Common use of Net Payments Clause in Contracts

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

Net Payments. (a) Except as provided for in Section 3.03(b)required by law, all payments made by the Borrower hereunder, or on behalf of a Loan Party under any Note this Agreement or any other Loan Document, including all payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will Credit Document shall be made free and clear of, and without deduction or withholding forfor or on account of, any present current or future income, stamp or other taxes, levies, imposts, duties, charges, fees, assessments deductions or other charges of whatever nature withholdings, now or hereafter imposed imposed, levied, collected, withheld or assessed by any Governmental Authority (including any interest, additions to tax and penalties applicable thereto) (collectively, “Taxes”) excluding in the case of each Lender and each Agent and, except as otherwise provided in Section 5.4(f), (i) net income Taxes and franchise Taxes (imposed in lieu of net income Taxes) imposed on such Agent or such Lender as a result of (A) such Agent or such Lender having been organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax or by (B) a present or former connection between such Agent or such Lender and the jurisdiction imposing such Tax or any political subdivision or taxing authority thereof or therein with respect to (other than any such payments (but excludingconnection arising from such Agent or such Lender having executed, with respect to the Administrative Agentdelivered or performed its obligations or received a payment under, or enforced, or engaged in any Lenderother transactions pursuant to, this Agreement or any other recipient of any payment made by the Borrower hereunderCredit Document), (i) any tax imposed on or measured by the net income or net profits of such Person and franchise taxes imposed on it pursuant to the laws of the jurisdiction under which such Lender is organized or the jurisdiction in which the principal office or Applicable Lending Office of such Lender, as applicable, is located or in which it is otherwise doing business or any subdivision thereof or therein, and (ii) any branch profits Taxes imposed by the United States of America or any similar taxes Tax imposed by any other jurisdiction described in which such Person is locatedclause (i)(A) or (i)(B), and all interest(iii) any withholding Tax imposed pursuant to FATCA (collectively, penalties or similar liabilities with respect to such non-excluded taxes, levies imposts, duties, fees, assessments or other charges other than those resulting from the gross negligence or willful misconduct of the Administrative Agent, any Lender, or any other recipient of any payment made by the Borrower hereunder (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Excluded Taxes”). If any such non-Excluded Taxes imposed on or with respect to any payment by or on account of any obligation of any Loan Party under Loan Documents (“Non-Excluded Taxes”) are required to be withheld by a Withholding Agent from any amounts payable under this Agreement or any other Credit Document, the applicable Loan Party shall increase the amounts payable to the Administrative Agent or such Lender to the extent necessary to yield to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes including those applicable to any amounts payable under this Section 5.4) interest or any such other amounts payable hereunder at the rates or in the amounts specified in such Credit Document. Whenever any withholding Taxes are so levied or imposedpayable by any Loan Party in respect of amounts payable under any Credit Document, promptly thereafter, the Borrower agrees applicable Loan Party shall send to pay the full amount Administrative Agent for its own account or for the account of such Taxes Lender, as the case may be, a certified copy of an original official receipt, if available (or other evidence acceptable to such Lender, acting reasonably) received by the applicable Loan Party showing payment thereof. The agreements in this Section 5.4 shall survive the termination of this Agreement and such additional the payment of the Loans and all other amounts payable hereunder. (b) In addition, each Loan Party shall pay any present or future stamp, court, documentary, filing, mortgage, recording, property or intangible taxes, charges or similar levies (including additional amounts any interest, additions to compensate for withholding on amounts paid pursuant to this Section 3.03tax and penalties applicable thereto) as may be necessary so that every arise from any payment made by it of all amounts due hereunder, under any Note such Loan Party hereunder or under any other Loan DocumentDocuments or from the execution, after withholding delivery or deduction registration or recordation of, from the receipt or perfection of any Taxes will not be less than a security interest or performance under, or otherwise with respect to, this Agreement or the amount provided for herein or in such Note or in such other Loan Document. The Borrower will Documents, except any taxes imposed as a result of a present or former connection between an assignee and the jurisdiction imposing such tax (other than a connection arising solely from an assignee having executed, delivered, become a party to, performed its obligations under, received or perfected a security interest under, engaged in any transaction pursuant to, or enforced this Agreement) with respect to an assignment (other than an assignment requested by a Loan Party) (hereinafter referred to as “Other Taxes”). (i) Subject to Section 5.4(f), the Loan Parties shall jointly and severally indemnify each Lender and each Agent for and hold them harmless any Lender, and reimburse such Lender upon its written request, for against the full amount of any Non-Excluded Taxes imposed on and Other Taxes payable or paid by such LenderLender or Agent (as the case may be) or required to be withheld or deducted from a payment to such Lender or Agent (as the case may be) that are imposed or asserted (whether or not correctly or legally asserted) by any jurisdiction (including on any additional amounts or indemnities payable under this Section 5.4) and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto. The Borrower will furnish to This indemnification shall be made within 30 days from the date such Lender or such Agent (as the case may be) makes written demand therefor. Such written demand for such indemnification shall be made no later than 180 days after the earlier of (1) the date on which the Administrative Agent within 45 days after or the applicable Lender, as the case may be, received written demand for payment of the applicable Indemnified Taxes from the relevant Governmental Authority or (2) the date on which the payment Administrative Agent or the applicable Lender, as the case may be, paid the applicable Indemnified Taxes; provided that failure or delay on the part of any the Administrative Agent or the applicable Lender, as the case may be, to make such written demand shall not constitute a waiver of the right of the Administrative Agent or the applicable Lender, as the case may be, to demand indemnity and reimbursement for such Indemnified Taxes, or any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts, or other evidence reasonably satisfactory except to the respective Lender, evidencing extent that such payment by failure or delay results in prejudice to the Borrower. (bii) Each Lender shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, the Administrative Agent against (x) any Non-Excluded Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of Loan Parties to do so), (y) any Taxes attributable to such ▇▇▇▇▇▇’s failure to comply with the provisions of Section 14.6(d)(ii) relating to the maintenance of a Participant Register and (z) any Excluded Taxes attributable to such Lender that are payable or paid by the Administrative Agent in connection with any Credit Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Credit Document against any amount due to the Administrative Agent under this clause (ii). (d) Each Lender shall, at such times as are reasonably requested by the Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any documentation prescribed by any Applicable Law or reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding or as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Each such Lender shall, whenever a lapse in time or change in circumstances renders such documentation obsolete, expired or inaccurate in any material 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 of its inability to do so. Notwithstanding anything herein to the contrary, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 5.4(d)(i)(w)-(y), 5.4(e) and 5.4(g) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Without limiting the foregoing to the extent permitted by law, in the case of the Borrower, each Lender that is not a United States person (as such term is defined in within the meaning of Section 7701(a)(30) of the CodeCode (a “Non-U.S. Lender”) for federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide shall: (i) deliver to the Borrower and the Administrative Agent on or prior before the date on which it becomes a party to the Closing Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Section), on or prior to the date of such assignment or transfer to such Lender, and from time to time thereafter if required by upon the request of the Borrower or the Administrative Agent Agent) two accurate and complete original signed properly executed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP or W-8IMY (or successor, substitute or other appropriate forms and, w) in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners Non-U.S. Lender claiming exemption from U.S. federal withholding Tax under Section 871(h) or 881(c) of the payment) certifying to such Lender’s entitlement to exemption from or a reduced rate of withholding of United States withholding tax Code with respect to payments of “portfolio interest,” United States Internal Revenue Service Form W-8BEN or W-8BEN-E (together with a certificate representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c)(3)(A) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code) substantially in the form of Exhibit K (a “United States Tax Compliance Certificate”)), (x) United States Internal Revenue Service Form W-8BEN, W-8BEN-E or Form W-8ECI, (y) to the extent a Non-U.S. Lender is not the Beneficial Owner (for example, where the Non-U.S. Lender is a partnership), United States Internal Revenue Service Form W-8IMY (or any successor forms) of the Non-U.S. Lender, accompanied by a Form W-8ECI, W-8BEN or W-8BEN-E, United States Tax Compliance Certificate, Form W-9, Form W-8IMY or any other required information from each Beneficial Owner, as applicable (provided that, if one or more Beneficial Owners are claiming the portfolio interest exemption, the United States Tax Compliance Certificate may be made provided by such Non-U.S. Lender on behalf of such Beneficial Owner), and/or (z) any other form prescribed by applicable U.S. federal income Tax laws (including the United States Treasury Regulations) as a basis for claiming a complete exemption from, or a reduction in, U.S. federal withholding Tax on any payments to such Lender under the Loan Documents, in each case properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or reduced rate of, U.S. federal withholding Tax on payments by the Borrower under this Agreement, any Note or any other Loan Document, along with any other appropriate documentation establishing such exemption or reduction ; and (such as statements certifying qualification for exemption with respect to portfolio interest). In addition, each Lender agrees that from time to time after the Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will ii) deliver to the Borrower and the Administrative Agent two new accurate and complete original signed further copies of the applicable Internal Revenue Service form establishing any such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest) and any related documentation as may be required to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax if the Lender continues to be so entitled. No Lender shall be required by this Section 3.03(b) to deliver a form or certificate certification (or any applicable successor form) on or before the date that any such form or certification expires or becomes obsolete or inaccurate and promptly after the occurrence of any event requiring a change in the most recent form previously delivered by it is not legally entitled to deliver. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(b). The Borrower agrees to pay additional amounts and indemnify each Lender in the manner set forth in Section 3.03(a) in respect of any Taxes deducted or withheld by it as a result of any changes after the date such Lender becomes party to this Agreement in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar TaxesBorrower. (ce) Each If a payment made to a Lender under this Agreement or Administrative Agent that is a United States person any other Credit Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (as such term is defined including those contained in Section 7701(a)(301471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the applicable Withholding Agent, at the time or times prescribed by law and at such time or times reasonably requested by such Withholding Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Withholding Agent as may be necessary for federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed by applicable lawWithholding Agent to comply with its obligations under FATCA, to determine that such Lender has or has not complied with such Lender’s obligations under FATCA or to determine the Borrower amount to deduct and the Administrative Agent (as applicablewithhold from such payment. Solely for purposes of this Section 5.4(e), a properly completed and duly executed Internal Revenue Service Form W-9 or “FATCA” shall include any successor form, certifying that such Person is exempt from United States backup withholding tax on payments amendments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to FATCA after the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c)Closing Date. (d) If any Lender, in its reasonable discretion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes as to which indemnification has been paid by the Borrower pursuant to this Section 3.03, it shall promptly remit such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses to the Borrower; provided, however, that the Borrower agrees to promptly return any such refund (plus interest) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refund.

Net Payments. (a) Except as provided for in Section 3.03(b)required by law, all payments made by or on behalf of the Borrower hereunder, under any Note this Agreement or any other Loan Document, including all payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will Credit Document shall be made free and clear of, and without deduction or withholding forfor or on account of, any present current or future income, stamp or other taxes, levies, imposts, duties, charges, fees, assessments deductions or other charges of whatever nature withholdings, now or hereafter imposed imposed, levied, collected, withheld or assessed by any Governmental Authority (including any interest, additions to tax and penalties) (collectively, “Taxes”) excluding in the case of each Lender and each Agent and except as otherwise provided in Section 5.4(f), (A) net income Taxes and franchise Taxes (imposed in lieu of net income Taxes) imposed on such Agent or such Lender as a result of (i) such Agent or such Lender having been organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax or by (ii) a present or former connection between such Agent or such Lender and the jurisdiction imposing such Tax or any political subdivision or taxing authority thereof or therein with respect to (other than any such payments (but excludingconnection arising from such Agent or such Lender having executed, with respect to the Administrative Agentdelivered or performed its obligations or received a payment under, or enforced, or engaged in any Lenderother transactions pursuant to, this Agreement or any other recipient of any payment made by the Borrower hereunderCredit Document), (i) any tax imposed on or measured by the net income or net profits of such Person and franchise taxes imposed on it pursuant to the laws of the jurisdiction under which such Lender is organized or the jurisdiction in which the principal office or Applicable Lending Office of such Lender, as applicable, is located or in which it is otherwise doing business or any subdivision thereof or therein, and (iiB) any branch profits Taxes imposed by the United States of America or any similar taxes Tax imposed by any other jurisdiction described in which such Person is locatedclause (A) and all interest(C) any U.S. federal withholding Tax imposed pursuant to FATCA (collectively, penalties or similar liabilities with respect to such non-excluded taxes, levies imposts, duties, fees, assessments or other charges other than those resulting from the gross negligence or willful misconduct of the Administrative Agent, any Lender, or any other recipient of any payment made by the Borrower hereunder (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Excluded Taxes”). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under any Note or under any other Loan Document, after withholding or deduction of any Taxes will not be less than the amount provided for herein or in such Note or in such other Loan Document. The Borrower will indemnify and hold harmless any Lender, and reimburse such Lender upon its written request, for the amount of any non-Excluded Taxes imposed on and paid or with respect to any payment by such Lender. The Borrower will furnish or on account of any obligation of any Credit Party under Credit Documents (“Non-Excluded Taxes”) are required to be withheld by a Withholding Agent from any amounts payable under this Agreement or any other Credit Document, the applicable Credit Party shall increase the amounts payable to the Administrative Agent within 45 days or such Lender to the extent necessary to yield to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes including those applicable to any amounts payable under this Section 5.4) interest or any such other amounts payable hereunder at the date rates or in the amounts specified in such Credit Document. Whenever any withholding Taxes are payable by any Credit Party in respect of amounts payable under any Credit Document, promptly thereafter, the applicable Credit Party 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, if available (or other evidence acceptable to such Lender, acting reasonably) received by the applicable Credit Party showing payment thereof. The agreements in this Section 5.4 shall survive the termination of this Agreement and the payment of any Taxes, or any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts, or the Loans and all other evidence reasonably satisfactory to the respective Lender, evidencing such payment by the Borroweramounts payable hereunder. (b) In addition, each Credit Party shall pay any present or future stamp, documentary, filing, mortgage, recording, property or similar intangible taxes, charges or levies that arise from any payment made by such Credit Party hereunder or under any other Credit Documents or from the execution, delivery or registration or recordation of, performance under, or otherwise with respect to, this Agreement or the other Credit Documents, except any taxes imposed as a result of a present or former connection between an assignee and the jurisdiction imposing such tax (other than a connection arising solely from an assignee having executed, delivered, become a party to, performed its obligations under, received or perfected a security interest under, engaged in any transaction pursuant to, or enforced this Agreement) with respect to an assignment (other than an assignment requested by a Credit Party pursuant to Section 2.12) (hereinafter referred to as “Other Taxes”). (i) Subject to Section 5.4(f), the Credit Parties shall jointly and severally indemnify each Lender and each Agent for and hold them harmless against the full amount of Non-Excluded Taxes and Other Taxes, and for the full amount of Non-Excluded Taxes and Other Taxes payable, imposed or asserted (whether or not correctly or legally asserted) by any jurisdiction on any additional amounts or indemnities payable under this Section 5.4, imposed on or paid by such Lender or such Agent (as the case may be) and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto; provided that if any claim pursuant to this Section 5.4(e)(i) is made later than 180 days after the date on which the relevant Lender or Agent had actual knowledge of the relevant Non-Excluded Taxes or Other Taxes, then the Credit Parties shall not be required to indemnify the applicable Lender or Agent for any penalties which accrue in respect of such Non-Excluded Taxes or Other Taxes after the 180th day. This indemnification shall be made within 30 days from the date such Lender or such Agent (as the case may be) makes written demand therefor. (ii) Each Lender shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent against any Non-Excluded Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of Credit Parties to do so), (y) the Administrative Agent and the Credit Parties, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.6(d)(ii) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender that are payable or paid by the Administrative Agent or the Credit Parties in connection with any Credit Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Credit Document against any amount due to the Administrative Agent under this clause (ii). (d) Each Lender shall, at such times as are reasonably requested by the Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any documentation prescribed by any Applicable Law or reasonably requested by the Borrower or the Administrative Agent (A) as will permit such payments to be made without, or at a reduced rate of, withholding or (B) as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Each such Lender shall, whenever a lapse in time or change in circumstances renders such documentation obsolete, expired or inaccurate in any material 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 of its inability to do so. Notwithstanding anything herein to the contrary, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 5.4(d)(i), 5.4(e) and 5.4(g) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Without limiting the foregoing to the extent permitted by law, each Lender that is not a United States person (as such term is defined in within the meaning of Section 7701(a)(30) of the CodeCode (a “Non-U.S. Lender”) for federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide shall: (i) deliver to the Borrower and the Administrative Agent on or prior before the date on which it becomes a party to the Closing Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Section), on or prior to the date of such assignment or transfer to such Lender, and from time to time thereafter if required by upon the request of the Borrower or the Administrative Agent Agent) two accurate and complete original signed copies originals of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP or W-8IMY either (or successor, substitute or other appropriate forms and, w) in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners Non-U.S. Lender claiming exemption from U.S. federal withholding Tax under Section 871(h) or 881(c) of the payment) certifying to such Lender’s entitlement to exemption from or a reduced rate of withholding of United States withholding tax Code with respect to payments of “portfolio interest,” United States Internal Revenue Service Form W-8BEN or W-8BEN-E (together with a certificate representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c)(3)(A) of the Code, is not a 10 percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code) substantially in the form of Exhibit L (a “United States Tax Compliance Certificate”)), (x) United States Internal Revenue Service Form W-8BEN, W-8BEN-E or Form W-8ECI, (y) to the extent a Non-U.S. Lender is not the Beneficial Owner (for example, where the Non-U.S. Lender is a partnership or a participating Lender), United States Internal Revenue Service Form W-8IMY (or any successor forms) of the Non-U.S. Lender, accompanied by a Form W-8ECI, W-▇▇▇▇ ▇▇ ▇-▇▇▇▇-▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Tax Compliance Certificate, Form W-9, Form W-8IMY or any other required information from each Beneficial Owner, as applicable (provided that, if one or more Beneficial Owners are claiming the portfolio interest exemption, the United States Tax Compliance Certificate may be made provided by such Non-U.S. Lender on behalf of such Beneficial Owner), or (z) two properly completed and duly signed original copies of any other form prescribed by applicable U.S. federal income Tax laws (including the United States Treasury Regulations) as a basis for claiming a complete exemption from, or a reduction in, U.S. federal withholding Tax on any payments to such Lender under the Credit Documents, in each case properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or reduced rate of, U.S. federal withholding Tax on payments by the Borrower under this Agreement, any Note or any other Loan Document, along with any other appropriate documentation establishing such exemption or reduction ; and (such as statements certifying qualification for exemption with respect to portfolio interest). In addition, each Lender agrees that from time to time after the Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will ii) deliver to the Borrower and the Administrative Agent two new accurate further originals of any such form or certification (or any applicable successor form) on or before the date that any such form or certification expires or becomes obsolete or inaccurate and complete original signed copies promptly after the occurrence of any event requiring a change in the applicable Internal Revenue Service most recent form establishing previously delivered by it to the Borrower; unless in any such exemption case any change in treaty, law or reduction (regulation has occurred prior to the date on which any such as statements certifying qualification for exemption delivery would otherwise be required that renders any such form inapplicable or would prevent such Lender from duly completing and delivering any such form with respect to portfolio interest) and any related documentation as may be required to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax if the Lender continues to be so entitledit. No Each Lender shall be required by this Section 3.03(b) to deliver a form or certificate that it is not legally entitled to deliver. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(b). The Borrower agrees to pay additional amounts and indemnify each Lender in the manner set forth in Section 3.03(a) in respect of any Taxes deducted or withheld by it as a result of any changes after the date such Lender becomes party to this Agreement in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender or Administrative Agent that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed by applicable law, to promptly notify the Borrower and the Administrative Agent at any time it determines that it is no longer in a position to provide any previously delivered form or certification to the Borrower or the Administrative Agent. (e) If a payment made to a Lender under this Agreement or any other Credit Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 or any successor form, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c). (d) If any Lender, in its reasonable discretion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes as to which indemnification has been paid by the Borrower pursuant to this Section 3.03, it shall promptly remit such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses to the Borrower; provided, however, that the Borrower agrees to promptly return any such refund (plus interest) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide deliver to the Borrower Withholding Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Withholding Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Withholding Agent as may be necessary for the Withholding Agent to comply with a copy its obligations under FATCA, to determine that such Lender has or has not complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.4(e), “FATCA” shall include any notice amendments made to FATCA after the date of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refundthis Agreement.

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

Net Payments. (a) Except as provided for in Section 3.03(b)Subject to the following sentence, all payments made by or on behalf of the Borrower hereunder, under any Note this Agreement or any other Loan Document, including all payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will Credit Document shall be made free and clear of, and without deduction or withholding forfor or on account of, any present current or future income, stamp or other taxes, levies, imposts, duties, charges, fees, assessments deductions or other charges of whatever nature withholdings, now or hereafter imposed imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding in the case of each Lender and each Agent, (A) overall net income taxes and franchise taxes (imposed in lieu of overall net income taxes) imposed on any Agent or any Lender as a result of a present or former connection between such Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or by any political subdivision or taxing authority thereof or therein with respect to (other than any such payments (but excludingconnection arising solely from such Agent or such Lender having executed, with respect to the Administrative Agentdelivered or performed its obligations or received a payment under, any Lenderor enforced, this Agreement or any other recipient of any payment made by the Borrower hereunder, (iCredit Document) any tax imposed on or measured by the net income or net profits of such Person and franchise taxes imposed on it pursuant to the laws of the jurisdiction under which such Lender is organized or the jurisdiction in which the principal office or Applicable Lending Office of such Lender, as applicable, is located or in which it is otherwise doing business or any subdivision thereof or therein, and (iiB) any branch profits or similar taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which such Person where the 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 other than those resulting from the gross negligence or willful misconduct of the Administrative Agent, . If any Lender, or any other recipient of any payment made by the Borrower hereunder (all such non-excluded taxes, levies, imposts, duties, charges, fees, assessments deductions or other charges being referred to collectively as withholdings (“Non-Excluded Taxes”). If ) are required to be withheld from any Taxes are so levied or imposedamounts payable under this Agreement, the Borrower agrees to pay shall increase the full amount of such Taxes and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under any Note or under any other Loan Document, after withholding or deduction of any Taxes will not be less than the amount provided for herein or in such Note or in such other Loan Document. The Borrower will indemnify and hold harmless any Lender, and reimburse such Lender upon its written request, for the amount of any Taxes imposed on and paid by such Lender. The Borrower will furnish payable to the Administrative Agent within 45 days or such Lender 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 date rates or in the amounts specified in this Agreement. Whenever any Non-Excluded Taxes are payable by the Borrower, as promptly as possible thereafter the Borrower shall send to the Administrative Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an original official receipt (or other evidence acceptable to such Lender, acting reasonably) received by the Borrower showing payment thereof. The agreements in this Section 5.4 shall survive the termination of this Agreement and the payment of any Taxes, or any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts, or the Loans and all other evidence reasonably satisfactory to the respective Lender, evidencing such payment by the Borroweramounts payable hereunder. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide to the Borrower and the Administrative Agent on or prior to the Closing Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Section), on or prior to the date of such assignment or transfer to such Lender, and from time to time thereafter if required by the Borrower or the Administrative Agent two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP or W-8IMY (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the payment) certifying to such Lender’s entitlement to exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this Agreement, any Note or any other Loan Document, along with any other appropriate documentation establishing such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest). In addition, each Credit Party shall pay any present or future stamp, documentary, excise, property or intangible taxes, charges or similar levies that arise from any payment made by such Credit Party hereunder or under any other Credit Documents or from the execution, delivery or registration or recordation of, performance under, or otherwise with respect to, this Agreement or the other Credit Documents (hereinafter referred to as “Other Taxes”). (c) The Credit Parties shall indemnify each Lender agrees that and each Agent for and hold them harmless against the full amount of Non-Excluded Taxes and Other Taxes, and for the full amount of Non-Excluded Taxes and Other Taxes imposed or asserted (whether properly or not) by any jurisdiction on any additional amounts or indemnities payable under this Section 5.4, imposed on or paid by such Lender or such Agent (as the case may be) and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto. This indemnification shall be made within 30 days from time to time after the Closing Datedate such Lender or such Agent (as the case may be) makes written demand therefor. (d) To the extent permitted by law or otherwise, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will each Non-U.S. Lender shall: (i) deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies originals of either (x) in the case of Non-U.S. Lender claiming exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of the applicable Code with respect to payments of “portfolio interest”, United States Internal Revenue Service form establishing Form W-8BEN (together with a certificate representing that such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest) and any related documentation as may be required to confirm or establish the entitlement of such Non-U.S. Lender to a continued exemption from or reduction in United States withholding tax if the Lender continues to be so entitled. No Lender shall be required by this Section 3.03(b) to deliver a form or certificate that it is not legally entitled to deliver. The Borrower shall a bank for purposes of Section 881(c) of the Code, is not be obligated pursuant to a 10-percent shareholder (within the meaning of Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(b). The Borrower agrees to pay additional amounts and indemnify each Lender in the manner set forth in Section 3.03(a) in respect of any Taxes deducted or withheld by it as a result of any changes after the date such Lender becomes party to this Agreement in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender or Administrative Agent that is a United States person (as such term is defined in Section 7701(a)(30871(h)(3)(B) of the Code) for federal income of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code)), or (y) Internal Revenue Service Form W-8BEN or Form W-8ECI, in each case properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or reduced rate of, U.S. Federal withholding tax purposes shall on payments by the Borrower under this Agreement; and (ii) deliver at the time(s) and in the manner(s) prescribed by applicable law, to the Borrower and the Administrative Agent two further originals of any such form or certification (as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 or any applicable successor form, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to after the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c). (d) If any Lender, in its reasonable discretion, determines that it has finally and irrevocably received or been granted a refund in respect occurrence of any Taxes as to which indemnification has been paid event requiring a change in the most recent form previously delivered by the Borrower pursuant to this Section 3.03, it shall promptly remit such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses to the Borrower; provided, however, that the Borrower agrees to promptly return unless in any such refund (plus interest) case any change in treaty, law or regulation has occurred prior to the date on which any such delivery would otherwise be required that renders any such form inapplicable or would prevent such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for duly completing and delivering any such refundform with respect to it.

Net Payments. (a) Except as provided for in Section 3.03(b)required by law, all payments made by or on behalf of the Borrower hereunder, under any Note this Agreement or any other Loan Document, including all payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will Credit Document shall be made free and clear of, and without deduction or withholding forfor or on account of, any present current or future income, stamp or other taxes, levies, imposts, duties, charges, fees, assessments deductions or other charges of whatever nature withholdings, now or hereafter imposed imposed, levied, collected, withheld or assessed by any Governmental Authority (including any interest, additions to tax and penalties) (collectively, “Taxes”) excluding in the case of each Lender and each Agent and except as otherwise provided in Section 5.4(f), (A) net income Taxes and franchise Taxes (imposed in lieu of net income Taxes) imposed on such Agent or such Lender as a result of (i) such Agent or such Lender having been organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax or by (ii) a present or former connection between such Agent or such Lender and the jurisdiction imposing such Tax or any political subdivision or taxing authority thereof or therein with respect to (other than any such payments (but excludingconnection arising from such Agent or such Lender having executed, with respect to the Administrative Agentdelivered or performed its obligations or received a payment under, or enforced, or engaged in any Lenderother transactions pursuant to, this Agreement or any other recipient of any payment made by the Borrower hereunderCredit Document), (i) any tax imposed on or measured by the net income or net profits of such Person and franchise taxes imposed on it pursuant to the laws of the jurisdiction under which such Lender is organized or the jurisdiction in which the principal office or Applicable Lending Office of such Lender, as applicable, is located or in which it is otherwise doing business or any subdivision thereof or therein, and (iiB) any branch profits Taxes imposed by the United States of America or any similar taxes Tax imposed by any other jurisdiction described in which such Person is locatedclause (A) and all interest(C) any U.S. federal withholding Tax imposed pursuant to FATCA (collectively, penalties or similar liabilities with respect to such non-excluded taxes, levies imposts, duties, fees, assessments or other charges other than those resulting from the gross negligence or willful misconduct of the Administrative Agent, any Lender, or any other recipient of any payment made by the Borrower hereunder (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Excluded Taxes”). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under any Note or under any other Loan Document, after withholding or deduction of any Taxes will not be less than the amount provided for herein or in such Note or in such other Loan Document. The Borrower will indemnify and hold harmless any Lender, and reimburse such Lender upon its written request, for the amount of any non-Excluded Taxes imposed on and paid or with respect to any payment by such Lender. The Borrower will furnish or on account of any obligation of any Credit Party under Credit Documents (“Non-Excluded Taxes”) are required to be withheld by a Withholding Agent from any amounts payable under this Agreement or any other Credit Document, the applicable Credit Party shall increase the amounts payable to the Administrative Agent within 45 days or such Lender to the extent necessary to yield to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes including those applicable to any amounts payable under this Section 5.4) interest or any such other amounts payable hereunder at the date rates or in the amounts specified in such Credit Document. Whenever any withholding Taxes are payable by any Credit Party in respect of amounts payable under any Credit Document, promptly thereafter, the applicable Credit Party 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, if available (or other evidence acceptable to such Lender, acting reasonably) received by the applicable Credit Party showing payment thereof. The agreements in this Section 5.4 shall survive the termination of this Agreement and the payment of any Taxes, or any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts, or the Loans and all other evidence reasonably satisfactory to the respective Lender, evidencing such payment by the Borroweramounts payable hereunder. (b) In addition, each Credit Party shall pay any present or future stamp, documentary, filing, mortgage, recording, property or intangible taxes, charges or similar levies that arise from any payment made by such Credit Party hereunder or under any other Credit Documents or from the execution, delivery or registration or recordation of, performance under, or otherwise with respect to, this Agreement or the other Credit Documents, except any taxes imposed as a result of a present or former connection between an assignee and the jurisdiction imposing such tax (other than a connection arising solely from an assignee having executed, delivered, become a party to, performed its obligations under, received or perfected a security interest under, engaged in any transaction pursuant to, or enforced this Agreement) with respect to an assignment (other than an assignment requested by a Credit Party) (hereinafter referred to as “Other Taxes”). (i) Subject to Section 5.4(f), the Credit Parties shall jointly and severally indemnify each Lender and each Agent for and hold them harmless against the full amount of Non-Excluded Taxes and Other Taxes, and for the full amount of Non-Excluded Taxes and Other Taxes payable, imposed or asserted (whether or not correctly or legally asserted) by any jurisdiction on any additional amounts or indemnities payable under this Section 5.4, imposed on or paid by such Lender or such Agent (as the case may be) and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto; provided that if any claim pursuant to this Section 5.4(c)(i) is made later than 180 days after the date on which the relevant Lender or Agent had actual knowledge of the relevant Non-Excluded Taxes or Other Taxes, then the Credit Parties shall not be required to indemnify the applicable Lender or Agent for any penalties which accrue in respect of such Non-Excluded Taxes or Other Taxes after the 180th day. This indemnification shall be made within 30 days from the date such Lender or such Agent (as the case may be) makes written demand therefor. (ii) Each Lender shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent against any Non-Excluded Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of Credit Parties to do so), (y) the Administrative Agent and the Credit Parties, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.6(d)(ii) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender that are payable or paid by the Administrative Agent or the Credit Parties in connection with any Credit Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Credit Document against any amount due to the Administrative Agent under this clause (ii). (d) Each Lender shall, at such times as are reasonably requested by the Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any documentation prescribed by any Applicable Law or reasonably requested by the Borrower or the Administrative Agent (A) as will permit such payments to be made without, or at a reduced rate of, withholding or (B) as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Each such Lender shall, whenever a lapse in time or change in circumstances renders such documentation obsolete, expired or inaccurate in any material 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 of its inability to do so. Notwithstanding anything herein to the contrary, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 5.4(d)(i), 5.4(e) and 5.4(g) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Without limiting the foregoing to the extent permitted by law, each Lender that is not a United States person (as such term is defined in within the meaning of Section 7701(a)(30) of the CodeCode (a “Non-U.S. Lender”) for federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide shall: (i) deliver to the Borrower and the Administrative Agent on or prior before the date on which it becomes a party to the Closing Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Section), on or prior to the date of such assignment or transfer to such Lender, and from time to time thereafter if required by upon the request of the Borrower or the Administrative Agent Agent) two accurate and complete original signed copies properly executed originals of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP or W-8IMY (or successor, substitute or other appropriate forms and, w) in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners Non-U.S. Lender claiming exemption from U.S. federal withholding Tax under Section 871(h) or 881(c) of the payment) certifying to such Lender’s entitlement to exemption from or a reduced rate of withholding of United States withholding tax Code with respect to payments of “portfolio interest,” United States Internal Revenue Service Form W-8BEN or W-8BEN-E (together with a certificate representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c)(3)(A) of the Code, is not a 10 percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code) substantially in the form of Exhibit K (a “United States Tax Compliance Certificate”)), (x) United States Internal Revenue Service Form W-8BEN, W-8BEN-E or Form W-8ECI, (y) to the extent a Non-U.S. Lender is not the Beneficial Owner (for example, where the Non-U.S. Lender is a partnership or a participating Lender), United States Internal Revenue Service Form W-8IMY (or any successor forms) of the Non-U.S. Lender, accompanied by a Form W-8ECI, W-▇▇▇▇ ▇▇ ▇-▇▇▇▇-▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Tax Compliance Certificate, Form W-9, Form W- 8IMY or any other required information from each Beneficial Owner, as applicable (provided that, if one or more Beneficial Owners are claiming the portfolio interest exemption, the United States Tax Compliance Certificate may be made provided by such Non-U.S. Lender on behalf of such Beneficial Owner), and/or (z) any other form prescribed by applicable U.S. federal income Tax laws (including the United States Treasury Regulations) as a basis for claiming a complete exemption from, or a reduction in, U.S. federal withholding Tax on any payments to such Lender under the Credit Documents, in each case properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or reduced rate of, U.S. federal withholding Tax on payments by the Borrower under this Agreement, any Note or any other Loan Document, along with any other appropriate documentation establishing such exemption or reduction ; and (such as statements certifying qualification for exemption with respect to portfolio interest). In addition, each Lender agrees that from time to time after the Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will ii) deliver to the Borrower and the Administrative Agent two new accurate further originals of any such form or certification (or any applicable successor form) on or before the date that any such form or certification expires or becomes obsolete or inaccurate and complete original signed copies promptly after the occurrence of any event requiring a change in the applicable Internal Revenue Service most recent form establishing previously delivered by it to the Borrower; unless in any such exemption case any change in treaty, law or reduction (regulation has occurred prior to the date on which any such as statements certifying qualification for exemption delivery would otherwise be required that renders any such form inapplicable or would prevent such Lender from duly completing and delivering any such form with respect to portfolio interest) and any related documentation as may be required to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax if the Lender continues to be so entitledit. No Each Lender shall be required by this Section 3.03(b) to deliver a form or certificate that it is not legally entitled to deliver. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(b). The Borrower agrees to pay additional amounts and indemnify each Lender in the manner set forth in Section 3.03(a) in respect of any Taxes deducted or withheld by it as a result of any changes after the date such Lender becomes party to this Agreement in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender or Administrative Agent that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed by applicable law, to promptly notify the Borrower and the Administrative Agent at any time it determines that it is no longer in a position to provide any previously delivered form or certification to the Borrower or the Administrative Agent. (e) If a payment made to a Lender under this Agreement or any other Credit Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 or any successor form, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c). (d) If any Lender, in its reasonable discretion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes as to which indemnification has been paid by the Borrower pursuant to this Section 3.03, it shall promptly remit such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses to the Borrower; provided, however, that the Borrower agrees to promptly return any such refund (plus interest) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide deliver to the Borrower Withholding Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Withholding Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Withholding Agent as may be necessary for the Withholding Agent to comply with a copy its obligations under FATCA, to determine that such Lender has or has not complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.4(e), “FATCA” shall include any notice amendments made to FATCA after the date of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refundthis Agreement.

