Payments. Any and all payments by Borrower hereunder or under ------------ the Borrower under this Agreement Notes shall be made made, in accordance with Section 2.12, free and clear of and without deduction for any and all current present or future taxes, levies, imposts, deductions, charges or withholdings withholdings, and all liabilities with respect thereto excluding (i) income thereto, excluding, in the case of each Lender, LC Bank and each --------- Agent, taxes imposed on the its net income of any Lender; income, and (ii) franchise taxes imposed on the net income of any Lenderit, in each case by the jurisdiction under the laws of which such Lender Lender, LC Bank or such Agent (as the case may be) is organizedorganized or any municipal subdivision thereof and, domiciledin the case of each Lender, resident or doing business taxes imposed on its net income, and franchise taxes imposed on it, by the jurisdiction of such Lender's Applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually, “liabilities being hereinafter referred to as "Taxes”"). If the Borrower shall ----- be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Note to a any Lender or either of the Agents, (i) the sum payable shall be increased by the amount (an “additional amount”) as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.14) such Lender shall receive Lender, LC Bank or such Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, ; (ii) the Borrower shall make such deductions deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant governmental taxation authority or other authority in accordance with applicable law. Within 30 days after the date ; provided, however, that if -------- ------- such Lender subsequently recoups all or any part of any payment of Taxes pursuant to this paragraph (a), the Borrower shall furnish to the Administrative Agent a receipt issued by such deducted amount from the relevant Governmental Authority taxation authority or other evidence satisfactory to the Administrative Agent of payment thereof. The Borrower will indemnify each Lender (subject to authority and such Lender having complied with paragraph (b) below) and hold each Lender harmless for the full amount of all Taxes is reasonably able to identify such recoupment as relating to amounts paid or payable by under this Agreement, such Lender with respect to this Agreement and any and all amounts received by such Lender hereunder, and any liability (including penalties, interest and expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto whether or not such Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate as to shall remit the amount of such payment or liability prepared by such Lender, absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the recoupment to Borrower under this Section 2.16 shall survive within five Business Days after it receives the termination of this Agreement and the Commitments and the payment of all amounts payable under the Loan Documentsrecoupment.

Net Payments. Any and all (f) All payments made by the Borrower or on account of any Loan Party under this Agreement any Loan Document shall be made free and clear of of, and without deduction for or withholding for, any Taxes, except as required by applicable law. If any Taxes are required to be withheld or deducted from such payments, then the Loan Parties jointly and all current or future taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto excluding severally agree that (i) income taxes imposed to the extent such deduction or withholding is on the net income account of any Lender; and (ii) franchise taxes imposed on the net income of any Lenderan Indemnified Tax or Other Tax, in each case by the jurisdiction under the laws of which such Lender is organized, domiciled, resident or doing business or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually, “Taxes”). If the Borrower shall be required to deduct any Taxes from or in respect of any sum payable hereunder to a Lender (i) the sum payable shall be increased by the amount (an “additional amount”) as necessary so that after making all required deductions such or withholding (including deduction or withholdings applicable to additional sums payable under this Section 5.01), the Agent or Lender shall receive (as the case may be) receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) the Borrower shall applicable withholding agent will make such any required deductions or withholdings, and (iii) the Borrower applicable withholding agent shall timely pay the full amount deducted or withheld to the relevant governmental authority Governmental Authority in accordance with applicable law. Within 30 In addition, the Loan Parties shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law. The Loan Parties will furnish to the Agent within 45 days after the date the payment by any of them of any payment of Indemnified Taxes or Other Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the applicable Loan Party. The Loan Parties jointly and severally agree to indemnify and hold harmless the Agent and each Lender, and reimburse the Agent and each Lender, within 10 days of written request therefor, for the amount of any Indemnified Taxes (including any Indemnified Taxes imposed on amounts payable under this paragraph (a), Section 5.01) payable or paid by the Borrower shall furnish Agent or such Lender or required to be withheld or deducted from a payment to the Administrative Agent a receipt issued by the relevant Governmental Authority or other evidence satisfactory to the Administrative Agent of payment thereof. The Borrower will indemnify each Lender (subject to such Lender having complied with paragraph (b) below) and hold each Lender harmless for the full amount of all Taxes paid or payable by such Lender with respect to this Agreement and any and all amounts received by such Lender hereunderLender, and any liability (including penaltiesOther Taxes, interest and any reasonable out-of-pocket expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability prepared delivered to the Lead Borrower by such Lender, the Agent or any Lender shall be conclusive absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower under this Section 2.16 shall survive the termination of this Agreement and the Commitments and the payment of all amounts payable under the Loan Documents.

