Common use of Net Payments Clause in Contracts

Net Payments. (a) All payments made by the Borrower hereunder or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding any tax imposed on or measured by the net income or net profits of a Lender pursuant to the laws of the jurisdiction in which it is organized or in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (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 as may be necessary so that every payment of all amounts due under this Agreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Note. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower or, if the relevant taxing authority does not issue such receipts, such other evidence of payment as may be reasonably satisfactory to the Administrative Agent. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the Borrower and the Administrative Agent on or prior to the Effective Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 1.13 or 13.04 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer) on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or W-8BEN (with respect to a complete exemption from withholding tax under an income tax treaty) (or successor forms) certifying to such Lender's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement 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-8BEN (with respect to a complete exemption from withholding tax under an income tax treaty) or W-8ECI pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a "Section 4.04(b)(ii) Certificate") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exception) (or successor form) certifying to such Lender's entitlement on the date of such certificate 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 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 Internal Revenue Service Form W-8ECI or W-8BEN (with respect to a complete exemption from withholding tax under an income tax treaty), or Form W-8BEN (with respect to the portfolio interest exception) and 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 with respect to payments under this Agreement and any Note, or it shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate. Such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 4.04(b) if such inability results from a change after the Effective Date (or, in the case of a Lender that is not a Lender hereunder on the Effective Date, a change after the date such Lender became an assignee or a transferee of an interest hereunder) in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof. Notwithstanding anything to the contrary contained in Section 4.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees or other amounts payable hereunder for the account of any Lender 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 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 4.04(a) hereof to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the 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 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 4.04 and except as set forth in Section 13.04(b), the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 4.04(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 change on or after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such Taxes. (c) 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 realized in connection therewith any refund or any reduction of, or credit against, its Tax liabilities in or with respect to the taxable year in which the additional amount is paid (a "Tax Benefit"), such Lender shall pay to the Borrower an amount that the Lender shall, in its sole discretion, determine is equal to the net benefit, after tax, which was obtained by the Lender in such year as a consequence of such Tax Benefit; provided, however, that (i) any Lender may determine, in its sole discretion consistent with the policies of such Lender, whether to seek a Tax Benefit; (ii) any Taxes that are imposed on a Lender as a result of a disallowance or reduction (including through the expiration of any tax credit carryover or carryback of such Lender that otherwise would not have expired) of any Tax Benefit with respect to which such Lender has made a payment to the Borrower pursuant to this Section 4.04(c) shall be treated as a Tax for which the Borrower is obligated to indemnify such Lender pursuant to this Section 4.04 without any exclusions or defenses; and (iii) nothing in this Section 4.04(c) shall require the Lender to disclose any confidential information to the Borrower (including, without limitation, its tax returns).

Net Payments. (a) All payments made by the Borrower any Credit Party hereunder or and under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding any tax imposed on or measured by the net income or net profits of a Lender pursuant to the laws of the jurisdiction in which it is organized or in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or thereinExcluded Taxes) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively, collectively as "“Taxes"”). If any Taxes are so levied or imposed, the Borrower agrees Credit Parties agree to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Note. The Borrower Credit Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes. Without duplication, if any amounts are payable in respect of Taxes pursuant to the two preceding sentences, the applicable Credit Party agrees to reimburse each Lender within 15 Business Days of receipt of the written request of such Lender, including documentation reasonably supporting such request for such Taxes as are payable by, or withheld from, such Lender, in respect of such amounts so paid to or on behalf of such Lender pursuant to the two preceding sentences and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. The applicable Credit Party will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts or other documentation reasonably evidencing such payment by the Borrower or, if the relevant taxing authority does not issue such receipts, such other evidence of payment as may be reasonably satisfactory to the Administrative AgentCredit Party. The Borrower agrees Credit Parties agree to indemnify and hold harmless each Lender, Recipient and reimburse such Lender Recipient upon its written request, for the amount of any Taxes so levied or imposed and paid by such Recipient. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent demonstrable error. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) (a “Foreign Lender”) for U.S. Federal federal income tax purposes agrees to deliver to the Borrower and the Administrative Agent on or prior to the Effective DateDate or, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 1.13 2.13 or 13.04 12.04(b) (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer) ), on the date of such assignment or transfer to such Lender, as applicable, (i) two accurate and complete original signed copies of Internal Revenue Service IRS Form W-8ECI W-8ECI, Form W-8IMY (together with any applicable underlying forms) Form W-8BEN or W-8BEN (with respect to a complete exemption from withholding tax under an income tax treaty) Form W-8BEN-E (or successor forms) certifying to such Lender's ’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Note Note, or (ii) if in the case of a Foreign Lender is not a "bank" within the meaning of claiming exemption from or reduction in U.S. federal withholding tax under Section 881(c)(3)(A871(h) or 881(c) of the Code and cannot deliver either Internal Revenue Service Form W-8BEN (with respect to a complete exemption from withholding tax under an income tax treaty) or W-8ECI pursuant to clause (i) above, (x) a certificate substantially in the form payments of Exhibit D (any such certificate, a "Section 4.04(b)(ii) Certificate") and (y) “portfolio interest,” two accurate and complete original signed copies of Internal Revenue Service IRS Form W-8BEN (with respect to the portfolio interest exception) or Form W-8BEN-E (or successor form) certifying to such Lender's ’s entitlement on the date as of such certificate date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note, a certificate substantially in the form of Exhibit D (any such certificate, a “Section 4.04(b)(ii) Certificate”) representing that such Foreign Lender (1) is not a bank for purposes of Section 881(c)(3)(A) of the Code, (2) is not a 10 percent shareholder (within the meaning of Section 881(c)(3)(B) of the Code) of the Borrower or any of its Subsidiaries, and (3) is not a controlled foreign corporation related to the Borrower or any of its Subsidiaries (within the meaning of Section 881(c)(3)(C) of the Code). In addition, each Lender agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders any of the previous certification certifications obsolete or inaccurate in any material respect, it such Lender will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service IRS Form W-8ECI W-8ECI, Form W-8IMY, Form W-8BEN or W-8BEN Form W-8BEN-E (with respect to a complete exemption from withholding tax under an the benefits of any income tax treaty), or Form W-8BEN or Form W-8BEN-E (with respect to the portfolio interest exceptionexemption) and 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 with respect to payments under this Agreement and any Note, or it such Lender shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate. Such , in which case such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 4.04(b) if such inability results from a change after the Effective Date (or, in the case of a Lender that is not a Lender hereunder on the Effective Date, a change after the date such Lender became an assignee or a transferee of an interest hereunder) in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof). Notwithstanding anything to the contrary contained in Section 4.04(a), but subject to Section 13.04(b12.04(b) and the immediately succeeding sentence, (x) the Borrower and the Administrative Agent 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 which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal federal income tax purposes to the extent that such Lender has not provided to the Borrower and the Administrative Agent U.S. Internal Revenue Service IRS Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 4.04(a) hereof to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower and the Internal Revenue Service Administrative Agent the IRS Forms and other documentation required to be provided to the Borrower and the Administrative Agent pursuant to this Section 4.04(b) that establish a complete exemption from such deduction or withholding or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such Forms forms and other documentation 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 4.04 and except as set forth in Section 13.04(b12.04(b), the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 4.04(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 change on or changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such Taxes. (c) If the Borrower pays any additional amount under this Section 4.04 a payment made to a Lender under any Credit Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender determines has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (c), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. (d) Each Lender that is a United States person as such term is defined in Section 7701(a)(30) of the Code) (a “U.S. Lender”) for U.S. federal income tax purposes agrees to deliver to the Borrower and the Administrative Agent on or prior to the Effective Date or, in the case of a U.S. Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 12.04(b) (unless the respective U.S. Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such U.S. Lender, as applicable, two original accurate and duly completed United States IRS Forms W-9 certifying as to such U.S. Lender’s entitlement to full exemption from United States backup withholding tax, or any successor forms. (e) If the Administrative Agent or a Lender determines, in its sole discretion discretion, that it has actually received or realized in connection therewith a refund of any refund or any reduction of, or credit against, its Tax liabilities in Taxes as to which it has been indemnified by the Borrower or with respect to the taxable year in which the Borrower has paid additional amount is paid (a "Tax Benefit")amounts pursuant to this Section 4.04, such Lender it shall pay to the Borrower an amount that the Lender shall, in its sole discretion, determine is equal to such refund (but only to the net benefitextent of indemnity payments made, after taxor additional amounts paid, which was obtained by the Lender in Borrower under this Section 4.04 with respect to the Taxes giving rise to such year refund), net of all out-of-pocket expenses (including Taxes) of the Administrative Agent or such Lender, as a consequence of the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such Tax Benefitrefund); provided, howeverthat the Borrower, that (i) any Lender may determine, in its sole discretion consistent with upon the policies request of the Administrative Agent or such Lender, whether agrees to seek a Tax Benefit; (ii) any Taxes that are imposed on a Lender as a result of a disallowance or reduction (including through repay the expiration of any tax credit carryover or carryback of such Lender that otherwise would not have expired) of any Tax Benefit with respect to which such Lender has made a payment to the Borrower pursuant to this Section 4.04(c) shall be treated as a Tax for which the Borrower is obligated to indemnify such Lender pursuant to this Section 4.04 without any exclusions or defenses; and (iii) nothing in this Section 4.04(c) shall require the Lender to disclose any confidential information amount paid over to the Borrower (includingplus any penalties, without limitationinterest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (e), in no event will the Administrative Agent or a Lender be required to pay any amount pursuant to this paragraph (e) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent or such Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section 4.04 shall not be construed to require the Administrative Agent or any Lender to make available its tax returns)returns (or any other information relating to its taxes which it deems confidential) to the Borrower or any other Person.

Net Payments. (aa.) All payments made by the Borrower any Obligor hereunder or under any Note or any Guarantee will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b5.06(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 Taxes now or hereafter imposed by any jurisdiction Governmental Authority or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding any tax imposed on or measured by the net income or net profits of a Lender pursuant to the laws of the jurisdiction in which it is organized or in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or thereinExcluded Tax) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or Taxes (other charges than Excluded Taxes) being referred to collectively, collectively as "Covered Taxes"). If any Covered Taxes are so levied or imposed, the Borrower each Obligor agrees on a joint and several basis to pay the full amount of such Covered Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement Agreement, the Guarantees or under any Note, after withholding or deduction for or on account of any Covered Taxes, will not be less than the amount provided for herein or in such Note. The Borrower If any amounts are payable in respect of Covered Taxes pursuant to the preceding sentence, each Obligor agrees, notwithstanding the definition of Excluded Taxes, to reimburse on a joint and several basis each Lender, upon the written request of such Lender, (i) for Taxes imposed on or measured by the net income or net profits of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or Applicable Lending Office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction by reason of the making of payments in respect of Covered Taxes pursuant to this Section (including pursuant to this sentence) and (ii) for any withholding of Taxes as such Lender shall determine are payable by, or withheld from, such Lender in respect of amounts paid in respect of Covered Taxes to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. Each Obligor will furnish to the Administrative Agent within 45 days after the date the payment of any Covered Taxes is due pursuant to applicable law certified copies of tax receipts or other documentation reasonably satisfactory to such Lender evidencing such payment by the Borrower or, if the relevant taxing authority does not issue such receipts, such other evidence of payment as may be reasonably satisfactory to the Administrative AgentObligor. The Borrower agrees Obligors agree to jointly and severally indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Covered Taxes so levied or imposed and paid by such Lender. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the Borrower and the Administrative Agent on or prior to the Effective Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 1.13 or 13.04 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer) on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or W-8BEN (with respect to a complete exemption from withholding tax under an income tax treaty) (or successor forms) certifying to such Lender's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement 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-8BEN (with respect to a complete exemption from withholding tax under an income tax treaty) or W-8ECI pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a "Section 4.04(b)(ii) Certificate") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exception) (or successor form) certifying to such Lender's entitlement on the date of such certificate 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 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 Internal Revenue Service Form W-8ECI or W-8BEN (with respect to a complete exemption from withholding tax under an income tax treaty), or Form W-8BEN (with respect to the portfolio interest exception) and 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 with respect to payments under this Agreement and any Noteliability (including penalties, or it shall immediately notify the Borrower additions to tax, interest and the Administrative Agent of its inability to deliver any such Form or Certificate. Such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 4.04(bexpenses) if such inability results from a change after the Effective Date (or, in the case of a Lender that is not a Lender hereunder on the Effective Date, a change after the date such Lender became an assignee or a transferee of an interest hereunder) in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof. Notwithstanding anything to the contrary contained in Section 4.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees or other amounts payable hereunder for the account of any Lender 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 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 4.04(a) hereof to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the 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 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 4.04 and except as set forth in Section 13.04(b), the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 4.04(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 change on or after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such Taxes. (c) 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 realized in connection therewith any refund or any reduction of, or credit against, its Tax liabilities in arising therefrom or with respect to the taxable year in which the additional amount is paid (a "Tax Benefit"), such Lender shall pay to the Borrower an amount that the Lender shall, in its sole discretion, determine is equal to the net benefit, after tax, which was obtained by the Lender in such year as a consequence of such Tax Benefit; provided, however, that (i) any Lender may determine, in its sole discretion consistent with the policies of such Lender, whether to seek a Tax Benefit; (ii) any Taxes that are imposed on a Lender as a result of a disallowance or reduction (including through the expiration of any tax credit carryover or carryback of such Lender that otherwise would not have expired) of any Tax Benefit with respect to which such Lender has made a payment to the Borrower pursuant to this Section 4.04(c) shall be treated as a Tax for which the Borrower is obligated to indemnify such Lender pursuant to this Section 4.04 without any exclusions or defenses; and (iii) nothing in this Section 4.04(c) shall require the Lender to disclose any confidential information to the Borrower (including, without limitation, its tax returns)thereto.