Net Payments. (a) Except as provided for in Section 3.03(b)Subject to the following sentence, all payments made by or on behalf of the Borrower hereunder, under any Note this Agreement or any other Loan Document, including all payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will Credit Document shall be made free and clear of, and without deduction or withholding forfor or on account of, any present current or future income, stamp or other taxes, levies, imposts, duties, charges, fees, assessments deductions or other charges of whatever nature withholdings, now or hereafter imposed imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding in the case of each Lender and each Agent, (A) overall net income taxes and franchise taxes (imposed in lieu of overall net income taxes) imposed on any Agent or any Lender as a result of a present or former connection between such Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or by any political subdivision or taxing authority thereof or therein with respect to (other than any such payments (but excludingconnection arising solely from such Agent or such Lender having executed, with respect to the Administrative Agentdelivered or performed its obligations or received a payment under, any Lenderor enforced, this Agreement or any other recipient of any payment made by the Borrower hereunder, (iCredit Document) any tax imposed on or measured by the net income or net profits of such Person and franchise taxes imposed on it pursuant to the laws of the jurisdiction under which such Lender is organized or the jurisdiction in which the principal office or Applicable Lending Office of such Lender, as applicable, is located or in which it is otherwise doing business or any subdivision thereof or therein, and (iiB) any branch profits or similar taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which such Person where the 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 other than those resulting from the gross negligence or willful misconduct of the Administrative Agent, . If any Lender, or any other recipient of any payment made by the Borrower hereunder (all such non-excluded taxes, levies, imposts, duties, charges, fees, assessments deductions or other charges being referred to collectively as withholdings (“Non-Excluded Taxes”). If ) are required to be withheld from any Taxes are so levied or imposedamounts payable under this Agreement, the Borrower agrees to pay shall increase the full amount of such Taxes and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under any Note or under any other Loan Document, after withholding or deduction of any Taxes will not be less than the amount provided for herein or in such Note or in such other Loan Document. The Borrower will indemnify and hold harmless any Lender, and reimburse such Lender upon its written request, for the amount of any Taxes imposed on and paid by such Lender. The Borrower will furnish payable to the Administrative Agent within 45 days or such Lender 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 date rates or in the amounts specified in this Agreement. Whenever any Non-Excluded Taxes are payable by the Borrower, as promptly as possible thereafter the Borrower shall send to the Administrative Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an original official receipt (or other evidence acceptable to such Lender, acting reasonably) received by the Borrower showing payment thereof. The agreements in this Section 4.4 shall survive the termination of this Agreement and the payment of any Taxes, or any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts, or the Loans and all other evidence reasonably satisfactory to the respective Lender, evidencing such payment by the Borroweramounts payable hereunder. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide to the Borrower and the Administrative Agent on or prior to the Closing Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Section), on or prior to the date of such assignment or transfer to such Lender, and from time to time thereafter if required by the Borrower or the Administrative Agent two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP or W-8IMY (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the payment) certifying to such Lender’s entitlement to exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this Agreement, any Note or any other Loan Document, along with any other appropriate documentation establishing such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest). In addition, each Credit Party shall pay any present or future stamp, documentary, excise, property or intangible taxes, charges or similar levies that arise from any payment made by such Credit Party hereunder or under any other Credit Documents or from the execution, delivery or registration or recordation of, performance under, or otherwise with respect to, this Agreement or the other Credit Documents (hereinafter referred to as “Other Taxes”). (c) The Credit Parties shall indemnify each Lender agrees that and each Agent for and hold them harmless against the full amount of Non-Excluded Taxes and Other Taxes, and for the full amount of Non-Excluded Taxes and Other Taxes imposed or asserted (whether properly or not) by any jurisdiction on any additional amounts or indemnities payable under this Section 4.4, imposed on or paid by such Lender or such Agent (as the case may be) and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto. This indemnification shall be made within 30 days from time to time after the Closing Datedate such Lender or such Agent (as the case may be) makes written demand therefor. (d) To the extent permitted by law or otherwise, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will each Non-U.S. Lender shall: (i) deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies originals of either (x) in the case of Non-U.S. Lender claiming exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of the applicable Code with respect to payments of “portfolio interest”, United States Internal Revenue Service form establishing Form W-8BEN (together with a certificate representing that such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest) and any related documentation as may be required to confirm or establish the entitlement of such Non-U.S. Lender to a continued exemption from or reduction in United States withholding tax if the Lender continues to be so entitled. No Lender shall be required by this Section 3.03(b) to deliver a form or certificate that it is not legally entitled to deliver. The Borrower shall a bank for purposes of Section 881(c) of the Code, is not be obligated pursuant to a 10-percent shareholder (within the meaning of Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(b). The Borrower agrees to pay additional amounts and indemnify each Lender in the manner set forth in Section 3.03(a) in respect of any Taxes deducted or withheld by it as a result of any changes after the date such Lender becomes party to this Agreement in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender or Administrative Agent that is a United States person (as such term is defined in Section 7701(a)(30871(h)(3)(B) of the Code) for federal income tax purposes shall deliver at of the time(s) Borrower and in the manner(s) prescribed by applicable law, is not a controlled foreign corporation related to the Borrower and (within the Administrative Agent (as applicablemeaning of Section 864(d)(4) of the Code)), a or (y) Internal Revenue Service Form W-8BEN or Form W-8ECI, in each case properly completed and duly executed Internal Revenue Service Form W-9 by such Non-U.S. Lender claiming complete exemption from, or any successor formreduced rate of, certifying that such Person is exempt from United States backup U.S. Federal withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c). (d) If any Lender, in its reasonable discretion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes as to which indemnification has been paid by the Borrower pursuant to under this Section 3.03, it shall promptly remit such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses to the BorrowerAgreement; provided, however, that the Borrower agrees to promptly return any such refund (plus interest) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refund.and

Net Payments. (a) Except as provided for in Section 3.03(b)required by law, all payments made by or on behalf of the Borrower hereunder, under any Note this Agreement or any other Loan Document, including all payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will Credit Document shall be made free and clear of, and without deduction or withholding forfor or on account of, any present current or future income, stamp or other taxes, levies, imposts, duties, charges, fees, assessments deductions or other charges of whatever nature withholdings, now or hereafter imposed imposed, levied, collected, withheld or assessed by any Governmental Authority (including any interest, additions to tax and penalties) (collectively, “Taxes”) excluding in the case of each Lender and each Agent and except as otherwise provided in Section 5.4(f), (A) net income Taxes and franchise Taxes (imposed in lieu of net income Taxes) imposed on such Agent or such Lender as a result of (i) such Agent or such Lender having been organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax or by (ii) a present or former connection between such Agent or such Lender and the jurisdiction imposing such Tax or any political subdivision or taxing authority thereof or therein with respect to (other than any such payments (but excludingconnection arising from such Agent or such Lender having executed, with respect to the Administrative Agentdelivered or performed its obligations or received a payment under, or enforced, or engaged in any Lenderother transactions pursuant to, this Agreement or any other recipient of any payment made by the Borrower hereunderCredit Document), (i) any tax imposed on or measured by the net income or net profits of such Person and franchise taxes imposed on it pursuant to the laws of the jurisdiction under which such Lender is organized or the jurisdiction in which the principal office or Applicable Lending Office of such Lender, as applicable, is located or in which it is otherwise doing business or any subdivision thereof or therein, and (iiB) any branch profits Taxes imposed by the United States of America or any similar taxes Tax imposed by any other jurisdiction described in which such Person is locatedclause (A) and all interest(C) any U.S. federal withholding Tax imposed pursuant to FATCA (collectively, penalties or similar liabilities with respect to such non-excluded taxes, levies imposts, duties, fees, assessments or other charges other than those resulting from the gross negligence or willful misconduct of the Administrative Agent, any Lender, or any other recipient of any payment made by the Borrower hereunder (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Excluded Taxes”). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under any Note or under any other Loan Document, after withholding or deduction of any Taxes will not be less than the amount provided for herein or in such Note or in such other Loan Document. The Borrower will indemnify and hold harmless any Lender, and reimburse such Lender upon its written request, for the amount of any non- Excluded Taxes imposed on and paid or with respect to any payment by such Lender. The Borrower will furnish or on account of any obligation of any Credit Party under Credit Documents (“Non-Excluded Taxes”) are required to be withheld by a Withholding Agent from any amounts payable under this Agreement or any other Credit Document, the applicable Credit Party shall increase the amounts payable to the Administrative Agent within 45 days or such Lender to the extent necessary to yield to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes including those applicable to any amounts payable under this Section 5.4) interest or any such other amounts payable hereunder at the date rates or in the amounts specified in such Credit Document. Whenever any withholding Taxes are payable by any Credit Party in respect of amounts payable under any Credit Document, promptly thereafter, the applicable Credit Party 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, if available (or other evidence acceptable to such Lender, acting reasonably) received by the applicable Credit Party showing payment thereof. The agreements in this Section 5.4 shall survive the termination of this Agreement and the payment of any Taxes, or any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts, or the Loans and all other evidence reasonably satisfactory to the respective Lender, evidencing such payment by the Borroweramounts payable hereunder. (b) In addition, each Credit Party shall pay any present or future stamp, documentary, filing, mortgage, recording, property or intangible taxes, charges or similar levies that arise from any payment made by such Credit Party hereunder or under any other Credit Documents or from the execution, delivery or registration or recordation of, performance under, or otherwise with respect to, this Agreement or the other Credit Documents, except any taxes imposed as a result of a present or former connection between an assignee and the jurisdiction imposing such tax (other than a connection arising solely from an assignee having executed, delivered, become a party to, performed its obligations under, received or perfected a security interest under, engaged in any transaction pursuant to, or enforced this Agreement) with respect to an assignment (other than an assignment requested by a Credit Party) (hereinafter referred to as “Other Taxes”). (i) Subject to Section 5.4(f), the Credit Parties shall jointly and severally indemnify each Lender and each Agent for and hold them harmless against the full amount of Non-Excluded Taxes and Other Taxes, and for the full amount of Non-Excluded Taxes and Other Taxes payable, imposed or asserted (whether or not correctly or legally asserted) by any jurisdiction on any additional amounts or indemnities payable under this Section 5.4, imposed on or paid by such Lender or such Agent (as the case may be) and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto; provided that if any claim pursuant to this Section 5.4(c)(i) is made later than 180 days after the date on which the relevant Lender or Agent had actual knowledge of the relevant Non-Excluded Taxes or Other Taxes, then the Credit Parties shall not be required to indemnify the applicable Lender or Agent for any penalties which accrue in respect of such Non-Excluded Taxes or Other Taxes after the 180th day. This indemnification shall be made within 30 days from the date such Lender or such Agent (as the case may be) makes written demand therefor. (ii) Each Lender shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent against any Non-Excluded Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of Credit Parties to do so), (y) the Administrative Agent and the Credit Parties, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.6(d)(ii) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender that are payable or paid by the Administrative Agent or the Credit Parties in connection with any Credit Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Credit Document against any amount due to the Administrative Agent under this clause (ii). (d) Each Lender shall, at such times as are reasonably requested by the Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any documentation prescribed by any Applicable Law or reasonably requested by the Borrower or the Administrative Agent (A) as will permit such payments to be made without, or at a reduced rate of, withholding or (B) as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Each such Lender shall, whenever a lapse in time or change in circumstances renders such documentation obsolete, expired or inaccurate in any material 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 of its inability to do so. Notwithstanding anything herein to the contrary, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 5.4(d)(i), 5.4(e) and 5.4(g) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Without limiting the foregoing to the extent permitted by law, each Lender that is not a United States person (as such term is defined in within the meaning of Section 7701(a)(30) of the CodeCode (a “Non-U.S. Lender”) for federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide shall: (i) deliver to the Borrower and the Administrative Agent on or prior before the date on which it becomes a party to the Closing Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Section), on or prior to the date of such assignment or transfer to such Lender, and from time to time thereafter if required by upon the request of the Borrower or the Administrative Agent Agent) two accurate and complete original signed copies properly executed originals of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP or W-8IMY (or successor, substitute or other appropriate forms and, w) in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners Non-U.S. Lender claiming exemption from U.S. federal withholding Tax under Section 871(h) or 881(c) of the payment) certifying to such Lender’s entitlement to exemption from or a reduced rate of withholding of United States withholding tax Code with respect to payments of “portfolio interest,” United States Internal Revenue Service Form W-8BEN or W-8BEN-E (together with a certificate representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c)(3)(A) of the Code, is not a 10 percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code) substantially in the form of Exhibit K (a “United States Tax Compliance Certificate”)), (x) United States Internal Revenue Service Form W-8BEN, W-8BEN-E or Form W-8ECI, (y) to the extent a Non-U.S. Lender is not the Beneficial Owner (for example, where the Non-U.S. Lender is a partnership or a participating Lender), United States Internal Revenue Service Form W-8IMY (or any successor forms) of the Non-U.S. Lender, accompanied by a Form W-8ECI, W-▇▇▇▇ ▇▇ ▇-▇▇▇▇-▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Tax Compliance Certificate, Form W-9, Form W-8IMY or any other required information from each Beneficial Owner, as applicable (provided that, if one or more Beneficial Owners are claiming the portfolio interest exemption, the United States Tax Compliance Certificate may be made provided by such Non-U.S. Lender on behalf of such Beneficial Owner), and/or (z) any other form prescribed by applicable U.S. federal income Tax laws (including the United States Treasury Regulations) as a basis for claiming a complete exemption from, or a reduction in, U.S. federal withholding Tax on any payments to such Lender under the Credit Documents, in each case properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or reduced rate of, U.S. federal withholding Tax on payments by the Borrower under this Agreement, any Note or any other Loan Document, along with any other appropriate documentation establishing such exemption or reduction ; and (such as statements certifying qualification for exemption with respect to portfolio interest). In addition, each Lender agrees that from time to time after the Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will ii) deliver to the Borrower and the Administrative Agent two new accurate further originals of any such form or certification (or any applicable successor form) on or before the date that any such form or certification expires or becomes obsolete or inaccurate and complete original signed copies promptly after the occurrence of any event requiring a change in the applicable Internal Revenue Service most recent form establishing previously delivered by it to the Borrower; unless in any such exemption case any change in treaty, law or reduction (regulation has occurred prior to the date on which any such as statements certifying qualification for exemption delivery would otherwise be required that renders any such form inapplicable or would prevent such Lender from duly completing and delivering any such form with respect to portfolio interest) and any related documentation as may be required to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax if the Lender continues to be so entitledit. No Each Lender shall be required by this Section 3.03(b) to deliver a form or certificate that it is not legally entitled to deliver. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(b). The Borrower agrees to pay additional amounts and indemnify each Lender in the manner set forth in Section 3.03(a) in respect of any Taxes deducted or withheld by it as a result of any changes after the date such Lender becomes party to this Agreement in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender or Administrative Agent that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed by applicable law, to promptly notify the Borrower and the Administrative Agent at any time it determines that it is no longer in a position to provide any previously delivered form or certification to the Borrower or the Administrative Agent. (e) If a payment made to a Lender under this Agreement or any other Credit Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 or any successor form, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c). (d) If any Lender, in its reasonable discretion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes as to which indemnification has been paid by the Borrower pursuant to this Section 3.03, it shall promptly remit such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses to the Borrower; provided, however, that the Borrower agrees to promptly return any such refund (plus interest) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide deliver to the Borrower Withholding Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Withholding Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Withholding Agent as may be necessary for the Withholding Agent to comply with a copy its obligations under FATCA, to determine that such Lender has or has not complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.4(e), “FATCA” shall include any notice amendments made to FATCA after the date of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refundthis Agreement.

Net Payments. (a) Except as provided for in Section 3.03(b)required by law, all payments made by the Borrower hereunder, or on behalf of a Credit Party under any Note this Agreement or any other Loan Document, including all payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will Credit Document shall be made free and clear of, and without deduction or withholding forfor or on account of, any present current or future income, stamp or other taxes, levies, imposts, duties, charges, fees, assessments deductions or other charges of whatever nature withholdings, now or hereafter imposed imposed, levied, collected, withheld or assessed by any Governmental Authority (including any interest, additions to tax and penalties applicable thereto) (collectively, “Taxes”) excluding in the case of each Lender and each Agent and, except as otherwise provided in Section 5.4(f), (A) net income Taxes and franchise Taxes (imposed in lieu of net income Taxes) imposed on such Agent or such Lender as a result of (i) such Agent or such Lender having been organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax or by (ii) a present or former connection between such Agent or such Lender and the jurisdiction imposing such Tax or any political subdivision or taxing authority thereof or therein with respect to (other than any such payments (but excludingconnection arising from such Agent or such Lender having executed, with respect to the Administrative Agentdelivered or performed its obligations or received a payment under, or enforced, or engaged in any Lenderother transactions pursuant to, this Agreement or any other recipient of any payment made by the Borrower hereunderCredit Document), (i) any tax imposed on or measured by the net income or net profits of such Person and franchise taxes imposed on it pursuant to the laws of the jurisdiction under which such Lender is organized or the jurisdiction in which the principal office or Applicable Lending Office of such Lender, as applicable, is located or in which it is otherwise doing business or any subdivision thereof or therein, and (iiB) any branch profits Taxes imposed by the United States of America or any similar taxes Tax imposed by any other jurisdiction described in which such Person is locatedclause (A)(i) or (A)(ii) and all interest(C) any withholding Tax imposed pursuant to FATCA (collectively, penalties or similar liabilities with respect to such non-excluded taxes, levies imposts, duties, fees, assessments or other charges other than those resulting from the gross negligence or willful misconduct of the Administrative Agent, any Lender, or any other recipient of any payment made by the Borrower hereunder (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Excluded Taxes”). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under any Note or under any other Loan Document, after withholding or deduction of any Taxes will not be less than the amount provided for herein or in such Note or in such other Loan Document. The Borrower will indemnify and hold harmless any Lender, and reimburse such Lender upon its written request, for the amount of any non-Excluded Taxes imposed on and paid or with respect to any payment by such Lender. The Borrower will furnish or on account of any obligation of any Credit Party under Credit Documents (“Non-Excluded Taxes”) are required to be withheld by a Withholding Agent from any amounts payable under this Agreement or any other Credit Document, the applicable Credit Party shall increase the amounts payable to the Administrative Agent within 45 days or such Lender to the extent necessary to yield to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes including those applicable to any amounts payable under this Section 5.4) interest or any such other amounts payable hereunder at the date rates or in the amounts specified in such Credit Document. Whenever any withholding Taxes are payable by any Credit Party in respect of amounts payable under any Credit Document, promptly thereafter, the applicable Credit Party 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, if available (or other evidence acceptable to such Lender, acting reasonably) received by the applicable Credit Party showing payment thereof. The agreements in this Section 5.4 shall survive the termination of this Agreement and the payment of any Taxes, or any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts, or the Loans and all other evidence reasonably satisfactory to the respective Lender, evidencing such payment by the Borroweramounts payable hereunder. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide to the Borrower and the Administrative Agent on or prior to the Closing Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Section), on or prior to the date of such assignment or transfer to such Lender, and from time to time thereafter if required by the Borrower or the Administrative Agent two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP or W-8IMY (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the payment) certifying to such Lender’s entitlement to exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this Agreement, any Note or any other Loan Document, along with any other appropriate documentation establishing such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest). In addition, each Lender agrees Credit Party shall pay any present or future stamp, court, documentary, filing, mortgage, recording, property or intangible taxes, charges or similar levies (including any interest, additions to tax and penalties) that arise from time to time after any payment made by such Credit Party hereunder or under any other Credit Documents or from the Closing Dateexecution, when delivery or registration or recordation of, from the receipt or perfection of a lapse in time security interest or change in circumstances renders the previous certification obsolete performance under, or inaccurate in any material respect, it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service form establishing such exemption or reduction (such as statements certifying qualification for exemption otherwise with respect to portfolio interest) and to, this Agreement or the other Credit Documents, except any related documentation as may be required to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax if the Lender continues to be so entitled. No Lender shall be required by this Section 3.03(b) to deliver a form or certificate that it is not legally entitled to deliver. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(b). The Borrower agrees to pay additional amounts and indemnify each Lender in the manner set forth in Section 3.03(a) in respect of any Taxes deducted or withheld by it taxes imposed as a result of any changes after a present or former connection between an assignee and the date jurisdiction imposing such Lender becomes tax (other than a connection arising solely from an assignee having executed, delivered, become a party to this Agreement to, performed its obligations under, received or perfected a security interest under, engaged in any applicable law, treaty, governmental rule, regulation, guideline or ordertransaction pursuant to, or in the interpretation thereof, relating enforced this Agreement) with respect to the deducting or withholding of income or similar an assignment (other than an assignment requested by a Credit Party) (hereinafter referred to as “Other Taxes”). (c) Each (i) Subject to Section 5.4(f), the Credit Parties shall jointly and severally indemnify each Lender and each Agent for and hold them harmless against the full amount of Non-Excluded Taxes and Other Taxes payable or paid by such Lender or Administrative Agent that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed by applicable law, to the Borrower and the Administrative Agent (as applicable), the case may be) or required to be withheld or deducted from a properly completed and duly executed Internal Revenue Service Form W-9 payment to such Lender or Agent (as the case may be) that are imposed or asserted (whether or not correctly or legally asserted) by any successor form, certifying that such Person is exempt from United States backup withholding tax jurisdiction (including on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay any additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver indemnities payable under this Section 3.03(c). 5.4) and any liability (dincluding penalties, additions to tax, interest and expenses) If arising therefrom or with respect thereto; provided that if any Lender, in its reasonable discretion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes as to which indemnification has been paid by the Borrower claim pursuant to this Section 3.035.4(c)(i) is made later than 180 days after the date on which the relevant Lender or Agent had actual knowledge of the relevant Non-Excluded Taxes or Other Taxes, it then the Credit Parties shall promptly remit such refund (including not be required to indemnify the applicable Lender or Agent for any interest received penalties which accrue in respect thereof), net of all outsuch Non-of-pocket costs and expenses to Excluded Taxes or Other Taxes after the Borrower; provided, however, that 180th day. This indemnification shall be made within 30 days from the Borrower agrees to promptly return any such refund (plus interest) to date such Lender in or such Agent (as the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained thereincase may be) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refundmakes written demand therefor.

Net Payments. (a) Except as provided for in Section 3.03(b), all All payments made by the a Borrower hereunder, under any Note or any other Loan Credit Document, including will be made without deduction, withholding, setoff, counterclaim or other defense. Except as provided in Section 4.04(b), all such payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing tax- ing authority thereof or therein with respect to such payments (but excluding, with respect to except as provided in the Administrative Agentsecond succeeding sentence, any Lender, or any other recipient of any payment made by the Borrower hereunder, (i) any tax imposed on or measured by the net income or net profits of such Person and franchise taxes imposed on it a Bank pursuant to the laws of the jurisdiction under in which such Lender it is organized or the jurisdiction in which the principal office or Applicable Lending Office applicable lending office of such Lender, as applicable, Bank is located or in which it is otherwise doing business or any subdivision thereof or therein, and (ii) any branch profits or similar taxes imposed by any jurisdiction in which such Person is located) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies levies, imposts, duties, fees, assessments or other charges other than those resulting from the gross negligence or willful misconduct of the Administrative Agent, any Lender, or any other recipient of any payment made by the Borrower hereunder (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “"Taxes”"). If any Taxes are so levied or imposed, the respective Borrower agrees to pay the full amount of such Taxes Taxes, and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under any Note this Agreement or under any other Loan DocumentNote, after withholding or deduction for or on account of any Taxes will not be less than the amount provided for herein or in such Note or in such other Loan DocumentNote. The Borrower will indemnify and hold harmless any Lender, and reimburse such Lender upon its written request, for the amount of any Taxes imposed on and paid by such Lender. The Each Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes, or any withholding or deduction on account thereof, Taxes is due pursuant to applicable law certified copies of tax receipts, or other evidence reasonably satisfactory to the respective Lender, receipts evidencing such payment by the such Borrower. (b) . Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide to the Borrower indemnify and the Administrative Agent on or prior to the Closing Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Section), on or prior to the date of such assignment or transfer to such Lenderhold harmless each Bank, and from time to time thereafter if required by reimburse such Bank upon its written request, for the Borrower or the Administrative Agent two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP or W-8IMY (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the payment) certifying to such Lender’s entitlement to exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this Agreement, any Note or any other Loan Document, along with any other appropriate documentation establishing such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest). In addition, each Lender agrees that from time to time after the Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service form establishing such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest) and any related documentation as may be required to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax if the Lender continues to be so entitled. No Lender shall be required by this Section 3.03(b) to deliver a form or certificate that it is not legally entitled to deliver. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(b). The Borrower agrees to pay additional amounts and indemnify each Lender in the manner set forth in Section 3.03(a) in respect amount of any Taxes deducted so levied or withheld imposed and paid by it as a result of any changes after the date such Lender becomes party to this Agreement in any applicable law, treaty, governmental rule, regulation, guideline Bank. -81- -23- or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar such Taxes. (c) Each Lender or Administrative Agent that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed by applicable law, to the Borrower and the Administrative Agent (as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 or any successor form, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c). (d) If any Lender, in its reasonable discretion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes as to which indemnification has been paid by the Borrower pursuant to this Section 3.03, it shall promptly remit such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses to the Borrower; provided, however, that the Borrower agrees to promptly return any such refund (plus interest) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refund.