Net Payments. (a) Any and all payments made by or on behalf of the Borrower or any Guarantor under this Agreement or any other Credit Document shall be made free and clear of of, and without deduction or withholding for or on account of, any and all current or future taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto excluding (i) income taxes imposed on Taxes; provided that if the net income of any Lender; and (ii) franchise taxes imposed on the net income of any Lender, in each case by the jurisdiction under the laws of which such Lender is organized, domiciled, resident or doing business Borrower or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively Guarantor or individually, “Taxes”). If the Borrower Administrative Agent shall be required by applicable Requirements of Law to deduct or withhold any Taxes from or in respect of any sum payable hereunder to a Lender such payments, then (i) the Borrower or such Guarantor or the Administrative Agent shall make such deductions or withholdings as are reasonably determined in good faith by the Borrower, such Guarantor or the Administrative Agent to be required by any applicable Requirement of Law, (ii) the Borrower, such Guarantor or the Administrative Agent, as applicable, shall timely pay the full amount deducted or withheld to the relevant Governmental Authority within the time allowed and in accordance with applicable Requirements of Law, and (iii) to the extent withholding or deduction is required to be made on account of Indemnified Taxes, the sum payable by the Borrower or such Guarantor shall be increased by the amount (an “additional amount”) as necessary so that after making all required deductions such Lender shall receive and withholdings (including deductions or withholdings of Indemnified Taxes applicable to additional sums payable under this Section 5.4) the Administrative Agent, any Letter of Credit Issuer or any Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant governmental authority in accordance with applicable law. Within 30 days As soon as practical after the date of any payment of Taxes pursuant by any Credit Party to a Governmental Authority as provided in this paragraph (a)Section 5.4, the Borrower shall furnish deliver to the Administrative Agent a copy of a receipt issued by the relevant such Governmental Authority evidencing such payment, a copy of any return required by laws to report such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent of payment thereof. The Borrower will indemnify each Lender (subject to such Lender having complied with paragraph (b) below) and hold each Lender harmless for the full amount of all Taxes paid or payable by such Lender with respect to this Agreement and any and all amounts received by such Lender hereunder, and any liability (including penalties, interest and expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto whether or not such Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability prepared by such Lender, absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower under this Section 2.16 shall survive the termination of this Agreement and the Commitments and the payment of all amounts payable under the Loan DocumentsAgent.

Net Payments. Any and all (a) All payments made by the Borrower or on account of any Credit Party under this Agreement any Credit Document shall be made free and clear of of, and without deduction for or withholding for, any and all current Taxes, except as required by applicable law. If any Taxes are required by applicable law to be withheld or future taxesdeducted by any applicable withholding agent from such payments, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto excluding (i) income taxes imposed to the extent such deduction or withholding is on the net income account of any Lender; and (ii) franchise taxes imposed on the net income of any Lenderan Indemnified Tax or Other Tax, in each case by the jurisdiction under the laws of which such Lender is organized, domiciled, resident or doing business or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually, “Taxes”). If the Borrower shall be required to deduct any Taxes from or in respect of any sum payable hereunder to a Lender (i) the sum payable shall be increased by the amount (an “additional amount”) applicable Credit Party as necessary so that after making all required deductions such or withholding (including deduction or withholdings applicable to additional sums payable under this Section 5.01) have been made, the Lender shall receive 57 CHAR1\0000000x0 (or the Administrative Agent if the Administrative Agent receives the payment for its own account) receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) the Borrower shall applicable withholding agent will make such deductions or withholdings, and (iii) the Borrower applicable withholding agent shall timely pay the full amount deducted or withheld to the relevant governmental authority Governmental Authority. In addition, the Credit Parties shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law. Within 30 days after the date of any payment of Taxes pursuant to this paragraph (a), the Borrower shall The Credit Parties will furnish to the Administrative Agent a receipt issued within forty-five (45) days after the date the payment by any of them of any Indemnified Taxes or Other Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the relevant Governmental Authority applicable Credit Party. The Credit Parties jointly and severally agree, to indemnify and hold harmless the Administrative Agent and each Lender, and reimburse the Administrative Agent and each Lender, within ten (10) days of written request therefor, for the amount of any Indemnified Taxes or other evidence satisfactory Other Taxes payable or paid by the Administrative Agent or such Lender or required to be withheld or deducted in respect of any payment to the Administrative Agent of payment thereof. The Borrower will indemnify each Lender (subject to or such Lender having complied with paragraph (b) below) and hold each Lender harmless for the full amount of all Taxes paid or payable by such Lender with respect to this Agreement and under any and all amounts received by such Lender hereunderCredit Document, and any liability Other Taxes (including penaltiesany Indemnified Taxes and Other Taxes imposed on or attributable to amounts payable under this Section 5.01), interest and any reasonable out-of-pocket expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability prepared in good faith and delivered by such Administrative Agent or Lender (or by the Administrative Agent on behalf of a Lender, ) shall be conclusive absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower under this Section 2.16 shall survive the termination of this Agreement and the Commitments and the payment of all amounts payable under the Loan Documents.