Net Payments. (a) All payments made by or on behalf of the Borrower hereunder or any Guarantor under this Agreement or under any Note other Loan Document will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b), all 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 Taxes with respect to such payments (but excluding any tax imposed on or measured payments, unless required by the net income or net profits of a Lender pursuant to the laws of the jurisdiction in which it is organized or in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively, as "Taxes")law. If any such Taxes are so levied or imposed, the Borrower agrees applicable withholding agent shall pay, or withhold and remit, to pay the applicable Governmental Authority the full amount of such Taxes, and if the Tax in question is an Indemnified Tax or an Other Tax, the applicable Loan Party shall pay such additional amounts as may be necessary so that every payment of all amounts due that, after any required deductions or withholdings have been made (including any deductions or withholdings attributable to any payments required to be made under this Agreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein Section 5.5) each Lender (or in the case of a payment made to the Administrative Agent for its own account, such NoteAdministrative Agent) receives on the due date a net sum equal to what it would have received had such Indemnified Taxes or Other Taxes not been levied or imposed. The Borrower or Guarantors, as applicable, will furnish to the Administrative Agent within 45 forty-five (45) days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts or other evidence reasonably satisfactory to the Administrative Agent evidencing such payment by the Borrower or, if the relevant taxing authority does not issue such receipts, such other evidence of payment as may be reasonably satisfactory to the Administrative Agentor Guarantor. The Borrower agrees or Guarantors, jointly and severally, agree to indemnify and hold harmless the Administrative Agent and each Lender, and to reimburse such Lender Person upon its written requestrequest within twenty (20) days of demand therefor, for the amount of any Indemnified Taxes or Other Taxes so levied or imposed and paid by such Person (including any Indemnified Taxes or Other Taxes imposed on or attributable to amounts payable under this Section 5.5), whether or not such Taxes were correctly or legally imposed or asserted; provided that if the Administrative Agent or any Lender requests indemnification more than 90 days after the earlier of (1) the date on which the Administrative Agent or the applicable Lender received written demand for payment of the applicable Indemnified Taxes or Other Taxes from the relevant Governmental Authority or (2) the date on which the Administrative Agent or the applicable Lender paid the applicable Indemnified Taxes or Other Taxes, the Administrative Agent or the applicable Lender shall not be indemnified to the extent that such failure or delay results in prejudice to the Borrower or a Guarantor. A certificate setting forth the amount of such payment or liability and the manner in which such amount was determined, prepared in good faith and delivered by the Lender or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. (b) Each Without limiting the generality of Section 5.5(c), each Lender (1) that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal federal income tax purposes (each, a “Foreign Lender”) agrees to deliver to the Borrower and the Administrative Agent on or prior to the Effective Datedate it becomes a party to this Agreement, or in whichever of the case of a Lender that following is an assignee or transferee of an interest under this Agreement pursuant to Section 1.13 or 13.04 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer) on the date of such assignment or transfer to such Lender, applicable: (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI (or successor forms), (ii) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to a complete exemption from withholding tax under an income tax treaty) or W-8BEN-E (or successor forms) certifying claiming eligibility for the benefits of an income tax treaty to such Lender's entitlement as of such date to a complete exemption from which the United States withholding tax with respect to payments to be made is a party, (iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under this Agreement and under any Note Section 871(h) or (ii) if the Lender is not a "bank" within the meaning of Section 881(c)(3)(A881(c) of the Code and cannot deliver either Internal Revenue Service Form W-8BEN (with respect to a complete exemption from withholding tax under an income tax treaty) or W-8ECI pursuant to clause (i) aboveCode, (x) a certificate substantially in the form of Exhibit D L-1 (any such Exhibit L certificate, a "Section 4.04(b)(ii) “Non-Bank Certificate"”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exception) or W-8BEN-E (or successor form), (iv) certifying to such Lender's entitlement on the date of such certificate 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 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 extent that a Foreign Lender is not the Administrative Agent beneficial owner (for example, where the Foreign Lender is a partnership or a participating Lender), two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI W-8IMY (or W-8BEN successor form) of the Foreign Lender, accompanied by a Form W-8ECI, Form W-8BEN, W-8BEN-E, a certificate substantially in the form of Exhibit L-2 or Exhibit ▇-▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Service Form W-9 or other documents from each beneficial owner, as applicable, that would be required under this Section 5.5(b) if such beneficial owner were a Lender; provided that if the Foreign Lender is a partnership (with respect to and not a complete exemption from withholding tax under an income tax treaty), participating Lender) and one or Form W-8BEN (with respect to more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exceptionexemption, such Foreign Lender may provide a certificate substantially in the form of Exhibit L-4 (in lieu of a certificate substantially in the form of Exhibit L-2 or Exhibit L-3) and a Section 4.04(b)(ii) Certificate, as the case may beon behalf of each such direct or indirect partner(s), and such (v) two accurate and complete original signed copies of any other forms form prescribed by applicable U.S. federal income tax laws (including the Treasury regulations) as may be required in order a basis for claiming complete exemption from, or reduction in, U.S. federal withholding tax on any payments to confirm or establish the entitlement of such Lender to a continued exemption from under any Loan Document or reduction in United States withholding tax with respect to payments under this Agreement and any Note, or it shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate. Such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 4.04(b(2) if such inability results from a change after the Effective Date (or, in the case of a Lender that is not a Lender hereunder on the Effective Date, a change after the date such Lender became an assignee or a transferee of an interest hereunder) in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof. Notwithstanding anything to the contrary contained in Section 4.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees or other amounts payable hereunder for the account of any Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal federal income tax purposes purposes, agrees to the extent that such Lender has not provided deliver to the Borrower U.S. and the Administrative Agent on or prior to the date it becomes a party to this Agreement, two accurate and complete original signed copies of Internal Revenue Service Forms that establish a complete Form W-9 certifying to such Lender’s exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 4.04(a) hereof to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided federal backup withholding. The Administrative Agent shall provide to the Borrower two accurate and complete original signed copies of whichever of the following is applicable: (1) if the Administrative Agent is a United States person (as such term is defined in Section 7701(a)(30) of the Code), Internal Revenue Service Forms required Form W-9 certifying to be provided to the Borrower pursuant to this Section 4.04(b) such Administrative Agent’s exemption from U.S. federal backup withholding or (II2) if the Administrative Agent is not a United States person (as such term is defined in Section 7701(a)(30) of the case of a paymentCode), other than interest, (i) Internal Revenue Service Form W-8ECI with respect to a Lender described in clause payments received for its own account and (ii) above, Internal Revenue Service Form W-8IMY (together with all required accompanying documentation) assuming primary responsibility for U.S. federal income tax withholding with respect to payments received by it on behalf of the extent that such Forms do not establish a complete exemption from withholding of such taxesLenders. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 4.04 and except as set forth in Section 13.04(b5.5(b), the Borrower agrees Administrative Agent shall not be required to pay deliver any additional amounts and documentation that such Administrative Agent is not legally eligible to indemnify each Lender in the manner set forth in Section 4.04(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 deliver as a result of any change on or a Change in Tax Law after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such TaxesClosing Date. (c) If any Lender is entitled to an exemption from or reduction in any applicable withholding Tax with respect to payments under this Agreement or any other Loan Document, then such Lender agrees to deliver to the Borrower and the Administrative Agent, at such times as are reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate of withholding. 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 documentation obsolete, expired or inaccurate in any respect (including the Internal Revenue Service forms and certificates described in Section 5.5(b)), it will deliver 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 it shall immediately notify the Borrower and the Administrative Agent of its legal ineligibility to deliver any such documentation. Notwithstanding anything to the contrary in Section 5.5(b), (c) or (d), a Lender shall not be required to deliver any documentation that such Lender is not legally eligible to deliver. (d) If a payment made to a Lender under any Loan Document would be subject to withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Sections 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their FATCA obligations, to determine whether such Lender has or has not complied with such Lender’s FATCA obligations and to determine the amount, if any, to deduct and withhold from such payment. For purposes of this Section 5.5(d), the term “FATCA” shall include any amendments thereof or successor provisions thereto. (e) If the Borrower or any Guarantor pays any additional amount Indemnified Taxes or Other Taxes under this Section 4.04 5.5 to a Lender or the Administrative Agent and such Lender or the Administrative Agent determines in its sole discretion (exercised reasonably) that it has actually received or realized in connection therewith any refund of any Indemnified Taxes or any reduction of, or credit against, its Tax liabilities Other Taxes in or with respect to the taxable year in of which the it has received additional amount is paid payments under this Section 5.5 (a "“Tax Benefit"”), such Lender or the Administrative Agent shall pay to the Borrower or such Guarantor, as the case may be, 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 year as a consequence of such Tax Benefit, net of all out-of-pocket expenses of such Lender or the Administrative Agent (including any Taxes imposed with respect to such Tax Benefit) and without interest (other than any interest paid by the relevant Governmental Authority); provided, however, that (i) any Lender or the Administrative Agent may determine, in its sole discretion consistent with the policies of such Lenderits policies, whether to seek a Tax Benefit; (ii) any Taxes that are imposed on a Lender or the Administrative Agent 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 or the Administrative Agent has made a payment to the Borrower or a Guarantor pursuant to this Section 4.04(c5.5(e) (and any interest or penalties or other charges imposed thereon) shall be treated as a Tax for which the Borrower or such Guarantor, as the case may be, is obligated to indemnify such Lender or the Administrative Agent pursuant to this Section 4.04 5.5 without any exclusions or defenses; and (iii) nothing in this Section 4.04(c5.5(e) shall require any Lender or the Lender Administrative Agent to disclose any confidential information to the Borrower or any Guarantor (including, without limitation, its tax Tax returns) or any other Person; and (iv) no Lender or the Administrative Agent shall be required to pay any amounts pursuant to this Section 5.5(e) at any time which a Default or Event of Default exists (provided that such amounts shall be credited against amounts otherwise owed under this Agreement by the Borrower or any Guarantor). (f) If one or more Guarantors hereunder are required to make any payment with respect to the Guaranteed Obligations that would be subject to any withholding of Tax (whether or not it would result in any Loan Party being required to pay additional amounts or indemnity payments under this Agreement), the Administrative Agent, the Lenders and the Loan Parties shall cooperate with each other in good faith in order to eliminate or minimize the effects of such withholding of Tax; provided that none of the Administrative Agent or any Lender shall be required to take any action that would subject it to any unreimbursed cost or expense or would otherwise be disadvantageous to it. (g) In addition to the payments by a Loan Party required by Section 5.5(a) (and without duplication thereof), the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law. (h) For the avoidance of doubt, the term “Lender” shall, for purposes of this Section 5.5, include any Issuing Lender.

Net Payments. (a) All payments made by any Credit Agreement Party hereunder (including, in the Borrower hereunder case of Holdings, in its capacity as Guarantor pursuant to Section 14) or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(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 with respect to such payments by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding excluding, in the case of each Lender, except as provided in the second succeeding sentence, any tax tax, including any income, branch profits, franchise or similar tax, which in each case is imposed on or measured by the net income or income, net profits or capital of a such Lender pursuant to the laws of the jurisdiction in which it such Lender is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located or any political subdivision or taxing authority thereof or therein) and all interest, penalties or similar liabilities with respect thereto to such nonexcluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded nonexcluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively, collectively as "Taxes"). If any Taxes are so levied or imposed, the Borrower relevant Credit Agreement Party agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due by such Credit Agreement Party under this Agreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence (any such amounts, the "Gross-Up Amount"), the relevant Credit Agreement Party agrees to reimburse each Lender, upon the written request of such Lender, for the net amount, if any, of any taxes such Lender shall determine are incurred by such Lender (taking into account in calculating such net amount any allowable credit, deduction or other benefit available as a result of, or with respect to, the payment by the relevant Credit Agreement Party to such Lender of (i) the Gross-Up Amount or (ii) any amount paid pursuant to this sentence) that would not have been incurred in the absence of the payment by such Credit Agreement Party of (i) the Gross-Up Amount or (ii) any amount paid pursuant to this sentence. The Borrower relevant Credit Agreement Party will furnish to the Administrative Agent within 45 days promptly after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower or, if the relevant taxing authority does not issue such receipts, such other evidence of payment as may be reasonably satisfactory to the Administrative AgentCredit Agreement Party. The Borrower Each Credit Agreement Party 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 LenderLender in respect of any payments by or on behalf of such Credit Agreement Party. (b) Each Lender party to this Agreement on the Effective Date hereby represents that, as of the Effective Date, all payments of principal, interest, and fees to be made to it by the Borrower pursuant to this Agreement will be totally exempt from withholding of United States federal tax. Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the Borrower and the Administrative Agent on or prior to the Effective Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 1.13 or 13.04 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer) 13.04, on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption from withholding tax under an income tax treaty) (or successor forms) certifying to such Lender's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Note 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 from withholding tax under an income tax treaty) or W-8ECI pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a "Section 4.04(b)(ii) Certificate") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exceptionexemption) (or successor form) certifying to such Lender's entitlement on the date of such certificate 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 (a) from time to time after the Effective Date, when a lapse in time or change in circumstances or applicable law renders the previous certification obsolete or inaccurate in any material respect, and (b) upon the Borrower's reasonable request after the occurrence of any change in applicable law or any other event requiring the delivery of a Form W-8ECI, Form W-8BEN or any successor form in addition to or in replacement of the forms previously delivered, it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or W-8ECI, Form W-8BEN (with respect to a complete exemption from withholding tax under an the benefits of any income tax treaty), or Form W-8BEN (with respect to the portfolio interest exceptionexemption) and a Section 4.04(b)(ii) Certificate, or any successor form, 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 with respect to payments under this Agreement and any Note, or it shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form form or Certificate. Such certificate in which case such Lender shall not be required to deliver any such Form form or Certificate certificate pursuant to this Section 4.04(b) if such inability results from a change after the Effective Date (or, in the case of a Lender that is not a Lender hereunder on the Effective Date, a change after the date such Lender became an assignee or a transferee of an interest hereunder) in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof). Notwithstanding anything to the contrary contained in Section 4.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the Borrower shall be 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 fees or other amounts payable hereunder for the account of any Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal federal income tax purposes to the extent that such Lender has not provided to the Borrower U.S. Internal Revenue Service Forms forms that establish a complete exemption from from, or reduction in the amount of, such deduction or withholding (unless the Lender shall no longer be eligible to deliver such form or statement) and (y) the Borrower shall not be obligated pursuant to Section 4.04(a) hereof to gross-up payments to be made to a Lender such Lender, or to indemnify and hold harmless or reimburse such Lender, in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower the Internal Revenue Service Forms 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 Forms 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 4.04 and except as set forth in Section 13.04(b), the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 4.04(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 change on or changes after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such Taxes; provided, however, the Borrower shall not be required to pay any additional amounts pursuant to this sentence to the extent such deduction or withholding is imposed as a result of the failure of the Lender to furnish the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from or reduction in the amount of such deduction or withholding (unless such Lender shall not be eligible to deliver such form or statement). The Borrower shall not be required to pay any additional amounts or indemnification under Section 4.04(a) to any Lender to the extent that the obligation to pay such additional amounts or indemnification would not have arisen but for the representation set forth in the first sentence of Section 4.04(b) above made by the Lender not being true. (c) If the Borrower pays any additional amount under this Section 4.04 with respect to taxes imposed on any payments made to or on behalf of a Lender and such Lender determines in its sole discretion discretion, but acting in good faith, that it has actually received or realized in connection therewith any refund of tax, or any reduction of, or credit against, its Tax tax liabilities in or with respect to the taxable year in which the additional amount is paid (a "Tax Benefit"), such Lender shall pay to the Borrower an amount that the Lender shall, in its sole discretion, but acting in good faith, determine is equal to the net benefit, after tax, which was obtained by the Lender in such year as a consequence of such Tax Benefitrefund, reduction or credit; provided, however, that (i) any Lender may determine, in its sole discretion consistent with the policies of such Lender, whether to seek a Tax Benefit; Benefit and (ii) any Taxes that are imposed on a Lender as a result of a disallowance or reduction (including through the expiration of any tax credit carryover or carryback of such Lender that otherwise would not have expired) of any Tax Benefit with respect to which such Lender has made a payment to the Borrower pursuant to this Section 4.04(c) shall be treated as a Tax for which the Borrower is obligated to indemnify such Lender pursuant to this Section 4.04 without any exclusions or defenses; and (iii) nothing in this Section 4.04(c) shall require the Lender to disclose any confidential information to the Borrower (including, without limitation, its tax returns). (d) Each Lender shall use reasonable efforts (consistent with legal and regulatory restrictions and subject to overall policy considerations of such Lender) (i) to file any certificate or document or to furnish any information as reasonably requested by the Borrower pursuant to any applicable treaty, law or regulation or (ii) to designate a different applicable lending office of such Lender, if the making of such filing or the furnishing of such information or the designation of such other lending office would avoid the need for or reduce the amount of any additional amounts payable by the Borrower and would not, in the sole discretion of such Lender, be disadvantageous to such Lender. (e) The provisions of this Section 4.04 are subject to the provisions of Section 13.18 (to the extent applicable).