Net Payments. (a) Except as provided for in Section 3.03(b), Any and all payments made by the Borrower Borrowers hereunder, under the Revolving Loans or under the Letters of Credit to or for the benefit of any Note Lender or any other Loan Document, including all payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will Agent shall be made free and clear of, of and without deduction or withholding for, for any and all present or future taxes, levies, imposts, dutiesdeductions, feescharges or withholdings and penalties, assessments or interests and all other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein liabilities with respect to such payments thereto (but "TAXES"), including any Taxes imposed under Section 7701(l) of the Internal Revenue Code, excluding, with respect to the Administrative Agent, any Lender, or any other recipient of any payment made by the Borrower hereunder, (i) any tax in the case of each such Lender or the Agent, taxes imposed on or measured by the its net income or net profits of such Person (including, without limitation, any taxes imposed on branch profits) and franchise taxes imposed on it pursuant to by the jurisdiction under the laws of the jurisdiction under which such Lender Lender, or the Agent (as the case may be) is organized or any political subdivision thereof, (ii) in the case of each Lender, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction in which the principal office or Applicable Lending Office of such Lender's applicable Lending Office or any political subdivision thereof, (iii) in the case of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender or the Agent, as applicable, is located or in which it is otherwise doing business or as of the Closing Date (other than any subdivision thereof or thereinTaxes imposed under Section 7701(l) of the Internal Revenue Code), and (iiiv) if any branch profits Person acquires any interest in this Credit Agreement, any Revolving Loan or similar taxes imposed by any jurisdiction Letter of Credit pursuant to the provisions hereof, or a Foreign Lender or the Agent changes the office in which the Borrowing is made, accounted for or booked (any such Person is locatedperson, or such Foreign Lender or the Agent in that event, being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and all interest, penalties or similar liabilities with respect would apply to a payment to such non-excluded taxes, levies imposts, duties, fees, assessments or other charges other than those resulting from the gross negligence or willful misconduct Tax Transferee as of the Administrative Agentdate of the acquisition of such interest or change in office, any Lender, or any other recipient of any payment made by as the Borrower hereunder case may be (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges nonexcluded Taxes being hereinafter referred to collectively as “Taxes”"COVERED TAXES"). If the Borrowers shall be required by law to deduct any Covered Taxes are so levied from or imposedin respect of any sum payable hereunder, under any Revolving Loan or under any Letter of Credit to or for the Borrower agrees to pay benefit of any Lender or the full amount of such Taxes and such additional amounts Agent or any Tax Transferee, (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03A) the sum payable shall be increased as may be necessary so that every payment by it after making all required deductions of all amounts due hereunder, Covered Taxes (including deductions of Covered Taxes applicable to additional sums payable under any Note or under any other Loan Document, after withholding or deduction of any Taxes will not be less than the amount provided for herein or in this Section 4.10) such Note or in such other Loan Document. The Borrower will indemnify and hold harmless any Lender, and reimburse the Agent or such Lender upon its written requestTax Transferee, for as the case may be, receives an amount of any Taxes imposed on and paid by such Lender. The Borrower will furnish equal to the Administrative Agent within 45 days after sum it would have received had no such deductions been made, (B) the date Borrowers shall make such deductions and (C) the payment of any TaxesBorrowers shall, or any withholding or deduction on account thereofjointly and severally, is due pursuant pay the full amount so deducted to applicable law certified copies of tax receipts, the relevant taxation authority or other evidence reasonably satisfactory to the respective Lender, evidencing such payment by the Borrowerauthority in accordance with applicable law. (b) Each Lender In addition, the Borrowers agree, jointly and severally, to pay any present or future stamp, documentary, excise, privilege, intangible or similar levies that is not a United States person arise at any time or from time to time (as such term is defined in Section 7701(a)(30i) from any payment made under any and all Credit Documents, (ii) from the transfer of the Coderights of the Lender under any Credit Documents to any transferee, or (iii) for federal income tax purposes and that is entitled to claim an exemption from the execution or reduction in United States withholding tax delivery by the Borrowers of, or from the filing or recording or maintenance of, or otherwise with respect to a payment the exercise by Borrower agrees the Agent or the Lenders of their rights under, any and all Credit Documents (hereinafter referred to provide as "OTHER TAXES"). (c) The Borrowers, jointly and severally, indemnify each Lender, the Agent and any Tax Transferee for the full amount of (i) Covered Taxes imposed on or with respect to amounts payable hereunder, (ii) Other Taxes, and (iii) any Taxes (other than Covered Taxes imposed by any jurisdiction on amounts payable under this Section 4.10) paid by such Lender, or the Agent or such Tax Transferee, as the case may be, and any liability (including penalties, interest and expenses) arising solely therefrom or with respect thereto. Payment of this indemnification shall be made within 30 days from the date such Lender, the Agent or such Tax Transferee certifies and sets forth in reasonable detail the calculation thereof as to the Borrower amount and type of such Taxes. Any such certificate submitted by a Lender, the Administrative Agent or a Tax Transferee in good faith to the Borrowers shall, absent manifest error, be final, conclusive and binding on all parties. (d) Within 30 days after having received a receipt of Covered Taxes or prior Other Taxes, the Borrowers will furnish to the Agent the original or a certified copy of a receipt evidencing payment thereof. (e) On or before the Closing Date, each Foreign Lender shall deliver to the Agent and the Borrowers (i) two valid, duly completed copies of IRS Form 1001 or 4224 or successor applicable form, as the case may be, and any other required form, certifying in each case that such Foreign Lender is entitled to receive payments under this Credit Agreement or the Revolving Loans 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 Borrowers 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 Borrowers and the Agent, and such extensions or renewals thereof as may reasonably be requested by the Borrowers 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 Closing Date and prior to the date on which any such delivery would otherwise be required that renders all such forms inapplicable or that would prevent such Foreign Lender from duly completing and delivering any such form with respect to it, and such Foreign Lender advises the Borrowers and the Agent that it is not capable of receiving payments without any deduction or withholding at the Reduced Rate, or (ii) in the case of a Form W-8 or W-9, establishing an exemption from United States backup withholding tax. (f) If a Tax Transferee that is an assignee or transferee organized under the laws of a jurisdiction outside of the United States acquires an interest under in this Credit Agreement pursuant or any Revolving Loan or a Foreign Lender changes the office through which Loans are made, accounted for or booked, the transferor, or the applicable Foreign Lender, in the case of a change of office, shall cause such Tax Transferee to Section 11.06 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Section)agree that, on or prior to the effective date of such assignment acquisition or transfer to such Lenderchange, and from time to time thereafter if required by the Borrower or the Administrative Agent two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP or W-8IMY (or successor, substitute or other appropriate forms and, in as the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the payment) certifying to such Lender’s entitlement to exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this Agreement, any Note or any other Loan Document, along with any other appropriate documentation establishing such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest). In addition, each Lender agrees that from time to time after the Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respectmay be, it will deliver to the Borrower Borrowers and the Administrative Agent (i) two new accurate and complete original signed valid, duly completed copies of IRS Form 1001 or 4224 or successor applicable form, as the applicable Internal Revenue Service form establishing such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest) case may be, and any related documentation as may be other required to confirm or establish the entitlement of form, certifying in each case that such Lender to a continued exemption from or reduction in United States withholding tax if the Lender continues to be so entitled. No Lender shall be required by this Section 3.03(b) to deliver a form or certificate that it Tax Transferee is not legally entitled to deliver. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver receive payments under this Section 3.03(b). The Borrower agrees Credit Agreement and the Revolving Notes payable to pay additional amounts and indemnify each Lender in the manner set forth in Section 3.03(a) in respect of any Taxes deducted or withheld by it as a result of any changes after the date such Lender becomes party to this Agreement in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting without deduction or withholding of income or similar Taxes. (c) Each Lender or Administrative Agent that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes shall deliver or with such withholding imposed at a Reduced Rate; and (ii) a valid, duly completed IRS Form W-8 or W-9 or successor applicable form, as the time(s) and in the manner(s) prescribed by applicable lawcase may be, to the Borrower and the Administrative Agent (as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 or any successor form, certifying that such Person is exempt establish an exemption from United States backup withholding tax on payments made hereundertax. The Borrower shall not be obligated Each Tax Transferee that delivers to the Borrowers and the Agent a Form 1001 or 4224, and Form W-8 or W-9 and any other required form, pursuant to Section 3.03(athe next preceding sentence, further undertakes to deliver two further copies of the said Form 1001 or 4224 and Form 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 Borrowers and the Agent, and such extensions or renewals thereof as may reasonably be requested by the Borrowers and the Agent, certifying (i) in the case of a Form 1001 or 4224 that such Tax Transferee is entitled to pay additional amounts receive payments under this Restated Agreement without deduction or withholding of any United States federal income taxes or with such withholding imposed at the Reduced Rate, unless any change in treaty, law or regulation or official interpretation thereof has occurred after the effective date of such acquisition or change and prior to the date on account of which any such delivery would otherwise be required that renders all such forms inapplicable or indemnify that would prevent such Tax Transferee from duly completing and delivering any such form with respect to Taxes to it, and such Tax Transferee advises the extent that such Taxes arise solely due to a Person’s failure to deliver forms Borrowers and the Agent that it was legally entitled is not capable of receiving payments (a) without any deduction or withholding of United States federal income tax or (b) with such withholding at the Reduced Rate, as the case may be, or (ii) in the case of a Form W-8 or W-9, establishing an exemption from United States backup withholding tax. (g) If any Taxes for which the Borrowers would be required to but failed to deliver make payment under this Section 3.03(c)4.10 are imposed, each Lender or the Agent, as the case may be, shall use its reasonable best efforts to avoid or reduce such Taxes by taking any appropriate action (including, without limitation, assigning its rights hereunder to a related entity or a different office) which would not in the sole opinion of such Lender or Agent be otherwise disadvantageous to such Lender or the Agent, as the case may be. (dh) If any Lender, in its reasonable discretion, determines that it has finally and irrevocably received or been granted a refund in respect Without prejudice to the survival of any Taxes as to which indemnification has been paid by other agreement of the Borrower pursuant to Borrowers hereunder, the agreements and obligations of the Borrowers contained in this Section 3.03, it 4.10 shall promptly remit such refund (including any interest received survive the payment in respect thereof), net full of all out-of-pocket costs and expenses to the Borrower; provided, however, that the Borrower agrees to promptly return any such refund (plus interest) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refundObligations.

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

Net Payments. (a) Except as provided for in Section 3.03(b4.11(e), any and all payments made by the Borrower (or any other Credit Party on its behalf) hereunder, under the Loans, under the Letters of Credit or under the Guaranties to or for the benefit of any Note Lender, the Issuing Bank or any other Loan Document, including all payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will Agent shall be made free and clear of, of and without deduction or withholding for, for any and all present or future taxes, levies, imposts, dutiesdeductions, feescharges or withholdings and penalties, assessments or interests and all other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein liabilities with respect to such payments thereto (but "Taxes"), excluding, with respect to the Administrative Agent, any Lender, or any other recipient of any payment made by the Borrower hereunder, (i) in the case of each such Lender, the Issuing Bank or each such Agent, taxes imposed on its net income (including, without limitation, any tax taxes imposed on branch profits) and franchise taxes (that are imposed on or computed by reference to net income) imposed on it by the jurisdiction under the laws of which such Lender, the Issuing Bank or such Agent is organized or any political subdivision thereof, and (ii) in the case of each Lender, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction of such Lender's Applicable Lending Office or any political subdivision thereof (all such nonexcluded Taxes being hereinafter referred to as "Covered Taxes"). Except as provided in Section 4.11(e), if the Borrower or any Credit Party shall be required by law to deduct any Covered Taxes from or in respect of any sum payable hereunder, under any Loan, under any Letter of Credit or under the Guaranties to or for the benefit of any Lender, the Issuing Bank or any Agent, (A) the sum payable shall be increased as may be necessary so that after making all required deductions of Covered Taxes (including deductions of Covered Taxes applicable to additional sums payable under this Section 4.11) such Lender, the Issuing 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, (B) the Borrower shall make such deductions and (C) the Borrower shall pay the full amount so deducted to the relevant taxation authority or other authority in accordance with applicable law. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse any Lender, the Issuing Bank or any Agent, within thirty days of the date of the written request of such Lender, the Issuing Bank or such Agent, as the case may be, for taxes imposed on or measured by the net income or net profits of such Person and franchise taxes imposed on it Lender, the Issuing Bank or such Agent pursuant to the laws of the jurisdiction under which such Lender is organized or the jurisdiction in which the principal office or Applicable Lending Office of such Lender, as applicable, the Issuing Bank or such Agent is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which it the principal office or Applicable Lending Office of such Lender, the Issuing Bank or such Agent is otherwise doing business or located and for any subdivision thereof or therein, and (ii) any branch profits withholding of income or similar taxes imposed by the United States as such Lender, the Issuing Bank or such Agent shall determine are payable by, or withheld from, such Lender, the Issuing Bank or such Agent in respect of such amounts so paid to or on behalf of such Lender, the Issuing Bank or such Agent pursuant to the preceding sentence and in respect of any jurisdiction amounts paid to or on behalf of such Lender, the Issuing Bank or such Agent pursuant to this sentence ("Second Tier Taxes"). The written request referred to in which the preceding sentence shall certify and set forth in reasonable detail the calculation of the payment and specify the type of such Person is located) Taxes. Any such certificate submitted in good faith to the Borrower shall, absent manifest error, be final, conclusive and binding on all interestparties; provided, penalties or similar liabilities however, that notwithstanding any of the foregoing with respect to such nonthe above-excluded taxesreferenced calculations, levies impostsnone of the Lenders, dutiesthe Issuing Bank or the Agents shall be obligated to provide any information with respect to its assets, fees, assessments income or other charges operations other than those resulting from the gross negligence assets, income or willful misconduct of the Administrative Agentoperations solely attributable to this Agreement, any LenderLoan, any Letter of Credit, or any other recipient of any payment made by the Borrower hereunder Guaranty. (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposedb) In addition, the Borrower agrees to pay any present or future stamp, documentary, excise, privilege, intangible or similar levies that arise at any time or from time to time (i) from any payment made under any and all Credit Documents, (ii) from the transfer of the rights of any Lender (other than a Defaulting Lender) under any Credit Documents to any transferee pursuant to Section 4.12, or (iii) from the execution or delivery by the Borrower of, or from the filing or recording or maintenance of, or otherwise with respect to the exercise by any Agent or the Lenders of their rights (subject to the provisions of Section 4.11(a), excluding transfers pursuant to Section 11.6) under, any and all Credit Documents (hereinafter referred to as "Other Taxes"). (c) Except as provided in Section 4.11(e), the Borrower shall indemnify, to the extent not previously withheld and paid to the relevant taxation authority or other authority in accordance with applicable law, each Lender, the Issuing Bank and each Agent for the full amount of such Taxes and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03i) as may be necessary so that every payment by it of all amounts due hereunder, under any Note or under any other Loan Document, after withholding or deduction of any Taxes will not be less than the amount provided for herein or in such Note or in such other Loan Document. The Borrower will indemnify and hold harmless any Lender, and reimburse such Lender upon its written request, for the amount of any Covered Taxes imposed on or with respect to amounts payable hereunder, (ii) Other Taxes, and (iii) any Second Tier Taxes (other than Covered Taxes imposed by any jurisdiction on amounts payable under this Section 4.11) paid by such Lender, the Issuing Bank or such Agent, as the case may be, and any liability (including penalties, interest and expenses) arising solely therefrom or with respect thereto. The Payment of this indemnification shall be made within 30 days from the date such Lender, the Issuing Bank or any Agent certifies and sets forth in reasonable detail the calculation thereof as to the amount and type of such Taxes. Any such certificate submitted by any Lender, the Issuing Bank or any Agent in good faith to the Borrower shall, absent manifest error, be final, conclusive and binding on all parties; provided, however, that notwithstanding any of the foregoing with respect to the above-referenced calculations, none of the Lenders, the Issuing Bank or the Agents shall be obligated to provide any information with respect to its assets, income or operations other than assets, income or operations solely attributable to this Agreement, any Loan, any Letter of Credit, or any Guaranty. (d) Within 30 days after having received a receipt of Covered Taxes or Other Taxes, the Borrower will furnish to the Administrative Agent within 45 days after the date the original or a certified copy of a receipt evidencing payment of any Taxes, or any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts, or other evidence reasonably satisfactory to the respective Lender, evidencing such payment by the Borrower. (be) Each Foreign Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide deliver to each of the Borrower and the Administrative Agent on or prior to the Closing Restatement Effective Date, or in the case of a Foreign Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 4.12 or 11.6 (unless the respective Foreign Lender was already a Lender hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Sectiontransfer), on or prior to the date of such assignment or transfer to such Foreign Lender, and from time to time thereafter if required by the Borrower or the Administrative Agent (i) two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP Form 4224 or W-8IMY 1001 (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the paymentsuccessor forms) certifying to such Foreign Lender’s 's entitlement to a complete exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this Agreement, any Note and all Credit Documents or any other Loan Document, along with any other appropriate documentation establishing such exemption (ii) if the Foreign Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code and cannot deliver either Internal Revenue Service Form 1001 or reduction 4224 pursuant to clause (such as statements certifying qualification for exemption i) above with respect to portfolio any payments of interest), (x) a certificate substantially in the form of Exhibit L (any such certificate, a "Section 4.11(e) Certificate") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8 (or successor form) certifying to such Foreign Lender's entitlement to a complete exemption from United States withholding tax with respect to payments of interest to be made under any and all Credit Documents. In addition, each Foreign Lender agrees that from time to time after the Closing Restatement Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service form establishing Form 4224 or 1001, or Form W-8 and a Section 4.11(e) Certificate, as the case may be, and such exemption or reduction (such as other forms and statements certifying qualification for exemption with respect to portfolio interest) and any related documentation as may be required in order to confirm or establish the entitlement of such Foreign Lender to a continued exemption from or reduction in United States withholding tax if with respect to payments under any and all Credit Documents or it shall immediately notify the Lender continues Borrower and the Administrative Agent of its inability to be so entitled. No deliver any such Form or Certificate, in which case such Foreign Lender shall not be required by to deliver any such Form or Certificate pursuant to this Section 3.03(b4.11(e). Notwithstanding anything to the contrary contained in Section 4.11(a) and (c), but subject to deliver a form or certificate that the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Foreign Lender for U.S. Federal income tax purposes to the extent that such Foreign Lender has not legally entitled provided to deliver. The the Borrower Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 3.03(a4.11(a) and (c) hereof to pay additional amounts on account indemnify or to gross-up payments to be made to a Foreign Lender in respect of income or indemnify with respect similar taxes imposed by the United States if (I) such Foreign Lender has not provided to Taxes the Borrower the forms or statements required to be provided to the Borrower pursuant to this Section 4.11(e) or (II) in the case of a payment, other than interest, to a Foreign Lender described in clause (ii) above, to the extent that such Taxes arise solely due forms or statements do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under the contrary contained in the preceding sentence or elsewhere in this Section 3.03(b4.11 and except as set forth in Section 11.6(b). The , the Borrower agrees to pay additional amounts and to indemnify each Lender Lender, the Issuing Bank and each Agent in the manner set forth in Section 3.03(a4.11(a) and (c) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any Taxes amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes after the date such Lender becomes party to this Agreement Restatement Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (cf) Each Lender If any Taxes for which the Borrower would be required to make payment under this Section 4.11 are imposed, the Lender, the Issuing Bank or Administrative the Agent, as the case may be, shall use its reasonable best efforts to avoid or reduce such Taxes by taking any appropriate action (including, without limitation, assigning its rights hereunder to a related entity or a different office) which would not in the sole opinion of such Lender, the Issuing Bank or such Agent that is a United States person be otherwise disadvantageous to such Lender, the Issuing Bank or such Agent, as the case may be. (as such term is defined in Section 7701(a)(30g) Without prejudice to the survival of any other agreement of the Code) for federal income tax purposes shall deliver at Borrower hereunder, the time(s) agreements and in the manner(s) prescribed by applicable law, to obligations of the Borrower contained in this Section 4.11 shall survive the payment in full of the Obligations. (h) If the Borrower pays any additional amount under this Section 4.11 to a Lender and the Administrative Agent (as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 such Lender determines in its sole discretion that it has actually received or realized in connection therewith any refund or any successor formreduction of, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify credit against, its liabilities with respect to Taxes in or with respect to the extent taxable year in which the additional amount is paid, such Lender shall pay to the Borrower an amount that the Lender shall, in its sole discretion, determine is equal to the net benefit, after tax, which was obtained by the Lender in such Taxes arise solely due to year as a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c)consequence of such refund, reduction or credit. (di) If Notwithstanding any provision of this Agreement to the contrary, Section 4.11 is the only provision of this Agreement that requires the Borrower (or any Credit Party) to make any payment to a Lender, in its reasonable discretionan Agent, determines that it has finally the Issuing Bank, or any of their successors and irrevocably received or been granted a refund in respect assigns, by reason of any Taxes as to which indemnification has been paid by Tax imposed upon a Lender, an Agent, the Borrower pursuant to this Section 3.03Issuing Bank, it shall promptly remit such refund (including or any interest received in respect thereof), net of all out-of-pocket costs their successors and expenses to the Borrower; provided, however, that the Borrower agrees to promptly return any such refund (plus interest) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refundassigns.

Net Payments. (a) Except as provided for in Section 3.03(b), all All payments made by the Borrower Borrowers hereunder, under any Note or any other Loan Credit Document, including will be made without setoff, counterclaim or other defense. Except as provided for in this Section 5.4(a), all such payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, with respect to the Administrative Agent, any Lender, Lender or any other recipient of any payment made by the Borrower hereundersuch payment, (i) any tax imposed on or measured by the net income (or any franchise tax based on net profits or gross income) of such Person and franchise taxes imposed on it recipient pursuant to the laws of the United States or of the jurisdiction (or any political subdivision or taxing authority thereof or therein) under which such Lender recipient is organized or the jurisdiction in which the principal office or Applicable Lending Office applicable lending office of such Lender, as applicable, is located or in which it is otherwise doing business or any subdivision thereof or therein, and (ii) any branch profits or similar taxes imposed by any jurisdiction in which such Person recipient is located) and all interest, penalties or similar liabilities with respect to such non-excluded taxesthereto (collectively, levies imposts, duties, fees, assessments or other charges other than those resulting from the gross negligence or willful misconduct of the Administrative Agent, any Lender, or any other recipient of any payment made by the Borrower hereunder (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, the Borrower agrees Borrowers agree to pay the full amount of such Taxes and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03after payment of all Taxes) as may be necessary so that every payment by it of all amounts due hereunder, under any Note or under any other Loan Credit Document, after withholding or deduction for or on account of any Taxes Taxes, will not be less than the amount provided for herein or in such Note or in such other Loan Credit Document, provided, however, that the Borrowers shall not be required to increase any such amounts payable to any Lender with respect to any Taxes (i) that are attributable to such Lender’s failure to comply with the requirements of Section 5.4(b) or (ii) that are United States withholding taxes imposed on amounts payable to such Lender at the time the Lender becomes a party to this Agreement (or designates a new lending office), except to the extent that such Lender (or its assignor, if any) was entitled, at the time of assignment (or designation of a new lending office), to receive additional amounts from the Borrowers with respect to such Taxes pursuant to this Section 5.4(a). The Borrower will indemnify and hold harmless any Lender, and reimburse such Lender upon its written request, for the amount of any Taxes imposed on and paid by such Lender. The Borrower Borrowers will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes, or any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts, or other evidence reasonably satisfactory to the respective Lender, receipts evidencing such payment by the BorrowerBorrowers. The Borrowers will indemnify and hold harmless the Administrative Agent and each Lender, and reimburse the Administrative Agent or such Lender upon its written request, for the amount of any Taxes levied or imposed and paid or withheld by the Administrative Agent or such Lender. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the CodeCode (a “Non-U.S. Lender”) for federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide deliver to the Borrower Borrowers and the Administrative Agent on or prior to the Closing Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Section), i) on or prior to the date of such assignment or transfer to such Lender, and from time to time thereafter if required by the Borrower or the Administrative Agent Lender becomes a Lender two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP Form W-8BEN or W-8IMY W-8ECI (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the paymentsuccessor forms) certifying to such Lender’s entitlement to a complete exemption from or United States withholding tax (or, upon the written consent of the Borrowers, a reduced rate of withholding of United States withholding tax tax) with respect to payments to be made under this Agreement, Agreement and under any Note or and under any other Loan Credit Document, along with any other appropriate documentation establishing such or (ii) if the Non-U.S. Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and is claiming an exemption or reduction (such as statements certifying qualification for exemption from U.S. withholding tax under Sections 871(h), 881(c) and/or 1441(c)(9) of the Code with respect to payments of “portfolio interest,” (x) a duly executed certificate substantially in the form of Exhibit G (any such certificate, an “Exemption Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN or W-8ECI (or successor forms). In addition, each Non-U.S. Lender agrees that from time to time after upon the Closing Date, reasonable request by the Borrowers or the Administrative Agent when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrower Borrowers and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service relevant form establishing or Exemption Certificate, as the case may be, and such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest) and any related documentation other forms as may be required in order to confirm conform or establish the entitlement of such Non-U.S. Lender to a continued complete exemption from or reduction in United States withholding tax if the Lender continues to be so entitled. No Lender shall be required by this Section 3.03(b) to deliver a form or certificate that it is not legally entitled to deliver. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver payments under this Section 3.03(b). The Borrower agrees to pay additional amounts Agreement and indemnify each Lender in the manner set forth in Section 3.03(a) in respect of any Taxes deducted or withheld by it as a result of any changes after the date such Lender becomes party to this Agreement in any applicable law, treaty, governmental rule, regulation, guideline or orderNote, or in it shall immediately notify the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender or Administrative Agent that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed by applicable law, to the Borrower Borrowers and the Administrative Agent (as applicable)of its inability to deliver any such form or Exemption Certificate. Notwithstanding any other provision of this Section 5.4, a properly completed and duly executed Internal Revenue Service Form W-9 or any successor form, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower Non-U.S. Lender shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Person’s failure required to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c). (d) If any Lender, in its reasonable discretion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes as to which indemnification has been paid by the Borrower form pursuant to this Section 3.03, it shall promptly remit 5.4(b) that such refund (including any interest received in respect thereof), net of all outNon-of-pocket costs and expenses to the Borrower; provided, however, that the Borrower agrees to promptly return any such refund (plus interest) to such Lender in the event such U.S. Lender is required not legally able to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refunddeliver.

Net Payments. (a) Except as provided for in Section 3.03(b), all All payments made by the Borrower hereunder, Borrowers and the other Credit Parties hereunder and under any Note other Credit Document will be made without setoff, counterclaim or any other Loan Documentdefense. Except as provided in Section 5.04(b), including and except as required by applicable law, all such payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein therein, including any interest, penalties or similar liabilities with respect to such payments (but excludingbutthereto (collectively, with respect to the Administrative Agent, “Taxes”). If any Lender, or any other recipient of any payment made by the Borrower hereunder, Taxes (excluding (i) any tax or withholding on account of tax imposed on or measured by the net income or net profits of such Person a Lender or the Administrative Agent (as applicable) and any franchise taxes and branch profits taxes imposed on it pursuant to the laws of the jurisdiction under in which such Lender it is resident or organized or the jurisdiction in which the principal office or Applicable Lending Office applicable lending office of such Lender, Lender or the Administrative Agent (as applicable, ) is located or in which it is otherwise doing business or any political subdivision thereof or therein, or any tax imposed as a result of a present or former connection between such Lender or the Administrative Agent (as applicable) and the jurisdiction imposing such tax (other than connections arising only from such Lender or the Administrative Agent (as applicable) having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Credit Document, or sold or assigned an interest in any Loan or Credit Document), (ii) in the case of a Lender, any branch profits U.S. federal or similar taxes Netherlands withholding tax that is imposed by on amounts payable to such Lender at the time such Lender becomes a party hereto (or designates a new lending office), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from such U.S. Borrower with respect to such withholding tax pursuant to Section 5.04(a), (iii) in the case of a Lender, any jurisdiction in United Kingdom withholding tax that is required to be withheld or deducted from amounts payable to such Lender if, on the date on which such Person payment falls due, the payment could have been made without such deduction or withholding if the relevant Lender had been a Qualifying Lender, but on that date the relevant Lender is locatednot, or has ceased to be, a Qualifying Lender other than as a result of any change after the date on which it became a party hereto in (or in the interpretation, administration, or application of) any law or double taxation agreement or any published practice or published concession of any relevant taxing authority, (iv) taxes attributable to a Lender’s failure to comply with Section 5.04(e) and (ivv) any U.S. federal withholding tax imposed under FATCA (subparagraphs (i) through (ivv) together, “Excluded Taxes”)) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies levies, imposts, duties, fees, assessments or other charges other than those resulting from the gross negligence or willful misconduct of the Administrative Agent, any Lender, or any other recipient of any payment made by the Borrower hereunder (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “(all such Taxes, other than Excluded Taxes, “Indemnified Taxes”). If any Taxes are so levied or imposed, the respective Borrower (and any other Credit Party making the respective payment or which has guaranteed the obligations of the relevant Borrower) agrees to pay to the full amount of such Taxes, including Taxes and onrelevant Lender or Administrative Agent, as the case may be, such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.035.04(a) as may be necessary so that every payment by it of all amounts due hereunder, under any Note or under any other Loan Documentthat, after making such withholding or deduction for or on account of any Taxes, Indemnified Taxes (including any Indemnified Taxes on such additional amounts paid pursuant to this Section 5.04(a)), the net amount actually received by such Lender or Administrative Agent, as the case may be, in respect of each payment of amounts due under this Agreement will not be less than the amount provided for herein that would have been paidreceived if no such Indemnified Taxes had been withheld or in such Note deducted. TheIf any Borrower or in such other Loan Document. The Credit Party deducts or withholds any Taxes from any payments under this Agreement, the respective Borrower will indemnify and hold harmless any Lender(or other Credit Party) will, and reimburse such Lender upon its the Administrative Agent’s written request, for the amount of any Taxes imposed on and paid by such Lender. The Borrower will furnish to the Administrative Agent Agent, within 45 days after the date the payment of any Taxes, or any withholding or deduction on account thereof, Taxes is due pursuant to applicable law law, certified copies of tax receipts, receipts evidencing such payment by such Borrower (or other Credit Party) or other evidence of payment reasonably satisfactory to the respective Lender, evidencing such payment by the BorrowerAdministrative Agent. (b) Subject to Section 14.07, the U.S. Borrowers (jointly and severally) or the Dutch Borrowers (jointly and severally) or the UK Borrowers (jointly and severally), as applicable, agree (and the applicable Subsidiary Guarantors agree) to timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes. (c) Subject to Section 14.07, the U.S. Borrowers (jointly and severally) or the Dutch Borrowers (jointly and severally) or the UK Borrowers (jointly and severally) shall, as applicable, agree (and the applicable Subsidiary Guarantors agree) to indemnify each Lender or the Administrative Agent, as the case may be, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Lender or required to be withheld or deducted from a payment to such Lender and any reasonable expenses arising therefrom or with respect 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 delivered to the Company 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. (d) Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that is any Credit Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of Credit Parties, subject to Section 14.07, to do so), (ii) any taxes attributable to such Lender’s failure to comply with the provisions of Section 13.0413.05(e) relating to the maintenance of a United States person Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Credit Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such term is defined in Section 7701(a)(30payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this clause (d). (i) of the Code) for federal income tax purposes and Any Lender that is entitled to claim an exemption from or reduction in United States of withholding tax with respect to a payment by Borrower agrees to provide payments made under any Credit Document shall deliver to the Company and the Administrative Agent, at the time or times reasonably requested by the Company or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Company or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Company or the Administrative Agent as will enable the Company or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 5.04(e)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Borrower, (A) any Lender that is a U.S. Person shall deliver to the Company and the Administrative Agent on or prior to the Closing Date, or in the case of date on which such Lender becomes a Lender that is an assignee or transferee of an interest under this Agreement pursuant (and from time to Section 11.06 (unless time thereafter upon the respective Lender was already a Lender hereunder immediately prior to such assignment reasonable request of the Company or transfer and the Administrative Agent), executed originals of Internal Revenue Service Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Company and the Administrative Agent (in compliance with such number of copies as shall be requested by the provisions of this Section), recipient) on or prior to the date of on which such assignment or transfer to such Lender, Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter if required by upon the Borrower reasonable request of the Company or the Administrative Agent two accurate and complete original signed copies of Internal Revenue Service Forms W-8BENAgent), W-8ECI, W-8EXP or W-8IMY (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners whichever of the payment) certifying to such Lender’s entitlement to exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this Agreement, any Note or any other Loan Document, along with any other appropriate documentation establishing such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest). In addition, each Lender agrees that from time to time after the Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service form establishing such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest) and any related documentation as may be required to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax if the Lender continues to be so entitled. No Lender shall be required by this Section 3.03(b) to deliver a form or certificate that it following is not legally entitled to deliver. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(b). The Borrower agrees to pay additional amounts and indemnify each Lender in the manner set forth in Section 3.03(a) in respect of any Taxes deducted or withheld by it as a result of any changes after the date such Lender becomes party to this Agreement in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender or Administrative Agent that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed by applicable law, to the Borrower and the Administrative Agent (as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 or any successor form, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c). (d) If any Lender, in its reasonable discretion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes as to which indemnification has been paid by the Borrower pursuant to this Section 3.03, it shall promptly remit such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses to the Borrower; provided, however, that the Borrower agrees to promptly return any such refund (plus interest) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refund.:

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

Net Payments. (a) Except as provided for in Section 3.03(b)required by law, all payments made by the Borrower hereunder, or on behalf of a Loan Party under any Note this Agreement or any other Loan Document, including all payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will Credit Document shall be made free and clear of, and without deduction or withholding forfor or on account of, any present current or future income, stamp or other taxes, levies, imposts, duties, charges, fees, assessments deductions or other charges of whatever nature withholdings, now or hereafter imposed imposed, levied, collected, withheld or assessed by any Governmental Authority (including any interest, additions to tax and penalties applicable thereto) (collectively, “Taxes”) excluding in the case of each Lender and each Agent and, except as otherwise provided in Section 5.4(f), (i) net income Taxes and franchise Taxes (imposed in lieu of net income Taxes) imposed on such Agent or such Lender as a result of (A) such Agent or such Lender having been organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax or by (B) a present or former connection between such Agent or such Lender and the jurisdiction imposing such Tax or any political subdivision or taxing authority thereof or therein with respect to (other than any such payments (but excludingconnection arising from such Agent or such Lender having executed, with respect to the Administrative Agentdelivered or performed its obligations or received a payment under, or enforced, or engaged in any Lenderother transactions pursuant to, this Agreement or any other recipient of any payment made by the Borrower hereunderCredit Document), (i) any tax imposed on or measured by the net income or net profits of such Person and franchise taxes imposed on it pursuant to the laws of the jurisdiction under which such Lender is organized or the jurisdiction in which the principal office or Applicable Lending Office of such Lender, as applicable, is located or in which it is otherwise doing business or any subdivision thereof or therein, and (ii) any branch profits Taxes imposed by the United States of America or any similar taxes Tax imposed by any other jurisdiction described in which such Person is locatedclause (i)(A) or (i)(B), and all interest(iii) any withholding Tax imposed pursuant to FATCA (collectively, penalties or similar liabilities with respect to such non-excluded taxes, levies imposts, duties, fees, assessments or other charges other than those resulting from the gross negligence or willful misconduct of the Administrative Agent, any Lender, or any other recipient of any payment made by the Borrower hereunder (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Excluded Taxes”). If any such non-Excluded Taxes imposed on or with respect to any payment by or on account of any obligation of any Loan Party under Loan Documents (“Non-Excluded Taxes”) are required to be withheld by a Withholding Agent from any amounts payable under this Agreement or any other Credit Document, the applicable Loan Party shall increase the amounts payable to the Administrative Agent or such Lender to the extent necessary to yield to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes including those applicable to any amounts payable under this Section 5.4) interest or any such other amounts payable hereunder at the rates or in the amounts specified in such Credit Document. Whenever any withholding Taxes are so levied or imposedpayable by any Loan Party in respect of amounts payable under any Credit Document, promptly thereafter, the Borrower agrees applicable Loan Party shall send to pay the full amount Administrative Agent for its own account or for the account of such Taxes Lender, as the case may be, a certified copy of an original official receipt, if available (or other evidence acceptable to such Lender, acting reasonably) received by the applicable Loan Party showing payment thereof. The agreements in this Section 5.4 shall survive the termination of this Agreement and such additional the payment of the Loans and all other amounts payable hereunder. (b) In addition, each Loan Party shall pay any present or future stamp, court, documentary, filing, mortgage, recording, property or intangible taxes, charges or similar levies (including additional amounts any interest, additions to compensate for withholding on amounts paid pursuant to this Section 3.03tax and penalties applicable thereto) as may be necessary so that every arise from any payment made by it of all amounts due hereunder, under any Note such Loan Party hereunder or under any other Loan DocumentDocuments or from the execution, after withholding delivery or deduction registration or recordation of, from the receipt or perfection of any Taxes will not be less than a security interest or performance under, or otherwise with respect to, this Agreement or the amount provided for herein or in such Note or in such other Loan Document. The Borrower will Documents, except any taxes imposed as a result of a present or former connection between an assignee and the jurisdiction imposing such tax (other than a connection arising solely from an assignee having executed, delivered, become a party to, performed its obligations under, received or perfected a security interest under, engaged in any transaction pursuant to, or enforced this Agreement) with respect to an assignment (other than an assignment requested by a Loan Party) (hereinafter referred to as “Other Taxes”). (i) Subject to Section 5.4(f), the Loan Parties shall jointly and severally indemnify each Lender and each Agent for and hold them harmless any Lender, and reimburse such Lender upon its written request, for against the full amount of any Non-Excluded Taxes imposed on and Other Taxes payable or paid by such LenderLender or Agent (as the case may be) or required to be withheld or deducted from a payment to such Lender or Agent (as the case may be) that are imposed or asserted (whether or not correctly or legally asserted) by any jurisdiction (including on any additional amounts or indemnities payable under this Section 5.4) and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto. The Borrower will furnish to This indemnification shall be made within 30 days from the date such Lender or such Agent (as the case may be) makes written demand therefor. Such written demand for such indemnification shall be made no later than 180 days after the earlier of (1) the date on which the Administrative Agent within 45 days after or the applicable Lender, as the case may be, received written demand for payment of the applicable Indemnified Taxes from the relevant Governmental Authority or (2) the date on which the payment Administrative Agent or the applicable Lender, as the case may be, paid the applicable Indemnified Taxes; provided that failure or delay on the part of any the Administrative Agent or the applicable Lender, as the case may be, to make such written demand shall not constitute a waiver of the right of the Administrative Agent or the applicable Lender, as the case may be, to demand indemnity and reimbursement for such Indemnified Taxes, or any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts, or other evidence reasonably satisfactory except to the respective Lender, evidencing extent that such payment by failure or delay results in prejudice to the Borrower. (bii) Each Lender shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, the Administrative Agent against (x) any Non-Excluded Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of Loan Parties to do so), (y) any Taxes attributable to such ▇▇▇▇▇▇’s failure to comply with the provisions of Section 14.6(d)(ii) relating to the maintenance of a Participant Register and (z) any Excluded Taxes attributable to such Lender that are payable or paid by the Administrative Agent in connection with any Credit Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Credit Document against any amount due to the Administrative Agent under this clause (ii). (d) Each Lender shall, at such times as are reasonably requested by the Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any documentation prescribed by any Applicable Law or reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding or as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Each such Lender shall, whenever a lapse in time or change in circumstances renders such documentation obsolete, expired or inaccurate in any material 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 of its inability to do so. Notwithstanding anything herein to the contrary, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 5.4(d)(i)(w)-(y), 5.4(e) and 5.4(g) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Without limiting the foregoing to the extent permitted by law, in the case of the Borrower, each Lender that is not a United States person (as such term is defined in within the meaning of Section 7701(a)(30) of the CodeCode (a “Non-U.S. Lender”) for federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide shall: (i) deliver to the Borrower and the Administrative Agent on or prior before the date on which it becomes a party to the Closing Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Section), on or prior to the date of such assignment or transfer to such Lender, and from time to time thereafter if required by upon the request of the Borrower or the Administrative Agent Agent) two accurate and complete original signed properly executed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP or W-8IMY (or successor, substitute or other appropriate forms and, w) in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners Non-U.S. Lender claiming exemption from U.S. federal withholding Tax under Section 871(h) or 881(c) of the payment) certifying to such Lender’s entitlement to exemption from or a reduced rate of withholding of United States withholding tax Code with respect to payments of “portfolio interest,” United States Internal Revenue Service Form W-8BEN or W-8BEN-E (together with a certificate representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c)(3)(A) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code) substantially in the form of Exhibit K (a “United States Tax Compliance Certificate”)), (x) United States Internal Revenue Service Form W-8BEN, W-8BEN-E or Form W-8ECI, (y) to the extent a Non-U.S. Lender is not the Beneficial Owner (for example, where the Non-U.S. Lender is a partnership), United States Internal Revenue Service Form W-8IMY (or any successor forms) of the Non-U.S. Lender, accompanied by a Form W-8ECI, W-8BEN or W-8BEN-E, United States Tax Compliance Certificate, Form W-9, Form W-8IMY or any other required information from each Beneficial Owner, as applicable (provided that, if one or more Beneficial Owners are claiming the portfolio interest exemption, the United States Tax Compliance Certificate may be made provided by such Non-U.S. Lender on behalf of such Beneficial Owner), and/or (z) any other form prescribed by applicable U.S. federal income Tax laws (including the United States Treasury Regulations) as a basis for claiming a complete exemption from, or a reduction in, U.S. federal withholding Tax on any payments to such Lender under the Loan Documents, in each case properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or reduced rate of, U.S. federal withholding Tax on payments by the Borrower under this Agreement, any Note or any other Loan Document, along with any other appropriate documentation establishing such exemption or reduction ; and (such as statements certifying qualification for exemption with respect to portfolio interest). In addition, each Lender agrees that from time to time after the Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will ii) deliver to the Borrower and the Administrative Agent two new accurate and complete original signed further copies of the applicable Internal Revenue Service form establishing any such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest) and any related documentation as may be required to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax if the Lender continues to be so entitled. No Lender shall be required by this Section 3.03(b) to deliver a form or certificate certification (or any applicable successor form) on or before the date that any such form or certification expires or becomes obsolete or inaccurate and promptly after the occurrence of any event requiring a change in the most recent form previously delivered by it is not legally entitled to deliver. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(b). The Borrower agrees to pay additional amounts and indemnify each Lender in the manner set forth in Section 3.03(a) in respect of any Taxes deducted or withheld by it as a result of any changes after the date such Lender becomes party to this Agreement in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar TaxesBorrower. (ce) Each If a payment made to a Lender or Administrative Agent that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed by applicable law, to the Borrower and the Administrative Agent (as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 under this Agreement or any successor form, certifying that other Credit Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant Lender were to Section 3.03(a) fail to pay additional amounts on account comply with the applicable reporting requirements of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c). (d) If any Lender, in its reasonable discretion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes as to which indemnification has been paid by the Borrower pursuant to this Section 3.03, it shall promptly remit such refund FATCA (including any interest received those contained in respect thereof), net of all out-of-pocket costs and expenses to the Borrower; provided, however, that the Borrower agrees to promptly return any such refund (plus interest) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refund.Section

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

Net Payments. (a) All payments made by any Credit Party under any Credit Document (including, in the case of Holdings or the U.S. Borrower, in its capacity as a guarantor pursuant to Section 14 or 15, as the case may be) or under any Note will be made without setoff, counterclaim or other defense. Except as provided for in Section 3.03(b5.04(b), all such payments made by the Borrower hereunder, under any Note or any other Loan Document, including all payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, with respect to the Administrative Agent, any Lender, or any other recipient of any payment made by the Borrower hereunder, excluding (i) any tax imposed on or measured by the net income income, capital, or net profits of such Person and franchise taxes imposed on it a Lender pursuant to the laws of the jurisdiction under in which such Lender it is organized or the jurisdiction in which the principal office or Applicable Lending Office applicable lending office of such Lender, as applicable, Lender is located or in which it is otherwise doing business or any subdivision thereof or therein, therein and (ii) any branch profits or similar U.S. withholding tax that is imposed on amounts payable to such Lender with respect to any such payments of the U.S. Borrower at the time such Lender becomes party to this Agreement, except to the extent that such Lender's assignor (if any) was entitled, at the time of assignment, to receive additional amounts from the U.S. Borrower with respect to such withholding taxes imposed by any jurisdiction in which such Person is locatedpursuant to this paragraph 5.04(a)) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies imposts, duties, fees, assessments or other charges other than those resulting from the gross negligence or willful misconduct of the Administrative Agent, any Lender, or any other recipient of any payment made by the Borrower hereunder thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “"Taxes”"). If any Taxes are so levied or imposed, the respective Borrower agrees (or other Credit Party making the payment) shall, subject to the limitations with respect to the application of this Section 5.04 set forth in the first sentence of Section 2.12(a) and in the penultimate sentence of Section 13.04(b), pay the full amount of such Taxes to the appropriate Governmental Authority, and shall pay such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under any Note this Agreement or under any other Loan DocumentNote, after withholding or deduction for or on account of any Taxes Taxes, will not be less than the amount provided for herein or in such Note or in such other Loan DocumentNote. The respective Borrower (or Credit Party) will furnish to the Administrative Agent within 45 days after the date of the payment of any Taxes due pursuant to applicable law certified copies of tax receipts or, to the extent such tax receipts are not customarily provided by the relevant Governmental Authority, other evidence of payment of such Tax reasonably acceptable to the Lender, evidencing such payment by such Borrower (or the respective other Credit Party). The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 5.04, shall agree) to indemnify and hold harmless any each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes levied or imposed on and paid by such Lender. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes, or any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts, or other evidence reasonably satisfactory to the respective Lender, evidencing such payment by the Borrower. (b) Each Lender that is a Lender to the U.S. Borrower and that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide deliver to the U.S. Borrower and the Administrative Agent on or prior to the Closing Effective Date, or in the case of a Lender that is a Lender to the U.S. Borrower and that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 Sections 2.13 or 13.04 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Sectiontransfer), on or prior to the date of such assignment or transfer to such Lender, and from time to time thereafter if required by the Borrower or the Administrative Agent (i) two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP Form W-8ECI or W-8IMY Form W-8BEN (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the paymenta complete exemption under an income tax treaty) (or successor forms) certifying to such Lender’s 's entitlement as of such date to a complete exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this AgreementAgreement and under any Note, any Note or any other Loan Document, along with any other appropriate documentation establishing such exemption (ii) if the Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or reduction Form W-8BEN (such as statements certifying qualification for exemption with respect to a complete exemption under an income tax treaty) pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a "Section 5.04(b)(ii) Certificate") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest)interest exemption) (or successor form) certifying to such Lender's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note. In addition, each Lender that is a Lender to the U.S. Borrower agrees that from time to time after the Closing Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the U.S. Borrower and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service form establishing such exemption or reduction Form W-8ECI, Form W-8BEN (such as statements certifying qualification for exemption with respect to the benefits of any income tax treaty), or Form W-8BEN (with respect to the portfolio interestinterest exemption) and any related documentation a Section 5.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax if with respect to payments under this Agreement and any Note, or it shall immediately notify the U.S. Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate, in which case such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 5.04(b); provided, however, in the event that the Lender continues cannot deliver any Form or Certificate which certifies to be so entitled. No Lender shall be required by this Section 3.03(b) to deliver a form or certificate that it is not legally entitled to deliver. The such Lender's complete exemption from United States withholding tax as of such date, the U.S. Borrower shall not be obligated pursuant to Section 3.03(a5.04(a) to pay additional gross-up payments to be made to such Lender in respect of United States withholding taxes except to the extent that the Lender's inability to provide the Form or Certificate is directly as a result of changes, after the date the Lender became a party to this Agreement, in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such United States withholding taxes. Notwithstanding anything to the contrary contained in Section 5.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the U.S. Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts on payable by the U.S. Borrower hereunder for the account of or indemnify with respect any Lender that is a Lender to Taxes the U.S. Borrower and which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Taxes arise solely due Lender has not provided to the U.S. Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the U.S. Borrower shall not be obligated pursuant to Section 5.04(a) hereof to gross-up payments to be made to a Lender’s failure Lender in respect of income or similar taxes imposed by the United States (including, without limitation, United States withholding taxes) if (I) such Lender has not provided to deliver forms that it was legally entitled the U.S. Borrower the Internal Revenue Service Forms required to but failed be provided to deliver under the U.S. Borrower pursuant to this Section 3.03(b5.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 5.04 and except as set forth in Section 13.04(b). The , the Borrower agrees to pay additional amounts and to indemnify each Lender in the manner set forth in Section 3.03(a5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any Taxes amounts deducted or withheld by it as described in the immediately preceding sentence (x) as a result of any changes after the Effective Date (or, if later, after the date such Lender becomes became party to this Agreement Agreement) in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxestaxes or (y) as a result of the purchase of a participation as required by Section 2.14 following the occurrence of a Sharing Event. (c) Each If any Borrower pays any additional amount under this Section 5.04 to a Lender and such Lender determines in its sole good faith discretion that it has actually received or Administrative Agent that is a United States person (as such term is defined realized in Section 7701(a)(30) of the Code) for federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed by applicable law, to the Borrower and the Administrative Agent (as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 connection therewith any refund or any successor formreduction of, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify credit against, its Tax liabilities in or with respect to Taxes the taxable year in which the additional amount is paid (a "Tax Benefit"), such Lender shall pay to such Borrower an amount that the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c). (d) If any LenderLender shall, in its reasonable sole good faith discretion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes as determine is equal to the net benefit, after tax, which indemnification has been paid was obtained by the Borrower pursuant to this Section 3.03, it shall promptly remit Lender in such refund (including any interest received in respect thereof), net year as a consequence of all out-of-pocket costs and expenses to the Borrowersuch Tax Benefit; provided, however, that (i) any Lender may determine, in its sole good faith discretion consistent with the policies of such Lender, whether to seek a Tax Benefit; (ii) any Taxes that are imposed on a Lender as a result of a disallowance or reduction (including through the expiration of any tax credit carryover or carryback of such Lender that otherwise would not have expired) of any Tax Benefit with respect to which such Lender has made a payment to such Borrower pursuant to this Section 5.04(c) shall be treated as a Tax for which such Borrower is obligated to indemnify such Lender pursuant to this Section 5.04 without any exclusions or defenses; (iii) nothing in this Section 5.04(c) shall require the Lender to disclose any confidential information to such Borrower (including, without limitation, its tax returns); and (iv) no Lender shall be required to pay any amounts pursuant to this Section 5.04(c) at any time which a Default or Event of Default exists. (d) Each Lender agrees to promptly return any use reasonable efforts (consistent with legal and regulatory restrictions and subject to overall policy considerations of such refund (plus interestLender) to such Lender file any certificate or document or to furnish to the Non-U.S. Borrower any information, in each case, as reasonably requested by the Non-U.S. Borrower that may be necessary to establish any available exemption from, or reduction in the event amount of, any Taxes; provided, however, that nothing in this Section 5.04(c) shall require a Lender to disclose any confidential information (including, without limitation, its tax returns or its calculations). (e) Each Tranche A TL Lender and each Multicurrency Facility RL Lender making Tranche A Term Loans or providing Multicurrency Facility Revolving Loan Commitments, as the case may be, on the Initial Borrowing Date shall have delivered to the Canadian Borrower and the Administrative Agent such certificates, forms, documents or other evidence as may be applicable and determined by the Canadian Borrower, acting reasonably, to be reasonably satisfactory to establish that such Lender is required a Canadian Resident on the Initial Borrowing Date (it being acknowledged that a representation by such Person that it is a Canadian Resident shall be deemed to repay be reasonably satisfactory evidence thereof if such refund representation is accompanied by an explanation of the basis for such status). (f) Notwithstanding the provisions of this Section 5.04, unless a Sharing Event shall have occurred or an Event of Default shall have occurred and be continuing, no amounts shall be payable pursuant to this Section 5.04 in respect of: (i) any payment made by the relevant taxing authority. Any such Canadian Borrower in respect of a Tranche A Term Loan, a Canadian Dollar Denominated Incremental Term Loan, a Multicurrency Facility Revolving Loan or Multicurrency Facility Letter of Credit to a Lender that is not a Canadian Resident at the time of the payment; and (ii) any payment made by the Canadian Borrower in respect of a Tranche B Term Loan to a Lender which does not deal at arm's length with the Canadian Borrower within the meaning of the Income Tax Act (Canada) at the time of the payment. (g) Unless a Sharing Event shall provide have occurred, each Tranche A TL Lender and each Multicurrency Facility RL Lender that ceases to be a Canadian Resident shall use commercially reasonable efforts to promptly (and in any event within 30 days thereof) notify the Canadian Borrower with in writing that it is not a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refundCanadian Resident.

Net Payments. (a) Except as provided for in Section 3.03(b), all All payments made by the Borrower hereunder, ------------ under any Note or any other Loan Credit Document, including will be made without setoff, counterclaim or other defense. Except as provided for in Section 4.04(b), all such payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments Governmental Authority (but excludingexcluding any tax, with respect interest, penalties or additions to the Administrative Agent, any Lender, or any other recipient of any payment made by the Borrower hereunder, (i) any tax imposed on or measured by the net income (or net profits of such Person and any franchise taxes tax measured by or imposed on it net income) of a Bank pursuant to the laws of the jurisdiction (or any political subdivision or taxing authority thereof or therein) under which such Lender Bank is organized or in which the principal office or applicable lending office of such Bank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office or Applicable Lending Office applicable lending office of such Lender, as applicable, is located or in which it is otherwise doing business or any subdivision thereof or therein, and (ii) any branch profits or similar taxes imposed by any jurisdiction in which such Person Bank is located) and all interest, penalties or similar liabilities with respect to such non-excluded taxesthereto (collectively, levies imposts, duties, fees, assessments or other charges other than those resulting from the gross negligence or willful misconduct of the Administrative Agent, any Lender, or any other recipient of any payment made by the Borrower hereunder (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “"Taxes”"). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under any Note or under any other Loan Credit Document, after withholding or deduction for or on account of any Taxes Taxes, will not be less than the amount provided for herein or in such Note or in such other Loan Credit Document. The If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower will indemnify and hold harmless any Lenderagrees to reimburse each Bank, and reimburse upon the written request of such Lender upon its written requestBank, for taxes imposed on or measured by the amount net income or profits of such Bank pursuant to the laws of the jurisdiction in which the principal office or applicable lending office of such Bank is located or under the laws of any Taxes political subdivision or taxing authority of any such jurisdiction in which the principal office or applicable lending office of such Bank is located and for any withholding of income or similar taxes imposed by the United States of America as such Bank shall determine are payable by, or withheld from, such Bank in respect of such amounts so paid to or on behalf of such Bank pursuant to the preceding sentence and in respect of any amounts paid by to or on behalf of such LenderBank pursuant to this sentence. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes, or any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts, or other evidence reasonably satisfactory to the respective LenderBank, evidencing such payment by the Borrower. The Borrower will indemnify and hold harmless the Administrative Agent and each Bank, and reimburse the Administrative Agent or such Bank upon its written request, for the amount of any Taxes so levied or imposed and paid or withheld by such Bank. (b) Each Lender that Bank which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal Federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide to the Borrower and the Administrative Agent on or prior to the Closing Effective Date, or in the case of a Lender Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 1.13 or Section 12.04 (unless the respective Lender Bank was already a Lender Bank hereunder immediately prior to such assignment or transfer and such Lender Bank is in compliance with the provisions of this SectionSection 4.04(b)), on or prior to the date of such assignment or transfer to such LenderBank, and from time to time thereafter if required by the Borrower or the Administrative Agent (i) two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP Form 4224 or W-8IMY 1001 (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the paymentsuccessor forms) certifying to such Lender’s Bank's entitlement to a complete exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this Agreement, any Note or any other Loan Credit Document, along with or (ii) if the Bank is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (i) above, (x) a certificate representing that such non-U.S. Bank is not a bank for purposes of Section 881(c) of the Code, is not a 10% shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a con- trolled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code) (any other appropriate documentation establishing such certificate, a "Section 4.04(b)(ii) Certificate") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8 (or successor form) certifying to such Bank's entitlement to a complete exemption or reduction (such as statements certifying qualification for exemption from United States withholding tax with respect to portfolio interest)payments of interest to be made under this Agreement, any Note or any other Credit Document. In addition, each Lender Bank agrees that from time to time after the Closing Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service form establishing Form 4224 or 1001, or Form W-8 and a Section 4.04(b)(ii) Certificate, as the case may be, and such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest) and any related documentation other forms as may be required in order to confirm or establish the entitlement of such Lender Bank to a continued exemption from or reduction in United States withholding tax if with respect to payments under this Agreement, any Note or any other Credit Document, or it shall immediately notify the Lender continues Borrower and the Administrative Agent of its inability to be so entitleddeliver any such Form or Certificate. No Lender Notwithstanding anything to the contrary contained in Section 4.04(a), but subject to Section 12.04(b) and the immediately succeeding sentence, (x) the Borrower shall be required by this Section 3.03(b) entitled, to deliver a form or certificate that the extent it is required to do so by law, to deduct or withhold income or other similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Bank which is not legally entitled a United States person (as such term is defined in Section 7701(a)(30) of the Code) for United States federal income tax purposes and which has not provided to deliver. The the Borrower such forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 3.03(a4.04(a) hereof to pay a Bank in respect of income or similar taxes imposed by the United States or any additional amounts on account of or indemnify with respect to Taxes thereto if such Bank has not provided to the extent that such Taxes arise solely due Borrower the Internal Revenue Service forms required to a Lender’s failure be provided to deliver forms that it was legally entitled the Borrower pursuant to but failed to deliver under this Section 3.03(b4.04(b). The Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 4.04 and except as specifically provided for in Section 12.04(b), the Borrower agrees to pay additional amounts and indemnify each Lender Bank in the manner set forth in Section 3.03(a4.04(a) in respect of any Taxes deducted or withheld by it as described in the previous sentence as a result of any changes after the date such Lender becomes party to this Agreement Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender If the Borrower determines in good faith that a reasonable basis exists for contesting any taxes for which indemnification has been demanded hereunder, the relevant Bank or the Administrative Agent, as applicable, shall cooperate with the Borrower in challenging such taxes at the Borrower's expense if so requested by the Borrower. If any Bank or the Administrative Agent, as applicable, receives a refund of a tax for which a payment has been made by the Borrower pursuant to this Agreement or receives any credit, relief or other tax benefit in connection therewith, which refund or benefit in the good faith judgment of such Bank or the Administrative Agent, as the case may be, is attributable to such payment made by the Borrower, then the Bank or the Administrative Agent, as the case may be, shall reimburse the Borrower for such amount as the Bank or Administrative Agent that is a United States person (Agent, as such term is defined in Section 7701(a)(30) the case may be, determines to be the proportion of the Code) for federal income refund or benefit as will leave it, after such reimbursement, in no better or worse position than it would have been in if the payment had not been required. A Bank or the Administrative Agent shall claim any refund or benefit that it determines is available to it, unless it concludes in its reasonable discretion that it would be adversely affected by making such a claim. Neither the Bank nor the Administrative Agent shall be obliged to disclose any information regarding its tax purposes shall deliver at the time(s) and in the manner(s) prescribed by applicable law, affairs or computations to the Borrower and the Administrative Agent (as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 or any successor form, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify in connection with respect to Taxes to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c4.04 (c). (d) If any LenderEach Bank represents and agrees that, on the date hereof and at all times during the term of this Agreement, it is not and will not be a conduit entity participating in its reasonable discretion, determines that it has finally a conduit financing arrangement (as defined in Section 7701(1) of the Code and irrevocably received or been granted a refund in the proposed regulations thereunder as of the date hereof) with respect of any Taxes as to which indemnification has been paid by the Borrowings hereunder unless the Borrower pursuant to this Section 3.03, it shall promptly remit such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses to the Borrower; provided, however, that the Borrower agrees to promptly return any such refund (plus interest) has consented to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refundarrangement prior thereto.

Net Payments. (a) Except as provided for in Section 3.03(b), all All payments made by the Borrower hereunder, hereunder or under any Note will be made without setoff, counterclaim or any other Loan Documentdefense. Except as provided in Section 4.04(b), including all such payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, with respect to except as provided in the Administrative Agentsecond succeeding sentence, any Lender, or any other recipient of any payment made by the Borrower hereunder, (i) any tax imposed on or measured by the net income or net profits of such Person and a Lender, or any franchise taxes imposed tax based on it the net income or net profits of a Lender, in either case pursuant to the laws of the United States of America or the jurisdiction under in which such Lender it is incorporated or organized or the jurisdiction in which the principal office or Applicable Lending Office applicable lending office of such Lender, as applicable, Lender is located or in which it is otherwise doing business or any subdivision thereof or therein, and (ii) any branch profits or similar taxes imposed by any jurisdiction in which such Person is located) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies imposts, duties, fees, assessments or other charges other than those resulting from the gross negligence or willful misconduct of the Administrative Agent, any Lender, or any other recipient of any payment made by the Borrower hereunder thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “"Taxes”"). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes Taxes, and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under any Note this Agreement or under any other Loan DocumentNote, after withholding or deduction for or on account of any Taxes Taxes, will not be less than the amount provided for herein or in such Note Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence of this Section 4.04(a), then the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for taxes imposed on or measured by the net income or net profits of such Lender, or any franchise tax based on the net income or net profits of such Lender, in either case pursuant to the laws of the jurisdiction in which such Lender is organized or in such other Loan Document. The Borrower will indemnify and hold harmless any Lender, and reimburse which the principal office or applicable lending office of such Lender upon its written request, for is located or under the amount laws of any Taxes imposed political subdivision or taxing authority of any such jurisdiction in which the principal office or applicable lending office of such Lender is located and for any withholding of income or similar 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 by to or on behalf of such LenderLender pursuant to this sentence. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes, or any withholding or deduction on account thereof, Taxes is due pursuant to applicable law certified copies of tax receipts, or other evidence reasonably satisfactory to the respective Lender, receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes and that is entitled makes Loans to claim an exemption from or reduction in United States withholding tax with respect to a payment by the Borrower agrees to provide deliver to the Borrower and the Administrative Agent on or prior to the Closing Effective Date, or in the case of a and each such Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 1.13 or 12.04 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer transfer) and that is not such Lender is in compliance with a United States person agrees to deliver to the provisions of this Section), Borrower and the Administrative Agent on or prior to the date of such assignment or transfer to such Lender, and from time to time thereafter if required by the Borrower or the Administrative Agent (i) two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP Form 4224 or W-8IMY 1001 (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the paymentsuccessor forms) certifying to such Lender’s 's entitlement as of such date to a complete exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this AgreementAgreement and under any Note, or (ii) if such Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any Note such certificate, a "Section 4.04(b)(ii) Certificate") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8 (or any other Loan Document, along with any other appropriate documentation establishing successor form) certifying such Lender's entitlement to a complete exemption or reduction (such as statements certifying qualification for exemption from United States withholding tax with respect to portfolio interest)payments of interest to be made under this Agreement and under any Note. In addition, each Lender described in the preceding sentence agrees that from time to time after the Closing Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service form establishing such exemption Form 4224 or reduction 1001 (such as statements certifying qualification for exemption with respect to portfolio interestor successor form), or Form W-8 (or successor form) and any related documentation a Section 4.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax if with respect to payments by the Lender continues Borrower under this Agreement and any Note, or it shall immediately notify the Borrower and the Administrative Agent of its inability to be so entitleddeliver any such Form or Certificate. No Lender Notwithstanding anything to the contrary contained in Section 4.04(a), but subject to Section 12.04(b) and the immediately succeeding sentence, (x) the Borrower shall be required by this Section 3.03(b) entitled, to deliver a form or certificate that the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Lender for US federal income tax purposes to the extent that such Lender has not legally entitled provided to deliver. The the Borrower US Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 3.03(a4.04(a) hereof to pay additional amounts on account gross-up payments to be made to a Lender in respect of income or indemnify with respect similar taxes imposed by the United States if (I) such Lender has not provided to Taxes the Borrower the Internal Revenue Service Forms required to be provided to the Borrower pursuant to this Section 4.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such Taxes arise solely due forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under the contrary contained in the preceding sentence or elsewhere in this Section 3.03(b4.04 and except as set forth in Section 12.04(b). The , the Borrower agrees to pay additional amounts and to indemnify each Lender in the manner set forth in Section 3.03(a4.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any Taxes amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes that are effective after the Effective Date (or, with respect to any assignee of any Lender, after the date on which the assignment to such Lender assignee becomes party to this Agreement effective) in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar such Taxes. (c) Each If the Borrower pays any additional amount under this Section 4.04 to a Lender and such Lender determines in its sole discretion that it has actually received or Administrative Agent that realized in connection therewith any refund or any reduction of, or credit against, its Tax liabilities in or with respect to the taxable year in which the additional amount is a United States person (as paid, such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes Lender shall deliver at the time(s) and in the manner(s) prescribed by applicable law, pay to the Borrower and an amount that the Administrative Agent (Lender shall, in its sole discretion, determine is equal to the net benefit, after tax, which was obtained by the Lender in such year as applicable)a consequence of such refund, reduction or credit. The decision as to whether a properly completed and duly executed Internal Revenue Service Form W-9 Lender claims any refund or credit or files any amended tax return shall be in the sole discretion of such Lender. Nothing in this Section 4.04(c) shall require a Lender to disclose or detail the basis of its calculation of the amount of any tax benefit or any successor form, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes other amount to the extent that such Taxes arise solely due Borrower or to any other party or to disclose or provide a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c)copy of any tax return. (d) If any Lender, in its reasonable discretion, determines that it has finally and irrevocably received or been granted a refund in respect The provisions of any Taxes as to which indemnification has been paid by the Borrower pursuant to this Section 3.03, it shall promptly remit such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses 4.04 are subject to the Borrower; provided, however, that the Borrower agrees to promptly return any such refund provisions of Section 12.15 (plus interest) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refundextent applicable).