Net Payments. Any and (a) All payments made by any Credit Party under any Credit Document will be made without setoff, counterclaim or other defense. Except as required by applicable law, all such payments by the Borrower under this Agreement shall will be made free and clear of of, and without deduction or withholding for any and all current Taxes. If any applicable law (as determined in the good faith discretion of the applicable Credit Party) requires the deduction or future taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto excluding (i) income taxes imposed on the net income withholding of any Lender; and (ii) franchise taxes imposed on the net income of Tax from any Lendersuch payment by such Credit Party, in each case by the jurisdiction under the laws of which then such Lender is organized, domiciled, resident or doing business or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually, “Taxes”). If the Borrower Credit Party shall be required entitled to deduct any Taxes from or in respect of any sum payable hereunder to a Lender (i) the sum payable shall be increased by the amount (an “additional amount”) necessary so that after making all required deductions such Lender shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions deduction or withholding and (iii) the Borrower shall timely pay the full amount deducted or withheld to the relevant governmental authority Governmental Authority in accordance with applicable law, and if any such Tax is an Indemnified Tax, then the Credit Party agrees to pay the full amount of such Indemnified Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under the relevant Credit Document, after withholding or deduction for or on account of any Indemnified Taxes (including such deductions and withholdings applicable to additional sums payable under this Section 6.04), will not be less than the amount provided for under such Credit Document. Within 30 days As soon as practicable after the date of any payment of Taxes by any Credit Party to a Governmental Authority pursuant to this paragraph (a)Section 6.04, the Borrower such Credit Party shall furnish deliver to the Administrative Agent the original or a certified copy of a receipt issued by the relevant such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent of payment thereofAgent. The Borrower will Credit Parties shall jointly and severally indemnify each Lender (subject to such Lender having complied with paragraph (b) below) and hold each Lender harmless Recipient, within 10 days after demand therefor, for the full amount of all any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid or payable by such Lender with respect Recipient or required to this Agreement be withheld or deducted from a payment to such Recipient and any and all amounts received by such Lender hereunder, and any liability (including penalties, interest and reasonable expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability prepared delivered to the Administrative Borrower by such a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error, shall be final, conclusive and binding for all purposes. The obligations Credit Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Borrower under this Section 2.16 shall survive the termination of this Agreement and the Commitments and Administrative Agent timely reimburse it for the payment of all amounts payable under the Loan Documentsof, any Other Taxes.