Net Payments. (a) All payments made by the Borrower any Credit Party hereunder or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding any tax imposed on or measured by the net income or net profits of a Lender pursuant to the laws of the jurisdiction in which it is organized or in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or thereinExcluded Taxes) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively, collectively as "“Taxes"”). If any Taxes are so levied or imposed, the Borrower agrees Credit Parties agree to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any NoteAgreement, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Noteherein. The Borrower Credit Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes. Without duplication, if any amounts are payable in respect of Taxes pursuant to the two (2) preceding sentences, the applicable Credit Party agrees to reimburse each Lender within fifteen (15) Business Days of receipt of the written request of such Lender, including documentation reasonably supporting such request for such Taxes as are payable by, or withheld from, such Lender, in respect of such amounts so paid to or on behalf of such Lender pursuant to the two preceding sentences and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. The applicable Credit Party will furnish to the Administrative Agent within 45 forty-five (45) days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts or other documentation reasonably evidencing such payment by the Borrower or, if the relevant taxing authority does not issue such receipts, such other evidence of payment as may be reasonably satisfactory to the Administrative AgentCredit Party. The Borrower agrees Credit Parties agree to indemnify and hold harmless each Lender, Recipient and reimburse such Lender Recipient upon its written request, for the amount of any Taxes so levied or imposed and paid by such Recipient. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent demonstrable error. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) (a “Foreign Lender”) for U.S. Federal federal income tax purposes agrees to deliver to the Borrower and the Administrative Agent on or prior to the Effective DateDate or, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 1.13 2.13 or 13.04 12.04(b) (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer) ), on the date of such assignment or transfer to such Lender, as applicable, (i) two (2) accurate and complete original signed copies of Internal Revenue Service IRS Form W-8ECI W-8ECI, Form W-8IMY (together with any applicable underlying forms) Form W-8BEN or W-8BEN (with respect to a complete exemption from withholding tax under an income tax treaty) Form W-8BEN-E (or successor forms) certifying to such Lender's ’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Note Agreement, or (ii) if in the case of a Foreign Lender is not a "bank" within the meaning of claiming exemption from or reduction in U.S. federal withholding tax under Section 881(c)(3)(A871(h) or 881(c) of the Code and cannot deliver either Internal Revenue Service Form W-8BEN (with respect to a complete exemption from withholding tax under an income tax treatypayments of “portfolio interest,” two (2) or W-8ECI pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a "Section 4.04(b)(ii) Certificate") and (y) two accurate and complete original signed copies of Internal Revenue Service IRS Form W-8BEN (with respect to the portfolio interest exception) or Form W-8BEN-E (or successor form) certifying to such Lender's ’s entitlement on the date as of such certificate date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement Agreement, a certificate substantially in the form of Exhibit D (any such certificate, a “Section 4.04(b)(ii) Certificate”) representing that such Foreign Lender (1) is not a bank for purposes of Section 881(c)(3)(A) of the Code, (2) is not a 10 percent shareholder (within the meaning of Section 881(c)(3)(B) of the Code) of the Borrower or any of its Subsidiaries, and under (3) is not a controlled foreign corporation related to the Borrower or any Noteof its Subsidiaries (within the meaning of Section 881(c)(3)(C) of the Code). In addition, each Lender agrees that from time to time after the Effective Date, when a lapse in time or change in circumstances renders any of the previous certification certifications obsolete or inaccurate in any material respect, it such Lender will deliver to the Borrower and the Administrative Agent two (2) new accurate and complete original signed copies of Internal Revenue Service IRS Form W-8ECI W-8ECI, Form W-8IMY, Form W-8BEN or W-8BEN Form W-8BEN-E (with respect to a complete exemption from withholding tax under an the benefits of any income tax treaty), or Form W-8BEN or Form W-8BEN-E (with respect to the portfolio interest exceptionexemption) and 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 with respect to payments under this Agreement and any NoteAgreement, or it such Lender shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate. Such , in which case such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 4.04(b) if such inability results from a change after the Effective Date (or, in the case of a Lender that is not a Lender hereunder on the Effective Date, a change after the date such Lender became an assignee or a transferee of an interest hereunder) in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof). Notwithstanding anything to the contrary contained in Section 4.04(a), but subject to Section 13.04(b12.04(b) and the immediately succeeding sentence, (x) the Borrower and the Administrative Agent 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 which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal federal income tax purposes to the extent that such Lender has not provided to the Borrower and the Administrative Agent U.S. Internal Revenue Service IRS Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 4.04(a) hereof to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower and the Internal Revenue Service Administrative Agent the IRS Forms and other documentation required to be provided to the Borrower and the Administrative Agent pursuant to this Section 4.04(b) that establish a complete exemption from such deduction or withholding or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such Forms forms and other documentation 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 4.04 and except as set forth in Section 13.04(b12.04(b), the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 4.04(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 change on or changes that are effective after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such Taxes. (c) If the Borrower pays any additional amount under this Section 4.04 a payment made to a Lender under any Credit Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender determines has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (c), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. (d) Each Lender that is a United States person as such term is defined in Section 7701(a)(30) of the Code) (a “U.S. Lender”) for U.S. federal income tax purposes agrees to deliver to the Borrower and the Administrative Agent on or prior to the Effective Date or, in the case of a U.S. Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 12.04(b) (unless the respective U.S. Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such U.S. Lender, as applicable, two (2) original accurate and duly completed United States IRS Forms W-9 certifying as to such U.S. Lender’s entitlement to full exemption from United States backup withholding tax, or any successor forms. (e) If the Administrative Agent or a Lender determines, in its sole discretion discretion, that it has actually received or realized in connection therewith a refund of any refund or any reduction of, or credit against, its Tax liabilities in Taxes as to which it has been indemnified by the Borrower or with respect to the taxable year in which the Borrower has paid additional amount is paid (a "Tax Benefit")amounts pursuant to this Section 4.04, such Lender it shall pay to the Borrower an amount that the Lender shall, in its sole discretion, determine is equal to such refund (but only to the net benefitextent of indemnity payments made, after taxor additional amounts paid, which was obtained by the Lender in Borrower under this Section 4.04 with respect to the Taxes giving rise to such year refund), net of all out-of-pocket expenses (including Taxes) of the Administrative Agent or such Lender, as a consequence of the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such Tax Benefitrefund); provided, howeverthat the Borrower, that (i) any Lender may determine, in its sole discretion consistent with upon the policies request of the Administrative Agent or such Lender, whether agrees to seek a Tax Benefit; (ii) any Taxes that are imposed on a Lender as a result of a disallowance or reduction (including through repay the expiration of any tax credit carryover or carryback of such Lender that otherwise would not have expired) of any Tax Benefit with respect to which such Lender has made a payment to the Borrower pursuant to this Section 4.04(c) shall be treated as a Tax for which the Borrower is obligated to indemnify such Lender pursuant to this Section 4.04 without any exclusions or defenses; and (iii) nothing in this Section 4.04(c) shall require the Lender to disclose any confidential information amount paid over to the Borrower (includingplus any penalties, without limitationinterest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (e), in no event will the Administrative Agent or a Lender be required to pay any amount pursuant to this paragraph (e) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent or such Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section 4.04 shall not be construed to require the Administrative Agent or any Lender to make available its tax returns)returns (or any other information relating to its taxes which it deems confidential) to the Borrower or any other Person.

Net Payments. (a) All payments made by the Borrower hereunder or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding any tax imposed on or measured by the net income or net profits of a Lender pursuant to the laws of the jurisdiction in which it is organized or in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (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 as may be necessary so that every payment of all amounts due under this Agreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Note. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower or, if the relevant taxing authority does not issue such receipts, such other evidence of payment as may be reasonably satisfactory to the Administrative Agent. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the Borrower and the Administrative Agent on or prior to the Effective Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 1.13 or 13.04 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer) on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or W-8BEN (with respect to a complete exemption from withholding tax under an income tax treaty) (or successor forms) certifying to such Lender's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement 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-8BEN (with respect to a complete exemption from withholding tax under an income tax treaty) or W-8ECI pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a "Section 4.04(b)(ii) Certificate") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exception) (or successor form) certifying to such Lender's entitlement on the date of such certificate 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 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 Internal Revenue Service Form W-8ECI or W-8BEN (with respect to a complete exemption from withholding tax under an income tax treaty), or Form W-8BEN (with respect to the portfolio interest exception) and 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 with respect to payments under this Agreement and any Note, or it shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate. Such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 4.04(b) if such inability results from a change after the Effective Date (or, in the case of a Lender that is not a Lender hereunder on the Effective Date, a change after the date such Lender became an assignee or a transferee of an interest hereunder) in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof. Notwithstanding anything to the contrary contained in Section 4.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees or other amounts payable hereunder for the account of any Lender 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 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 4.04(a) hereof to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the 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 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 4.04 and except as set forth in Section 13.04(b), the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 4.04(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 change on or after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such Taxes. (c) 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 realized in connection therewith any refund or any reduction of, or credit against, its Tax liabilities in or with respect to the taxable year in which the additional amount is paid (a "Tax Benefit"), such Lender shall pay to the Borrower an amount that the Lender shall, in its sole discretion, determine is equal to the net benefit, after tax, which was obtained by the Lender in such year as a consequence of such Tax Benefit; provided, however, that (i) any Lender may determine, in its sole discretion consistent with the policies of such Lender, whether to seek a Tax Benefit; (ii) any Taxes that are imposed on a Lender as a result of a disallowance or reduction (including through the expiration of any tax credit carryover or carryback of such Lender that otherwise would not have expired) of any Tax Benefit with respect to which such Lender has made a payment to the Borrower pursuant to this Section 4.04(c) shall be treated as a Tax for which the Borrower is obligated to indemnify such Lender pursuant to this Section 4.04 without any exclusions or defenses; and (iii) nothing in this Section 4.04(c) shall require the Lender to disclose any confidential information to the Borrower (including, without limitation, its tax returns).

Net Payments. (a) All payments made by or on account of any obligation of the Borrower hereunder or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b), all such payments Guarantor 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 Taxes with respect to such payments (but excluding any tax imposed on or measured payments, unless required by the net income or net profits of a Lender pursuant to the laws of the jurisdiction in which it is organized or in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively, as "Taxes")law. If any Taxes are so levied required to be withheld or imposeddeducted, the Borrower or Guarantor, if applicable, agrees to pay the full amount of such TaxesTaxes to the relevant Governmental Authority and, and if such Tax is an Indemnified Tax, such additional amounts to the recipient as may be necessary so that every payment of all amounts due under this Agreement or under any Note, after withholding or deduction for or on account of any Taxes, Loan Document will not be less than the amount provided for herein or in such NoteLoan Document after withholding or deduction for or on account of such Indemnified Taxes (including such deductions and withholdings applicable to additional sums payable under this Section 4.4(a)). The As soon as practicable after any payment of Taxes, but in no event later than 45 days after the date of the payment of any Taxes, the relevant Borrower or Guarantor will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts the receipt issued by the relevant Governmental Authority evidencing such payment by such Borrower or Guarantor, a copy of the Borrower or, if the relevant taxing authority does not issue return reporting such receipts, such payment or other evidence of such payment as may be reasonably satisfactory to the Administrative Agent. The relevant Borrower or Guarantor agrees to indemnify and hold harmless the Administrative Agent and each Lender, and to reimburse such Lender upon its written request, Person for the full amount of any Indemnified Taxes so levied or imposed (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 4.4(a)) and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed by the relevant Governmental Authority and paid by such Person, within 10 days after written demand therefor. A certificate as to the amount of such payment or liability and the reasons therefor in reasonable detail delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. The relevant Borrower or Guarantor shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes. (b) Each Without limiting the generality of Section 4.4(c), each Lender and the Administrative Agent that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal federal income tax purposes purposes, agrees to deliver to the Borrower and the Administrative Agent (or in the case of the Administrative Agent, to the Borrower) on or prior to the Effective Datedate it becomes a party to this Agreement, two accurate, complete and executed originals of Internal Revenue Service Form W‑9 certifying to such Person’s NYDOCS02/1076196.5 30 entitlement to exemption from United States federal backup withholding, unless such Lender demonstrates that it is treated as an exempt recipient under Treasury Regulation Section 1.6049‑4(c)(1)(ii). Each Lender and the Administrative Agent that is not a United States Person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. federal income tax purposes (each, a “Foreign Lender”) agrees to deliver to the Borrower and the Administrative Agent (or in the case of a Lender that is an assignee the Administrative Agent, to deliver to the Borrower) on or transferee of an interest under this Agreement pursuant to Section 1.13 or 13.04 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer) on the date it becomes a party to this Agreement, whichever of such assignment or transfer to such Lender, the following is applicable: (i) two accurate accurate, complete and complete original signed copies executed originals of Internal Revenue Service Form W-8ECI W‑8ECI, or W-8BEN any subsequent versions thereof or successors thereto; (with respect to a ii) two accurate, complete exemption from withholding tax under an income tax treaty) (and executed originals of Internal Revenue Service Form W‑8BEN or successor forms) Form W-8BEN-E or any subsequent versions thereof or successors thereto, certifying to such Lender's Person’s entitlement as of such date to a complete exemption from from, or reduction of, United States withholding tax with respect to payments to be made under this Agreement and under any Note Term Note; (iii) two accurate, complete and executed originals of Internal Revenue Service Form W‑8IMY, or any subsequent versions thereof of successors thereto, and all required supporting documentation; or (iiiv) if in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code: (A) two executed certificates providing that such Foreign Lender is not (1) a "“bank" ” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8BEN Code; (with respect to a complete exemption from withholding tax under an income tax treaty) or W-8ECI pursuant to clause (i) above, (x2) a certificate “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code; or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code, which certificates shall be substantially in the form of Exhibit D F (any such certificate, a "Section 4.04(b)(ii) “Non‑Bank Certificate"”) and (yB) two accurate accurate, complete and complete original signed copies executed originals of Internal Revenue Service Form W-8BEN W‑8BEN or Form W-8BEN-E (with respect to the portfolio interest exceptionexemption) (or successor formany subsequent versions thereof or successors thereto) certifying to such Lender's ’s entitlement on the date as of such certificate date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Term Note. In addition, the Administrative Agent and each Lender agrees that from time to time after the Effective 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 Internal Revenue Service Form W-8ECI W-8ECI, Form W-8BEN or W-8BEN Form W-8BEN-E (with respect to a complete exemption from withholding tax under an the benefits of any income tax treaty), Form W-8BEN or Form W-8BEN W-8BEN-E (with respect to the portfolio interest exceptionexemption) and a Section 4.04(b)(ii) Non-Bank Certificate, or Form W-9, as the case may bebe (or any subsequent versions thereof or successors thereto), and such other forms as may be required in order to confirm or establish the its continued entitlement of such Lender to a continued complete exemption from or reduction in United States State withholding tax or backup withholding with respect to payments under this Agreement and any Term Note, or it shall immediately promptly notify the Borrower and the Administrative NYDOCS02/1076196.5 31 Agent (if applicable) of its inability to deliver any such Form form or Certificate. Such Lender shall not be required to deliver any such Form or Certificate certificate pursuant to this Section 4.04(b) if such inability results from a change after the Effective Date 4.4 (or, in the case of a Lender that is not a Lender hereunder on the Effective Date, a change after the date such Lender became an assignee or a transferee of an interest hereunder) in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof. Notwithstanding anything to the contrary contained in Section 4.04(ab), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or 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 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 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 4.04(a) hereof to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the 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 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 4.04 and except as set forth in Section 13.04(b), the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 4.04(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 change on or after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such Taxes. (c) If any Lender or the Administrative Agent is entitled to an exemption from or reduction in withholding Tax with respect to payments under this Agreement and any Term Note, then such Lender and the Administrative Agent agree to deliver to the Borrower and the Administrative Agent upon request such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate of withholding. (d) If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 4.4(d), FATCA shall include any amendments made to FATCA after the date of this Agreement. (e) If the Borrower or a Guarantor pays any additional amount or makes any indemnity payment under this Section 4.04 4.4 to a Lender or the Administrative Agent and such Lender or the Administrative Agent determines in its sole discretion exercised in good faith that it has actually received or realized in connection therewith any refund of Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower or any reduction of, or credit against, its Tax liabilities in or with respect to the taxable year in which the additional amount is paid Guarantor (a "Tax Benefit"“Refund”), such Lender or the Administrative Agent shall pay to the Borrower an amount that or such Guarantor, as the Lender shallcase may be, in its sole discretion, determine is equal such Refund (but only to the extent of indemnity payments made under this Section 4.4 with respect to Indemnified Taxes and Other Taxes giving rise to such Refund) net benefit, after tax, which was obtained by the Lender of all out of pocket expenses (including taxes) in such year as a consequence respect of such Tax BenefitRefund and without interest; provided, however, that (i) any Lender may determineTaxes, in its sole discretion consistent with the policies of such Lendercosts, whether to seek a Tax Benefit; (ii) any Taxes penalties, interest or other charges that are imposed on a Lender or the Administrative Agent 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 Refund with respect to which such Lender or the Administrative Agent has made a payment to the Borrower or the Guarantor pursuant to this Section 4.04(c4.4(e) (and any interest or penalties imposed thereon) shall be treated as a Tax for which the Borrower or Guarantor, as the case may be, is obligated to indemnify such Lender or the Administrative Agent pursuant to this Section 4.04 4.4 without any exclusions or defenses; and (iiiii) nothing in this Section 4.04(c4.4(e) shall require any Lender or the Lender Administrative Agent to disclose any confidential information to the Borrower or the Guarantor (including, without limitation, its tax returns).; (iii) no Lender or the Administrative Agent shall be required to pay any amounts pursuant to this Section 4.4(e) at any time which a Default or Event of Default exists (provided that such amounts shall be credited against amounts otherwise owed under this Agreement by the Borrower or Guarantor); and (iv) notwithstanding anything to the contrary in this Section 4.4(e), in no event will the Lender or Administrative Agent be required to pay any amount to the Borrower or Guarantor the