Net Payments. (a) Except as provided for in Section 3.03(b), Any and all payments made by the Borrower Borrowers hereunder, under the Loans or under the Letters of Credit to or for the benefit of any Note Lender, the Issuing Bank or any other Loan Document, including all payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will Agent shall be made free and clear of, of and without deduction or withholding for, for any and all present or future taxes, levies, imposts, dutiesdeductions, feescharges or withholdings and penalties, assessments or interests and all other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein liabilities with respect to such payments thereto (but "Taxes"), including any Taxes imposed under Section 7701(l) of the Internal Revenue Code, excluding, with respect to the Administrative Agent, any Lender, or any other recipient of any payment made by the Borrower hereunder, (i) any tax in the case of each such Lender, the Issuing Bank or the Agent, taxes imposed on or measured by the its net income or net profits of such Person (including, without limitation, any taxes imposed on branch profits) and franchise taxes imposed on it pursuant to by the jurisdiction under the laws of the jurisdiction under which such Lender Lender, the Issuing Bank or the Agent (as the case may be) is organized or any political subdivision thereof, (ii) in the case of each Lender, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction in which the principal office or of such Lender's Applicable Lending Office or any political subdivision thereof, (iii) in the case of each such Lender, the Issuing Bank and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender, the Issuing Bank or Agent, as applicable, is located or in which it is otherwise doing business or as of the Closing Date (other than any subdivision thereof or thereinTaxes imposed under Section 7701(l) of the Internal Revenue Code), and (iiiv) if any branch profits Person acquires any interest in this Credit Agreement, any Loan or similar taxes imposed by any jurisdiction Letter of Credit pursuant to the provisions hereof, or a Foreign Lender or the Agent changes the office in which the Borrowing is made, accounted for or booked (any such Person is locatedperson, or such Foreign Lender or the Agent in that event, being referred to as a "Tax Transferee"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and all interest, penalties or similar liabilities with respect would apply to a payment to such non-excluded taxes, levies imposts, duties, fees, assessments or other charges other than those resulting from the gross negligence or willful misconduct Tax Transferee as of the Administrative Agentdate of the acquisition of such interest or change in office, as the case may be (all such nonexcluded Taxes being hereinafter referred to as "Covered Taxes"). If the Borrowers shall be required by law to deduct any Covered Taxes from or in respect of any sum payable hereunder, under any Loan or under any Letter of Credit to or for the benefit of any Lender, the Issuing Bank or the Agent or any other recipient of any payment made by Tax Transferee, (A) the Borrower hereunder (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) sum payable shall be increased as may be necessary so that every payment by it after making all required deductions of all amounts due hereunder, Covered Taxes (including deductions of Covered Taxes applicable to additional sums payable under any Note or under any other Loan Document, after withholding or deduction of any Taxes will not be less than the amount provided for herein or in this Section 4.10) such Note or in such other Loan Document. The Borrower will indemnify and hold harmless any Lender, and reimburse the Issuing Bank, the Agent or such Lender upon its written requestTax Transferee, for as the case may be, receives an amount of any Taxes imposed on and paid by such Lender. The Borrower will furnish equal to the Administrative Agent within 45 days after sum it would have received had no such deductions been made, (B) the date Borrowers shall make such deductions and (C) the payment of any Taxes, or any withholding or deduction on account thereof, is due pursuant Borrowers shall jointly and severally pay the full amount so deducted to applicable law certified copies of tax receipts, the relevant taxation authority or other evidence reasonably satisfactory to the respective Lender, evidencing such payment by the Borrowerauthority in accordance with applicable law. (b) Each Lender In addition, the Borrowers agree to jointly and severally pay any present or future stamp, documentary, excise, privilege, intangible or similar levies that is not a United States person arise at any time or from time to time (as such term is defined in Section 7701(a)(30i) from any payment made under any and all Credit Documents, (ii) from the transfer of the Coderights of the Lender under any Credit Documents to any transferee, or (iii) for federal income tax purposes and that is entitled to claim an exemption from the execution or reduction in United States withholding tax delivery by the Borrowers of, or from the filing or recording or maintenance of, or otherwise with respect to a payment the exercise by Borrower agrees the Agent or the Lenders of their rights under, any and all Credit Documents (hereinafter referred to provide as "Other Taxes"). (c) The Borrowers jointly and severally indemnify each Lender, the Issuing Bank, the Agent, and any Tax Transferee for the full amount of (i) Covered Taxes imposed on or with respect to amounts payable hereunder, (ii) Other Taxes, and (iii) any Taxes (other than Covered Taxes imposed by any jurisdiction on amounts payable under this Section 4.10) paid by such Lender, the Issuing Bank or the Agent or such Tax Transferee, as the case may be, and any liability (including penalties, interest and expenses) arising solely therefrom or with respect thereto. Payment of this indemnification shall be made within 30 days from the date such Lender, the Issuing Bank or the Agent or Tax Transferee certifies and sets forth in reasonable detail the calculation thereof as to the Borrower amount and type of such Taxes. Any such certificate submitted by the Administrative Lender, the Issuing Bank or Agent or Tax Transferee in good faith to the Borrowers shall, absent manifest error, be final, conclusive and binding on all parties. (d) Within 30 days after having received a receipt of Covered Taxes or prior Other Taxes, the Borrowers will furnish to the Agent the original or a certified copy of a receipt evidencing payment thereof. (e) On or before the Closing Date, each Foreign Lender shall deliver to the Agent and the Borrowers (i) two valid, duly completed copies of IRS Form 1001 or 4224 or successor applicable form, as the case may be, and any other required form, certifying in each case that such Foreign Lender is entitled to receive payments under this Credit Agreement or the Loans 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 Borrowers 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 Borrowers and the Agent, and such extensions or renewals thereof as may reasonably be requested by the Borrowers 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 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 Closing Date and prior to the date on which any such delivery would otherwise be required that renders all such forms inapplicable or that would prevent such Foreign Lender from duly completing and delivering any such form with respect to it, and such Foreign Lender advises the Borrowers and the Agent that it is not capable of receiving payments without any deduction or withholding at the Reduced Rate, or (ii) in the case of a Form W-8 or W-9, establishing an exemption from United States backup withholding tax. (f) If a Tax Transferee that is an assignee or transferee organized under the laws of a jurisdiction outside of the United States acquires an interest under in this Credit Agreement pursuant or any Loan or a Foreign Lender changes the office through which Loans are made, accounted for or booked, the transferor, or the applicable Foreign Lender, in the case of a change of office, shall cause such Tax Transferee to Section 11.06 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Section)agree that, on or prior to the effective date of such assignment acquisition or transfer to such Lenderchange, and from time to time thereafter if required by the Borrower or the Administrative Agent two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP or W-8IMY (or successor, substitute or other appropriate forms and, in as the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the payment) certifying to such Lender’s entitlement to exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this Agreement, any Note or any other Loan Document, along with any other appropriate documentation establishing such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest). In addition, each Lender agrees that from time to time after the Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respectmay be, it will deliver to the Borrower Borrowers and the Administrative Agent (i) two new accurate and complete original signed valid, duly completed copies of IRS Form 1001 or 4224 or successor applicable form, as the applicable Internal Revenue Service form establishing such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest) case may be, and any related documentation as may be other required to confirm or establish the entitlement of form, certifying in each case that such Lender to a continued exemption from or reduction in United States withholding tax if the Lender continues to be so entitled. No Lender shall be required by this Section 3.03(b) to deliver a form or certificate that it Tax Transferee is not legally entitled to deliver. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver receive payments under this Section 3.03(b). The Borrower agrees Credit Agreement and the Notes payable to pay additional amounts and indemnify each Lender in the manner set forth in Section 3.03(a) in respect of any Taxes deducted or withheld by it as a result of any changes after the date such Lender becomes party to this Agreement in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting without deduction or withholding of income or similar Taxes. (c) Each Lender or Administrative Agent that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes shall deliver or with such withholding imposed at a Reduced Rate; and (ii) a valid, duly completed IRS Form W-8 or W-9 or successor applicable form, as the time(s) and in the manner(s) prescribed by applicable lawcase may be, to the Borrower and the Administrative Agent (as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 or any successor form, certifying that such Person is exempt establish an exemption from United States backup withholding tax on payments made hereundertax. The Borrower shall not be obligated Each Tax Transferee that delivers to the Borrowers and the Agent a Form 1001 or 4224, and Form W-8 or W-9 and any other required form, pursuant to Section 3.03(athe next preceding sentence, further undertakes to deliver two further copies of the said Form 1001 or 4224 and Form 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 Borrowers and the Agent, and such extensions or renewals thereof as may reasonably be requested by the Borrowers and the Agent, certifying (i) in the case of a Form 1001 or 4224 that such Tax Transferee is entitled to pay additional amounts receive payments under this Agreement without deduction or withholding of any United States federal income taxes or with such withholding imposed at the Reduced Rate, unless any change in treaty, law or regulation or official interpretation thereof has occurred after the effective date of such acquisition or change and prior to the date on account of which any such delivery would otherwise be required that renders all such forms inapplicable or indemnify that would prevent such Tax Transferee from duly completing and delivering any such form with respect to Taxes to it, and such Tax Transferee advises the extent that such Taxes arise solely due to a Person’s failure to deliver forms Borrowers and the Agent that it was legally entitled is not capable of receiving payments (a) without any deduction or withholding of United States federal income tax or (b) with such withholding at the Reduced Rate, as the case may be, or (ii) in the case of a Form W-8 or W-9, establishing an exemption from United States backup withholding tax. (g) If any Taxes for which the Borrowers would be required to but failed to deliver make payment under this Section 3.03(c)4.10 are imposed, the Lender, the Issuing Bank or the Agent, as the case may be, shall use its reasonable best efforts to avoid or reduce such Taxes by taking any appropriate action (including, without limitation, assigning its rights hereunder to a related entity or a different office) which would not in the sole opinion of such Lender, the Issuing Bank or Agent be otherwise disadvantageous to such Lender, the Issuing Bank or Agent, as the case may be. (dh) If any Lender, in its reasonable discretion, determines that it has finally and irrevocably received or been granted a refund in respect Without prejudice to the survival of any Taxes as to which indemnification has been paid by other agreement of the Borrower pursuant to Borrowers hereunder, the agreements and obligations of the Borrowers contained in this Section 3.03, it 4.10 shall promptly remit such refund (including any interest received survive the payment in respect thereof), net full of all out-of-pocket costs and expenses to the Borrower; provided, however, that the Borrower agrees to promptly return any such refund (plus interest) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refundObligations.

Net Payments. (a) All payments made by any Credit Party under any Credit Document (including, in the case of Holdings or the U.S. Borrower, in its capacity as a guarantor pursuant to Section 14 or 15, as the case may be) or under any Note will be made without setoff, counterclaim or other defense. Except as provided for in Section 3.03(b5.04(b), all such payments made by the Borrower hereunder, under any Note or any other Loan Document, including all payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, with respect to the Administrative Agent, any Lender, or any other recipient of any payment made by the Borrower hereunder, excluding (i) any tax imposed on or measured by the net income income, capital, or net profits of such Person and franchise taxes imposed on it a Lender pursuant to the laws of the jurisdiction under in which such Lender it is organized or the jurisdiction in which the principal office or Applicable Lending Office applicable lending office of such Lender, as applicable, Lender is located or in which it is otherwise doing business or any subdivision thereof or therein, therein and (ii) any branch profits or similar U.S. withholding tax that is imposed on amounts payable to such Lender with respect to any such payments of the U.S. Borrower at the time such Lender becomes party to this Agreement, except to the extent that such Lender’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts from the U.S. Borrower with respect to such withholding taxes imposed by any jurisdiction in which such Person is locatedpursuant to this paragraph 5.04(a)) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies imposts, duties, fees, assessments or other charges other than those resulting from the gross negligence or willful misconduct of the Administrative Agent, any Lender, or any other recipient of any payment made by the Borrower hereunder thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, the respective Borrower agrees (or other Credit Party making the payment) shall, subject to the limitations with respect to the application of this Section 5.04 set forth in the first sentence of Section 2.12(a) and in the penultimate sentence of Section 13.04(b), pay the full amount of such Taxes to the appropriate Governmental Authority, and shall pay such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under any Note this Agreement or under any other Loan DocumentNote, after withholding or deduction for or on account of any Taxes Taxes, will not be less than the amount provided for herein or in such Note or in such other Loan DocumentNote. The respective Borrower (or Credit Party) will furnish to the Administrative Agent within 45 days after the date of the payment of any Taxes due pursuant to applicable law certified copies of tax receipts or, to the extent such tax receipts are not customarily provided by the relevant Governmental Authority, other evidence of payment of such Tax reasonably acceptable to the Lender, evidencing such payment by such Borrower (or the respective other Credit Party). The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 5.04, shall agree) to indemnify and hold harmless any each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes levied or imposed on and paid by such Lender. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes, or any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts, or other evidence reasonably satisfactory to the respective Lender, evidencing such payment by the Borrower. (b) Each Lender that is a Lender to the U.S. Borrower and that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide deliver to the U.S. Borrower and the Administrative Agent on or prior to the Closing Effective Date, or in the case of a Lender that is a Lender to the U.S. Borrower and that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 Sections 2.13 or 13.04 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Sectiontransfer), on or prior to the date of such assignment or transfer to such Lender, and from time to time thereafter if required by the Borrower or the Administrative Agent (i) two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP Form W-8ECI or W-8IMY Form W-8BEN (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the paymenta complete exemption under an income tax treaty) (or successor forms) certifying to such Lender’s entitlement as of such date to a complete exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this AgreementAgreement and under any Note, any Note or any other Loan Document, along with any other appropriate documentation establishing such exemption (ii) if the Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or reduction Form W-8BEN (such as statements certifying qualification for exemption with respect to a complete exemption under an income tax treaty) pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D appropriately completed (any such certificate, a “Section 5.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest)interest exemption) (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note. In addition, each Lender that is a Lender to the U.S. Borrower agrees that from time to time after the Closing Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the U.S. Borrower and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service form establishing such exemption or reduction Form W-8ECI, Form W-8BEN (such as statements certifying qualification for exemption with respect to the benefits of any income tax treaty), or Form W-8BEN (with respect to the portfolio interestinterest exemption) and any related documentation a Section 5.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax if with respect to payments under this Agreement and any Note, or it shall immediately notify the U.S. Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate, in which case such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 5.04(b); provided, however, in the event that the Lender continues cannot deliver any Form or Certificate which certifies to be so entitled. No Lender shall be required by this Section 3.03(b) to deliver a form or certificate that it is not legally entitled to deliver. The such Lender’s complete exemption from United States withholding tax as of such date, the U.S. Borrower shall not be obligated pursuant to Section 3.03(a5.04(a) to pay additional gross-up payments to be made to such Lender in respect of United States withholding taxes except to the extent that the Lender’s inability to provide the Form or Certificate is directly as a result of changes, after the date the Lender became a party to this Agreement, in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such United States withholding taxes. Notwithstanding anything to the contrary contained in Section 5.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the U.S. Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts on payable by the U.S. Borrower hereunder for the account of or indemnify with respect any Lender that is a Lender to Taxes the U.S. Borrower and which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Taxes arise solely due Lender has not provided to the U.S. Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the U.S. Borrower shall not be obligated pursuant to Section 5.04(a) hereof to gross-up payments to be made to a Lender’s failure Lender in respect of income or similar taxes imposed by the United States (including, without limitation, United States withholding taxes) if (I) such Lender has not provided to deliver forms that it was legally entitled the U.S. Borrower the Internal Revenue Service Forms required to but failed be provided to deliver under the U.S. Borrower pursuant to this Section 3.03(b5.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 5.04 and except as set forth in Section 13.04(b). The , the Borrower agrees to pay additional amounts and to indemnify each Lender in the manner set forth in Section 3.03(a5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any Taxes amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes after the Effective Date (or, if later, after the date such Lender becomes became party to this Agreement Agreement) in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxestaxes. (c) Each If any Borrower pays any additional amount under this Section 5.04 to a Lender and such Lender determines in its sole good faith discretion that it has actually received or Administrative Agent that is a United States person (as such term is defined realized in Section 7701(a)(30) of the Code) for federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed by applicable law, to the Borrower and the Administrative Agent (as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 connection therewith any refund or any successor formreduction of, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify credit against, its Tax liabilities in or with respect to Taxes the taxable year in which the additional amount is paid (a “Tax Benefit”), such Lender shall pay to such Borrower an amount that the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c). (d) If any LenderLender shall, in its reasonable sole good faith discretion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes as determine is equal to the net benefit, after tax, which indemnification has been paid was obtained by the Borrower pursuant to this Section 3.03, it shall promptly remit Lender in such refund (including any interest received in respect thereof), net year as a consequence of all out-of-pocket costs and expenses to the Borrowersuch Tax Benefit; provided, however, that (i) any Lender may determine, in its sole good faith discretion consistent with the policies of such Lender, whether to seek a Tax Benefit; (ii) any Taxes that are imposed on a Lender as a result of a disallowance or reduction (including through the expiration of any tax credit carryover or carryback of such Lender that otherwise would not have expired) of any Tax Benefit with respect to which such Lender has made a payment to such Borrower pursuant to this Section 5.04(c) shall be treated as a Tax for which such Borrower is obligated to indemnify such Lender pursuant to this Section 5.04 without any exclusions or defenses; (iii) nothing in this Section 5.04(c) shall require the Lender to disclose any confidential information to such Borrower (including, without limitation, its tax returns); and (iv) no Lender shall be required to pay any amounts pursuant to this Section 5.04(c) at any time which a Default or Event of Default exists. (d) Each Lender agrees to promptly return any use reasonable efforts (consistent with legal and regulatory restrictions and subject to overall policy considerations of such refund (plus interestLender) to such Lender file any certificate or document or to furnish to the Non-U.S. Borrower any information, in each case, as reasonably requested by the Non-U.S. Borrower that may be necessary to establish any available exemption from, or reduction in the event such amount of, any Taxes; provided, however, that nothing in this Section 5.04(d) shall require a Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with a copy of disclose any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refund(including, without limitation, its tax returns or its calculations).

Net Payments. (a) Except as provided for in Section 3.03(b) or (c), all payments made by the Borrower hereunder, under any Note or any other Loan Document, including all payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, with respect to the Administrative Agent, any Lender, or any other recipient of any payment made by the Borrower hereunder, (i) any tax imposed on or measured by the overall net income or net profits of such Person and franchise taxes (in lieu of income taxes) imposed on it pursuant to the laws Laws of the jurisdiction under which such Lender is organized or the jurisdiction in which the principal office or Applicable Lending Office of such Lender, as applicable, is located or in which it is otherwise doing business or any subdivision thereof or therein, and (ii) any branch profits or similar taxes imposed by any jurisdiction in which such Person is located) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies imposts, duties, fees, assessments or other charges other than those resulting from the gross negligence or willful misconduct of the Administrative Agent, any Lender, or any other recipient of any payment made by the Borrower hereunder (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes and and, subject to Section 3.03(b) or (c), such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under any Note or under any other Loan Document, after withholding or deduction of any Taxes will not be less than the amount provided for herein or in such Note or in such other Loan Document. The Subject to Sections 3.03(b) and (c), the Borrower will indemnify and hold harmless any Lender, and reimburse such Lender upon within 10 days of its written request, for the amount of any Taxes imposed on and paid by such Lender. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any such Taxes, or any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts, or other evidence reasonably satisfactory to the respective Lender, evidencing such payment by the Borrower. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide to the Borrower and the Administrative Agent on or prior to the Closing Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Section), on or prior to the date of such assignment or transfer to such Lender, and from time to time thereafter if required by the Borrower or the Administrative Agent two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP or W-8IMY (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the payment) certifying to such Lender’s entitlement to exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this Agreement, any Note or any other Loan Document, along with any other appropriate documentation establishing such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest). In addition, each Lender agrees that from time to time after the Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service form establishing such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest) and any related documentation as may be required to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax if the Lender continues to be so entitled. No Lender shall be required by this Section 3.03(b) to deliver a form or certificate that it is not legally entitled to deliver. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(b). The Borrower agrees to pay additional amounts and indemnify each Lender in the manner set forth in Section 3.03(a) in respect of any Taxes deducted or withheld by it as a result of any changes after the date such Lender becomes party to this Agreement in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender or Administrative Agent that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed by applicable law, to the Borrower and the Administrative Agent (as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 or any successor form, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c). (d) If any Lender, in its reasonable discretion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes as to which indemnification has been paid by the Borrower pursuant to this Section 3.03, it shall promptly remit such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses to the Borrower; provided, however, that the Borrower agrees to promptly return any such refund (plus interest) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refund.

Net Payments. (a) Except as provided for in Section 3.03(b)required by law, all payments made by or on behalf of the Borrower hereunder, under any Note this Agreement or any other Loan Document, including all payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will Credit Document shall be made free and clear of, and without deduction or withholding forfor or on account of, any present current or future income, stamp or other taxes, levies, imposts, duties, charges, fees, assessments deductions or other charges of whatever nature withholdings, now or hereafter imposed imposed, levied, collected, withheld or assessed by any Governmental Authority (including any interest, additions to tax and penalties) (collectively, “Taxes”) excluding in the case of each Lender and each Agent and except as otherwise provided in Section ‎5.4(f), (A) net income Taxes and franchise Taxes (imposed in lieu of net income Taxes) imposed on such Agent or such Lender as a result of (i) such Agent or such Lender having been organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax or by (ii) a present or former connection between such Agent or such Lender and the jurisdiction imposing such Tax or any political subdivision or taxing authority thereof or therein with respect to (other than any such payments (but excludingconnection arising from such Agent or such Lender having executed, with respect to the Administrative Agentdelivered or performed its obligations or received a payment under, or enforced, or engaged in any Lenderother transactions pursuant to, this Agreement or any other recipient of any payment made by the Borrower hereunderCredit Document), (i) any tax imposed on or measured by the net income or net profits of such Person and franchise taxes imposed on it pursuant to the laws of the jurisdiction under which such Lender is organized or the jurisdiction in which the principal office or Applicable Lending Office of such Lender, as applicable, is located or in which it is otherwise doing business or any subdivision thereof or therein, and (iiB) any branch profits Taxes imposed by the United States of America or any similar taxes Tax imposed by any other jurisdiction described in which such Person is locatedclause (A) and all interest(C) any U.S. federal withholding Tax imposed pursuant to FATCA (collectively, penalties or similar liabilities with respect to such non-excluded taxes, levies imposts, duties, fees, assessments or other charges other than those resulting from the gross negligence or willful misconduct of the Administrative Agent, any Lender, or any other recipient of any payment made by the Borrower hereunder (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Excluded Taxes”). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under any Note or under any other Loan Document, after withholding or deduction of any Taxes will not be less than the amount provided for herein or in such Note or in such other Loan Document. The Borrower will indemnify and hold harmless any Lender, and reimburse such Lender upon its written request, for the amount of any non-Excluded Taxes imposed on and paid or with respect to any payment by such Lender. The Borrower will furnish or on account of any obligation of any Credit Party under Credit Documents (“Non-Excluded Taxes”) are required to be withheld by a Withholding Agent from any amounts payable under this Agreement or any other Credit Document, the applicable Credit Party shall increase the amounts payable to the Administrative Agent within 45 days or such Lender to the extent necessary to yield to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes including those applicable to any amounts payable under this Section ‎5.4) interest or any such other amounts payable hereunder at the date rates or in the amounts specified in such Credit Document. Whenever any withholding Taxes are payable by any Credit Party in respect of amounts payable under any Credit Document, promptly thereafter, the applicable Credit Party 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, if available (or other evidence acceptable to such Lender, acting reasonably) received by the applicable Credit Party showing payment thereof. The agreements in this Section ‎5.4 shall survive the termination of this Agreement and the payment of any Taxes, or any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts, or the Loans and all other evidence reasonably satisfactory to the respective Lender, evidencing such payment by the Borroweramounts payable hereunder. (b) In addition, each Credit Party shall pay any present or future stamp, documentary, filing, mortgage, recording, property or similar intangible taxes, charges or levies that arise from any payment made by such Credit Party hereunder or under any other Credit Documents or from the execution, delivery or registration or recordation of, performance under, or otherwise with respect to, this Agreement or the other Credit Documents, except any taxes imposed as a result of a present or former connection between an assignee and the jurisdiction imposing such tax (other than a connection arising solely from an assignee having executed, delivered, become a party to, performed its obligations under, received or perfected a security interest under, engaged in any transaction pursuant to, or enforced this Agreement) with respect to an assignment (other than an assignment requested by a Credit Party pursuant to Section 2.12) (hereinafter referred to as “Other Taxes”). (i) Subject to Section ‎5.4(f), the Credit Parties shall jointly and severally indemnify each Lender and each Agent for and hold them harmless against the full amount of Non-Excluded Taxes and Other Taxes, and for the full amount of Non-Excluded Taxes and Other Taxes payable, imposed or asserted (whether or not correctly or legally asserted) by any jurisdiction on any additional amounts or indemnities payable under this Section ‎5.4, imposed on or paid by such Lender or such Agent (as the case may be) and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto; provided that if any claim pursuant to this Section 5.4(e)(i) is made later than 180 days after the date on which the relevant Lender or Agent had actual knowledge of the relevant Non-Excluded Taxes or Other Taxes, then the Credit Parties shall not be required to indemnify the applicable Lender or Agent for any penalties which accrue in respect of such Non-Excluded Taxes or Other Taxes after the 180th day. This indemnification shall be made within 30 days from the date such Lender or such Agent (as the case may be) makes written demand therefor. (ii) Each Lender shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent against any Non-Excluded Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of Credit Parties to do so), (y) the Administrative Agent and the Credit Parties, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section ‎13.6(d)(ii) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender that are payable or paid by the Administrative Agent or the Credit Parties in connection with any Credit Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Credit Document against any amount due to the Administrative Agent under this clause (ii). (d) Each Lender shall, at such times as are reasonably requested by the Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any documentation prescribed by any Applicable Law or reasonably requested by the Borrower or the Administrative Agent (A) as will permit such payments to be made without, or at a reduced rate of, withholding or (B) as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Each such Lender shall, whenever a lapse in time or change in circumstances renders such documentation obsolete, expired or inaccurate in any material 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 of its inability to do so. Notwithstanding anything herein to the contrary, the completion, execution and submission of such documentation (other than such documentation set forth in Sections ‎5.4(d)(i), ‎5.4(e) and ‎5.4(g) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Without limiting the foregoing to the extent permitted by law, each Lender that is not a United States person (as such term is defined in within the meaning of Section 7701(a)(30) of the CodeCode (a “Non-U.S. Lender”) for federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide shall: (i) deliver to the Borrower and the Administrative Agent on or prior before the date on which it becomes a party to the Closing Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Section), on or prior to the date of such assignment or transfer to such Lender, and from time to time thereafter if required by upon the request of the Borrower or the Administrative Agent Agent) two accurate and complete original signed copies originals of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP or W-8IMY either (or successor, substitute or other appropriate forms and, w) in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners Non-U.S. Lender claiming exemption from U.S. federal withholding Tax under Section 871(h) or 881(c) of the payment) certifying to such Lender’s entitlement to exemption from or a reduced rate of withholding of United States withholding tax Code with respect to payments of “portfolio interest,” United States Internal Revenue Service Form W-8BEN or W-8BEN-E (together with a certificate representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c)(3)(A) of the Code, is not a 10 percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code) substantially in the form of Exhibit L (a “United States Tax Compliance Certificate”)), (x) United States Internal Revenue Service Form W-8BEN, W-8BEN-E or Form W-8ECI, (y) to the extent a Non-U.S. Lender is not the Beneficial Owner (for example, where the Non-U.S. Lender is a partnership or a participating Lender), United States Internal Revenue Service Form W-8IMY (or any successor forms) of the Non-U.S. Lender, accompanied by a Form W-8ECI, W-▇▇▇▇ ▇▇ ▇-▇▇▇▇-▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Tax Compliance Certificate, Form W-9, Form W-8IMY or any other required information from each Beneficial Owner, as applicable (provided that, if one or more Beneficial Owners are claiming the portfolio interest exemption, the United States Tax Compliance Certificate may be made provided by such Non-U.S. Lender on behalf of such Beneficial Owner), or (z) two properly completed and duly signed original copies of any other form prescribed by applicable U.S. federal income Tax laws (including the United States Treasury Regulations) as a basis for claiming a complete exemption from, or a reduction in, U.S. federal withholding Tax on any payments to such Lender under the Credit Documents, in each case properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or reduced rate of, U.S. federal withholding Tax on payments by the Borrower under this Agreement, any Note or any other Loan Document, along with any other appropriate documentation establishing such exemption or reduction ; and (such as statements certifying qualification for exemption with respect to portfolio interest). In addition, each Lender agrees that from time to time after the Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will ii) deliver to the Borrower and the Administrative Agent two new accurate further originals of any such form or certification (or any applicable successor form) on or before the date that any such form or certification expires or becomes obsolete or inaccurate and complete original signed copies promptly after the occurrence of any event requiring a change in the applicable Internal Revenue Service most recent form establishing previously delivered by it to the Borrower; unless in any such exemption case any change in treaty, law or reduction (regulation has occurred prior to the date on which any such as statements certifying qualification for exemption delivery would otherwise be required that renders any such form inapplicable or would prevent such Lender from duly completing and delivering any such form with respect to portfolio interest) and any related documentation as may be required to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax if the Lender continues to be so entitledit. No Each Lender shall be required by this Section 3.03(b) to deliver a form or certificate that it is not legally entitled to deliver. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(b). The Borrower agrees to pay additional amounts and indemnify each Lender in the manner set forth in Section 3.03(a) in respect of any Taxes deducted or withheld by it as a result of any changes after the date such Lender becomes party to this Agreement in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender or Administrative Agent that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed by applicable law, to promptly notify the Borrower and the Administrative Agent at any time it determines that it is no longer in a position to provide any previously delivered form or certification to the Borrower or the Administrative Agent. (e) If a payment made to a Lender under this Agreement or any other Credit Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), a properly completed such Lender shall deliver to the Withholding Agent, at the time or times prescribed by law and duly executed Internal Revenue Service Form W-9 at such time or any successor formtimes reasonably requested by the Withholding Agent, certifying such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Withholding Agent as may be necessary for the Withholding Agent to comply with its obligations under FATCA, to determine that such Person is exempt Lender has or has not complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from United States backup withholding tax on payments such payment. Solely for purposes of this Section ‎5.4(e), “FATCA” shall include any amendments made hereunder. The Borrower to FATCA after the date of this Agreement. (f) No Credit Party shall not be obligated required to indemnify any Lender or Agent pursuant to Section 3.03(a) ‎5.4(c), or to pay any additional amounts on account of to any Lender or indemnify with respect Agent pursuant to Taxes to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c). (d‎5.4(a) If any Lender, in its reasonable discretion, determines that it has finally and irrevocably received or been granted a refund in respect of (i) U.S. federal withholding Taxes imposed under any Taxes as to which indemnification has been paid by law in effect on the Borrower pursuant to this Section 3.03date such Lender acquired its interest in the applicable Loan, it shall promptly remit such refund (including any interest received in respect thereof), net Commitment or Letter of all out-of-pocket costs and expenses to the BorrowerCredit or changed its lending office; provided, however, that this Section ‎5.4(f) shall not apply to the extent that (x) the indemnity payments or additional amounts any Lender would be entitled to receive (without regard to this clause (i)) do not exceed the indemnity payment or additional amounts that the person making the assignment or change in lending office would have been entitled to receive immediately prior to such assignment or change in lending office, or (y) such assignment had been requested by a Credit Party or (ii) Taxes attributable to such Lender’s failure to comply with the provisions of Section ‎5.4(d), ‎5.4(e) or ‎5.4(g). (g) Each Lender that is organized in the United States of America or any state thereof or the District of Columbia shall (A) on or prior to the date such Lender becomes a Lender hereunder, (B) on or prior to the date on which any such form or certification expires or becomes obsolete, (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this Section ‎5.4(g) and (D) from time to time if requested by the Borrower or the Administrative Agent (or, in the case of a participant, the relevant Lender), provide the Administrative Agent and the Borrower (or, in the case of a participant, the relevant Lender) with two duly completed and signed originals of United States Internal Revenue Service Form W-9 (certifying that such Lender is entitled to an exemption from U.S. backup withholding tax) or any successor form. (h) If any Lender or the Administrative Agent determines in its sole discretion, exercised in good faith, that it has received a refund of a Non-Excluded Tax or Other Taxes for which a payment has been made by a Credit Party pursuant to this Agreement, which refund in the good-faith judgment of such Lender or the Administrative Agent, as the case may be, is attributable to such payment made by such Credit Party, then such Lender or the Administrative Agent, as the case may be, shall reimburse the Credit Party for such amount (together with any interest received thereon) as such Lender or the Administrative Agent, as the case may be, reasonably determines to be the proportion of the refund as will leave it, after such reimbursement, in no better or worse position than it would have been in if the payment had not been required; provided that the Credit Party, upon the request of such Lender, agrees to promptly return any such refund repay the amount paid over to the Credit Party (plus interestwith interest and penalties) to such Lender in the event such Lender or the Administrative Agent is required to repay such refund to the relevant taxing authoritysuch Governmental Authority. Any such Lender shall provide the Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on Neither any Lender nor the Administrative Agent shall be obliged to disclose any information regarding its tax affairs or computations to any Credit Party in connection with this paragraph (h) or any other provision of this Section ‎5.4; provided, further, that nothing in this Section ‎5.4 shall obligate any Lender (or Transferee) or the Administrative Agent to apply for any such refund. (i) For purpose of this Section ‎5.4, the term “Lender” shall include any Swingline Lender and any Letter of Credit Issuer.