Net Payments. Any and all All payments by the Borrower under this Agreement or the Note shall be made free and clear of of, and without deduction for for, any and all current offsets or future taxescounterclaims or any Taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto excluding except to the extent that (i) income taxes imposed on the net income of Borrower is required by law to make payment subject to any Lender; and Taxes or (ii) franchise taxes imposed on the net income of any Lender, in each case by the jurisdiction an offset is required under the laws terms of which such Lender is organized, domiciled, resident or doing business or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually, “Taxes”)the Master Offset Agreement. If the Borrower shall be required to deduct any Taxes from Tax or amounts in respect of Tax must be deducted from any sum amounts payable hereunder or paid by Borrower under this Agreement or the Notes, Borrower shall pay such additional amounts as may be necessary to ensure that Lender receives a Lender (i) the sum payable shall be increased by the amount (an “additional amount”) necessary so that after making all required deductions such Lender shall receive an net amount equal to the sum full amount which it would have received had no such deductions payment not been mademade subject to any Tax; provided, (ii) the however, that Borrower shall make not be obliged to pay such deductions and (iii) -------- ------- additional amounts where Lender has not furnished to Borrower the appropriate forms or certificates, if applicable, to eliminate or reduce such deduction for Taxes, in which circumstances Borrower shall only be obligated to pay such amount to Lender as would have resulted in receipt by Lender of the full amount deducted specified herein if there had been, as the case may be, no or a lesser deduction or withholding as aforesaid. Lender shall provide all assistance reasonably requested by Borrower to obtain any exemptions and or credits available to it as a result of the making of such payment. Lender will endeavor as far as reasonably practical to ensure that, should any additional amount as referred to in this section be recovered in whole or in part (whether through credit offset deduction or otherwise), it will reimburse Borrower to the relevant governmental authority in accordance with applicable law. Within 30 days after the date extent of any payment of Taxes pursuant to this paragraph (a), the Borrower shall furnish to the Administrative Agent a receipt issued by the relevant Governmental Authority or other evidence satisfactory to the Administrative Agent of payment thereof. The Borrower will indemnify each Lender (subject to such Lender having complied with paragraph (b) below) and hold each Lender harmless for the full amount of all Taxes paid or payable by such Lender with respect to this Agreement and any and all amounts received by such Lender hereunder, and any liability (including penalties, interest and expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto whether or not such Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability prepared by such Lender, absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower under this Section 2.16 shall survive the termination of this Agreement and the Commitments and the payment of all amounts payable under the Loan Documentsso recovered.

Net Payments. Any and all payments If any Tax is required to be withheld or deducted from, or is otherwise payable by Borrower in connection with, any payment due to Agent or any Lender under the Loan Documents, Borrower under this Agreement shall be made free and clear of and without deduction for any and all current or future taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto excluding (i) income taxes imposed on shall, if required, withhold or deduct the net income amount of any Lender; and (ii) franchise taxes imposed on the net income of any Lendersuch Tax from such payment and, in each case by the jurisdiction under the laws of which any case, pay such Lender is organized, domiciled, resident or doing business or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually, “Taxes”). If the Borrower shall be required to deduct any Taxes from or in respect of any sum payable hereunder to a Lender (i) the sum payable shall be increased by the amount (an “additional amount”) necessary so that after making all required deductions such Lender shall receive an amount equal Tax to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant governmental appropriate taxing authority in accordance with applicable lawLaw and (ii) shall pay to Agent or such Lender, as applicable, (a) such additional amounts as may be necessary so that the net amount received by Agent or such Lender with respect to such payment, after withholding or deducting all Taxes required to be withheld or deducted, is equal to the full amount payable under the Loan Documents and (b) an amount equal to all Taxes payable by Agent or such Lender as a result of payments made by Borrower (whether to a taxing authority or to Agent or such Lender) pursuant to this Section. Within If any Tax is withheld or deducted from, or is otherwise payable by Borrower in connection with, any payment due to Agent or any Lender under the Loan Documents, Borrower shall, within 30 days after the date of any payment of Taxes pursuant to this paragraph (a)such payment, the Borrower shall furnish to the Administrative Agent a receipt issued by the relevant Governmental Authority or other evidence satisfactory to the Administrative Agent of payment thereof. The Borrower will indemnify each Lender (subject to such Lender having complied with paragraph (b) below) and hold each Lender harmless for the full amount of all Taxes paid or payable by such Lender with respect to this Agreement and any and all amounts received by such Lender hereunder, and any liability (including penalties, interest and expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto whether or not such Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability prepared by such Lender, absent manifest erroras applicable, shall be final, conclusive and binding the original or a certified copy of a receipt for all purposessuch Tax from the applicable taxing authority. The obligations of the Borrower under this Section 2.16 shall survive the termination of this Agreement and the Commitments and the If any payment of all amounts payable due to Agent or any Lender under the Loan DocumentsDocuments is or is expected to be made without withholding or deducting therefrom, or otherwise paying in connection therewith, any Tax payable to any taxing authority under circumstances that would lead Agent or such Lender to reasonably believe such withholding or deduction is required, Borrower shall, within 30 days after any request from Agent or such Lender, as applicable, furnish to Agent or such Lender a certificate from such taxing authority, or an opinion of counsel acceptable to Agent or such Lender, in either case stating that no Tax payable to such taxing authority was or is, as the case may be, required to be withheld or deducted from, or otherwise paid by Borrower in connection with, such payment. For purposes of this Section only, the term "Tax" shall not be deemed to include any tax based upon net income, such as but not limited to the tax on net income imposed under the Internal Revenue Code of 1986, as amended, and similar state income taxes.