Net Payments. (a) All payments made by the Borrower hereunder or on account of any Credit Party under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b), all such payments will Credit Document shall be made free and clear of, and without deduction or withholding for, any present or future taxesTaxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed except as required by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding any tax imposed on or measured by the net income or net profits of a Lender pursuant to the laws of the jurisdiction in which it is organized or in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively, as "Taxes")law. If any Taxes are so levied required to be withheld or imposeddeducted from such payments, then the Credit Parties jointly and severally agree that (i) to the extent such deduction or withholding is on account of an Indemnified Tax or Other Tax, the Borrower agrees sum payable shall be increased as necessary so that after making all required deductions or withholding (including deduction or withholdings applicable to additional sums payable under this Section 5.04), the Lender receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) the applicable withholding agent will make such deductions or withholdings, and (iii) the applicable withholding agent shall timely pay the full amount of such Taxesdeducted or withheld to the relevant Governmental Authority in accordance with applicable law. In addition, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under the Credit Parties shall timely pay any Note, after withholding or deduction for or on account of any Taxes, will not be less than Other Taxes to the amount provided for herein or relevant Governmental Authority in such Noteaccordance with applicable law. The Borrower Credit Parties will furnish to the Administrative Agent Agents within 45 days after the date the payment by any of them of any Indemnified Taxes or Other Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower or, if the relevant taxing authority does not issue such receipts, such other evidence of payment as may be reasonably satisfactory to the Administrative Agentapplicable Credit Party. The Borrower agrees Credit Parties jointly and severally agree to indemnify and hold harmless the Agents and each Lender, and reimburse such Lender upon its the Agents and each Lender, within 10 days of written requestrequest therefor, for the amount of any Indemnified Taxes so levied or Other Taxes (including any Indemnified Taxes or Other Taxes imposed and on amounts payable under this Section 5.04) payable or paid by the Agents or such Lender or required to be withheld or deducted from a payment to the Agents or such Lender, and any reasonable out-of- pocket expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability prepared in good faith and delivered by the Agents or a Lender (or by the Agents on behalf of a Lender), shall be conclusive absent manifest error. (b) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Credit Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent, certifying as to any entitlement of such Lender to an exemption from, or a reduce rate of, withholding Tax. In addition, each Lender shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether such Lender is subject to backup withholding or information reporting requirements. Each Lender shall, whenever a lapse in time or change in circumstances renders such documentation (including any specific documents required below in Section 5.04(c)) expired, obsolete or inaccurate in any respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by the Borrower or the Administrative Agent) or promptly notify the Borrower and the Administrative Agent in writing of its inability to do so. (c) Without limiting the generality of the foregoing: (x) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to shall deliver to the Borrower and the Administrative Agent on or prior to the Effective DateClosing Date or, or in the case of a Lender that is a Lender to the Borrower and that is an assignee or transferee of an interest under this Agreement pursuant to Section 1.13 2.13 or 13.04 (b) (unless the respective relevant Lender was already a Lender hereunder immediately prior to such assignment or transfer) ), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or W-8BEN (or successor form) claiming eligibility for benefits of an income tax treaty to which the United States is a party or Form W-8ECI (or successor form), or (ii) in the case of a 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,” a certificate substantially in the form of Exhibit ▇-▇, ▇-▇, ▇-▇ or D-4 (any such certificate, a “U.S. Tax Compliance Certificate”) and two accurate and complete exemption from withholding tax under an income tax treaty) signed copies of Internal Revenue Service Form W-8BEN (or successor formsform) certifying to such Lender's ’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement 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-8BEN (with respect to a complete exemption from withholding tax under an income tax treaty) or W-8ECI pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a "Section 4.04(b)(ii) Certificate") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exception) (or successor form) certifying to such Lender's entitlement on the date of such certificate to a complete exemption from United States U.S. 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 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 (iii) to the Borrower and extent a Lender is not the Administrative Agent beneficial owner (for example, where the Lender is a partnership or a participating Lender), two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI W-8IMY (or W-8BEN successor form) of the Lender, accompanied by Form W-8ECI, Form W-8BEN, U.S. Tax Compliance Certificate, Form W-8IMY, and/or any other required information (with respect to or successor or other applicable form) from each beneficial owner that would be required under this Section 5.04(c) if such beneficial owner were a Lender (provided that, if the Lender is a partnership for U.S. federal income Tax purposes (and not a participating Lender), and one or more direct or indirect partners are claiming the portfolio interest exemption), the U.S. Tax Compliance Certificate may be provided by such Lender on behalf of such partner(s); or (iv) two accurate and complete signed copies of any other form prescribed by applicable U.S. federal income tax laws (including the Treasury regulations) as a basis for claiming a complete exemption from withholding tax under an income tax treaty)from, or Form W-8BEN (with respect to the portfolio interest exception) and a Section 4.04(b)(ii) Certificatereduction in, 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 federal withholding tax with respect to payments under this Agreement and any Note, or it shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate. Such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 4.04(bTax; (y) if such inability results from a change after the Effective Date (or, in the case of a Each Lender that is not a Lender hereunder on the Effective Date, a change after the date such Lender became an assignee or a transferee of an interest hereunder) in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof. Notwithstanding anything to the contrary contained in Section 4.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees or other amounts payable hereunder for the account of any Lender which is not a United States person (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 Lender has not provided , shall deliver to the Borrower U.S. and the Administrative Agent, at the times specified in Section 5.04(b), two accurate and complete signed copies of Internal Revenue Service Forms that establish a complete exemption from such deduction Form W-9, or withholding and (y) the Borrower shall not be obligated pursuant to Section 4.04(a) hereof to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the 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 any successor form that such Forms do not establish a complete exemption from withholding of Person is entitled to provide at such taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 4.04 and except as set forth in Section 13.04(b), the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 4.04(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 change on or after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such Taxes. (c) 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 realized in connection therewith any refund or any reduction of, or credit against, its Tax liabilities in or with respect to the taxable year in which the additional amount is paid (a "Tax Benefit"), such Lender shall pay to the Borrower an amount that the Lender shalltime, in its sole discretion, determine is equal order to the net benefit, after tax, which was obtained by the Lender in such year as a consequence of such Tax Benefit; provided, however, that (i) any Lender may determine, in its sole discretion consistent with the policies of such Lender, whether to seek a Tax Benefit; (ii) any Taxes that are imposed on a Lender as a result of a disallowance or reduction (including through the expiration of any tax credit carryover or carryback of such Lender that otherwise would not have expired) of any Tax Benefit with respect to which such Lender has made a payment to the Borrower pursuant to this Section 4.04(c) shall be treated as a Tax qualify for which the Borrower is obligated to indemnify such Lender pursuant to this Section 4.04 without any exclusions or defenses; and (iii) nothing in this Section 4.04(c) shall require the Lender to disclose any confidential information to the Borrower (including, without limitation, its tax returns).an exemption from

Net Payments. (a) All Except as provided in this Section 5.06(a), all payments made by the Borrower or on account of any obligation of any Credit Party hereunder or under any Note Note, Guarantee or other Credit Document will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b)required by law, all such payments will be made free and clear of, and without deduction or withholding for, any present Taxes (including Taxes imposed or future taxesasserted on amounts payable under this Section 5.06). If, levieshowever, impostsapplicable laws require any withholding agent to withhold or deduct any Tax, dutiessuch Tax shall be withheld or deducted in accordance with such laws as reasonably determined by such withholding agent. The applicable withholding agent shall timely pay the amount of any Taxes deducted or withheld in respect of a payment made by a Credit Party hereunder or under any note, fees, assessments Guarantee 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 any tax imposed on or measured by the net income or net profits of a Lender pursuant Credit Document to the laws of the jurisdiction relevant Governmental Authority in which it is organized or in which the principal office or accordance with applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively, as "Taxes")law. If any Taxes are so levied or imposedCredit Party is the applicable withholding agent, the Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Note. The Borrower will shall furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts documentation reasonably satisfactory to the Administrative Agent evidencing such payment by the Borrower applicable Credit Party. If any Covered Taxes are so deducted or withheld by any applicable withholding agent, then the applicable Credit Party agrees to increase the sum payable by such Credit Party so that, after such deduction or withholding (including such deduction or withholding on account of Covered Taxes applicable to additional sums payable under this Section 5.06) the amount received by each Lender or, if in the relevant taxing authority does not issue such receipts, such other evidence case of payment as may be reasonably satisfactory payments made to the Administrative Agent for its own account, the Administrative Agent, will not be less than the amount such recipient would have received had no such withholding or deduction been made. The Borrower agrees Credit Parties agree to jointly and severally indemnify and hold harmless the Administrative Agent and each Lender, and reimburse such Lender any of them upon its written request, for the amount of any Covered Taxes so that are levied or imposed and paid by such indemnitee (including Covered Taxes imposed or asserted on amounts payable under this Section 5.06) and for any reasonable expenses arising therefrom in each case, whether or not such Covered Taxes were correctly or legally imposed, other than any interest or penalties that are determined by a final and nonappealable judgment of a court of competent jurisdiction to have resulted from the indemnitee’s gross negligence or willful misconduct. Such written request shall include a certificate setting forth in reasonable detail the basis of such request and such certificate, absent manifest error, shall be conclusive. (b) (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to any payments made under any Credit Document shall deliver to Borrower and the Administrative Agent, at the time or times reasonably requested by Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by Borrower 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 Borrower or the Administrative Agent, shall deliver such other documentation reasonably requested by Borrower or the Administrative Agent as will enable Borrower 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 5.06(b)(ii), (c), and (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. Notwithstanding anything to the contrary in this Section 5.06(b), no Lender shall be required to provide any documentation that such Lender is not legally eligible to deliver. (bii) Each any Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to Person shall deliver to the Borrower and the Administrative Agent on or prior to the Effective Datedate on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or the Administrative Agent), two executed original copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding. Any Foreign Lender shall deliver to Borrower and the Administrative Agent on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or the Administrative Agent), two executed original copies of whichever of the following is applicable: (1) in the case of a Foreign Lender that is an assignee or transferee claiming the benefits of an interest under this Agreement pursuant to Section 1.13 or 13.04 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer) on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or W-8BEN (with respect to a complete exemption from withholding tax under an income tax treaty) (or successor forms) certifying treaty to such Lender's entitlement as of such date to a complete exemption from which the United States is a party IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to an applicable income tax with respect to payments to be made treaty; (2) IRS Form W-8ECI; (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under this Agreement and under any Note or (ii) if the Lender is not a "bank" within the meaning of Section 881(c)(3)(A881(c) of the Code and cannot deliver either Internal Revenue Service Form W-8BEN (with respect to a complete exemption from withholding tax under an income tax treaty) or W-8ECI pursuant to clause (i) aboveCode, (x) a certificate substantially in the form of Exhibit D (any D-1 to the effect that such certificateForeign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a "“10 percent shareholder” of Borrower within the meaning of Section 4.04(b)(ii881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate"”) and that no interest payments in connection with any Credit Documents are effectively connected with such Foreign Lender’s conduct of a U.S. trade or business and (y) two accurate and complete original signed copies of Internal Revenue Service IRS Form W-8BEN or W-8BEN-E; or (with respect 4) to the extent a Foreign Lender is not the beneficial owner (for example, where the Foreign Lender is a partnership or participating Lender), IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit D-2 or Exhibit D-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and not a participating Lender and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exception) (exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit D-4 on behalf of each such direct and indirect partner. Any Foreign Lender shall deliver to Borrower and the Administrative Agent on or successor form) certifying prior to such Lender's entitlement on the date of on which such certificate to Foreign Lender becomes a complete exemption from United States withholding tax with respect to payments of interest to be made Lender under this Agreement (and under any Note. In addition, each Lender agrees that from time to time after thereafter upon the Effective Datereasonable request of Borrower or the Administrative Agent), when two executed original copies of any other form prescribed by applicable law as a lapse basis for claiming exemption from or a reduction in time U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit Borrower or change in circumstances renders the previous Administrative Agent to determine the withholding or deduction required to be made. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any material respect, it will deliver to the shall update such form or certification or promptly notify Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or W-8BEN (with respect to a complete exemption from withholding tax under an income tax treaty), or Form W-8BEN (with respect to the portfolio interest exception) and 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 with respect to payments under this Agreement and any Note, or it shall immediately notify the Borrower and the Administrative Agent writing of its inability to deliver any such Form or Certificate. Such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 4.04(b) if such inability results from a change after the Effective Date (or, in the case of a Lender that is not a Lender hereunder on the Effective Date, a change after the date such Lender became an assignee or a transferee of an interest hereunder) in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof. Notwithstanding anything to the contrary contained in Section 4.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required legal ineligibility 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 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 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 4.04(a) hereof to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the 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 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 4.04 and except as set forth in Section 13.04(b), the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 4.04(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 change on or after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such Taxesso. (c) 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 realized in connection therewith any refund or any reduction of, or credit against, its Tax liabilities in or with respect to the taxable year in which the additional amount is paid (a "Tax Benefit"), such Lender shall pay to the Borrower an amount that the Lender shall, in its sole discretion, determine is equal to the net benefit, after tax, which was obtained by the Lender in such year as a consequence of such Tax Benefit; provided, however, that (i) any Lender may determine, in its sole discretion consistent with the policies of such Lender, whether to seek a Tax Benefit; (ii) any Taxes that are imposed on a Lender as a result of a disallowance or reduction (including through the expiration of any tax credit carryover or carryback of such Lender that otherwise would not have expired) of any Tax Benefit with respect to which such Lender has made a payment to the Borrower pursuant to this Section 4.04(c) shall be treated as a Tax for which the Borrower is obligated to indemnify such Lender pursuant to this Section 4.04 without any exclusions or defenses; and (iii) nothing in this Section 4.04(c) shall require the Lender to disclose any confidential information to the Borrower (including, without limitation, its tax returns).