Net Payments. (a) Except as provided for in Section 3.03(b), all All payments made by the each Borrower hereunder, under any Note or any other Loan Document, including and all payments made by the Borrower Company pursuant to its guaranty obligations under Section 2.15Article X, shall be made without setoff, counterclaim or other defense. All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, with respect to except as provided in the Administrative Agentsecond succeeding sentence, any Lender, or any other recipient (A) franchise tax (imposed in lieu of any payment made by the Borrower hereunder, (inet income taxes) any tax and taxes imposed on or measured by the net income or net profits of such Person and franchise taxes imposed on it a Lender pursuant to (i) the laws of the jurisdiction under which such Lender is organized or the jurisdiction in which the principal office or Applicable the Domestic Lending Office or Foreign Lending Office of such Lender, as applicable, is located or in which it is otherwise doing business or any subdivision thereof or thereintherein or (ii) the laws of any jurisdiction as a result of a present or former connection between such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Lender’s having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement, any Note or any other Loan Document) and (iiB) any branch profits or similar taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction described in which clause (A) above (all such Person is located) taxes described in this parenthetical, as modified by the proviso at the end of the succeeding sentence, being referred to collectively as “Excluded Taxes”)), and all interest, penalties or similar liabilities with respect to such non-excluded taxesExcluded Taxes, levies levies, imposts, duties, fees, assessments or other charges other than those resulting from the gross negligence or willful misconduct of the Administrative Agent, any Lender, or any other recipient of any payment made by the Borrower hereunder (all such non-excluded taxesExcluded Taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, the applicable Borrower agrees to pay the full amount of such Taxes and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under any Note or under any other Loan Document, after withholding or deduction for or on account of any Taxes will not be less than the amount provided for herein or in such Note or in such other Loan Document. The Borrower will indemnify and hold harmless ; provided, however, that to the extent that any such payment, on the date that such payment falls due, could have been made without any such deduction or withholding if such payment were made to a Qualifying Lender, but the Lender to which such payment is made has ceased to be a Qualifying Lender other than as a result of any change in law occurring after the date of this Agreement, then such Borrower shall not be required to pay such additional amounts attributable to such Lender’s failure to be a Qualifying Lender. Each Qualifying Lender whose qualifying status is based upon a double tax treaty, or a relevant tax law in a jurisdiction of the relevant Borrower, shall cooperate in completing any procedural formalities (including, without limitation, the completion and provision of the Internal Revenue Service Forms, the Withholding Certificate and an Exemption Certificate (if applicable) as described in Section 3.03(b)) necessary to obtain such Qualifying Lender status and shall promptly inform the Borrowers and the Global Agent of any change affecting its Qualifying Lender status. If any amounts are payable in respect of Taxes pursuant to the sentence before the preceding sentence, such Borrower agrees to reimburse each Lender, within 15 Business Days of a written request of such Lender upon its written request, for taxes imposed on or measured by the amount net income of such Lender by reason of the payment of such Taxes and net of any Taxes imposed on and paid tax benefits received by such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or Domestic Lending Office or Foreign Lending Office of such Lender is located, as the case may be, or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office or the Domestic Lending Office or Foreign Lending Office of such Lender is located, as the case may be, and for any withholding of taxes measured by net income imposed by any relevant jurisdiction of the Borrowers, the United States of America or, in the case of any Canadian Lender, Canada as such Lender shall determine are payable by, or withheld from, such Lender in respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence, which request shall be accompanied by a statement from such Lender setting forth, in reasonable detail, the computations used in determining such amounts. The Each Borrower will furnish to the Administrative Global Agent within 45 days after the date the payment of any Taxes, or any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts, or other evidence reasonably satisfactory to the respective Lender, evidencing such payment by such Borrower. Each Borrower will indemnify and hold harmless the BorrowerGlobal Agent and each Lender, and reimburse the Global Agent or such Lender upon its written request, for the amount of any Taxes attributable to such Borrower so levied or imposed and paid or withheld by such Lender. (bi) Each Lender that is not becomes a United States person (as such term is defined in Section 7701(a)(30) of Lender on the Code) for federal income tax purposes Closing Date shall be a Qualifying Lender. Each Lender and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower Participant agrees to provide to the Borrower Company and the Administrative Global Agent on or prior to the Closing Date, or in the case of a Participant or a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 11.05 (unless the respective Lender or Participant was already a Lender or Participant hereunder immediately prior to such assignment or transfer and such Lender or Participant is in compliance with the provisions of this Section), on or prior to the date of such assignment or transfer to such LenderLender or Participant, and from time to time thereafter if required by the Borrower Company or the Administrative Agent Global Agent: (1) either (x) two accurate and complete original signed copies of Internal Revenue Service Forms W-8BENW-▇, W-8ECI▇-▇▇▇▇, W-8EXP ▇-▇▇▇▇, ▇-▇▇▇▇ or W-8IMY (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the paymentforms) certifying to such Lender’s or Participant’s entitlement to a complete exemption from from, or a reduced rate of withholding of from, United States withholding tax with respect to payments to be made under this Agreement, any Note or any other Loan Document, along or (y) in the case of a Lender or Participant that is not incorporated or organized under the laws of the United States or a state therein and is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest,” a certificate substantially in the form of Exhibit H (any such certificate, an “Exemption Certificate”) and an Internal Revenue Service Form W-8BEN or, in either case, any subsequent versions thereof or successors thereto, properly completed and duly executed by such Lender or Participant claiming complete exemption from U.S. federal withholding tax on all interest payments by the Borrowers made under this Agreement, any Note or any other Loan Document, (2) a certificate substantially in the form of Exhibit I (any such certificate, a “Witholding Certificate”), executed by an authorized officer of such Lender and other appropriate documentation establishing certifying to such Lender’s or Participant’s entitlement to a complete exemption from, or reduction rate of, withholding tax under the relevant tax law (such as statements certifying qualification for exemption modified by any relevant double tax treaty) in each relevant jurisdiction of the Borrowers with respect to portfolio interestpayments of interest to be made under this Agreement, any Note or any other Loan Document and (3) a certificate substantially in the form of Exhibit J (any such certificate, a “Qualifying Certificate”), executed by an authorized officer of such Lender or Participant, certifying to such Lender’s or Participant’s status as a Swiss Qualifying Lender. In addition, each Lender and Participant agrees that from time to time after the Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrower Company and the Administrative Global Agent (or, in the case of a Participant, to the Lender from which the related participation shall have been purchased) two new accurate and complete original signed copies of the applicable Internal Revenue Service form establishing Form, an Exemption Certificate (if applicable), a Withholding Certificate and a Qualifying Certificate and related documentation, as the case may be, and such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest) and any related documentation other forms as may be required in order to confirm or establish the entitlement of such Lender or Participant to a continued exemption from from, or reduction in United States rate of, withholding tax in each relevant jurisdiction of the Borrower with respect to payments under this Agreement, any Note or any other Loan Document. (ii) Each Lender and Participant that is not incorporated or organized under the laws of the jurisdiction under which a Foreign Subsidiary Borrower is incorporated or organized or is not a resident for taxation purposes of such Foreign Subsidiary Borrower’s country of tax residence, shall deliver to the Global Agent, the Company, and the applicable Governmental Authority (if required), prior to the date such Lender continues to be so entitled. No or Participant becomes a Lender shall be required by or Participant under this Section 3.03(b) to deliver a Agreement, any form or certificate required in order that any payment by such Foreign Subsidiary Borrower under this Agreement or a Note to the Lender may be made without, or at a reduced rate of, withholding tax imposed on such payment under the laws of the jurisdiction under which such Foreign Subsidiary Borrower is incorporated or organized or is otherwise a resident for taxation purposes. (iii) Notwithstanding anything to the contrary contained in Section 3.03(a), but subject to Section 11.05(c) and the immediately succeeding sentence, (x) each Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold Taxes imposed by each relevant jurisdiction of the Borrowers (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Lender that has not legally entitled provided to deliver. The the Company such Internal Revenue Service Forms, Exemption Certificate (if applicable) and Withholding Certificate and related documentation that establish a complete exemption from withholding and (y) no Borrower shall not be obligated pursuant to Section 3.03(a) hereof to pay gross-up payments to be made to a Lender in respect of Taxes of such Lender or any additional amounts on account with respect thereto (A) if such Lender (or related Participant) has not provided to the Company the Internal Revenue Service Forms or statement required to be provided to the Company pursuant to this Section 3.03(b), (B) if the Company has been provided a Withholding Certificate from such Lender (or related Participant) providing for a zero rate of or indemnify withholding tax under the relevant tax law in each relevant jurisdiction of the Borrowers with respect to Taxes payments of interest to be made under this Agreement, which Withholding Certificate has proven to be inaccurate, (C) if the Lender was not a Qualifying Lender on the date that it became a Lender under this Agreement, or (D) to the extent that such Taxes arise solely due forms do not establish a complete exemption from withholding of such Taxes. Notwithstanding anything to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under the contrary contained in the preceding sentence or elsewhere in this Section 3.03(b3.03 and except as specifically provided for in Section 11.05(c). The , each Borrower agrees to pay additional amounts and indemnify each Lender in the manner set forth in Section 3.03(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any Taxes deducted or withheld by it as described in the previous sentence as a result of any changes after the date that such Lender becomes party to became a Lender under this Agreement in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each If (i) a Lender or Administrative the Global Agent that is entitled to claim a United States person (refund from a Governmental Authority in respect of Taxes or Other Taxes as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed to which indemnification has been paid by applicable law, to the any Borrower and the Administrative Agent (as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 or any successor form, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c). or Section 11.01 and (dii) such Lender or the Global Agent, in its sole opinion, reasonably determines the amount of such refund, net of any costs incurred in pursuing such refund, is material, it shall make a timely claim to such Governmental Authority for such refund. If any Lender, in its reasonable discretionsole opinion, reasonably determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes or Other Taxes paid as to which indemnification has been paid by the any Borrower pursuant to this Section, or Section 3.0311.01, it shall promptly remit to such Borrower such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses to incurred in obtaining the Borrowerrefund; provided, however, that the such Borrower agrees to promptly return any such refund (plus interestincluding any interest received in respect thereof) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the such Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refund. (d) Notwithstanding anything in this Agreement to the contrary, for purposes of payments made by any Canadian Borrower, no Lender shall be entitled to additional amounts under Section 3.03 to the extent that such Lender fails to deal with such Canadian Borrower on an arm’s length basis within the meaning of the Income Tax Act (Canada).

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

Net Payments. (a) Except as provided for in Section 3.03(b)required by law, all payments made by the Borrower hereunder, or on behalf of a Credit Party under any Note this Agreement or any other Loan Document, including all payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will Credit Document shall be made free and clear of, and without deduction or withholding forfor or on account of, any present current or future income, stamp or other taxes, levies, imposts, duties, charges, fees, assessments deductions or other charges of whatever nature withholdings, now or hereafter imposed imposed, levied, collected, withheld or assessed by any Governmental Authority (including any interest, additions to tax and penalties applicable thereto) (collectively, “Taxes”) excluding in the case of each Lender and each Agent and, except as otherwise provided in Section 5.4(f), (A) net income Taxes and franchise Taxes (imposed in lieu of net income Taxes) imposed on such Agent or such Lender as a result of (i) such Agent or such Lender having been organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax or by (ii) a present or former connection between such Agent or such Lender and the jurisdiction imposing such Tax or any political subdivision or taxing authority thereof or therein with respect to (other than any such payments (but excludingconnection arising from such Agent or such Lender having executed, with respect to the Administrative Agentdelivered or performed its obligations or received a payment under, or enforced, or engaged in any Lenderother transactions pursuant to, this Agreement or any other recipient of any payment made by the Borrower hereunderCredit Document), (i) any tax imposed on or measured by the net income or net profits of such Person and franchise taxes imposed on it pursuant to the laws of the jurisdiction under which such Lender is organized or the jurisdiction in which the principal office or Applicable Lending Office of such Lender, as applicable, is located or in which it is otherwise doing business or any subdivision thereof or therein, and (iiB) any branch profits Taxes imposed by the United States of America or any similar taxes Tax imposed by any other jurisdiction described in which such Person is locatedclause (A)(i) or (A)(ii) and all interest(C) any withholding Tax imposed pursuant to FATCA (collectively, penalties or similar liabilities with respect to such non-excluded taxes, levies imposts, duties, fees, assessments or other charges other than those resulting from the gross negligence or willful misconduct of the Administrative Agent, any Lender, or any other recipient of any payment made by the Borrower hereunder (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Excluded Taxes”). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under any Note or under any other Loan Document, after withholding or deduction of any Taxes will not be less than the amount provided for herein or in such Note or in such other Loan Document. The Borrower will indemnify and hold harmless any Lender, and reimburse such Lender upon its written request, for the amount of any non-Excluded Taxes imposed on and paid or with respect to any payment by such Lender. The Borrower will furnish or on account of any obligation of any Credit Party under Credit Documents (“Non-Excluded Taxes”) are required to be withheld by a Withholding Agent from any amounts payable under this Agreement or any other Credit Document, the applicable Credit Party shall increase the amounts payable to the Administrative Agent within 45 days or such Lender to the extent necessary to yield to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes including those applicable to any amounts payable under this Section 5.4) interest or any such other amounts payable hereunder at the date rates or in the amounts specified in such Credit Document. Whenever any withholding Taxes are payable by any Credit Party in respect of amounts payable under any Credit Document, promptly thereafter, the applicable Credit Party 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, if available (or other evidence acceptable to such Lender, acting reasonably) received by the applicable Credit Party showing payment thereof. The agreements in this Section 5.4 shall survive the termination of this Agreement and the payment of any Taxes, or any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts, or the Loans and all other evidence reasonably satisfactory to the respective Lender, evidencing such payment by the Borroweramounts payable hereunder. (b) In addition, each Credit Party shall pay any present or future stamp, court, documentary, filing, mortgage, recording, property or intangible taxes, charges or similar levies (including any interest, additions to tax and penalties) that arise from any payment made by such Credit Party hereunder or under any other Credit Documents or from the execution, delivery or registration or recordation of, from the receipt or perfection of a security interest or performance under, or otherwise with respect to, this Agreement or the other Credit Documents, except any taxes imposed as a result of a present or former connection between an assignee and the jurisdiction imposing such tax (other than a connection arising solely from an assignee having executed, delivered, become a party to, performed its obligations under, received or perfected a security interest under, engaged in any transaction pursuant to, or enforced this Agreement) with respect to an assignment (other than an assignment requested by a Credit Party) (hereinafter referred to as “Other Taxes”). (i) Subject to Section 5.4(f), the Credit Parties shall jointly and severally indemnify each Lender and each Agent for and hold them harmless against the full amount of Non-Excluded Taxes and Other Taxes payable or paid by such Lender or Agent (as the case may be) or required to be withheld or deducted from a payment to such Lender or Agent (as the case may be) that are imposed or asserted (whether or not correctly or legally asserted) by any jurisdiction (including on any additional amounts or indemnities payable under this Section 5.4) and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto; provided that if any claim pursuant to this Section 5.4(c)(i) is made later than 180 days after the date on which the relevant Lender or Agent had actual knowledge of the relevant Non-Excluded Taxes or Other Taxes, then the Credit Parties shall not be required to indemnify the applicable Lender or Agent for any penalties which accrue in respect of such Non-Excluded Taxes or Other Taxes after the 180th day. This indemnification shall be made within 30 days from the date such Lender or such Agent (as the case may be) makes written demand therefor. (ii) Each Lender shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent against any Non-Excluded Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of Credit Parties to do so), (y) the Administrative Agent and the Credit Parties, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.6(d)(ii) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender that are payable or paid by the Administrative Agent or the Credit Parties in connection with any Credit Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Credit Document against any amount due to the Administrative Agent under this clause (ii). (d) Each Lender shall, at such times as are reasonably requested by the Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any documentation prescribed by any Applicable Law or reasonably requested by the Borrower or the Administrative Agent (A) as will permit such payments to be made without, or at a reduced rate of, withholding or (B) as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Each such Lender shall, whenever a lapse in time or change in circumstances renders such documentation obsolete, expired or inaccurate in any material 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 of its inability to do so. Notwithstanding anything herein to the contrary, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 5.4(d)(i)(w)-(y), 5.4(e) and 5.4(g) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Without limiting the foregoing to the extent permitted by law, each Lender that is not a United States person (as such term is defined in within the meaning of Section 7701(a)(30) of the CodeCode (a “Non-U.S. Lender”) for federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide shall: (i) deliver to the Borrower and the Administrative Agent on or prior before the date on which it becomes a party to the Closing Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Section), on or prior to the date of such assignment or transfer to such Lender, and from time to time thereafter if required by upon the request of the Borrower or the Administrative Agent Agent) two accurate and complete original signed properly executed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP or W-8IMY (or successor, substitute or other appropriate forms and, v) in the case of Form W-8IMYa Non-U.S. Lender claiming the benefits of an income tax treaty to which the United States is a party, complete with accompanying Forms W-8BEN with respect to beneficial owners of the payment) certifying to such Lender’s entitlement to exemption from or a reduced rate of withholding executed copies of United States Internal Revenue Service Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding tax tax, (w) in the case of Non-U.S. Lender claiming exemption from U.S. federal withholding Tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, United States Internal Revenue Service Form W-8BEN or W-8BEN-E (together with a certificate representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c)(3)(A) of the Code, is not a 10 percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code) substantially in the form of Exhibit K (a “United States Tax Compliance Certificate”)), (x) United States Internal Revenue Service Form W-8ECI, (y) to the extent a Non-U.S. Lender is not the Beneficial Owner (for example, where the Non-U.S. Lender is a partnership), United States Internal Revenue Service Form W-8IMY (or any successor forms) of the Non-U.S. Lender, accompanied by a Form W-8ECI, ▇-▇▇▇▇ ▇▇ ▇-▇▇▇▇-▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Tax Compliance Certificate, Form W-9, Form W-8IMY or any other required information from each Beneficial Owner, as applicable (provided that, if one or more Beneficial Owners are claiming the portfolio interest exemption, the United States Tax Compliance Certificate may be made provided by such Non-U.S. Lender on behalf of such Beneficial Owner), and/or (z) any other form prescribed by applicable U.S. federal income Tax laws (including the United States Treasury Regulations) as a basis for claiming a complete exemption from, or a reduction in, U.S. federal withholding Tax on any payments to such Lender under the Credit Documents, in each case properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or reduced rate of, U.S. federal withholding Tax on payments by the Borrower under this Agreement, any Note or any other Loan Document, along with any other appropriate documentation establishing such exemption or reduction ; and (such as statements certifying qualification for exemption with respect to portfolio interest). In addition, each Lender agrees that from time to time after the Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will ii) deliver to the Borrower and the Administrative Agent two new accurate and complete original signed further copies of any such form or certification (or any applicable successor form) on or before the applicable Internal Revenue Service date that any such form establishing or certification expires or becomes obsolete or inaccurate and promptly after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower; unless in any such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest) and any related documentation as may be required to confirm or establish the entitlement of case such Lender to a continued exemption from or reduction in United States withholding tax if the Lender continues to be so entitled. No Lender shall be required by this Section 3.03(b) to deliver a form or certificate that it is not legally entitled to deliver. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify duly complete and deliver any such form with respect to Taxes to the extent it. Each Lender agrees that such Taxes arise solely due to a Lender’s failure to deliver forms that if any form or certification it was legally entitled to but failed to deliver under this Section 3.03(b). The Borrower agrees to pay additional amounts and indemnify each Lender in the manner set forth in Section 3.03(a) in respect of any Taxes deducted previously delivered expires or withheld by it as a result of any changes after the date such Lender becomes party to this Agreement obsolete or inaccurate in any applicable lawrespect, treaty, governmental rule, regulation, guideline it shall update such form or order, certification or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender or Administrative Agent that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed by applicable law, to promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so. (e) If a payment made to a Lender under this Agreement or any other Credit Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 or any successor form, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c). (d) If any Lender, in its reasonable discretion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes as to which indemnification has been paid by the Borrower pursuant to this Section 3.03, it shall promptly remit such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses to the Borrower; provided, however, that the Borrower agrees to promptly return any such refund (plus interest) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide deliver to the Borrower Withholding Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Withholding Agent, such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Withholding Agent as may be necessary for the Withholding Agent to comply with a copy its obligations under FATCA, to determine that such Lender has or has not complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.4(e), “FATCA” shall include any notice amendments made to FATCA after the date of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refundthis Agreement.

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

Net Payments. (a) Except as provided for in Section 3.03(b), Any and all payments made by the Borrower Borrowers hereunder, under the Revolving Loans or under the Letters of Credit to or for the benefit of any Note Lender or any other Loan Document, including all payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will Agent shall be made free and clear of, of and without deduction or withholding for, for any and all present or future taxes, levies, imposts, dutiesdeductions, feescharges or withholdings and penalties, assessments or interests and all other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein liabilities with respect to such payments thereto (but "TAXES"), including any Taxes imposed under Section 7701(l) of the Internal Revenue Code, excluding, with respect to the Administrative Agent, any Lender, or any other recipient of any payment made by the Borrower hereunder, (i) any tax in the case of each such Lender or the Agent, taxes imposed on or measured by the its net income or net profits of such Person (including, without limitation, any taxes imposed on branch profits) and franchise taxes imposed on it pursuant to by the jurisdiction under the laws of the jurisdiction under which such Lender Lender, or the Agent (as the case may be) is organized or any political subdivision thereof, (ii) in the case of each Lender, taxes imposed on its net income (including, without limitation, any taxes imposed on branch profits), and franchise taxes imposed on it, by the jurisdiction in which the principal office or Applicable Lending Office of such Lender's applicable Lending Office or any political subdivision thereof, (iii) in the case of each such Lender and the Agent, any Taxes that are in effect and that would apply to a payment to such Lender or the Agent, as applicable, is located or in which it is otherwise doing business or as of the Closing Date (other than any subdivision thereof or thereinTaxes imposed under Section 7701(l) of the Internal Revenue Code), and (iiiv) if any branch profits Person acquires any interest in this Credit Agreement, any Revolving Loan or similar taxes imposed by any jurisdiction Letter of Credit pursuant to the provisions hereof, or a Foreign Lender or the Agent changes the office in which the Borrowing is made, accounted for or booked (any such Person is locatedperson, or such Foreign Lender or the Agent in that event, being referred to as a "TAX TRANSFEREE"), any Taxes (other than Taxes imposed under Section 7701(l) of the Internal Revenue Code) to the extent that they are in effect and all interest, penalties or similar liabilities with respect would apply to a payment to such non-excluded taxes, levies imposts, duties, fees, assessments or other charges other than those resulting from the gross negligence or willful misconduct Tax Transferee as of the Administrative Agentdate of the acquisition of such interest or change in office, any Lender, or any other recipient of any payment made by as the Borrower hereunder case may be (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges nonexcluded Taxes being hereinafter referred to collectively as “Taxes”"COVERED TAXES"). If the Borrowers shall be required by law to deduct any Covered Taxes are so levied from or imposedin respect of any sum payable hereunder, under any Revolving Loan or under any Letter of Credit to or for the Borrower agrees to pay benefit of any Lender or the full amount of such Taxes and such additional amounts Agent or any Tax Transferee, (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03A) the sum payable shall be increased as may be necessary so that every payment by it after making all required deductions of all amounts due hereunder, under any Note or under any other Loan Document, after withholding or deduction Covered Taxes (including deductions of any Covered Taxes will not be less than the amount provided for herein or in such Note or in such other Loan Document. The Borrower will indemnify and hold harmless any Lender, and reimburse such Lender upon its written request, for the amount of any Taxes imposed on and paid by such Lender. The Borrower will furnish applicable to the Administrative Agent within 45 days after the date the payment of any Taxes, or any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts, or other evidence reasonably satisfactory to the respective Lender, evidencing such payment by the Borrower. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide to the Borrower and the Administrative Agent on or prior to the Closing Date, or in the case of a Lender that is an assignee or transferee of an interest additional sums payable under this Agreement pursuant to Section 11.06 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Section), on or prior to the date of such assignment or transfer to 4.10) such Lender, and from time to time thereafter if required by the Borrower Agent or the Administrative Agent two accurate and complete original signed copies of Internal Revenue Service Forms W-8BENsuch Tax Transferee, W-8ECI, W-8EXP or W-8IMY (or successor, substitute or other appropriate forms and, in as the case of Form W-8IMYmay be, complete with accompanying Forms W-8BEN with respect to beneficial owners of the payment) certifying to such Lender’s entitlement to exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this Agreement, any Note or any other Loan Document, along with any other appropriate documentation establishing such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest). In addition, each Lender agrees that from time to time after the Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver receives an amount equal to the Borrower sum it would have received had no such deductions been made, (B) the Borrowers shall make such deductions and (C) the Administrative Agent two new accurate Borrowers shall, jointly and complete original signed copies of severally, pay the applicable Internal Revenue Service form establishing such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest) and any related documentation as may be required to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax if the Lender continues to be full amount so entitled. No Lender shall be required by this Section 3.03(b) to deliver a form or certificate that it is not legally entitled to deliver. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(b). The Borrower agrees to pay additional amounts and indemnify each Lender in the manner set forth in Section 3.03(a) in respect of any Taxes deducted or withheld by it as a result of any changes after the date such Lender becomes party to this Agreement in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender or Administrative Agent that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed by applicable law, to the Borrower and the Administrative Agent (as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 or any successor form, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c). (d) If any Lender, in its reasonable discretion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes as to which indemnification has been paid by the Borrower pursuant to this Section 3.03, it shall promptly remit such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses to the Borrower; provided, however, that the Borrower agrees to promptly return any such refund (plus interest) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower taxation authority or other authority in accordance with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refundapplicable law.

Net Payments. (a) All payments made by any Credit Party under any Credit Document (including, in the case of Holdings or the U.S. Borrower, in its capacity as a guarantor pursuant to Section 14 or 15, as the case may be) or under any Note will be made without setoff, counterclaim or other defense. Except as provided for in Section 3.03(b5.04(b), all such payments made by the Borrower hereunder, under any Note or any other Loan Document, including all payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, with respect to the Administrative Agent, any Lender, or any other recipient of any payment made by the Borrower hereunder, excluding (i) any tax imposed on or measured by the net income income, capital, or net profits of such Person and franchise taxes imposed on it a Lender pursuant to the laws of the jurisdiction under in which such Lender it is organized or the jurisdiction in which the principal office or Applicable Lending Office applicable lending office of such Lender, as applicable, Lender is located or in which it is otherwise doing business or any subdivision thereof or therein, therein and (ii) any branch profits or similar U.S. withholding tax that is imposed on amounts payable to such Lender with respect to any such payments of the U.S. Borrower at the time such Lender becomes party to this Agreement, except to the extent that such Lender’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts from the U.S. Borrower with respect to such withholding taxes imposed by any jurisdiction in which such Person is locatedpursuant to this paragraph 5.04(a)) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies imposts, duties, fees, assessments or other charges other than those resulting from the gross negligence or willful misconduct of the Administrative Agent, any Lender, or any other recipient of any payment made by the Borrower hereunder thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, the respective Borrower agrees (or other Credit Party making the payment) shall, subject to the limitations with respect to the application of this Section 5.04 set forth in the first sentence of Section 2.12(a) and in the penultimate sentence of Section 13.04(b), pay the full amount of such Taxes to the appropriate Governmental Authority, and shall pay such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under any Note this Agreement or under any other Loan DocumentNote, after withholding or deduction for or on account of any Taxes Taxes, will not be less than the amount provided for herein or in such Note or in such other Loan DocumentNote. The respective Borrower (or Credit Party) will furnish to the Administrative Agent within 45 days after the date of the payment of any Taxes due pursuant to applicable law certified copies of tax receipts or, to the extent such tax receipts are not customarily provided by the relevant Governmental Authority, other evidence of payment of such Tax reasonably acceptable to the Lender, evidencing such payment by such Borrower (or the respective other Credit Party). The Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 5.04, shall agree) to indemnify and hold harmless any each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes levied or imposed on and paid by such Lender. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes, or any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts, or other evidence reasonably satisfactory to the respective Lender, evidencing such payment by the Borrower. (b) Each Lender that is a Lender to the U.S. Borrower and that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide deliver to the U.S. Borrower and the Administrative Agent on or prior to the Closing Effective Date, or in the case of a Lender that is a Lender to the U.S. Borrower and that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 Sections 2.13 or 13.04 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Sectiontransfer), on or prior to the date of such assignment or transfer to such Lender, and from time to time thereafter if required by the Borrower or the Administrative Agent (i) two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP Form W-8ECI or W-8IMY Form W-8BEN (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the paymenta complete exemption under an income tax treaty) (or successor forms) certifying to such Lender’s entitlement as of such date to a complete exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this AgreementAgreement and under any Note, any Note or any other Loan Document, along with any other appropriate documentation establishing such exemption (ii) if the Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or reduction Form W-8BEN (such as statements certifying qualification for exemption with respect to a complete exemption under an income tax treaty) pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D appropriately completed (any such certificate, a “Section 5.04(b)(ii) Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest)interest exemption) (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note. In addition, each Lender that is a Lender to the U.S. Borrower agrees that from time to time after the Closing Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the U.S. Borrower and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service form establishing such exemption or reduction Form W-8ECI, Form W-8BEN (such as statements certifying qualification for exemption with respect to the benefits of any income tax treaty), or Form W-8BEN (with respect to the portfolio interestinterest exemption) and any related documentation a Section 5.04(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax if with respect to payments under this Agreement and any Note, or it shall immediately notify the U.S. Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate, in which case such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 5.04(b); provided, however, in the event that the Lender continues cannot deliver any Form or Certificate which certifies to be so entitled. No Lender shall be required by this Section 3.03(b) to deliver a form or certificate that it is not legally entitled to deliver. The such Lender’s complete exemption from United States withholding tax as of such date, the U.S. Borrower shall not be obligated pursuant to Section 3.03(a5.04(a) to pay additional gross-up payments to be made to such Lender in respect of United States withholding taxes except to the extent that the Lender’s inability to provide the Form or Certificate is directly as a result of changes, after the date the Lender became a party to this Agreement, in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such United States withholding taxes. Notwithstanding anything to the contrary contained in Section 5.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the U.S. Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts on payable by the U.S. Borrower hereunder for the account of or indemnify with respect any Lender that is a Lender to Taxes the U.S. Borrower and which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Taxes arise solely due Lender has not provided to the U.S. Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the U.S. Borrower shall not be obligated pursuant to Section 5.04(a) hereof to gross-up payments to be made to a Lender’s failure Lender in respect of income or similar taxes imposed by the United States (including, without limitation, United States withholding taxes) if (I) such Lender has not provided to deliver forms that it was legally entitled the U.S. Borrower the Internal Revenue Service Forms required to but failed be provided to deliver under the U.S. Borrower pursuant to this Section 3.03(b5.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 5.04 and except as set forth in Section 13.04(b). The , the Borrower agrees to pay additional amounts and to indemnify each Lender in the manner set forth in Section 3.03(a5.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any Taxes amounts deducted or withheld by it as described in the immediately preceding sentence (x) from amounts payable to or for the account of such Lender under Section 2.01(e), but only if and to the extent the amounts deducted or withheld exceed the amounts that would have been deducted or withheld if the amounts payable to such Lender under Section 2.01(e) were instead payable to or for the account of such Lender with respect to interest payments on a Tranche A Term Loan or a Tranche B Term Loan, as applicable, or (y) as a result of any changes after the Effective Date (or, if later, after the date such Lender becomes became party to this Agreement Agreement) in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxestaxes. (c) Each If any Borrower pays any additional amount under this Section 5.04 to a Lender and such Lender determines in its sole good faith discretion that it has actually received or Administrative Agent that is a United States person (as such term is defined realized in Section 7701(a)(30) of the Code) for federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed by applicable law, to the Borrower and the Administrative Agent (as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 connection therewith any refund or any successor formreduction of, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify credit against, its Tax liabilities in or with respect to Taxes the taxable year in which the additional amount is paid (a “Tax Benefit”), such Lender shall pay to such Borrower an amount that the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c). (d) If any LenderLender shall, in its reasonable sole good faith discretion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes as determine is equal to the net benefit, after tax, which indemnification has been paid was obtained by the Borrower pursuant to this Section 3.03, it shall promptly remit Lender in such refund (including any interest received in respect thereof), net year as a consequence of all out-of-pocket costs and expenses to the Borrowersuch Tax Benefit; provided, however, that (i) any Lender may determine, in its sole good faith discretion consistent with the policies of such Lender, whether to seek a Tax Benefit; (ii) any Taxes that are imposed on a Lender as a result of a disallowance or reduction (including through the expiration of any tax credit carryover or carryback of such Lender that otherwise would not have expired) of any Tax Benefit with respect to which such Lender has made a payment to such Borrower pursuant to this Section 5.04(c) shall be treated as a Tax for which such Borrower is obligated to indemnify such Lender pursuant to this Section 5.04 without any exclusions or defenses; (iii) nothing in this Section 5.04(c) shall require the Lender to disclose any confidential information to such Borrower (including, without limitation, its tax returns); and (iv) no Lender shall be required to pay any amounts pursuant to this Section 5.04(c) at any time which a Default or Event of Default exists. (d) Each Lender agrees to promptly return any use reasonable efforts (consistent with legal and regulatory restrictions and subject to overall policy considerations of such refund (plus interestLender) to such Lender file any certificate or document or to furnish to the Non-U.S. Borrower any information, in each case, as reasonably requested by the Non-U.S. Borrower that may be necessary to establish any available exemption from, or reduction in the event such amount of, any Taxes; provided, however, that nothing in this Section 5.04(c) shall require a Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with a copy of disclose any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refund(including, without limitation, its tax returns or its calculations).

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

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

Net Payments. (a) Except as provided for in Section 3.03(b), all All payments made by the Borrower hereunder, under on account of or with respect to any Note and the principal of, and interest on, the Loans, the Letters of Credit and all other amounts payable under this Agreement by any Borrower to the Agent, any LC Bank or any other Loan Document, including all payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will Bank shall be made in United States Dollars, without set-off or counterclaim and free and clear of, of and without deduction or withholding forreduction by reason of all present and future income, any present or future taxes, stamp and other taxes and levies, imposts, duties, feesdeductions, assessments charges, compulsory loans and withholdings whatsoever imposed, assessed, levied or other charges collected by the U.S., any state or local government, any foreign government, any territory or possession of whatever nature now the U.S. or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein therein, together with interest thereon and penalties with respect to such payments (but excludingthereto, with if any, on or in respect to of this Agreement, the Administrative AgentLoans, any LenderNote, any Letter of Credit, the registration, notarization or any other recipient formalization of any payment thereof, and any payments of principal, interest, charges, fees or other amounts made by the Borrower hereunderon, (i) under or in respect thereof, other than any tax imposed on or measured by the overall net income or net profits of such Person and franchise taxes imposed on it a Bank pursuant to the income tax laws of the jurisdiction under which such Lender is organized United States or the jurisdiction in jurisdictions where such Bank's principal or lending offices are located (hereinafter called "Taxes"), all of which the principal office or Applicable Lending Office of such Lender, as applicable, is located or in which it is otherwise doing business or any subdivision thereof or therein, and (ii) any branch profits or similar taxes imposed by any jurisdiction in which such Person is located) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies imposts, duties, fees, assessments or other charges other than those resulting from the gross negligence or willful misconduct of the Administrative Agent, any Lender, or any other recipient of any payment made by the Borrower hereunder (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may will be necessary so that every payment by it of all amounts due hereunder, under any Note or under any other Loan Document, after withholding or deduction of any Taxes will not be less than the amount provided for herein or in such Note or in such other Loan Document. The Borrower will indemnify and hold harmless any Lender, and reimburse such Lender upon its written request, for the amount of any Taxes imposed on and paid by such Lender. The Borrower will furnish Borrower, for its own account, prior to the Administrative Agent within 45 days after the date the payment of on which any Taxes, interest or any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts, or other evidence reasonably satisfactory to the respective Lender, evidencing such payment by the Borrowerpenalties attach thereto. (b) Each Lender Borrower will indemnify the Agent and each Bank against, and reimburse the Agent and each Bank on demand for, any Taxes and any loss, liability, claim, or expense including interest, penalties, and legal fees which the Agent or the Bank may incur at any time arising out of or in connection with any failure of such Borrower to make any payments of Taxes when due. (c) In the event that any Borrower is not a United States person (as required by applicable law, decree or regulation to deduct or withhold Taxes from any amounts payable on, under or in respect of this Agreement, under any Note or Letter of Credit, such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes and that is entitled to claim an exemption from or reduction Borrower shall pay in United States Dollars such additional amount as may be required, after the deduction or withholding tax of Taxes, to enable the Agent or the LC B▇▇▇▇, ▇▇ the case may be, to receive from such Borrower an amount equal to the amount stated to be payable under or with respect to a payment by Borrower agrees to provide to the Borrower and the Administrative Agent on or prior to the Closing Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Section), on or prior to the date of such assignment or transfer to such Lender, and from time to time thereafter if required by the Borrower or the Administrative Agent two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP or W-8IMY (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the payment) certifying to such Lender’s entitlement to exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this Agreement, any Note or any other Loan Document, along with any other appropriate documentation establishing such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest). In addition, each Lender agrees that from time to time after the Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies Letter of the applicable Internal Revenue Service form establishing such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest) and any related documentation as may be required to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax if the Lender continues to be so entitled. No Lender shall be required by this Section 3.03(b) to deliver a form or certificate that it is not legally entitled to deliver. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(b). The Borrower agrees to pay additional amounts and indemnify each Lender in the manner set forth in Section 3.03(a) in respect of any Taxes deducted or withheld by it as a result of any changes after the date such Lender becomes party to this Agreement in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender or Administrative Agent that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed by applicable law, to the Borrower and the Administrative Agent (as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 or any successor form, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c)Credit. (d) If any Lender, in its reasonable discretion, determines that it has finally and irrevocably received or been granted a refund Each Borrower shall promptly furnish to the Agent original tax receipts in respect of any withholding of Taxes as required under this Section 3.9 and any other information, documents and receipts that the Agent may, in its sole discretion from time to which indemnification time, require to establish to its satisfaction that full and timely payment has been made of all Taxes required to be paid by the Borrower pursuant to under this Section 3.03, it shall promptly remit such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses to the Borrower; provided, however, that the Borrower agrees to promptly return any such refund (plus interest) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refund3.9.