Net Payments. Any and all (a) All payments made by the Borrower hereunder or under this Agreement shall any other Financing Document will be made without setoff, counterclaim or other similar defense. All such payments will be made free and clear of of, and without deduction for or withholding for, any and all current present or future taxes, levies, imposts, deductionsduties, fees, assessments or other charges of whatever nature now or withholdings hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, in the case of any Lender, any tax imposed on or measured by the net income, revenue, or gross receipts of such Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or Applicable Lending Office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto excluding (i) income taxes imposed on the net income of any Lender; and (ii) franchise taxes imposed on the net income of any Lender, in each case by the jurisdiction under the laws of which such Lender is organized, domiciled, resident or doing business or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductionsduties, chargesfees, withholdings and liabilities, assessments or other charges being referred to collectively or individually, as “Taxes”). If any Taxes are so levied or imposed, the Borrower shall agrees to pay such additional amounts as may be required to deduct any Taxes from or in respect of any sum payable hereunder to a Lender (i) the sum payable shall be increased by the amount (an “additional amount”) necessary so that the net amount received by the relevant Financing Party hereunder or under any other Financing Document, after making all required deductions withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Lender shall receive an amount equal Financing Document as if the corresponding deduction or withholding had not been made. The Borrower will furnish to the sum it would have received had no such deductions been made, Administrative Agent within thirty (ii30) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant governmental authority in accordance with applicable law. Within 30 days after the date of any the payment of any Taxes due pursuant to this paragraph (a), the Borrower shall furnish to the Administrative Agent a receipt issued by the relevant Governmental Authority or other applicable law evidence of such payment in form and substance reasonably satisfactory to the Administrative Agent of payment thereofAgent. The Borrower will agrees to indemnify and hold harmless each Lender (subject to Lender, and reimburse such Lender having complied with paragraph (b) below) and hold each Lender harmless upon its written request, for the full amount of all Taxes paid or payable by such Lender with respect to this Agreement and any and all amounts received by such Lender hereunder, and any liability (including penalties, interest and expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto whether or not such Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate as to the amount of such payment any Taxes so levied or liability prepared imposed and paid by such Lender, absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower under this Section 2.16 shall survive the termination of this Agreement and the Commitments and the payment of all amounts payable under the Loan Documents.

Net Payments. Any and all (a) All payments made by the Borrower under this Agreement shall be made free and clear of of, and without deduction or withholding for or on account of, any and all current or future income, stamp or other taxes, levies, imposts, deductionsduties, charges charges, fees, deductions or withholdings (including mortgage recording taxes and all liabilities with respect thereto similar fees), now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding (i) net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the Administrative Agent or any Lender and (ii) any taxes imposed on the net income Administrative Agent or any Lender as a result of any Lender; a current or former connection between the Administrative Agent or such Lender and (ii) franchise taxes imposed on the net income of any Lender, in each case by the jurisdiction under of the laws of which Governmental Authority imposing such Lender is organized, domiciled, resident or doing business tax or any political subdivision or taxing authority thereof or therein (all other than any such connection arising solely from the Administrative Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement). If any such non-excluded taxes, levies, imposts, deductionsduties, charges, fees, deductions or withholdings and liabilities("Non-Excluded Taxes") are required to be withheld from any amounts payable to the Administrative Agent or any Lender hereunder, collectively the amounts so payable to the Administrative Agent or individuallysuch Lender shall be increased to the extent necessary to yield to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement; provided, “Taxes”)however, that the Borrower shall not be required to increase any such amounts payable to any Lender that is not organized under the laws of the United States of America or a state thereof (each such Lender, a "Non-U.S. Lender") if such Non-U.S. Lender fails to comply with the requirements of paragraph (b) of this Section 5.4. Whenever any Non-Excluded Taxes are payable by the Borrower, as promptly as possible thereafter the Borrower shall send to the Administrative Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof. If the Borrower shall be required fails to deduct pay any Non-Excluded Taxes from or in respect of any sum payable hereunder to a Lender (i) the sum payable shall be increased by the amount (an “additional amount”) necessary so that after making all required deductions such Lender shall receive an amount equal when due to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted appropriate taxing authority or fails to remit to the relevant governmental authority in accordance with applicable law. Within 30 days after Administrative Agent the date of any payment of Taxes pursuant to this paragraph (a)required receipts or other required documentary evidence, the Borrower shall furnish to indemnify the Administrative Agent a receipt issued and the Lenders for any incremental taxes, interest, costs or penalties that may become payable by the relevant Governmental Authority or other evidence satisfactory to the Administrative Agent or any Lender as a result of payment thereofany such failure. The Borrower will indemnify each Lender (subject to such Lender having complied with paragraph (b) below) and hold each Lender harmless for the full amount of all Taxes paid or payable by such Lender with respect to this Agreement and any and all amounts received by such Lender hereunder, and any liability (including penalties, interest and expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto whether or not such Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability prepared by such Lender, absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower under agreements in this Section 2.16 5.4(a) shall survive the termination of this Agreement and the Commitments and the payment of the Loans and all other amounts payable under the Loan Documentshereunder.