Net Payments. (a) All payments made by any Credit Party under any Credit Document (including, in the Borrower hereunder 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 in Section 4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income or net profits of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively, collectively as "Taxes"). If any Taxes are so levied or imposed, the respective Borrower (and any other Credit Party making the payment) agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Note. The If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the respective Borrower (and any other Credit Party making the payment) shall be obligated to reimburse each Lender, upon the written request of such Lender, for the net additional taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured by the net income of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender in respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence, the respective Borrower (or Credit Party) will furnish to the Administrative Agent within 45 days after the date of the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by such Borrower (or the Borrower or, if the relevant taxing authority does not issue such receipts, such respective other evidence of payment as may be reasonably satisfactory to the Administrative AgentCredit Party). The Borrower agrees Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall agree) to indemnify and hold harmless 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 U.S. Federal income tax purposes agrees to deliver to the U.S. Borrower and the Administrative Agent on or prior to the Effective Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 1.13 or 13.04 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer) ), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption from withholding tax under an income tax treaty) (or successor forms) certifying to such Lender's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Note 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 from withholding tax under an income tax treaty) or W-8ECI pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a "Section 4.04(b)(ii) Certificate") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exceptionexemption) (or successor form) certifying to such Lender's entitlement on the date as of such certificate 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 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 Internal Revenue Service Form W-8ECI or W-8ECI, Form W-8BEN (with respect to a complete exemption from withholding tax under an the benefits of any income tax treaty), or Form W-8BEN (with respect to the portfolio interest exceptionexemption) and 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 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. Such , in which case such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 4.04(b) if such inability results from a change after the Effective Date (or, in the case of a Lender that is not a Lender hereunder on the Effective Date, a change after the date such Lender became an assignee or a transferee of an interest hereunder) in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof). Notwithstanding anything to the contrary contained in Section 4.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the U.S. Borrower shall be entitled, to 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 fees or other amounts payable by the U.S. Borrower hereunder for the account of any Lender 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 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 4.04(aSection (a) hereof to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the U.S. Borrower the Internal Revenue Service Forms required to be provided to the U.S. Borrower pursuant to this Section 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 Forms 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 4.04 and except as set forth in Section 13.04(b), the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 4.04(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 change on or changes after the Effective Date (or, if later, the date such Lender became 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 Taxes. income or similar taxes or (cy) 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 realized in connection therewith any refund or any reduction of, or credit against, its Tax liabilities in or with respect to the taxable year in which the additional amount is paid (a "Tax Benefit"), such Lender shall pay to the Borrower an amount that the Lender shall, in its sole discretion, determine is equal to the net benefit, after tax, which was obtained by the Lender in such year as a consequence of such Tax Benefit; provided, however, that (i) any Lender may determine, in its sole discretion consistent with the policies of such Lender, whether to seek a Tax Benefit; (ii) any Taxes that are imposed on a Lender as a result of the purchase of a disallowance or reduction (including through participation as required by Section 1.14 following the expiration occurrence of any tax credit carryover or carryback of such Lender that otherwise would not have expired) of any Tax Benefit with respect to which such Lender has made a payment to the Borrower pursuant to this Section 4.04(c) shall be treated as a Tax for which the Borrower is obligated to indemnify such Lender pursuant to this Section 4.04 without any exclusions or defenses; and (iii) nothing in this Section 4.04(c) shall require the Lender to disclose any confidential information to the Borrower (including, without limitation, its tax returns)Sharing Event.

Net Payments. (a) All payments made by or on behalf of the Borrower hereunder or any Guarantor under this Agreement or under any Note other Loan Document will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b), all 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 Taxes with respect to such payments (but excluding any tax imposed on or measured payments, unless required by the net income or net profits of a Lender pursuant to the laws of the jurisdiction in which it is organized or in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively, as "Taxes")law. If any such Taxes are so levied or imposed, the Borrower agrees applicable withholding agent shall pay, or withhold and remit, to pay the applicable Governmental Authority the full amount of such Taxes, and if the Tax in question is an Indemnified Tax or an Other Tax, the applicable Loan Party shall pay such additional amounts as may be necessary so that every payment of all amounts due that, after any required deductions or withholdings have been made (including any deductions or withholdings attributable to any payments required to be made under this Agreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein Section 5.5) each Lender (or in the case of a payment made to the Administrative Agent for its own account, such NoteAdministrative Agent) receives on the due date a net sum equal to what it would have received had such Indemnified Taxes or Other Taxes not been levied or imposed. The Borrower or Guarantors, if applicable, will furnish to the Administrative Agent within 45 forty-five (45) days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts or other evidence reasonably satisfactory to the Administrative Agent evidencing such payment by the Borrower or, if the relevant taxing authority does not issue such receipts, such other evidence of payment as may be reasonably satisfactory to the Administrative Agentor Guarantor. The Borrower agrees or Guarantors, jointly and severally, agree to indemnify and hold harmless the Administrative Agent and each Lender, and to reimburse such Lender Person upon its written requestrequest within twenty (20) days of demand therefor, for the amount of any Indemnified Taxes or Other Taxes so levied or imposed and paid by such Person (including any Indemnified Taxes or Other Taxes imposed on or attributable to amounts payable under this Section 5.5), whether or not such Taxes were correctly or legally imposed or asserted; provided that if the Administrative Agent or any Lender requests indemnification more than 90 days after the earlier of (1) the date on which the Administrative Agent or the applicable Lender received written demand for payment of the applicable Indemnified Taxes or Other Taxes from the relevant Governmental Authority or (2) the date on which the Administrative Agent or the applicable Lender paid the applicable Indemnified Taxes or Other Taxes, the Administrative Agent or the applicable Lender shall not be indemnified to the extent that such failure or delay results in prejudice to the Borrower or any Guarantor. A certificate setting forth the amount of such payment or liability and the manner in which such amount was determined, prepared in good faith and delivered by the Lender or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. (b) Each Without limiting the generality of Section 5.5(c), each Lender (1) that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal federal income tax purposes (each, a “Foreign Lender”) agrees to deliver to the Borrower and the Administrative Agent on or prior to the Effective Datedate it becomes a party to this Agreement, or in whichever of the case of a Lender that following is an assignee or transferee of an interest under this Agreement pursuant to Section 1.13 or 13.04 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer) on the date of such assignment or transfer to such Lender, applicable: (i) two accurate and complete original signed copies of Internal Revenue Service ServiceIRS Form W-8ECI (or successor forms), (ii) two accurate and complete original signed copies of Internal Revenue ServiceIRS Form W-8BEN (with respect to a complete exemption from withholding tax under an income tax treaty) or W-8BEN-E (or successor forms) certifying claiming eligibility for the benefits of an income tax treaty to such Lender's entitlement as of such date to a complete exemption from which the United States withholding tax with respect to payments to be made is a party, (iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under this Agreement and under any Note Section 871(h) or (ii) if the Lender is not a "bank" within the meaning of Section 881(c)(3)(A881(c) of the Code and cannot deliver either Internal Revenue Service Form W-8BEN (with respect to a complete exemption from withholding tax under an income tax treaty) or W-8ECI pursuant to clause (i) aboveCode, (x) a certificate substantially in the form of Exhibit D L-1 (any such Exhibit L certificate, a "Section 4.04(b)(ii) “Non-Bank Certificate"”) and (y) two accurate and complete original signed copies of Internal Revenue Service ServiceIRS Form W-8BEN (with respect to the portfolio interest exception) or W-8BEN-E (or successor form), (iv) certifying to such Lender's entitlement on the date of such certificate 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 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 extent that a Foreign Lender is not the Administrative Agent beneficial owner (for example, where the Foreign Lender is a partnership or a participating Lender), two new accurate and complete original signed copies of Internal Revenue Service ServiceIRS Form W-8ECI W-8IMY (or W-8BEN successor form) of the Foreign Lender, accompanied by a Form W-8ECI, Form W-8BEN, W-8BEN-E, a certificate substantially in the form of Exhibit L-2 or Exhibit ▇-▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ServiceIRS Form W-9 and/or other documents from each beneficial owner, as applicable, that would be required under this Section 5.5(b) if such beneficial owner were a Lender; provided that if the Foreign Lender is a partnership (with respect to and not a complete exemption from withholding tax under an income tax treaty), participating Lender) and one or Form W-8BEN (with respect to more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exceptionexemption, such Foreign Lender may provide a certificate substantially in the form of Exhibit L-4 (in lieu of a certificate substantially in the form of Exhibit L-2 or Exhibit L-3) and a Section 4.04(b)(ii) Certificate, as the case may beon behalf of each such direct or indirect partner(s), and such (v) two accurate and complete original signed copies of any other forms form prescribed by applicable U.S. federal income tax laws (including the Treasury regulations) as may be required in order a basis for claiming complete exemption from, or reduction in, U.S. federal withholding tax on any payments to confirm or establish the entitlement of such Lender to a continued exemption from under any Loan Document or reduction in United States withholding tax with respect to payments under this Agreement and any Note, or it shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate. Such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 4.04(b(2) if such inability results from a change after the Effective Date (or, in the case of a Lender that is not a Lender hereunder on the Effective Date, a change after the date such Lender became an assignee or a transferee of an interest hereunder) in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof. Notwithstanding anything to the contrary contained in Section 4.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees or other amounts payable hereunder for the account of any Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal federal income tax purposes purposes, agrees to the extent that such Lender has not provided deliver to the Borrower U.S. and the Administrative Agent on or prior to the date it becomes a party to this Agreement, two accurate and complete original signed copies of Internal Revenue Service Forms that establish a complete ServiceIRS Form W-9 certifying to such Lender’s exemption from such deduction or withholding and (y) the Borrower United StatesU.S. federal backup withholding. The Administrative Agent shall not be obligated pursuant to Section 4.04(a) hereof to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided provide to the Borrower two accurate and complete original signed copies of whichever of the following is applicable: (1) if the Administrative Agent is a United States person (as such term is defined in Section 7701(a)(30) of the Code), Internal Revenue Service Forms required ServiceIRS Form W-9 certifying to be provided to the Borrower pursuant to this Section 4.04(b) such Administrative Agent’s exemption from U.S. federal backup withholding or (II2) if the Administrative Agent is not a United States person (as such term is defined in Section 7701(a)(30) of the case of a paymentCode), other than interest, (i) Internal Revenue ServiceIRS Form W-8ECI with respect to a Lender described in clause payments received for its own account and (ii) above, Internal Revenue ServiceIRS Form W-8IMY (together with all required accompanying documentation) assuming primary responsibility for U.S. federal income tax withholding with respect to payments received by it on behalf of the extent that such Forms do not establish a complete exemption from withholding of such taxesLenders. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 4.04 and except as set forth in Section 13.04(b5.5(b), the Borrower agrees Administrative Agent shall not be required to pay deliver any additional amounts and documentation that such Administrative Agent is not legally eligible to indemnify each Lender in the manner set forth in Section 4.04(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 change on or after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such Taxes. (c) 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 realized in connection therewith any refund or any reduction of, or credit against, its Tax liabilities in or with respect to the taxable year in which the additional amount is paid (a "Tax Benefit"), such Lender shall pay to the Borrower an amount that the Lender shall, in its sole discretion, determine is equal to the net benefit, after tax, which was obtained by the Lender in such year as a consequence of such Tax Benefit; provided, however, that (i) any Lender may determine, in its sole discretion consistent with the policies of such Lender, whether to seek a Tax Benefit; (ii) any Taxes that are imposed on a Lender deliver as a result of a disallowance or reduction (including through Change in Tax Law after the expiration of any tax credit carryover or carryback of such Lender that otherwise would not have expired) of any Tax Benefit with respect to which such Lender has made a payment to the Borrower pursuant to this Section 4.04(c) shall be treated as a Tax for which the Borrower is obligated to indemnify such Lender pursuant to this Section 4.04 without any exclusions or defenses; and (iii) nothing in this Section 4.04(c) shall require the Lender to disclose any confidential information to the Borrower (including, without limitation, its tax returns).ClosingAmendment No. 3