Net Payments. (a) Except as provided All payments by ATel to or for in Section 3.03(b), all payments made by the Borrower hereunder, account of any Bank or the Agent under any Note or any other Loan Document, including all payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will Credit Document shall be made free without set-off or counterclaim and clear of, and without in such amounts as may be necessary in order that all such payments (after deduction or withholding for, for or on account of any present or future taxes, levies, imposts, duties, fees, assessments duties or other similar charges of whatever nature now or hereafter imposed by any jurisdiction government or by any political subdivision or taxing authority thereof on the payment to or therein with respect to such payments (but excluding, with respect to for the Administrative Agent, any Lender, or any other recipient account of any payment made by Bank or the Borrower hereunderAgent under any Credit Document, (i) other than any tax imposed on or measured by the net income of a Bank (including any franchise or net profits of such Person and franchise taxes imposed on it similar tax so measured) pursuant to the income tax laws of the United States or of the jurisdiction under in which such Lender it is incorporated or organized or the jurisdiction in which the principal where such Bank's lending office or Applicable Lending Office of such Lender, as applicable, is located or in which it is otherwise doing business or any subdivision thereof or therein(collectively, and (ii) any branch profits or similar taxes imposed by any jurisdiction in which such Person is located) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies imposts, duties, fees, assessments or other charges other than those resulting from the gross negligence or willful misconduct of the Administrative Agent, any Lender, or any other recipient of any payment made by the Borrower hereunder (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being taxes hereinafter referred to collectively as “"Taxes”"). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under any Note or under any other Loan Document, after withholding or deduction of any Taxes will shall not be less than the amount provided for herein or in such Note or in such other Loan amounts otherwise specified to be paid under any Credit Document. The Borrower A Bank to which additional amounts are payable will indemnify provide ATel with a certificate setting forth in sufficient detail the calculation and hold harmless any Lender, and reimburse such Lender upon its written request, for the amount of any Taxes imposed such additional amounts payable to such Bank under this Section 2.04(a). With respect to each deduction or withholding for or on and paid by such Lender. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment account of any Taxes, or ATel shall promptly furnish to each Bank such certificates, receipts and other documents as may be required (in the reasonable judgment of such Bank) to establish any withholding or deduction on account thereof, is due pursuant tax credit to applicable law certified copies of tax receipts, or other evidence reasonably satisfactory to the respective Lender, evidencing which such payment by the BorrowerBank may be entitled. (b) Each Lender that is not a United States person Without prejudice to the provisions of clause (as such term is defined in Section 7701(a)(30a) of this Section 2.04, if any Bank, or the Code) for federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide to the Borrower and the Administrative Agent on its behalf, is required by law to make any payment on account 13 - 8 - of Taxes on or prior in relation to the Closing Dateany sum received or receivable under any Credit Document by such Bank, or the Agent on its behalf, ATel will promptly indemnify such person against such Tax payment, together with any interest and penalties payable or incurred in connection therewith, computed in a manner consistent with clause (a) of this Section 2.04 upon receipt of a certificate by such Bank providing in sufficient detail the calculation and amount of such payments. (c) Each Bank organized under the laws of a jurisdiction outside the United States, on or contemporaneously with the date of its execution and delivery of this Agreement in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 (unless each Bank listed on the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer signature pages hereof and such Lender is in compliance with the provisions of this Section), on or prior to the date on which it becomes a Bank in the case of such assignment or transfer to such Lendereach other Bank, and from time to time thereafter if required requested in writing by the Borrower or the Administrative Agent two accurate and complete original signed copies of Internal Revenue Service Forms W-8BENATel (but only so long as such Bank remains lawfully able to do so), W-8ECI, W-8EXP or W-8IMY (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete shall provide ATel with accompanying Forms W-8BEN with respect to beneficial owners of the payment) certifying to such Lender’s entitlement to exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this Agreement, any Note or any other Loan Document, along with any other appropriate documentation establishing such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest). In addition, each Lender agrees that from time to time after the Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service form establishing 1001 or 4224, as appropriate, or any successor form prescribed by the Internal Revenue Service, certifying that such exemption or reduction (such as statements certifying qualification for exemption with respect Bank is entitled to portfolio interest) and any related documentation as may be required benefits under an income tax treaty to confirm or establish which the entitlement of such Lender to a continued exemption from or reduction in United States is a party which reduces the rate of the withholding tax if on payments of interest or certifying that the Lender continues to be so entitled. No Lender shall be required by this Section 3.03(b) to deliver a form or certificate that it is not legally entitled to deliver. The Borrower shall not be obligated income receivable pursuant to Section 3.03(a) to pay additional amounts on account this Agreement is effectively connected with the conduct of a trade or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(b). The Borrower agrees to pay additional amounts and indemnify each Lender business in the manner set forth in Section 3.03(a) in respect of any Taxes deducted or withheld United States. If the form provided by it as a result of any changes after Bank at the date time such Lender Bank first becomes a party to this Agreement in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender or Administrative Agent that is indicates a United States person (interest withholding tax rate in excess of zero, withholding tax at such rate shall be considered excluded from "Taxes" as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed by applicable law, to the Borrower and the Administrative Agent (as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 or any successor form, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c2.04(a). (d) If For any Lender, in its reasonable discretion, determines that it has finally and irrevocably received or been granted a refund in period with respect of any Taxes as to which a Bank has failed to provide ATel with the appropriate form pursuant to Section 2.04(c) (unless such failure is due to a change in treaty, law or regulation occurring subsequent to the date on which a form originally was required to be provided), such Bank shall not be entitled to indemnification has been paid under Section 2.04(a) or 2.04(b) with respect to Taxes imposed by the Borrower pursuant to this Section 3.03, it shall promptly remit such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses to the BorrowerUnited States; provided, however, that should a Bank which is otherwise exempt from or subject to a reduced rate of withholding tax become subject to Taxes because of its failure to deliver a form required hereunder, ATel shall take such steps as such Bank shall reasonably request to assist such Bank to recover such Taxes. (e) which may thereafter accrue if such change is not, in the Borrower agrees to promptly return any sole judgment of such refund (plus interest) Bank, disadvantageous to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refundBank.

Net Payments. (a) All payments made by Borrower hereunder or under any Loan Document will be made without setoff, counterclaim or other defense. Except as provided for in Section 3.03(bSECTION 4.7(D), all payments hereunder and under any of the Loan Documents (including, without limitation, payments on account of principal and interest and fees) shall be made by the Borrower hereunder, under any Note or any other Loan Document, including all payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will be made free and clear of, of and without deduction or withholding for, for or on account of any present or future taxestax, leviesduty, impostslevy, dutiesimpost, fees, assessments assessment or other charges charge of whatever nature now or hereafter imposed by any Governmental Authority, but excluding therefrom (i) a tax imposed on or measured by the net income, net profits, net receipts or capital (including a branch profits tax or a franchise tax based on net income, net profits, net receipts or capital) of the Lender by the jurisdiction (or by any political subdivision or taxing authority thereof) in which the Lender is incorporated or organized, or in which it is a citizen, resident or domiciliary or the jurisdiction (or political subdivision or taxing authority thereof) in which any lending office that participated in the making of a loan hereunder is located, (ii) in the case of any Lender organized under the laws of any jurisdiction other than the United States or any state thereof (including the District of Columbia), any taxes imposed by the United States by means of withholding at the source unless, and to the extent that, such withholding results from a change in applicable law, treaty or therein regulations or the interpretation or administration thereof (including, without limitation, any guideline or policy not having the force of law) by any authority charged with respect the administration thereof subsequent to the date such payments (but excluding, Lender becomes a Lender with respect to the Administrative Agent, any Lender, Loan or any other recipient of any payment made portion thereof affected by the Borrower hereunder, such change and (iiii) any tax imposed on or measured by the net income income, net profits, net receipts or capital (including a branch profits tax, or a franchise tax based on net profits income, net profits, net receipts or capital) of such Person and franchise taxes imposed on it pursuant to the laws of the jurisdiction under which such a Lender is organized or the jurisdiction in which the principal an office or Applicable Lending Office branch thereof by the United States of such Lender, as applicable, is located or in which it is otherwise doing business America or any political subdivision or taxing authority thereof or thereintherein (such tax or taxes, other than a tax or taxes excluded under (i), (ii), or (iii), being herein referred to as "TAX" or "TAXES" and tax or taxes excluded under (i), (ii) any branch profits or similar taxes imposed by any jurisdiction in which such Person is located(iii) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies imposts, duties, fees, assessments or other charges other than those resulting from the gross negligence or willful misconduct of the Administrative Agent, any Lender, or any other recipient of any payment made by the Borrower hereunder (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being shall be referred to collectively as “Taxes”"EXCLUDED TAXES"). If Borrower is required by law to make any deduction or withholding of any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every from any payment by it of all amounts due hereunder, under any Note hereunder or under any other of the Loan DocumentDocuments, then the amount payable will be increased to such amount which, after withholding deduction from such increased amount of all such Taxes required to be withheld or deduction of any Taxes deducted therefrom, will not be less than the amount provided for herein due and payable hereunder had no such deduction or in such Note or in such other Loan Documentwithholding been required. The A certificate as to any additional amounts payable to a Lender under this SECTION 4.7 submitted to Borrower will indemnify and hold harmless any Lender, and reimburse by such Lender upon its written request, for shall show in reasonable detail the amount payable and the calculations used to determine in good faith such amount and shall, absent manifest error, be final, conclusive and binding upon all parties hereto. (b) If Borrower makes any payment hereunder or under any of the Loan Documents in respect of which it is required by law to make any Taxes imposed on and paid by such Lender. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment deduction or withholding of any Taxes, it shall pay the full amount to be deducted or any withholding withheld to the relevant taxation or deduction on account thereof, is due pursuant to other authority within the time allowed for such payment under applicable law certified copies of tax receipts, or other evidence reasonably satisfactory and shall deliver to all affected Lenders within 30 days after it has made such payment to the respective Lender, applicable authority any receipt issued by such authority to the Borrower evidencing the payment to such payment by the Borrowerauthority of all amounts so required to be deducted or withheld from such payment. (bc) Without prejudice to the other provisions of SECTION 4.7, if any Lender, or Administrative Agent on its behalf, is required by law to make any payment on account of Taxes on or in relation to any amount received or receivable hereunder or under any of the Loan Documents by such Lender, or Administrative Agent on its behalf, or any liability for Tax in respect of any such payment is imposed, levied or assessed against any Lender or Administrative Agent on its behalf, Borrower will promptly, following receipt of the certificate described in the immediately following sentence, indemnify such person against such Tax payment or liability, together with any interest, penalties and expenses (including reasonable counsel fees and expenses) payable or incurred in connection therewith, including any tax of any Lender arising by virtue of payments under this SECTION 4.7(C), computed in a manner consistent with this SECTION 4.7(C). A certificate prepared in good faith as to the amount of such payment (showing in reasonable detail the amount payable and the calculations used to determine such amount) by such Lender, or Administrative Agent on its behalf, absent manifest error, shall be final, conclusive and binding upon all parties hereto for all purposes. (d) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide deliver to the Borrower and the Administrative Agent on or prior to the Closing Initial Borrowing Date, or in the case of a Lender that is an assignee or transferee Assignee of an interest under this Agreement pursuant to Section 11.06 SECTION 3.7 or 12.8 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Sectionassignment), on or prior to the date of such assignment or transfer to such Lender, and from time to time thereafter if required by the Borrower or the Administrative Agent (i) two accurate and complete original signed copies of Internal Revenue Service Forms IRS Form W-8BEN, W-8ECI, W-8EXP or W-8IMY (or successor, substitute successor or other appropriate applicable forms and, in prescribed by the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the paymentIRS) certifying to such Lender’s 's entitlement to a complete exemption from or a reduced rate of withholding of United States withholding tax with respect to on interest payments to be made under this AgreementAgreement and under any Note, or (ii) if the Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver the applicable form pursuant to clause (i) above, (x) a certificate substantially in the form of EXHIBIT 4.7(D) (any Note such certificate, a "SECTION 4.7(D)(II) CERTIFICATE") and (y) two accurate and complete original signed copies of IRS Form W-8BEN (or successor form), certifying to such Lender's entitlement to a complete exemption from United States withholding tax on payments of interest to be made under this Agreement and under any other Loan DocumentNote; PROVIDED, along HOWEVER, that no Lender shall be required to deliver an IRS Form ▇-▇▇▇▇, ▇-▇▇▇▇, W-8IMY, or SECTION 4.7(D)(II) Certificate under this SECTION 4.7(D) to the extent that the delivery of such form is not authorized by law; PROVIDED FURTHER, HOWEVER, that in the event that a Lender provides the Borrower or the Administrative Agent with an IRS Form W-8IMY (or substitute form) indicating that it is a "flow through" entity, as defined in Treasury Regulations promulgated under Section 1441 of the Code, or otherwise, not a beneficial owner of interest payments under this Agreement and under any other appropriate documentation establishing Note, such Lender agrees, on or prior to the Initial Borrowing Date, or the date of assignment to such Lender, as applicable, to take any actions necessary, and to deliver to Borrower and Administrative Agent all forms necessary, to establish such Lender's entitlement to a complete exemption from, or a reduction in, United States withholding tax on payments of interest to be made under this Agreement and under any Note, including causing its partners, members, beneficiaries, beneficial owners, and their beneficial owners, if any, to take any actions and deliver any forms necessary to establish such exemption. Notwithstanding the foregoing, (i) a fiscally transparent entity may provide an IRS Form W-8BEN to claim a treaty exemption or rate reduction to the extent that such entity is receiving interest and is not treated as fiscally transparent by its own jurisdiction, provided the satisfaction of such conditions entitles the Lender to an exemption or reduction from withholding at the time such Lender becomes a party to this Agreement and (ii) a withholding foreign partnership, withholding foreign trust, and qualified intermediary shall only provide such information as statements certifying qualification is required by Treasury Regulations promulgated under Code Section 1441. For purposes of this Agreement, the term "Forms" shall include any attachments for exemption with respect to portfolio interest)IRS Forms W-8 IMY required to be filed by the Lender. In addition, each Lender agrees that from time to time after the Closing Initial Borrowing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it such Lender will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of an IRS Form W-8BEN, W-8ECI, or W-8IMY and a SECTION 4.7(D)(II) Certificate, as the applicable Internal Revenue Service form establishing case may be, and such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest) and any related documentation other forms as may be required in order to confirm or establish the entitlement of such Lender (or its partners, members, beneficiaries, or beneficial owners) to a continued exemption from or reduction in United States withholding tax if the Lender continues Tax on interest payments under this Agreement and any Note, or it shall immediately notify Borrower and Administrative Agent of its inability to be so entitled. No deliver any such form or certificate; PROVIDED, HOWEVER, that no Lender shall be required by this Section 3.03(b) to deliver a form an IRS Form ▇▇-▇▇▇, ▇-▇▇▇▇, or certificate that it is not legally entitled to deliver. The Borrower shall not be obligated pursuant to Section 3.03(aW-8IMY under this SECTION 4.7(D) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that the delivery of such Taxes arise form is not authorized by law; PROVIDED, FURTHER, HOWEVER, that any Lender which does not deliver the applicable form pursuant to SECTION 4.7(D) shall be entitled to additional payment pursuant to SECTION 4.7(A) or indemnification under SECTION 4.7(C) only if and to the extent (i) such failure results solely due from a change in law or (ii) the Tax to which such additional payment or indemnification relates would have been imposed regardless of whether such Lender provided such forms. Notwithstanding anything to the contrary contained in SECTION 4.7, any Lender that has not provided to Borrower the IRS Forms required to be provided to Borrower pursuant to this SECTION 4.7(D) shall not be entitled to any payment of additional amounts pursuant to SECTION 4.7(A) or indemnification under SECTION 4.7(C) with respect to any deduction or withholding which would not have been required if such Lender had provided such forms. (e) Each Lender that is incorporated or organized under the laws of the United States of America or a Lender’s failure state thereof shall provide two properly completed and duly executed copies of IRS Form W-9, or any successor or other applicable form. Each Lender shall deliver to deliver Borrower and Administrative Agent (provided that such Lender remains lawfully able to do so), two further duly executed forms and statements, properly completed in all material respects, at or before the time any such form or statement expires or becomes obsolete, or otherwise as reasonably requested by Borrower. Each Lender shall promptly notify Borrower at any time it determines that it was legally entitled is no longer in a position to but failed provide any previously delivered certificate to deliver under this Section 3.03(bBorrower (or any other form or certification adopted by U.S. taxing authorities for such purpose). The . (f) Each Lender agrees that, as promptly as practicable after it becomes aware of the occurrence of any event or the existence of any condition that would cause Borrower agrees to pay additional amounts and indemnify each Lender in the manner set forth in Section 3.03(a) make a payment in respect of any Taxes deducted to such Lender pursuant to SECTION 4.7(A) or withheld a payment in indemnification for any Taxes pursuant to SECTION 4.7(C), it will use reasonable efforts to make, fund or maintain the Loan (or portion thereof) of such Lender with respect to which the aforementioned payment is or would be made through another lending office of such Lender or take any other action reasonably requested by it Borrower if as a result thereof the additional amounts which would otherwise be required to be paid by such Borrower in respect of any changes after the date such Lender becomes party to this Agreement Loans (or portions thereof) or participation in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding Letters of income or similar Taxes. (c) Each Lender or Administrative Agent that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed by applicable law, to the Borrower and the Administrative Agent (as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 or any successor form, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated Credit pursuant to Section 3.03(aSECTION 4.7(A) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that SECTION 4.7(C) would be materially reduced, and if, as determined by such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c). (d) If any Lender, in its reasonable discretion, determines that it has finally and irrevocably received the making, funding or been granted maintaining of such Loans or participation in Letters of Credit (or portions thereof) through such other lending office or taking of such other action would not otherwise materially adversely affect such Loans or such Lender. Borrower agrees to pay all reasonable expenses incurred by any Lender in utilizing another lending office of such Lender or taking of such other action pursuant to this SECTION 4.7(F). (g) If Administrative Agent or any Lender receives a refund in respect of any Taxes as to which indemnification has been paid by the Borrower pursuant to under this Section 3.03SECTION 4.7, it such Person shall promptly remit pay such refund (including any interest received in respect thereof)to Borrower; PROVIDED, net of all out-of-pocket costs and expenses HOWEVER, that Borrower shall promptly return such amount to the Borrower; providedAdministrative Agent or Lender, howeveras the case may be, after it receives notice from the Administrative Agent or Lender, as the case may be, showing in reasonable detail the amount payable and the calculations used to determine such amount, that the Borrower agrees to promptly return any Administrative Agent or such refund (plus interest) to such Lender in Lender, as the event such Lender case may be, is required to repay such refund amount to the relevant a taxing authority. Any . (h) Each Lender agrees to indemnify and hold the Borrower and the Administrative Agent harmless from and against any Taxes incurred or payable by Borrower or Administrative Agent as a result of the failure of Borrower or Administrative Agent to comply with its obligations to deduct or withhold any Taxes from any payments made pursuant to this Agreement, provided that such failure directly results from the Borrower's or Administrative Agent's reasonable reliance on any form, statement, or certificate provided to it by such Lender shall provide the Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender pursuant to apply for any such refundthis SECTION 4.7.

Net Payments. (a) Except as provided for in Section 3.03(b)required by law, all payments made by or on behalf of the Borrower hereunder, under any Note this Agreement or any other Loan Document, including all payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will Credit Document shall be made free and clear of, and without deduction or withholding forfor or on account of, any present current or future income, stamp or other taxes, levies, imposts, duties, charges, fees, assessments deductions or other charges of whatever nature withholdings, now or hereafter imposed imposed, levied, collected, withheld or assessed by any Governmental Authority (including any interest, additions to tax and penalties) (collectively, “Taxes”) excluding in the case of each Lender and each Agent and except as otherwise provided in Section 5.4(f), (A) net income Taxes and franchise Taxes (imposed in lieu of net income Taxes) imposed on such Agent or such Lender as a result of (i) such Agent or such Lender having been organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax or by (ii) a present or former connection between such Agent or such Lender and the jurisdiction imposing such Tax or any political subdivision or taxing authority thereof or therein with respect to (other than any such payments (but excludingconnection arising from such Agent or such Lender having executed, with respect to the Administrative Agentdelivered or performed its obligations or received a payment under, or enforced, or engaged in any Lenderother transactions pursuant to, this Agreement or any other recipient of any payment made by the Borrower hereunderCredit Document), (i) any tax imposed on or measured by the net income or net profits of such Person and franchise taxes imposed on it pursuant to the laws of the jurisdiction under which such Lender is organized or the jurisdiction in which the principal office or Applicable Lending Office of such Lender, as applicable, is located or in which it is otherwise doing business or any subdivision thereof or therein, and (iiB) any branch profits Taxes imposed by the United States of America or any similar taxes Tax imposed by any other jurisdiction described in which such Person is locatedclause (A) and all interest(C) any U.S. federal withholding Tax imposed pursuant to FATCA (collectively, penalties or similar liabilities with respect to such non-excluded taxes, levies imposts, duties, fees, assessments or other charges other than those resulting from the gross negligence or willful misconduct of the Administrative Agent, any Lender, or any other recipient of any payment made by the Borrower hereunder (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Excluded Taxes”). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under any Note or under any other Loan Document, after withholding or deduction of any Taxes will not be less than the amount provided for herein or in such Note or in such other Loan Document. The Borrower will indemnify and hold harmless any Lender, and reimburse such Lender upon its written request, for the amount of any non-Excluded Taxes imposed on and paid or with respect to any payment by such Lender. The Borrower will furnish or on account of any obligation of any Credit Party under Credit Documents (“Non-Excluded Taxes”) are required to be withheld by a Withholding Agent from any amounts payable under this Agreement or any other Credit Document, the applicable Credit Party shall increase the amounts payable to the Administrative Agent within 45 days or such Lender to the extent necessary to yield to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes including those applicable to any amounts payable under this Section 5.4) interest or any such other amounts payable hereunder at the date rates or in the amounts specified in such Credit Document. Whenever any withholding Taxes are payable by any Credit Party in respect of amounts payable under any Credit Document, promptly thereafter, the applicable Credit Party 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, if available (or other evidence acceptable to such Lender, acting reasonably) received by the applicable Credit Party showing payment thereof. The agreements in this Section 5.4 shall survive the termination of this Agreement and the payment of any Taxes, or any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts, or the Loans and all other evidence reasonably satisfactory to the respective Lender, evidencing such payment by the Borroweramounts payable hereunder. (b) In addition, each Credit Party shall pay any present or future stamp, documentary, filing, mortgage, recording, property or intangible taxes, charges or similar levies that arise from any payment made by such Credit Party hereunder or under any other Credit Documents or from the execution, delivery or registration or recordation of, performance under, or otherwise with respect to, this Agreement or the other Credit Documents, except any taxes imposed as a result of a present or former connection between an assignee and the jurisdiction imposing such tax (other than a connection arising solely from an assignee having executed, delivered, become a party to, performed its obligations under, received or perfected a security interest under, engaged in any transaction pursuant to, or enforced this Agreement) with respect to an assignment (other than an assignment requested by a Credit Party) (hereinafter referred to as “Other Taxes”). (i) Subject to Section 5.4(f), the Credit Parties shall jointly and severally indemnify each Lender and each Agent for and hold them harmless against the full amount of Non-Excluded Taxes and Other Taxes, and for the full amount of Non-Excluded Taxes and Other Taxes payable, imposed or asserted (whether or not correctly or legally asserted) by any jurisdiction on any additional amounts or indemnities payable under this Section 5.4, imposed on or paid by such Lender or such Agent (as the case may be) and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto; provided that if any claim pursuant to this Section 5.4(c)(i) is made later than 180 days after the date on which the relevant Lender or Agent had actual knowledge of the relevant Non-Excluded Taxes or Other Taxes, then the Credit Parties shall not be required to indemnify the applicable Lender or Agent for any penalties which accrue in respect of such Non- Excluded Taxes or Other Taxes after the 180th day. This indemnification shall be made within 30 days from the date such Lender or such Agent (as the case may be) makes written demand therefor. (ii) Each Lender shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent against any Non-Excluded Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of Credit Parties to do so), (y) the Administrative Agent and the Credit Parties, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.6(d)(ii) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender that are payable or paid by the Administrative Agent or the Credit Parties in connection with any Credit Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Credit Document against any amount due to the Administrative Agent under this clause (ii). (d) Each Lender shall, at such times as are reasonably requested by the Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any documentation prescribed by any Applicable Law or reasonably requested by the Borrower or the Administrative Agent (A) as will permit such payments to be made without, or at a reduced rate of, withholding or (B) as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Each such Lender shall, whenever a lapse in time or change in circumstances renders such documentation obsolete, expired or inaccurate in any material 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 of its inability to do so. Notwithstanding anything herein to the contrary, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 5.4(d)(i), 5.4(e) and 5.4(g) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Without limiting the foregoing to the extent permitted by law, each Lender that is not a United States person (as such term is defined in within the meaning of Section 7701(a)(30) of the CodeCode (a “Non-U.S. Lender”) for federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide shall: (i) deliver to the Borrower and the Administrative Agent on or prior before the date on which it becomes a party to the Closing Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Section), on or prior to the date of such assignment or transfer to such Lender, and from time to time thereafter if required by upon the request of the Borrower or the Administrative Agent Agent) two accurate and complete original signed copies properly executed originals of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP or W-8IMY (or successor, substitute or other appropriate forms and, w) in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners Non-U.S. Lender claiming exemption from U.S. federal withholding Tax under Section 871(h) or 881(c) of the payment) certifying to such Lender’s entitlement to exemption from or a reduced rate of withholding of United States withholding tax Code with respect to payments of “portfolio interest,” United States Internal Revenue Service Form W-8BEN or W-8BEN-E (together with a certificate representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c)(3)(A) of the Code, is not a 10 percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code) substantially in the form of Exhibit K (a “United States Tax Compliance Certificate”)), (x) United States Internal Revenue Service Form W- 8BEN, W-8BEN-E or Form W-8ECI, (y) to the extent a Non-U.S. Lender is not the Beneficial Owner (for example, where the Non-U.S. Lender is a partnership or a participating Lender), United States Internal Revenue Service Form W-8IMY (or any successor forms) of the Non-U.S. Lender, accompanied by a Form W-8ECI, ▇-▇▇▇▇ ▇▇ ▇-▇▇▇▇-▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Tax Compliance Certificate, Form W-9, Form W- 8IMY or any other required information from each Beneficial Owner, as applicable (provided that, if one or more Beneficial Owners are claiming the portfolio interest exemption, the United States Tax Compliance Certificate may be made provided by such Non-U.S. Lender on behalf of such Beneficial Owner), and/or (z) any other form prescribed by applicable U.S. federal income Tax laws (including the United States Treasury Regulations) as a basis for claiming a complete exemption from, or a reduction in, U.S. federal withholding Tax on any payments to such Lender under the Credit Documents, in each case properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or reduced rate of, U.S. federal withholding Tax on payments by the Borrower under this Agreement, any Note or any other Loan Document, along with any other appropriate documentation establishing such exemption or reduction ; and (such as statements certifying qualification for exemption with respect to portfolio interest). In addition, each Lender agrees that from time to time after the Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will ii) deliver to the Borrower and the Administrative Agent two new accurate further originals of any such form or certification (or any applicable successor form) on or before the date that any such form or certification expires or becomes obsolete or inaccurate and complete original signed copies promptly after the occurrence of any event requiring a change in the applicable Internal Revenue Service most recent form establishing previously delivered by it to the Borrower; unless in any such exemption case any change in treaty, law or reduction (regulation has occurred prior to the date on which any such as statements certifying qualification for exemption delivery would otherwise be required that renders any such form inapplicable or would prevent such Lender from duly completing and delivering any such form with respect to portfolio interest) and any related documentation as may be required to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax if the Lender continues to be so entitledit. No Each Lender shall be required by this Section 3.03(b) to deliver a form or certificate that it is not legally entitled to deliver. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(b). The Borrower agrees to pay additional amounts and indemnify each Lender in the manner set forth in Section 3.03(a) in respect of any Taxes deducted or withheld by it as a result of any changes after the date such Lender becomes party to this Agreement in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender or Administrative Agent that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed by applicable law, to promptly notify the Borrower and the Administrative Agent at any time it determines that it is no longer in a position to provide any previously delivered form or certification to the Borrower or the Administrative Agent. (e) If a payment made to a Lender under this Agreement or any other Credit Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 or any successor form, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c). (d) If any Lender, in its reasonable discretion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes as to which indemnification has been paid by the Borrower pursuant to this Section 3.03, it shall promptly remit such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses to the Borrower; provided, however, that the Borrower agrees to promptly return any such refund (plus interest) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide deliver to the Borrower Withholding Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Withholding Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Withholding Agent as may be necessary for the Withholding Agent to comply with a copy its obligations under FATCA, to determine that such Lender has or has not complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.4(e), “FATCA” shall include any notice amendments made to FATCA after the date of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refundthis Agreement.