Net Payments. Any and all All payments made by the Borrower hereunder or under this Agreement shall the Note will be made without setoff, counterclaim or other defense. All such payments will be made free and clear of of, and without deduction for or withholding for, any and all current present or future taxes, levies, imposts, deductionsduties, fees, assessments or other charges of whatever nature now or withholdings hereafter imposed by Venezuela or any other jurisdiction or by any political subdivision or taxing authority thereof or therein (but excluding, except as provided below, any tax imposed on or measured by the net income of a Bank pursuant to the laws of the jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the principal office or Applicable Lending Office of such Bank is located and all interest, penalties or similar liabilities with respect thereto excluding (i) income collectively, "Taxes"). The Borrower shall also reimburse the Bank, upon the written request of the Bank, for taxes imposed on or measured by the net income of any Lender; and (ii) franchise taxes imposed on the net income of any Lender, in each case by the jurisdiction under Bank pursuant to the laws of which such Lender is organized, domiciled, resident or doing business the jurisdiction (or any political subdivision or taxing authority thereof (all or therein) in which the principal office or Applicable Lending Office of the Bank is located as the Bank shall determine are payable by such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually, “Taxes”). If the Borrower shall be required to deduct any Taxes from or Bank in respect of any sum payable hereunder amounts paid to a Lender (i) the sum payable shall be increased by the amount (an “additional amount”) necessary so that after making all required deductions or on behalf of such Lender shall receive an amount equal Bank pursuant to the sum it would have received had no such deductions been madepreceding sentence. If any Taxes are so levied or imposed, (ii) the Borrower shall make such deductions and (iii) the Borrower shall agrees to pay the full amount deducted of such Taxes to the relevant governmental authority tax authorities and to pay to the Bank such additional amounts as may be necessary so that every payment of all amounts due hereunder or under any Note, after withholding or deduction for or on account of any Taxes (including deductions or withholdings applicable to the additional amounts payable under this Section 4), will not be less than the amount provided for herein or in accordance with applicable lawsuch Note. Within 30 The Borrower will furnish to the Bank within 45 days after the date the payment of any payment of Taxes is due pursuant to this paragraph (a)applicable law, the Borrower shall furnish to the Administrative Agent a receipt issued certified copies of tax receipts evidencing such payment by the relevant Governmental Authority or other evidence satisfactory to the Administrative Agent of payment thereofBorrower. The Borrower will indemnify each Lender (subject to such Lender having complied with paragraph (b) below) and hold each Lender harmless for the full amount of all Taxes paid or payable by such Lender with respect to this Agreement and any and all amounts received by such Lender hereunderBank, and any liability (including penaltiesreimburse the Bank upon its written request, interest and expenses (including reasonable attorneys fees and expenses)) arising therefrom or with respect thereto whether or not such Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate as to for the amount of such payment any Taxes so levied or liability prepared imposed and paid by such Lender, absent manifest error, shall be final, conclusive and binding for all purposes. The obligations of the Borrower under this Section 2.16 shall survive the termination of this Agreement and the Commitments and the payment of all amounts payable under the Loan DocumentsBank.