Net Payments. (a) All payments made by any Credit Agreement Party hereunder (including, in the Borrower hereunder case of Holdings, in its capacity as Guarantor pursuant to Section 14) or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(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 with respect to such payments by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding excluding, in the case of each Lender, except as provided in the second succeeding sentence, any tax tax, including any income, branch profits, franchise or similar tax, which in each case is imposed on or measured by the net income or income, net profits or capital of a such Lender pursuant to the laws of the jurisdiction in which it such Lender is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located or any political subdivision or taxing authority thereof or therein) and all interest, penalties or similar liabilities with respect thereto to such nonexcluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded nonexcluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively, collectively as "“Taxes"”). If any Taxes are so levied or imposed, the Borrower relevant Credit Agreement Party agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due by such Credit Agreement Party under this Agreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence (any such amounts, the “Gross-Up Amount”), the relevant Credit Agreement Party agrees to reimburse each Lender, upon the written request of such Lender, for the net amount, if any, of any taxes such Lender shall determine are incurred by such Lender (taking into account in calculating such net amount any allowable credit, deduction or other benefit available as a result of, or with respect to, the payment by the relevant Credit Agreement Party to such Lender of (i) the Gross-Up Amount or (ii) any amount paid pursuant to this sentence) that would not have been incurred in the absence of the payment by such Credit Agreement Party of (i) the Gross-Up Amount or (ii) any amount paid pursuant to this sentence. The Borrower relevant Credit Agreement Party will furnish to the Administrative Agent within 45 days promptly after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower or, if the relevant taxing authority does not issue such receipts, such other evidence of payment as may be reasonably satisfactory to the Administrative AgentCredit Agreement Party. The Borrower Each Credit Agreement Party 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 LenderLender in respect of any payments by or on behalf of such Credit Agreement Party. (b) Each Lender party to this Agreement on the Effective Date hereby represents that, as of the Effective Date, all payments of principal, interest, and fees to be made to it by the Borrower pursuant to this Agreement will be totally exempt from withholding of United States federal tax. Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the Borrower and the Administrative Agent on or prior to the Effective Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 1.13 or 13.04 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer) 13.04, on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption from withholding tax under an income tax treaty) (or successor forms) certifying to such Lender's ’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Note 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 from withholding tax under an income tax treaty) or W-8ECI pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a "“Section 4.04(b)(ii) Certificate"”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exceptionexemption) (or successor form) certifying to such Lender's ’s entitlement on the date of such certificate 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 (a) from time to time after the Effective Date, when a lapse in time or change in circumstances or applicable law renders the previous certification obsolete or inaccurate in any material respect, and (b) upon the Borrower’s reasonable request after the occurrence of any change in applicable law or any other event requiring the delivery of a Form W-8ECI, Form W-8BEN or any successor form in addition to or in replacement of the forms previously delivered, it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or W-8ECI, Form W-8BEN (with respect to a complete exemption from withholding tax under an the benefits of any income tax treaty), or Form W-8BEN (with respect to the portfolio interest exceptionexemption) and a Section 4.04(b)(ii) Certificate, or any successor form, 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 with respect to payments under this Agreement and any Note, or it shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form form or Certificate. Such certificate in which case such Lender shall not be required to deliver any such Form form or Certificate certificate pursuant to this Section 4.04(b) if such inability results from a change after the Effective Date (or, in the case of a Lender that is not a Lender hereunder on the Effective Date, a change after the date such Lender became an assignee or a transferee of an interest hereunder) in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof. Notwithstanding anything to the contrary contained in Section 4.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees or other amounts payable hereunder for the account of any Lender 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 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 4.04(a) hereof to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the 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 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 4.04 and except as set forth in Section 13.04(b), the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 4.04(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 change on or after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such Taxes. (c) 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 realized in connection therewith any refund or any reduction of, or credit against, its Tax liabilities in or with respect to the taxable year in which the additional amount is paid (a "Tax Benefit"), such Lender shall pay to the Borrower an amount that the Lender shall, in its sole discretion, determine is equal to the net benefit, after tax, which was obtained by the Lender in such year as a consequence of such Tax Benefit; provided, however, that (i) any Lender may determine, in its sole discretion consistent with the policies of such Lender, whether to seek a Tax Benefit; (ii) any Taxes that are imposed on a Lender as a result of a disallowance or reduction (including through the expiration of any tax credit carryover or carryback of such Lender that otherwise would not have expired) of any Tax Benefit with respect to which such Lender has made a payment to the Borrower pursuant to this Section 4.04(c) shall be treated as a Tax for which the Borrower is obligated to indemnify such Lender pursuant to this Section 4.04 without any exclusions or defenses; and (iii) nothing in this Section 4.04(c) shall require the Lender to disclose any confidential information to the Borrower (including, without limitation, its tax returns).Section

Net Payments. (a) All payments made by any Credit Party under any Credit Document (including, in the Borrower hereunder 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 in Section 4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income or net profits of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively, collectively as "Taxes"). If any Taxes are so levied or imposed, the respective Borrower (and any other Credit Party making the payment) agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Note. The If any amounts are payable in respect of Taxes pursuant to the preceding sentence, then the respective Borrower (and any other Credit Party making the payment) shall be obligated to reimburse each Lender, upon the written request of such Lender, for the net additional taxes (after taking into account available credits with respect to such withholding taxes) imposed on or measured by the net income of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender in respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence, the respective Borrower (or Credit Party) will furnish to the Administrative Agent within 45 days after the date of the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by such Borrower (or the Borrower or, if the relevant taxing authority does not issue such receipts, such respective other evidence of payment as may be reasonably satisfactory to the Administrative AgentCredit Party). The Borrower agrees Credit Agreement Parties jointly and severally agree (and each Subsidiary Guarantor pursuant to its respective Subsidiary Guaranty, and the incorporation by reference therein of the provisions of this Section 4.04, shall agree) to indemnify and hold harmless 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 U.S. Federal income tax purposes agrees to deliver to the U.S. Borrower and the Administrative Agent on or prior to the Effective Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 1.13 or 13.04 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer) ), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption from withholding tax under an income tax treaty) (or successor forms) certifying to such Lender's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Note 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 from withholding tax under an income tax treaty) or W-8ECI pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a "Section 4.04(b)(ii) Certificate") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exceptionexemption) (or successor form) certifying to such Lender's entitlement on the date as of such certificate 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 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 Internal Revenue Service Form W-8ECI or W-8ECI, Form W-8BEN (with respect to a complete exemption from withholding tax under an the benefits of any income tax treaty), or Form W-8BEN (with respect to the portfolio interest exceptionexemption) and 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 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. Such , in which case such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 4.04(b) if such inability results from a change after the Effective Date (or, in the case of a Lender that is not a Lender hereunder on the Effective Date, a change after the date such Lender became an assignee or a transferee of an interest hereunder) in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof). Notwithstanding anything to the contrary contained in Section 4.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the U.S. Borrower shall be entitled, to 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 fees or other amounts payable by the U.S. Borrower hereunder for the account of any Lender 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 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 4.04(a) hereof to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the U.S. Borrower the Internal Revenue Service Forms required to be provided to the U.S. Borrower pursuant to this Section 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 Forms 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 4.04 and except as set forth in Section 13.04(b), the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 4.04(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 change on or after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such Taxes. (c) 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 realized in connection therewith any refund or any reduction of, or credit against, its Tax liabilities in or with respect to the taxable year in which the additional amount is paid (a "Tax Benefit"), such Lender shall pay to the Borrower an amount that the Lender shall, in its sole discretion, determine is equal to the net benefit, after tax, which was obtained by the Lender in such year as a consequence of such Tax Benefit; provided, however, that (i) any Lender may determine, in its sole discretion consistent with the policies of such Lender, whether to seek a Tax Benefit; (ii) any Taxes that are imposed on a Lender as a result of a disallowance or reduction (including through the expiration of any tax credit carryover or carryback of such Lender that otherwise would not have expired) of any Tax Benefit with respect to which such Lender has made a payment to the Borrower pursuant to this Section 4.04(c) shall be treated as a Tax for which the Borrower is obligated to indemnify such Lender pursuant to this Section 4.04 without any exclusions or defenses; and (iii) nothing in this Section 4.04(c) shall require the Lender to disclose any confidential information to the Borrower (including, without limitation, its tax returns).forth

Net Payments. (a) All payments made by the Borrower Comercial and Vitrocrisa hereunder or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b), all All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, value-added taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but in all cases excluding any tax imposed on or measured by the net income or net profits of a Lender pursuant to the laws of the jurisdiction in which it is organized or in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or thereintaxes) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively, as "TaxesAdditional Costs"); provided, however, that anything herein contained to the contrary notwithstanding, Comercial and Vitrocrisa shall not be required to pay withholding taxes in excess of the amount of withholding taxes that would be payable by a financial institution that is both (i) a resident of a country with which Mexico has entered into a treaty for the avoidance of double taxation which is in effect in such country and (ii) registered with the SHCP for purposes of Article 195(I) of the Mexican Income Tax Law (or any successor provision). Such withholding tax rate is currently 4.9%. If any Taxes Additional Costs are so levied required by Law to be deducted or imposedwithheld from, or in respect of, any sum payable hereunder, each of Comercial and Vitrocrisa, as the Borrower case may be, agrees to pay pay, subject to the proviso in the immediately foregoing sentence, the full amount of such Taxes, Additional Costs and such other additional amounts as may be necessary so that every payment of all amounts due under this Agreement hereunder or under any Note, after withholding or deduction for or on account of any TaxesAdditional Costs, will not be less than the amount provided for herein or in such Note. The Borrower Subject to the proviso in the first sentence of this Section 4.4, Comercial or Vitrocrisa, as the case may be, will furnish to the Administrative Agent within 45 sixty (60) days after the date the payment of any Taxes Additional Costs is due pursuant to applicable law certified copies of tax receipts forms evidencing such payment by Comercial or Vitrocrisa, duly stamped by or on behalf of the Borrower or, if Ministry of Finance and Public Credit of Mexico (the relevant taxing authority does not issue such receipts, such "SHCP") or any other evidence of payment as may be reasonably satisfactory applicable Government Agency. Subject to the Administrative Agent. The Borrower agrees to proviso in the first sentence of this Section 4.4, each of Comercial and Vitrocrisa, as the case may be, will indemnify and hold harmless each Lender, and reimburse such Lender promptly upon its written request, for the amount of any Taxes so Additional Costs or other taxes described above which are levied or imposed on 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 U.S. Federal income tax purposes agrees to deliver to the Borrower and the Administrative Agent on or prior to the Effective Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 1.13 or 13.04 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer) on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or W-8BEN (with respect to a complete exemption from withholding tax under an income tax treaty) (or successor forms) certifying to such Lender's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement 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-8BEN (with respect to a complete exemption from withholding tax under an income tax treaty) or W-8ECI pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a "Section 4.04(b)(ii) Certificate") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exception) (or successor form) certifying to such Lender's entitlement on the date of such certificate 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 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 Internal Revenue Service Form W-8ECI or W-8BEN (with respect to a complete exemption from withholding tax under an income tax treaty), or Form W-8BEN (with respect to the portfolio interest exception) and 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 with respect to payments under this Agreement and any Note, or it shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate. Such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 4.04(b) if such inability results from a change after the Effective Date (or, in the case of a Lender that is not a Lender hereunder on the Effective Date, a change after the date such Lender became an assignee or a transferee of an interest hereunder) in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof. Notwithstanding anything to the contrary contained in Section 4.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees or other amounts payable hereunder for the account of any Lender 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 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 4.04(a) hereof to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the 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 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 4.04 and except as set forth in Section 13.04(b), the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 4.04(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 change on or after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such Taxes. (c) 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 realized in connection therewith any refund or any reduction of, or credit against, its Tax liabilities in or with respect to the taxable year in which the additional amount is paid (a "Tax Benefit"), such Lender shall pay to the Borrower an amount that the Lender shall, in its sole discretion, determine is equal to the net benefit, after tax, which was obtained by the Lender in such year as a consequence of such Tax Benefit; provided, however, that (i) any Lender may determine, in its sole discretion consistent with the policies of such Lender, whether to seek a Tax Benefit; (ii) any Taxes that are imposed on a Lender as a result of a disallowance or reduction (including through the expiration of any tax credit carryover or carryback of such Lender that otherwise would not have expired) of any Tax Benefit with respect to which such Lender has made a payment to the Borrower pursuant to this Section 4.04(c) shall be treated as a Tax for which the Borrower is obligated to indemnify such Lender pursuant to this Section 4.04 without any exclusions or defenses; and (iii) nothing in this Section 4.04(c) shall require the Lender to disclose any confidential information to the Borrower (including, without limitation, its tax returns).