Net Payments. (a) Except as provided for in Section 3.03(b), all All payments made by the each Borrower hereunder, under any Note or any other Loan Document, including and all payments made by the Borrower Company pursuant to its guaranty obligations under Section 2.15Article X, shall be made without setoff, counterclaim or other defense. All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, with respect to except as provided in the Administrative Agentsecond succeeding sentence, any Lender, or any other recipient (A) franchise tax (imposed in lieu of any payment made by the Borrower hereunder, (inet income taxes) any tax and taxes imposed on or measured by the net income or net profits of such Person and franchise taxes imposed on it a Lender pursuant to (i) the laws of the jurisdiction under which such Lender is organized or the jurisdiction in which the principal office or Applicable the Domestic Lending Office or Foreign Lending Office of such Lender, as applicable, is located or in which it is otherwise doing business or any subdivision thereof or thereintherein or (ii) the laws of any jurisdiction as a result of a present or former connection between such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Lender’s having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement, any Note or any other Loan Document) and (iiB) any branch profits or similar taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction described in which clause (A) above (all such Person is located) taxes described in this parenthetical, as modified by the proviso at the end of the succeeding sentence, being referred to collectively as “Excluded Taxes”)), and all interest, penalties or similar liabilities with respect to such non-excluded taxesExcluded Taxes, levies levies, imposts, duties, fees, assessments or other charges other than those resulting from the gross negligence or willful misconduct of the Administrative Agent, any Lender, or any other recipient of any payment made by the Borrower hereunder (all such non-excluded taxesExcluded Taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, the applicable Borrower agrees to pay the full amount of such Taxes and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under any Note or under any other Loan Document, after withholding or deduction for or on account of any Taxes will not be less than the amount provided for herein or in such Note or in such other Loan Document. The Borrower will indemnify and hold harmless ; provided, however, that to the extent that any such payment, on the date that such payment falls due, could have been made without any such deduction or withholding if such payment were made to a Qualifying Lender, but the Lender to which such payment is made has ceased to be a Qualifying Lender other than as a result of any change in law occurring after the date of this Agreement, then such Borrower shall not be required to pay such additional amounts attributable to such Lender’s failure to be a Qualifying Lender. Each Qualifying Lender whose qualifying status is based upon a double tax treaty, or a relevant tax law in a jurisdiction of the relevant Borrower, shall cooperate in completing any procedural formalities (including, without limitation, the completion and provision of the Internal Revenue Service Forms, the Withholding Certificate and an Exemption Certificate (if applicable) as described in Section 3.03(b)) necessary to obtain such Qualifying Lender status and shall promptly inform the Borrowers and the Global Agent of any change affecting its Qualifying Lender status. If any amounts are payable in respect of Taxes pursuant to the sentence before the preceding sentence, such Borrower agrees to reimburse each Lender, within 15 Business Days of a written request of such Lender upon its written request, for taxes imposed on or measured by the amount net income of such Lender by reason of the payment of such Taxes and net of any Taxes imposed on and paid tax benefits received by such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or Domestic Lending Office or Foreign Lending Office of such Lender is located, as the case may be, or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office or the Domestic Lending Office or Foreign Lending Office of such Lender is located, as the case may be, and for any withholding of taxes measured by net income imposed by any relevant jurisdiction of the Borrowers, the United States of America or, in the case of any Canadian Lender, Canada as such Lender shall determine are payable by, or withheld from, such Lender in respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence, which request shall be accompanied by a statement from such Lender setting forth, in reasonable detail, the computations used in determining such amounts. The Each Borrower will furnish to the Administrative Global Agent within 45 days after the date the payment of any Taxes, or any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts, or other evidence reasonably satisfactory to the respective Lender, evidencing such payment by such Borrower. Each Borrower will indemnify and hold harmless the BorrowerGlobal Agent and each Lender, and reimburse the Global Agent or such Lender upon its written request, for the amount of any Taxes attributable to such Borrower so levied or imposed and paid or withheld by such Lender. (bi) Each Lender that is not becomes a United States person (as such term is defined in Section 7701(a)(30) of Lender on the Code) for federal income tax purposes Closing Date shall be a Qualifying Lender. Each Lender and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower Participant agrees to provide to the Borrower Company and the Administrative Global Agent on or prior to the Closing Date, or in the case of a Participant or a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 11.05 (unless the respective Lender or Participant was already a Lender or Participant hereunder immediately prior to such assignment or transfer and such Lender or Participant is in compliance with the provisions of this Section), on or prior to the date of such assignment or transfer to such LenderLender or Participant, and from time to time thereafter if required by the Borrower Company or the Administrative Agent Global Agent: (1) either (x) two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN▇-▇, W-8ECI▇-▇▇▇▇, W-8EXP ▇-▇▇▇▇, ▇-▇▇▇▇ or W-8IMY (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the paymentforms) certifying to such Lender’s or Participant’s entitlement to a complete exemption from from, or a reduced rate of withholding of from, United States withholding tax with respect to payments to be made under this Agreement, any Note or any other Loan Document, along or (y) in the case of a Lender or Participant that is not incorporated or organized under the laws of the United States or a state therein and is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest,” a certificate substantially in the form of Exhibit H (any such certificate, an “Exemption Certificate”) and an Internal Revenue Service Form W-8BEN or, in either case, any subsequent versions thereof or successors thereto, properly completed and duly executed by such Lender or Participant claiming complete exemption from U.S. federal withholding tax on all interest payments by the Borrowers made under this Agreement, any Note or any other Loan Document, (2) a certificate substantially in the form of Exhibit I (any such certificate, a “Witholding Certificate”), executed by an authorized officer of such Lender and other appropriate documentation establishing certifying to such Lender’s or Participant’s entitlement to a complete exemption from, or reduction rate of, withholding tax under the relevant tax law (such as statements certifying qualification for exemption modified by any relevant double tax treaty) in each relevant jurisdiction of the Borrowers with respect to portfolio interestpayments of interest to be made under this Agreement, any Note or any other Loan Document and (3) a certificate substantially in the form of Exhibit J (any such certificate, a “Qualifying Certificate”), executed by an authorized officer of such Lender or Participant, certifying to such Lender’s or Participant’s status as a Swiss Qualifying Lender. In addition, each Lender and Participant agrees that from time to time after the Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrower Company and the Administrative Global Agent (or, in the case of a Participant, to the Lender from which the related participation shall have been purchased) two new accurate and complete original signed copies of the applicable Internal Revenue Service form establishing Form, an Exemption Certificate (if applicable), a Withholding Certificate and a Qualifying Certificate and related documentation, as the case may be, and such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest) and any related documentation other forms as may be required in order to confirm or establish the entitlement of such Lender or Participant to a continued exemption from from, or reduction in United States rate of, withholding tax in each relevant jurisdiction of the Borrower with respect to payments under this Agreement, any Note or any other Loan Document. (ii) Each Lender and Participant that is not incorporated or organized under the laws of the jurisdiction under which a Foreign Subsidiary Borrower is incorporated or organized or is not a resident for taxation purposes of such Foreign Subsidiary Borrower’s country of tax residence, shall deliver to the Global Agent, the Company, and the applicable Governmental Authority (if required), prior to the date such Lender continues to be so entitled. No or Participant becomes a Lender shall be required by or Participant under this Section 3.03(b) to deliver a Agreement, any form or certificate required in order that any payment by such Foreign Subsidiary Borrower under this Agreement or a Note to the Lender may be made without, or at a reduced rate of, withholding tax imposed on such payment under the laws of the jurisdiction under which such Foreign Subsidiary Borrower is incorporated or organized or is otherwise a resident for taxation purposes. (iii) Notwithstanding anything to the contrary contained in Section 3.03(a), but subject to Section 11.05(c) and the immediately succeeding sentence, (x) each Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold Taxes imposed by each relevant jurisdiction of the Borrowers (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Lender that has not legally entitled provided to deliver. The the Company such Internal Revenue Service Forms, Exemption Certificate (if applicable) and Withholding Certificate and related documentation that establish a complete exemption from withholding and (y) no Borrower shall not be obligated pursuant to Section 3.03(a) hereof to pay gross-up payments to be made to a Lender in respect of Taxes of such Lender or any additional amounts on account with respect thereto (A) if such Lender (or related Participant) has not provided to the Company the Internal Revenue Service Forms or statement required to be provided to the Company pursuant to this Section 3.03(b), (B) if the Company has been provided a Withholding Certificate from such Lender (or related Participant) providing for a zero rate of or indemnify withholding tax under the relevant tax law in each relevant jurisdiction of the Borrowers with respect to Taxes payments of interest to be made under this Agreement, which Withholding Certificate has proven to be inaccurate, (C) if the Lender was not a Qualifying Lender on the date that it became a Lender under this Agreement, or (D) to the extent that such Taxes arise solely due forms do not establish a complete exemption from withholding of such Taxes. Notwithstanding anything to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under the contrary contained in the preceding sentence or elsewhere in this Section 3.03(b3.03 and except as specifically provided for in Section 11.05(c). The , each Borrower agrees to pay additional amounts and indemnify each Lender in the manner set forth in Section 3.03(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any Taxes deducted or withheld by it as described in the previous sentence as a result of any changes after the date that such Lender becomes party to became a Lender under this Agreement in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each If (i) a Lender or Administrative the Global Agent that is entitled to claim a United States person (refund from a Governmental Authority in respect of Taxes or Other Taxes as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed to which indemnification has been paid by applicable law, to the any Borrower and the Administrative Agent (as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 or any successor form, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c). or Section 11.01 and (dii) such Lender or the Global Agent, in its sole opinion, reasonably determines the amount of such refund, net of any costs incurred in pursuing such refund, is material, it shall make a timely claim to such Governmental Authority for such refund. If any Lender, in its reasonable discretionsole opinion, reasonably determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes or Other Taxes paid as to which indemnification has been paid by the any Borrower pursuant to this Section, or Section 3.0311.01, it shall promptly remit to such Borrower such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses to incurred in obtaining the Borrowerrefund; provided, however, that the such Borrower agrees to promptly return any such refund (plus interestincluding any interest received in respect thereof) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the such Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refund. (d) Notwithstanding anything in this Agreement to the contrary, for purposes of payments made by any Canadian Borrower, no Lender shall be entitled to additional amounts under Section 3.03 to the extent that such Lender fails to deal with such Canadian Borrower on an arm’s length basis within the meaning of the Income Tax Act (Canada).

Net Payments. (a) Except as provided for in Section 3.03(b), all All payments made by the Guarantors or the Borrower hereunder, hereunder or under any Revolving Note will be made without set-off, counterclaim or any other Loan Documentdefense. Except as provided in Section 3.04(b), including all such payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, with respect to except as provided in the Administrative Agent, any Lender, or any other recipient of any payment made by the Borrower hereundersecond succeeding sentence, (i) any tax imposed on or measured by the net income or net profits of such Person and a Bank, or any franchise taxes imposed tax based on it the net income or profits of a Bank, in either case pursuant to the laws of the United States of America or any political subdivision or taxing authority thereof or therein or the jurisdiction under in which such Lender it is organized or the jurisdiction in which the principal office or Applicable Lending Office applicable lending office of such Lender, as applicable, Bank is located or in which it is otherwise doing business or any subdivision thereof or therein, and (ii) in the case of any branch profits Bank organized under the laws of any jurisdiction other than the United States of America or similar any State thereof (including the District of Columbia), any taxes imposed by any jurisdiction the United States of America by means of withholding at the source unless such withholding results from a change in which applicable law or treaty subsequent to the date such Person is locatedBank becomes a Bank with respect to the Revolving Loan or portion thereof affected by such change) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies imposts, duties, fees, assessments or other charges other than those resulting from the gross negligence or willful misconduct of the Administrative Agent, any Lender, or any other recipient of any payment made by the Borrower hereunder thereto (all such non-excluded taxes, levies, impostsimports, duties, fees, assessments or other charges being referred to collectively as “"Taxes”"). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes Taxes, and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under any Note this Agreement or under any other Loan DocumentRevolving Note, after withholding or deduction for or on account of any Taxes Taxes, will not be less than the amount provided for herein or in such Note Revolving Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence of this Section 3.04(a), then the Borrower agrees to reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income or profits of such Bank, or any franchise tax based on the net income or profits of such Bank, in either case pursuant to the laws of the jurisdiction in which the principal office or applicable lending office of such other Loan DocumentBank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office or applicable lending office of such Bank is located and for any withholding of income or similar taxes imposed by the United States of America as such Bank shall determine are payable by, or withheld from, such Bank in respect of such amounts so paid to or on behalf of such Bank pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Bank pursuant to this sentence. Such written request shall set forth the amount of net income or profits or franchise taxes payable by, or withheld from, such Bank pursuant to the immediately preceding sentence and shall be certified by an appropriate officer of such Bank. The Borrower will indemnify pay any such Taxes required to be paid pursuant to this Section 3.04(a) within the time allowed for such payment under applicable law and hold harmless any Lender, and reimburse such Lender upon its written request, for the amount of any Taxes imposed on and paid by such Lender. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes, Taxes is made to the relevant taxation or any withholding or deduction on account thereof, is due other authority pursuant to applicable law certified copies of tax receipts, or other evidence reasonably satisfactory to the respective Lender, receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Bank, and reimburse such Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by such Bank. (b) Each Lender that Bank which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide deliver to the Borrower and the Administrative Agent on or prior to the Closing Date, Restatement Effective Date or in the case of a Lender Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 Sections 1.13 or 11.04 (unless the respective Lender Bank was already a Lender Bank hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Sectiontransfer), on or prior to the date of such assignment or transfer to such LenderBank, and from time to time thereafter if required by the Borrower or the Administrative Agent (i) two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP Form 4224 or W-8IMY Form 1001 (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the paymentsuccessor forms) certifying to such Lender’s Bank's entitlement to a complete exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this AgreementAgreement and under any Revolving Note, or (ii) if the Bank is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit C (any Note such certificate, a "Section 3.04(b)(ii) Certificate") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8 (or any other Loan Document, along with any other appropriate documentation establishing successor form) certifying to such Bank's entitlement to a complete exemption or reduction (such as statements certifying qualification for exemption from United States withholding tax with respect to portfolio interest)payments of interest to be made under this Agreement and under any Revolving Note. In addition, each Lender Bank agrees that from time to time after the Closing Restatement Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service form establishing Form 4224 or 1001, or Form W-8 and a Section 3.04(b)(ii) Certificate, as the case may be, and such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest) and any related documentation other forms as may be required in order to confirm or establish the entitlement of such Lender Bank to a continued exemption from or reduction in United States withholding tax if with respect to payments under this Agreement and any Revolving Note, or it shall immediately notify the Lender continues Borrower and the Administrative Agent of its inability to be so entitleddeliver any such form or certificate. No Lender Notwithstanding anything to the contrary contained in Section 3.04(a), but subject to Section 11.04(b) and the immediately succeeding sentence, (x) the Borrower shall be required by this Section 3.03(b) entitled, to deliver a form or certificate that the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Bank which is not legally entitled a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to deliver. The the extent that such Bank has not provided to the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 3.03(a3.04(a) hereof to pay additional amounts on account gross-up payments to be made to a Bank in respect of income or indemnify with respect similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) if (I) such Bank has not provided to Taxes the Borrower the Internal Revenue Service Forms and, if applicable, certificate required to be provided to the Borrower pursuant to this Section 3.04(b) or (II) in the case of a payment, other than interest, to a Bank described in clause (ii) above, to the extent that such Taxes arise solely due forms and, if applicable, certificate do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under the contrary contained in the preceding sentence or elsewhere in this Section 3.03(b3.04 and except as set forth in Section 11.04(b). The , the Borrower agrees to pay additional amounts and to indemnify each Lender Bank in the manner set forth in Section 3.03(a3.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any Taxes amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes after the date such Lender becomes party to this Agreement Restatement Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the official interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender or Administrative Agent that is a United States person (as such term is defined in The provisions of this Section 7701(a)(30) of the Code) for federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed by applicable law, 3.04 are subject to the Borrower and the Administrative Agent provisions of Section 11.15 (as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 or any successor form, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(capplicable). (d) If any Lender, in its reasonable discretion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes as to which indemnification has been paid by the Borrower pursuant to this Section 3.03, it shall promptly remit such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses to the Borrower; provided, however, that the Borrower agrees to promptly return any such refund (plus interest) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refund.

Net Payments. (a) Except as provided for in Section 3.03(b)required by law, all payments made by the Borrower hereunder, or on behalf of a Credit Party under any Note this Agreement or any other Loan Document, including all payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will Credit Document shall be made free and clear of, and without deduction or withholding forfor or on account of, any present current or future income, stamp or other taxes, levies, imposts, duties, charges, fees, assessments deductions or other charges of whatever nature withholdings, now or hereafter imposed imposed, levied, collected, withheld or assessed by any Governmental Authority (including any interest, additions to tax and penalties applicable thereto) (collectively, “Taxes”) excluding in the case of each Lender and each Agent and, except as otherwise provided in Section 5.4(f), (A) net income Taxes and franchise Taxes (imposed in lieu of net income Taxes) imposed on such Agent or such Lender as a result of (i) such Agent or such Lender having been organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax or by (ii) a present or former connection between such Agent or such Lender and the jurisdiction imposing such Tax or any political subdivision or taxing authority thereof or therein with respect to (other than any such payments (but excludingconnection arising from such Agent or such Lender having executed, with respect to the Administrative Agentdelivered or performed its obligations or received a payment under, or enforced, or engaged in any Lenderother transactions pursuant to, this Agreement or any other recipient of any payment made by the Borrower hereunderCredit Document), (i) any tax imposed on or measured by the net income or net profits of such Person and franchise taxes imposed on it pursuant to the laws of the jurisdiction under which such Lender is organized or the jurisdiction in which the principal office or Applicable Lending Office of such Lender, as applicable, is located or in which it is otherwise doing business or any subdivision thereof or therein, and (iiB) any branch profits Taxes imposed by the United States of America or any similar taxes Tax imposed by any other jurisdiction described in which such Person is locatedclause (A)(i) or (A)(ii) and all interest(C) any withholding Tax imposed pursuant to FATCA (collectively, penalties or similar liabilities with respect to such non-excluded taxes, levies imposts, duties, fees, assessments or other charges other than those resulting from the gross negligence or willful misconduct of the Administrative Agent, any Lender, or any other recipient of any payment made by the Borrower hereunder (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Excluded Taxes”). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under any Note or under any other Loan Document, after withholding or deduction of any Taxes will not be less than the amount provided for herein or in such Note or in such other Loan Document. The Borrower will indemnify and hold harmless any Lender, and reimburse such Lender upon its written request, for the amount of any non-Excluded Taxes imposed on and paid or with respect to any payment by such Lender. The Borrower will furnish or on account of any obligation of any Credit Party under Credit Documents (“Non-Excluded Taxes”) are required to be withheld by a Withholding Agent from any amounts payable under this Agreement or any other Credit Document, the applicable Credit Party shall increase the amounts payable to the Administrative Agent within 45 days or such Lender to the extent necessary to yield to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes including those applicable to any amounts payable under this Section 5.4) interest or any such other amounts payable hereunder at the date rates or in the amounts specified in such Credit Document. Whenever any withholding Taxes are payable by any Credit Party in respect of amounts payable under any Credit Document, promptly thereafter, the applicable Credit Party 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, if available (or other evidence acceptable to such Lender, acting reasonably) received by the applicable Credit Party showing payment thereof. The agreements in this Section 5.4 shall survive the termination of this Agreement and the payment of any Taxes, or any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts, or the Loans and all other evidence reasonably satisfactory to the respective Lender, evidencing such payment by the Borroweramounts payable hereunder. (b) Each Lender In addition, each Credit Party shall pay any present or future stamp, court, documentary, filing, mortgage, recording, property or intangible taxes, charges or similar levies (including any interest, additions to tax and penalties) that is not arise from any payment made by such Credit Party hereunder or under any other Credit Documents or from the execution, delivery or registration or recordation of, from the receipt or perfection of a United States person security interest or performance under, or otherwise with respect to, this Agreement or the other Credit Documents, except any taxes imposed as a result of a present or former connection between an assignee and the jurisdiction imposing such tax (as such term is defined other than a connection arising solely from an assignee having executed, delivered, become a party to, performed its obligations under, received or perfected a security interest under, engaged in Section 7701(a)(30any transaction pursuant to, or enforced this Agreement) of the Code) for federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to an assignment (other than an assignment requested by a Credit Party) (hereinafter referred to as “Other Taxes”). (i) Subject to Section 5.4(f), the Credit Parties shall jointly and severally indemnify each Lender and each Agent for and hold them harmless against the full amount of Non-Excluded Taxes and Other Taxes payable or paid by such Lender or Agent (as the case may be) or required to be withheld or deducted from a payment to such Lender or Agent (as the case may be) that are imposed or asserted (whether or not correctly or legally asserted) by Borrower agrees any jurisdiction (including on any additional amounts or indemnities payable under this Section 5.4) and any liability (including penalties, additions to provide tax, interest and expenses) arising therefrom or with respect thereto; provided that if any claim pursuant to this Section 5.4(c)(i) is made later than 180 days after the Borrower date on which the relevant Lender or Agent had actual knowledge of the relevant Non-Excluded Taxes or Other Taxes, then the Credit Parties shall not be required to indemnify the applicable Lender or Agent for any penalties which accrue in respect of such Non-Excluded Taxes or Other Taxes after the 180th day. This indemnification shall be made within 30 days from the date such Lender or such Agent (as the case may be) makes written demand therefor. (i) Each Lender shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent on or prior against any Non-Excluded Taxes attributable to such Lender (but only to the Closing Dateextent that any Credit Party has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of Credit Parties to do so), or in (y) the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 (unless Administrative Agent and the respective Lender was already a Lender hereunder immediately prior Credit Parties, as applicable, against any Taxes attributable to such assignment or transfer and such Lender is in compliance Lender’s failure to comply with the provisions of this Section), on or prior Section 13.6(d)(ii) relating to the date maintenance of such assignment or transfer to such Lender, a Participant Register and from time to time thereafter if required by the Borrower or (z) the Administrative Agent two accurate and complete original signed copies of Internal Revenue Service Forms W-8BENthe Credit Parties, W-8ECIas applicable, W-8EXP against any Excluded Taxes attributable to such Lender that are payable or W-8IMY (paid by the Administrative Agent or successorthe Credit Parties in connection with any Credit Document, substitute and any reasonable expenses arising therefrom or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to beneficial owners the amount of such payment or liability delivered to any Lender by the payment) certifying Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender’s entitlement to exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made Lender under this Agreement, any Note Agreement or any other Loan Document, along with Credit Document against any other appropriate documentation establishing such exemption or reduction (such as statements certifying qualification for exemption with respect amount due to portfolio interest). In addition, each Lender agrees that from time to time after the Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service form establishing such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest) and any related documentation as may be required to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax if the Lender continues to be so entitled. No Lender shall be required by this Section 3.03(b) to deliver a form or certificate that it is not legally entitled to deliver. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(b). The Borrower agrees to pay additional amounts and indemnify each Lender in the manner set forth in Section 3.03(a) in respect of any Taxes deducted or withheld by it as a result of any changes after the date such Lender becomes party to this Agreement in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. clause (c) Each Lender or Administrative Agent that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed by applicable law, to the Borrower and the Administrative Agent (as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 or any successor form, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(cii). (d) If any Lender, in its reasonable discretion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes as to which indemnification has been paid by the Borrower pursuant to this Section 3.03, it shall promptly remit such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses to the Borrower; provided, however, that the Borrower agrees to promptly return any such refund (plus interest) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refund.

Net Payments. (a) Except as provided for in Section 3.03(b), all All payments made by the Borrower hereunder, under any Note or any other Loan Document, including all payments made by the Borrower pursuant to its guaranty obligations under Section 2.152.10, will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, with respect to the Administrative Agentexcept as provided in this Section 3.02(a), any Lender, or any other recipient of any payment made by the Borrower hereunder, (i) any tax imposed on or measured by the net income or net profits of such Person the Lender and franchise taxes imposed on it pursuant to the laws of the jurisdiction under which such the Lender is organized or the jurisdiction in which the principal office or Applicable Lending Office of such Lender, as applicable, the Lender is located or in which it is otherwise doing business or any subdivision thereof or therein, and (ii) any branch profits or similar taxes imposed by any jurisdiction in which such Person is located) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies imposts, duties, fees, assessments or other charges other than those resulting from the gross negligence or willful misconduct of the Administrative Agent, any Lender, or any other recipient of any payment made by the Borrower hereunder (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “"Taxes”"). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.033.02(a)) as may be necessary so that every payment by it of all amounts due hereunder, under any Note or under any other Loan Document, after withholding or deduction for or on account of any Taxes will not be less than the amount provided for herein or in such Note or in such other Loan Document. The Borrower will indemnify and hold harmless any Lender, the Lender and reimburse such the Lender upon its written request, for the amount of any Taxes imposed on and paid by the Lender. If any amounts are payable in respect of Taxes pursuant to this Section 3.02(a), the Borrower agrees to reimburse the Lender, upon the written request of the Lender, for taxes imposed on or measured by the net income, profits or franchise of the Lender pursuant to the laws of the jurisdiction in which the Lender is organized or in which the principal office of the Lender is located or under the laws of any political subdivision or taxing authority therein, and for any withholding of taxes as the Lender shall determine are payable by, or withheld from, the Lender in respect of such Lenderreimbursement of taxes, which request shall be accompanied by a statement from the Lender setting forth, in reasonable detail, the computations used in determining such amounts. The Borrower will furnish to the Administrative Agent Lender within 45 days after the date the payment of any Taxes, or any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts, or other evidence reasonably satisfactory to the respective Lender, evidencing such payment by the Borrower. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of If the Code) for federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide to the Borrower and the Administrative Agent on or prior to the Closing Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Section), on or prior to the date of such assignment or transfer to such Lender, and from time to time thereafter if required by the Borrower or the Administrative Agent two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP or W-8IMY (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the payment) certifying to such Lender’s entitlement to exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this Agreement, any Note or any other Loan Document, along with any other appropriate documentation establishing such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest). In addition, each Lender agrees that from time to time after the Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service form establishing such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest) and any related documentation as may be required to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax if the Lender continues to be so entitled. No Lender shall be required by this Section 3.03(b) to deliver a form or certificate that it is not legally entitled to deliver. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(b). The Borrower agrees to pay additional amounts and indemnify each Lender in the manner set forth in Section 3.03(a) in respect of any Taxes deducted or withheld by it as a result of any changes after the date such Lender becomes party to this Agreement in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender or Administrative Agent that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed by applicable law, to the Borrower and the Administrative Agent (as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 or any successor form, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(c). (d) If any Lender, in its reasonable discretionsole opinion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes as to which indemnification has been paid by the Borrower pursuant to this Section 3.033.02(a), it shall promptly remit such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses to the Borrower; provided, however, that the Borrower agrees to promptly return any such refund (plus interest) to such the Lender in the event such the Lender is required to repay such refund to the relevant taxing authority. Any such The Lender shall provide the Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any the Lender to apply for any such refund.

Net Payments. (a) Except as provided for in Section 3.03(b), all All payments made by the Guarantors or the Borrower hereunder, hereunder or under any Revolving Note will be made without set-off, counterclaim or any other Loan Documentdefense. Except as provided in Section 3.04(b), including all such payments made by the Borrower pursuant to its guaranty obligations under Section 2.15, will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, with respect to except as provided in the Administrative Agent, any Lender, or any other recipient of any payment made by the Borrower hereundersecond succeeding sentence, (i) any tax imposed on or measured by the net income or net profits of such Person and a Bank, or any franchise taxes imposed tax based on it the net income or profits of a Bank, in either case pursuant to the laws of the United States of America or any political subdivision or taxing authority thereof or therein or the jurisdiction under in which such Lender it is organized or the jurisdiction in which the principal office or Applicable Lending Office applicable lending office of such Lender, as applicable, Bank is located or in which it is otherwise doing business or any subdivision thereof or therein, and (ii) in the case of any branch profits Bank organized under the laws of any jurisdiction other than the United States of America or similar any State thereof (including the District of Columbia), any taxes imposed by any jurisdiction the United States of America by means of withholding at the source unless such withholding results from a change in which applicable law or treaty subsequent to the date such Person is locatedBank becomes a Bank with respect to the Revolving Loan or portion thereof affected by such change) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies imposts, duties, fees, assessments or other charges other than those resulting from the gross negligence or willful misconduct of the Administrative Agent, any Lender, or any other recipient of any payment made by the Borrower hereunder thereto (all such non-excluded taxes, levies, impostsimports, duties, fees, assessments or other charges being referred to collectively as “"Taxes”"). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes Taxes, and such additional amounts (including additional amounts to compensate for withholding on amounts paid pursuant to this Section 3.03) as may be necessary so that every payment by it of all amounts due hereunder, under any Note this Agreement or under any other Loan DocumentRevolving Note, after withholding or deduction for or on account of any Taxes Taxes, will not be less than the amount provided for herein or in such Note Revolving Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence of this Section 3.04(a), then the Borrower agrees to reimburse each Bank, upon the written request of such Bank, for taxes imposed on or measured by the net income or profits of such Bank, or any franchise tax based on the net income or profits of such Bank, in either case pursuant to the laws of the jurisdiction in which the principal office or applicable lending office of such other Loan DocumentBank is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office or applicable lending office of such Bank is located and for any withholding of income or similar taxes imposed by the United States of America as such Bank shall determine are payable by, or withheld from, such Bank in respect of such amounts so paid to or on behalf of such Bank pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Bank pursuant to this sentence. Such written request shall set forth the amount of net income or profits or franchise taxes payable by, or withheld from, such Bank pursuant to the immediately preceding sentence and shall be certified by an appropriate officer of such Bank. The Borrower will pay any such Taxes required to be paid pursuant to this Section 3.04(a) within the time allowed for such payment under applicable law and will furnish to the Agent within 45 days after the date the payment of any Taxes is made to the relevant taxation or other authority pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless any Lendereach Bank, and reimburse such Lender Bank upon its written request, for the amount of any Taxes so levied or imposed on and paid by such Lender. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes, or any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts, or other evidence reasonably satisfactory to the respective Lender, evidencing such payment by the BorrowerBank. (b) Each Lender that Bank which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes and that is entitled to claim an exemption from or reduction in United States withholding tax with respect to a payment by Borrower agrees to provide deliver to the Borrower and the Administrative Agent on or prior to the Closing Date, Effective Date or in the case of a Lender Bank that is an assignee or transferee of an interest under this Agreement pursuant to Section 11.06 Sections 1.13 or 11.04 (unless the respective Lender Bank was already a Lender Bank hereunder immediately prior to such assignment or transfer and such Lender is in compliance with the provisions of this Sectiontransfer), on or prior to the date of such assignment or transfer to such LenderBank, and from time to time thereafter if required by the Borrower or the Administrative Agent (i) two accurate and complete original signed copies of Internal Revenue Service Forms W-8BEN, W-8ECI, W-8EXP Form 4224 or W-8IMY Form 1001 (or successor, substitute or other appropriate forms and, in the case of Form W-8IMY, complete with accompanying Forms W-8BEN with respect to beneficial owners of the paymentsuccessor forms) certifying to such Lender’s Bank's entitlement to a complete exemption from or a reduced rate of withholding of United States withholding tax with respect to payments to be made under this AgreementAgreement and under any Revolving Note, or (ii) if the Bank is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit C (any Note such certificate, a "Section 3.04(b)(ii) Certificate") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8 (or any other Loan Document, along with any other appropriate documentation establishing successor form) certifying to such Bank's entitlement to a complete exemption or reduction (such as statements certifying qualification for exemption from United States withholding tax with respect to portfolio interest)payments of interest to be made under this Agreement and under any Revolving Note. In addition, each Lender Bank agrees that from time to time after the Closing Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of the applicable Internal Revenue Service form establishing Form 4224 or 1001, or Form W-8 and a Section 3.04(b)(ii) Certificate, as the case may be, and such exemption or reduction (such as statements certifying qualification for exemption with respect to portfolio interest) and any related documentation other forms as may be required in order to confirm or establish the entitlement of such Lender Bank to a continued exemption from or reduction in United States withholding tax if with respect to payments under this Agreement and any Revolving Note, or it shall immediately notify the Lender continues Borrower and the Agent of its inability to be so entitleddeliver any such form or certificate. No Lender Notwithstanding anything to the contrary contained in Section 3.04(a), but subject to Section 11.04(b) and the immediately succeeding sentence, (x) the Borrower shall be required by this Section 3.03(b) entitled, to deliver a form or certificate that the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Bank which is not legally entitled a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to deliver. The the extent that such Bank has not provided to the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 3.03(a3.04(a) hereof to pay additional amounts on account gross-up payments to be made to a Bank in respect of income or indemnify with respect similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) if (I) such Bank has not provided to Taxes the Borrower the Internal Revenue Service Forms and, if applicable, certificate required to be provided to the Borrower pursuant to this Section 3.04(b) or (II) in the case of a payment, other than interest, to a Bank described in clause (ii) above, to the extent that such Taxes arise solely due forms and, if applicable, certificate do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to a Lender’s failure to deliver forms that it was legally entitled to but failed to deliver under the contrary contained in the preceding sentence or elsewhere in this Section 3.03(b3.04 and except as set forth in Section 11.04(b). The , the Borrower agrees to pay additional amounts and to indemnify each Lender Bank in the manner set forth in Section 3.03(a3.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any Taxes amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes after the date such Lender becomes party to this Agreement Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the official interpretation thereof, relating to the deducting or withholding of income or similar Taxes. (c) Each Lender or Administrative Agent that is a United States person (as such term is defined in The provisions of this Section 7701(a)(30) of the Code) for federal income tax purposes shall deliver at the time(s) and in the manner(s) prescribed by applicable law, 3.04 are subject to the Borrower and the Administrative Agent provisions of Section 11.15 (as applicable), a properly completed and duly executed Internal Revenue Service Form W-9 or any successor form, certifying that such Person is exempt from United States backup withholding tax on payments made hereunder. The Borrower shall not be obligated pursuant to Section 3.03(a) to pay additional amounts on account of or indemnify with respect to Taxes to the extent that such Taxes arise solely due to a Person’s failure to deliver forms that it was legally entitled to but failed to deliver under this Section 3.03(capplicable). (d) If any Lender, in its reasonable discretion, determines that it has finally and irrevocably received or been granted a refund in respect of any Taxes as to which indemnification has been paid by the Borrower pursuant to this Section 3.03, it shall promptly remit such refund (including any interest received in respect thereof), net of all out-of-pocket costs and expenses to the Borrower; provided, however, that the Borrower agrees to promptly return any such refund (plus interest) to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority. Any such Lender shall provide the Borrower with a copy of any notice of assessment from the relevant taxing authority (redacting any unrelated confidential information contained therein) requiring repayment of such refund. Nothing contained herein shall impose an obligation on any Lender to apply for any such refund.