Net Payments. (a) All Except as provided in this Section 5.06(a), all payments made by the Borrower or on account of any obligation of any Credit Party hereunder or under any Note Note, Guarantee or other Credit Document will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b)required by law, all such payments will be made free and clear of, and without deduction or withholding for, any present Taxes (including Taxes imposed or future taxesasserted on amounts payable under this Section 5.06). If, levieshowever, impostsapplicable laws require any withholding agent to withhold or deduct any Tax, dutiessuch Tax shall be withheld or deducted in accordance with such laws as reasonably determined by such withholding agent. The applicable withholding agent shall timely pay the amount of any Taxes deducted or withheld in respect of a payment made by a Credit Party hereunder or under any note, fees, assessments Guarantee 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 any tax imposed on or measured by the net income or net profits of a Lender pursuant Credit Document to the laws of the jurisdiction relevant Governmental Authority in which it is organized or in which the principal office or accordance with applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively, as "Taxes")law. If any Taxes are so levied or imposedCredit Party is the applicable withholding agent, the Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Note. The Borrower will shall furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts documentation reasonably satisfactory to the Administrative Agent evidencing such payment by the Borrower applicable Credit Party. If any Covered Taxes are so deducted or withheld by any applicable withholding agent, then the applicable Credit Party agrees to increase the sum payable by such Credit Party so that, after such deduction or withholding (including such deduction or withholding on account of Covered Taxes applicable to additional sums payable under this Section 5.06) the amount received by each Lender or, if in the relevant taxing authority does not issue such receipts, such other evidence case of payment as may be reasonably satisfactory payments made to the Administrative Agent for its own account, the Administrative Agent, will not be less than the amount such recipient would have received had no such withholding or deduction been made. The Borrower agrees Credit Parties agree to jointly and severally indemnify and hold harmless the Administrative Agent and each Lender, and reimburse such Lender any of them upon its written request, for the amount of any Covered Taxes so that are levied or imposed and paid by such Lenderindemnitee (including Covered Taxes imposed or asserted on amounts payable under this Section 5.06) and for any reasonable expenses arising therefrom in each case, whether or not such Covered Taxes were correctly or legally imposed, other than any interest or penalties that are determined by a final and nonappealable judgment of a court of competent jurisdiction to have resulted from the indemnitee’s gross negligence or willful misconduct. Such written request shall include a certificate setting forth in reasonable detail the basis of such request and such certificate, absent manifest error, shall be conclusive. (bi) Each Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to any payments made under any Credit Document shall deliver to Borrower and the Administrative Agent, at the time or times reasonably requested by Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by Borrower 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 Borrower or the Administrative Agent, shall deliver such other documentation reasonably requested by Borrower or the Administrative Agent as will enable Borrower or the Administrative Agent to determine whether or not a United States person 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 (as other than such term is defined documentation set forth in Section 7701(a)(305.06(b)(ii), (c), and (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. Notwithstanding anything to the Codecontrary in this Section 5.06(b), no Lender shall be required to provide any documentation that such Lender is not legally eligible to deliver. (ii) for Any Lender that is a U.S. Federal income tax purposes agrees to Person shall deliver to the Borrower and the Administrative Agent on or prior to the Effective Datedate on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or the Administrative Agent), two executed original copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding. Any Foreign Lender shall deliver to Borrower and the Administrative Agent on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or the Administrative Agent), two executed original copies of whichever of the following is applicable: (1) in the case of a Foreign Lender that is an assignee or transferee claiming the benefits of an interest under this Agreement pursuant to Section 1.13 or 13.04 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer) on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or W-8BEN (with respect to a complete exemption from withholding tax under an income tax treaty) (or successor forms) certifying treaty to such Lender's entitlement as of such date to a complete exemption from which the United States is a party IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to an applicable income tax with respect to payments to be made treaty; (2) IRS Form W-8ECI; (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under this Agreement and under any Note or (ii) if the Lender is not a "bank" within the meaning of Section 881(c)(3)(A881(c) of the Code and cannot deliver either Internal Revenue Service Form W-8BEN (with respect to a complete exemption from withholding tax under an income tax treaty) or W-8ECI pursuant to clause (i) aboveCode, (x) a certificate substantially in the form of Exhibit D (any D-1 to the effect that such certificateForeign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a "“10 percent shareholder” of Borrower within the meaning of Section 4.04(b)(ii881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate"”) and that no interest payments in connection with any Credit Documents are effectively connected with such Foreign Lender’s conduct of a U.S. trade or business and (y) two accurate and complete original signed copies of Internal Revenue Service IRS Form W-8BEN or W-8BEN-E; or (with respect 4) to the extent a Foreign Lender is not the beneficial owner (for example, where the Foreign Lender is a partnership or participating Lender), IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit D-2 or Exhibit D-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and not a participating Lender and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exception) (exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit D-4 on behalf of each such direct and indirect partner. Any Foreign Lender shall deliver to Borrower and the Administrative Agent on or successor form) certifying prior to such Lender's entitlement on the date of on which such certificate to Foreign Lender becomes a complete exemption from United States withholding tax with respect to payments of interest to be made Lender under this Agreement (and under any Note. In addition, each Lender agrees that from time to time after thereafter upon the Effective Datereasonable request of Borrower or the Administrative Agent), when two executed original copies of any other form prescribed by applicable law as a lapse basis for claiming exemption from or a reduction in time U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit Borrower or change in circumstances renders the previous Administrative Agent to determine the withholding or deduction required to be made. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any material respect, it will deliver to the shall update such form or certification or promptly notify Borrower and the Administrative Agent in writing of its legal ineligibility to do so. (a) On the Closing Date, the Administrative Agent shall provide Borrower with two new accurate and complete executed original signed copies of Internal Revenue Service IRS Form W-8ECI W-8IMY (or W-8BEN any applicable successor forms) properly completed and duly executed to treat the Administrative Agent as a U.S. person (as described in U.S. Treasury Regulations Section 1.1441-1(e)(3)(v)) or IRS Form W-9. (b) If a payment made to a Lender under any Credit Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to Borrower and Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by Borrower or Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Borrower or Administrative Agent as may be necessary for Borrower and Administrative Agent to comply with their obligations under FATCA, to determine whether such Lender has complied with such Lender’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. (c) In addition, Borrower agrees to timely pay any present or future stamp, documentary, recording, intangible, filing or similar Taxes which arise from any payment made hereunder or under any other Credit Document or from the execution, delivery, filing, performance, enforcement, recordation or registration of, or otherwise with respect to, any Credit Document, except any such Taxes that are imposed with respect to an assignment (other than an assignment made pursuant to Section 2.11(a) at the request of Borrower) if such Tax is imposed as a complete exemption result of a present or former connection of the transferor or transferee with the jurisdiction imposing such Tax (other than connections arising from withholding tax under an income tax treatyhaving 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) (hereinafter referred to as “Other Taxes”). (d) Any Lender claiming any additional amounts payable pursuant to this Section 5.06 agrees to use (at the Credit Parties’ expense) reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Applicable Lending Office if the making of such change would avoid the need for, or in the opinion of such Lender, materially reduce the amount of, any such additional amounts that may thereafter accrue and would not, in the sole judgment of such Lender, be otherwise disadvantageous to such Lender. (e) If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 5.06 (including by the payment of additional amounts pursuant to this Section 5.06), or Form W-8BEN it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the portfolio interest exceptionTaxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) and 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 indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to payments under this Agreement and any Note, or it shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificaterefund). Such Lender indemnifying party, upon the request of such indemnified party, shall not be required repay to deliver any such Form or Certificate indemnified party the amount paid over pursuant to this Section 4.04(bparagraph (g) if such inability results from a change after (plus any penalties, interest or other charges imposed by the Effective Date (or, relevant Governmental Authority) in the case of a Lender event that such indemnified party is not a Lender hereunder on the Effective Date, a change after the date required to repay such Lender became an assignee or a transferee of an interest hereunder) in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereofrefund to such Governmental Authority. Notwithstanding anything to the contrary contained in Section 4.04(athis paragraph (g), but in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to Section 13.04(b) indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the immediately succeeding sentence, (x) the Borrower indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be entitled, construed to the extent it is required require any indemnified party to do so by law, to deduct or withhold income or similar taxes imposed by the United States make available its Tax returns (or any political subdivision or taxing authority thereof or thereinother information relating to its Taxes that it deems confidential) from interest, Fees or other amounts payable hereunder for the account of any Lender 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 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 4.04(a) hereof to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the 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 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 4.04 and except as set forth in Section 13.04(b), the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 4.04(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 change on or after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such Taxes. (c) 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 realized in connection therewith any refund indemnifying party or any reduction of, or credit against, its Tax liabilities in or with respect to the taxable year in which the additional amount is paid (a "Tax Benefit"), such Lender shall pay to the Borrower an amount that the Lender shall, in its sole discretion, determine is equal to the net benefit, after tax, which was obtained by the Lender in such year as a consequence of such Tax Benefit; provided, however, that (i) any Lender may determine, in its sole discretion consistent with the policies of such Lender, whether to seek a Tax Benefit; (ii) any Taxes that are imposed on a Lender as a result of a disallowance or reduction (including through the expiration of any tax credit carryover or carryback of such Lender that otherwise would not have expired) of any Tax Benefit with respect to which such Lender has made a payment to the Borrower pursuant to this Section 4.04(c) shall be treated as a Tax for which the Borrower is obligated to indemnify such Lender pursuant to this Section 4.04 without any exclusions or defenses; and (iii) nothing in this Section 4.04(c) shall require the Lender to disclose any confidential information to the Borrower (including, without limitation, its tax returns)other Person.

Net Payments. (a) All payments made If any payment required to be paid by GRC, either directly or through the Borrower hereunder Collateral Agent pursuant to this Agreement or under any Revolving Note is or will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, subject to any present or future taxeswithholding or similar tax or governmental levy (not including Excluded Taxes), levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed the payment shall be increased (subject to Section 4.04) so that the after-tax amount actually received by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding any tax imposed on or measured by the net income or net profits of a Lender pursuant or an Agent is equal to the laws of the jurisdiction in which it is organized payment specified herein (or in which any Revolving Note) to be paid in the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (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 as may be necessary so that every payment of all amounts due under this Agreement or under any Note, after withholding or deduction for or on account absence of any Taxes, will not be less than the amount provided for herein such tax or in such Notelevy. The Borrower will GRC shall promptly furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax each Lender all receipts evidencing such payment by the Borrower or, if the relevant taxing authority does not issue such receipts, such or other evidence of payment as may be reasonably satisfactory to the Administrative Agent. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse of such Lender upon its written request, for the amount of any Taxes so levied tax or imposed and paid by such Lenderlevy. (ba) Each Lender that which is not a Non-United States Person agrees (to the extent it is permitted to do so under the laws and any applicable double taxation treaties of the United States, the jurisdiction of its incorporation and the jurisdictions in which its Domestic Office and its LIBO Office are located) to execute and deliver to the Facility Agent for delivery to the Collateral Agent and GRC, before the first scheduled payment date in each year, either (i) a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the Borrower and the Administrative Agent on or prior to the Effective Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 1.13 or 13.04 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer) on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or W-8BEN (with respect to a complete exemption from withholding tax under an income tax treaty) (or successor forms) certifying to such Lender's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Note 1001 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 United States Internal Revenue Service Form W-8BEN (4224 together with respect to a complete exemption from withholding tax under an income tax treaty) or W-8ECI pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a "Section 4.04(b)(ii) Certificate") and (y) two accurate and complete original signed copies of United States Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exception) (or successor form) certifying to such Lender's entitlement on the date of such certificate 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 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 Internal Revenue Service Form W-8ECI or W-8BEN (with respect to a complete exemption from withholding tax under an income tax treaty)W-9, or Form W-8BEN (with respect to the portfolio interest exception) any successor forms, as appropriate, properly completed and a Section 4.04(b)(ii) Certificateclaiming complete or partial, 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 withholding and deduction of United States withholding tax with respect Federal taxes. Each Lender which is a Non-United States Person represents and warrants to payments under GRC and to each Agent that, at the date of this Agreement (or the date of the Assignment and any NoteAssumption Agreement by which such Person became a Lender, or it shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate. Such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 4.04(b) if such inability results from a change after the Effective Date (or, in as the case of a Lender that is not a Lender hereunder on the Effective Date, a change after the date such Lender became an assignee or a transferee of an interest hereunder) in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof. Notwithstanding anything to the contrary contained in Section 4.04(amay be), but subject (i) its Domestic Office and its LIBO Office are entitled to Section 13.04(b) receive payments of principal, interest, and fees hereunder and under the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct other Transaction Documents without deduction or withhold income withholding for or similar on account of any taxes imposed by the United States (or any political subdivision or taxing authority thereof or thereinand (ii) from interest, Fees or other amounts payable hereunder for it is permitted to take the account actions described in the preceding sentence under the laws and any applicable double taxation treaties of any the jurisdictions specified in the preceding sentence. Each Lender which is not a Non-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 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 4.04(a) hereof to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the 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) abovePerson further agrees that, to the extent that such Forms do not establish a any form claiming complete or partial exemption from withholding and deduction of such taxes. Notwithstanding anything United States Federal taxes delivered under this paragraph (b) is found to the contrary contained in the preceding sentence be incomplete or elsewhere in this Section 4.04 and except as set forth in Section 13.04(b), the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 4.04(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 change on or after the Effective Date incorrect in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such Taxes. (c) 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 realized in connection therewith any refund or any reduction of, or credit against, its Tax liabilities in or with respect to the taxable year in which the additional amount is paid (a "Tax Benefit")material respect, such Lender shall pay (to the Borrower an amount that extent it is permitted to do so under the Lender shalllaws and any double taxation treaties of the United States, the jurisdiction of its incorporation and the jurisdictions in which its sole discretion, determine is equal Domestic Office and its LIBO Office are located) execute and deliver to the net benefit, after tax, which was obtained by the Lender in such year as Facility Agent a consequence of such Tax Benefit; provided, however, that (i) any Lender may determine, in its sole discretion consistent with the policies of such Lender, whether to seek a Tax Benefit; (ii) any Taxes that are imposed on a Lender as a result of a disallowance or reduction (including through the expiration of any tax credit carryover or carryback of such Lender that otherwise would not have expired) of any Tax Benefit with respect to which such Lender has made a payment to the Borrower pursuant to this Section 4.04(c) shall be treated as a Tax for which the Borrower is obligated to indemnify such Lender pursuant to this Section 4.04 without any exclusions or defenses; complete and (iii) nothing in this Section 4.04(c) shall require the Lender to disclose any confidential information to the Borrower (including, without limitation, its tax returns)correct replacement form.

Net Payments. (a) All payments made by or on behalf of the Borrower hereunder or any Guarantor under this Agreement or under any Note other Loan Document will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b), all 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 Taxes with respect to such payments (but excluding any tax imposed on or measured payments, unless required by the net income or net profits of a Lender pursuant to the laws of the jurisdiction in which it is organized or in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively, as "Taxes")law. If any such Taxes are so levied or imposed, the Borrower agrees applicable withholding agent shall pay, or withhold and remit, to pay the applicable Governmental Authority the full amount of such Taxes, and if the Tax in question is an Indemnified Tax or an Other Tax, the applicable Loan Party shall pay such additional amounts as may be necessary so that every payment of all amounts due that, after any required deductions or withholdings have been made (including any deductions or withholdings attributable to any payments required to be made under this Agreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein Section 5.5) each Lender (or in the case of a payment made to the Administrative Agent for its own account, such NoteAdministrative Agent) receives on the due date a net sum equal to what it would have received had such Indemnified Taxes or Other Taxes not been levied or imposed. The Borrower or Guarantors, if applicable, will furnish to the Administrative Agent within 45 forty-five (45) days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts or other evidence reasonably satisfactory to the Administrative Agent evidencing such payment by the Borrower or, if the relevant taxing authority does not issue such receipts, such other evidence of payment as may be reasonably satisfactory to the Administrative Agentor Guarantor. The Borrower agrees or Guarantors, jointly and severally, agree to indemnify and hold harmless the Administrative Agent and each Lender, and to reimburse such Lender Person upon its written requestrequest within twenty (20) days of demand therefor, for the amount of any Indemnified Taxes or Other Taxes so levied or imposed and paid by such Person (including any Indemnified Taxes or Other Taxes imposed on or attributable to amounts payable under this Section 5.5), whether or not such Taxes were correctly or legally imposed or asserted; provided that if the Administrative Agent or any Lender requests indemnification more than 90 days after the earlier of (1) the date on which the Administrative Agent or the applicable Lender received written demand for payment of the applicable Indemnified Taxes or Other Taxes from the relevant Governmental Authority or (2) the date on which the Administrative Agent or the applicable Lender paid the applicable Indemnified Taxes or Other Taxes, the Administrative Agent or the applicable Lender shall not be indemnified to the extent that such failure or delay results in prejudice to the Borrower or any Guarantor. A certificate setting forth the amount of such payment or liability and the manner in which such amount was determined, prepared in good faith and delivered by the Lender or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. (b) Each Without limiting the generality of Section 5.5(c), each Lender (1) that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal federal income tax purposes (each, a “Foreign Lender”) agrees to deliver to the Borrower and the Administrative Agent on or prior to the Effective Datedate it becomes a party to this Agreement, or in whichever of the case of a Lender that following is an assignee or transferee of an interest under this Agreement pursuant to Section 1.13 or 13.04 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer) on the date of such assignment or transfer to such Lender, applicable: (i) two accurate and complete original signed copies of Internal Revenue Service IRS Form W-8ECI (or successor forms), (ii) two accurate and complete original signed copies of IRS Form W-8BEN (with respect to a complete exemption from withholding tax under an income tax treaty) or W-8BEN-E (or successor forms) certifying claiming eligibility for the benefits of an income tax treaty to such Lender's entitlement as of such date to a complete exemption from which the United States withholding tax with respect to payments to be made is a party, (iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under this Agreement and under any Note Section 871(h) or (ii) if the Lender is not a "bank" within the meaning of Section 881(c)(3)(A881(c) of the Code and cannot deliver either Internal Revenue Service Form W-8BEN (with respect to a complete exemption from withholding tax under an income tax treaty) or W-8ECI pursuant to clause (i) aboveCode, (x) a certificate substantially in the form of Exhibit D L-1 (any such Exhibit L certificate, a "Section 4.04(b)(ii) “Non-Bank Certificate"”) and (y) two accurate and complete original signed copies of Internal Revenue Service IRS Form W-8BEN (with respect to the portfolio interest exception) or W-8BEN-E (or successor form), (iv) certifying to such Lender's entitlement on the date of such certificate 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 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 extent that a Foreign Lender is not the Administrative Agent beneficial owner (for example, where the Foreign Lender is a partnership or a participating Lender), two new accurate and complete original signed copies of Internal Revenue Service IRS Form W-8ECI W-8IMY (or W-8BEN successor form) of the Foreign Lender, accompanied by a Form W-8ECI, Form W-8BEN, W-8BEN-E, a certificate substantially in the form of Exhibit L-2 or Exhibit L-3, IRS Form W-9 or other documents from each beneficial owner, as applicable, that would be required under this Section 5.5(b) if such beneficial owner were a Lender; provided that if the Foreign Lender is a partnership (with respect to and not a complete exemption from withholding tax under an income tax treaty), participating Lender) and one or Form W-8BEN (with respect to more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exceptionexemption, such Foreign Lender may provide a certificate substantially in the form of Exhibit L-4 (in lieu of a certificate substantially in the form of Exhibit L-2 or Exhibit L-3) and a Section 4.04(b)(ii) Certificate, as the case may beon behalf of each such direct or indirect partner(s), and such (v) two accurate and complete original signed copies of any other forms form prescribed by applicable U.S. federal income tax laws (including the Treasury regulations) as may be required in order a basis for claiming complete exemption from, or reduction in, U.S. federal withholding tax on any payments to confirm or establish the entitlement of such Lender to a continued exemption from under any Loan Document or reduction in United States withholding tax with respect to payments under this Agreement and any Note, or it shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate. Such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 4.04(b(2) if such inability results from a change after the Effective Date (or, in the case of a Lender that is not a Lender hereunder on the Effective Date, a change after the date such Lender became an assignee or a transferee of an interest hereunder) in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof. Notwithstanding anything to the contrary contained in Section 4.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees or other amounts payable hereunder for the account of any Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal federal income tax purposes purposes, agrees to the extent that such Lender has not provided deliver to the Borrower U.S. Internal Revenue Service Forms that establish and the Administrative Agent on or prior to the date it becomes a party to this Agreement, two accurate and complete original signed copies of IRS Form W-9 certifying to such Lender’s exemption from such deduction or withholding and (y) the Borrower U.S. federal backup withholding. The Administrative Agent shall not be obligated pursuant to Section 4.04(a) hereof to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided provide to the Borrower two accurate and complete original signed copies of whichever of the Internal Revenue Service Forms required following is applicable: (1) if the Administrative Agent is a United States person (as such term is defined in Section 7701(a)(30) of the Code), IRS Form W-9 certifying to be provided to the Borrower pursuant to this Section 4.04(b) such Administrative Agent’s exemption from U.S. federal backup withholding or (II2) if the Administrative Agent is not a United States person (as such term is defined in Section 7701(a)(30) of the case of a paymentCode), other than interest, (i) IRS Form W-8ECI with respect to a Lender described in clause payments received for its own account and (ii) above, IRS Form W-8IMY (together with all required accompanying documentation) assuming primary responsibility for U.S. federal income tax withholding with respect to payments received by it on behalf of the extent that such Forms do not establish a complete exemption from withholding of such taxesLenders. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 4.04 and except as set forth in Section 13.04(b5.5(b), the Borrower agrees Administrative Agent shall not be required to pay deliver any additional amounts and documentation that such Administrative Agent is not legally eligible to indemnify each Lender in the manner set forth in Section 4.04(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 deliver as a result of any change on or a Change in Tax Law after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in Closing Date. Each Lender authorizes the interpretation thereof, relating Administrative Agent to deliver to the deducting or withholding of Loan Parties and to any successor Administrative Agent any documentation provided by such TaxesLender to the Administrative Agent pursuant to this Section 5.5. (c) If any Lender is entitled to an exemption from or reduction in any applicable withholding Tax with respect to payments under this Agreement or any other Loan Document, then such Lender agrees to deliver to the Borrower(s) and the Administrative Agent, at such times as are reasonably requested by the Borrower pays or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate of withholding. 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 documentation obsolete, expired or inaccurate in any additional amount under this respect (including the IRS forms and certificates described in Section 4.04 5.5(b)), it will deliver to the Borrower(s) and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by the Borrower or the Administrative Agent) or it shall immediately notify the Borrower(s) and the Administrative Agent of its legal ineligibility to deliver any such documentation. Notwithstanding anything to the contrary in Section 5.5(b), (c) or (d), a Lender shall not be required to deliver any documentation that such Lender is not legally eligible to deliver. (d) If a payment made to a Lender and under any Loan Document would be subject to withholding Tax imposed by FATCA if such Lender determines were to fail to comply with the applicable reporting requirements of FATCA (including those contained in its sole discretion that it has actually received Sections 1471(b) or realized in connection therewith any refund or any reduction of1472(b) of the Code, or credit against, its Tax liabilities in or with respect to the taxable year in which the additional amount is paid (a "Tax Benefit"as applicable), such Lender shall pay deliver to the Borrower an amount that and the Lender shall, in its sole discretion, determine is equal to Administrative Agent at the net benefit, after tax, which was obtained time or times prescribed by law and at such time or times reasonably requested by the Lender in Borrower or the Administrative Agent such year as a consequence of such Tax Benefit; provided, however, that (i) any Lender may determine, in its sole discretion consistent with the policies of such Lender, whether to seek a Tax Benefit; (ii) any Taxes that are imposed on a Lender as a result of a disallowance or reduction documentation prescribed by applicable law (including through the expiration of any tax credit carryover or carryback of such Lender that otherwise would not have expiredas prescribed by Section 1471(b)(3)(C)(i) of any Tax Benefit the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with respect their FATCA obligations, to which determine whether such Lender has made a payment or has not complied with such Lender’s FATCA obligations and to determine the Borrower pursuant amount, if any, to deduct and withhold from such payment. For purposes of this Section 4.04(c) 5.5(d), the term “FATCA” shall be treated as a Tax for which the Borrower is obligated to indemnify such Lender pursuant to this Section 4.04 without include any exclusions amendments thereof or defenses; and (iii) nothing in this Section 4.04(c) shall require the Lender to disclose any confidential information to the Borrower (including, without limitation, its tax returns)successor provisions thereto.

Net Payments. (a) All payments made by or on account of any obligation of the Borrower hereunder or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b), all such payments Guarantor 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 Taxes with respect to such payments (but excluding any tax imposed on or measured payments, unless required by the net income or net profits of a Lender pursuant to the laws of the jurisdiction in which it is organized or in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively, as "Taxes")law. If any Taxes are so levied required to be withheld or imposeddeducted, the Borrower or Guarantor, if applicable, agrees to pay the full amount of such TaxesTaxes to the relevant Governmental Authority and, and if such Tax is an Indemnified Tax, such additional amounts to the recipient as may be necessary so that every payment of all amounts due under this Agreement or under any Note, after withholding or deduction for or on account of any Taxes, Loan Document will not be less than the amount provided for herein or in such NoteLoan Document after withholding or deduction for or on account of such Indemnified Taxes (including such deductions and withholdings applicable to additional sums payable under this Section 4.4(a)). The As soon as practicable after any payment of Taxes, but in no event later than 45 days after the date of the payment of any Taxes, the relevant Borrower or Guarantor will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts the receipt issued by the relevant Governmental Authority evidencing such payment by such Borrower or Guarantor, a copy of the Borrower or, if the relevant taxing authority does not issue return reporting such receipts, such payment or other evidence of such payment as may be reasonably satisfactory to the Administrative Agent. The relevant Borrower or Guarantor agrees to indemnify and hold harmless the Administrative Agent and each Lender, and to reimburse such Lender upon its written request, Person for the full amount of any Indemnified Taxes so levied or imposed (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 4.4(a)) and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed by the relevant Governmental Authority and paid by such Person, within 10 days after written demand therefor. A certificate as to the amount of such payment or liability and the reasons therefor in reasonable detail delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. The relevant Borrower or Guarantor shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes. (b) Each Without limiting the generality of Section 4.4(c), each Lender and the Administrative Agent that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal federal income tax purposes purposes, agrees to deliver to the Borrower and the Administrative Agent (or in the case of the Administrative Agent, to the Borrower) on or prior to the Effective Datedate it becomes a party to this Agreement, two accurate, complete and executed originals of Internal Revenue Service Form W‑9 certifying to such Person’s NYDOCS02/1076196.5 30 entitlement to exemption from United States federal backup withholding, unless such Lender demonstrates that it is treated as an exempt recipient under Treasury Regulation Section 1.6049‑4(c)(1)(ii). Each Lender and the Administrative Agent that is not a United States Person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. federal income tax purposes (each, a “Foreign Lender”) agrees to deliver to the Borrower and the Administrative Agent (or in the case of a Lender that is an assignee the Administrative Agent, to deliver to the Borrower) on or transferee of an interest under this Agreement pursuant to Section 1.13 or 13.04 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer) on the date it becomes a party to this Agreement, whichever of such assignment or transfer to such Lender, the following is applicable: (i) two accurate accurate, complete and complete original signed copies executed originals of Internal Revenue Service Form W-8ECI W‑8ECI, or W-8BEN any subsequent versions thereof or successors thereto; (with respect to a ii) two accurate, complete exemption from withholding tax under an income tax treaty) (and executed originals of Internal Revenue Service Form W‑8BEN or successor forms) Form W-8BEN-E or any subsequent versions thereof or successors thereto, certifying to such Lender's Person’s entitlement as of such date to a complete exemption from from, or reduction of, United States withholding tax with respect to payments to be made under this Agreement and under any Note Term Note; (iii) two accurate, complete and executed originals of Internal Revenue Service Form W‑8IMY, or any subsequent versions thereof of successors thereto, and all required supporting documentation; or (iiiv) if in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code: (A) two executed certificates providing that such Foreign Lender is not (1) a "“bank" ” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8BEN Code; (with respect to a complete exemption from withholding tax under an income tax treaty) or W-8ECI pursuant to clause (i) above, (x2) a certificate “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code; or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code, which certificates shall be substantially in the form of Exhibit D F (any such certificate, a "Section 4.04(b)(ii) “Non‑Bank Certificate"”) and (yB) two accurate accurate, complete and complete original signed copies executed originals of Internal Revenue Service Form W-8BEN W‑8BEN or Form W-8BEN-E (with respect to the portfolio interest exceptionexemption) (or successor formany subsequent versions thereof or successors thereto) certifying to such Lender's ’s entitlement on the date as of such certificate date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Term Note. In addition, the Administrative Agent and each Lender agrees that from time to time after the Effective 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 Internal Revenue Service Form W-8ECI W-8ECI, Form W-8BEN or W-8BEN Form W-8BEN-E (with respect to a complete exemption from withholding tax under an the benefits of any income tax treaty), Form W-8BEN or Form W-8BEN W-8BEN-E (with respect to the portfolio interest exceptionexemption) and a Section 4.04(b)(ii) Non-Bank Certificate, or Form W-9, as the case may bebe (or any subsequent versions thereof or successors thereto), and such other forms as may be required in order to confirm or establish the its continued entitlement of such Lender to a continued complete exemption from or reduction in United States State withholding tax or backup withholding with respect to payments under this Agreement and any Term Note, or it shall immediately promptly notify the Borrower and the Administrative NYDOCS02/1076196.5 31 Agent (if applicable) of its inability to deliver any such Form form or Certificate. Such Lender shall not be required to deliver any such Form or Certificate certificate pursuant to this Section 4.04(b) if such inability results from a change after the Effective Date 4.4 (or, in the case of a Lender that is not a Lender hereunder on the Effective Date, a change after the date such Lender became an assignee or a transferee of an interest hereunder) in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof. Notwithstanding anything to the contrary contained in Section 4.04(ab), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or 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 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 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 4.04(a) hereof to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the 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 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 4.04 and except as set forth in Section 13.04(b), the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 4.04(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 change on or after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such Taxes. (c) If any Lender or the Administrative Agent is entitled to an exemption from or reduction in withholding Tax with respect to payments under this Agreement and any Term Note, then such Lender and the Administrative Agent agree to deliver to the Borrower and the Administrative Agent upon request such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate of withholding. (d) If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 4.4(d), FATCA shall include any amendments made to FATCA after the date of this Agreement. (e) If the Borrower or a Guarantor pays any additional amount or makes any indemnity payment under this Section 4.04 4.4 to a Lender or the Administrative Agent and such Lender or the Administrative Agent determines in its sole discretion exercised in good faith that it has actually received or realized in connection therewith any refund of Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower or any reduction of, or credit against, its Tax liabilities in or with respect to the taxable year in which the additional amount is paid Guarantor (a "Tax Benefit"“Refund”), such Lender or the Administrative Agent shall pay to the Borrower an amount that or such Guarantor, as the Lender shallcase may be, in its sole discretion, determine is equal such Refund (but only to the extent of indemnity payments made under this Section 4.4 with respect to Indemnified Taxes and Other Taxes giving rise to such Refund) net benefit, after tax, which was obtained by the Lender of all out of pocket expenses (including taxes) in such year as a consequence respect of such Tax BenefitRefund and without interest; provided, however, that (i) any Lender may determineTaxes, in its sole discretion consistent with the policies of such Lendercosts, whether to seek a Tax Benefit; (ii) any Taxes penalties, interest or other charges that are imposed on a Lender or the Administrative Agent 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 Refund with respect to which such Lender or the Administrative Agent has made a payment to the Borrower or the Guarantor pursuant to this Section 4.04(c4.4(e) (and any interest or penalties imposed thereon) shall be treated as a Tax for which the Borrower or Guarantor, as the case may be, is obligated to indemnify such Lender or the Administrative Agent pursuant to this Section 4.04 4.4 without any exclusions or defenses; and (iiiii) nothing in this Section 4.04(c4.4(e) shall require any Lender or the Lender Administrative Agent to disclose any confidential information to the Borrower or the Guarantor (including, without limitation, its tax returns); (iii) no Lender or the Administrative Agent shall be required to pay any amounts pursuant to this Section 4.4(e) at any time which a Default or Event of Default exists (provided that such amounts shall be credited against amounts otherwise owed under this Agreement by the Borrower or Guarantor); and (iv) notwithstanding anything to the contrary in this Section 4.4(e), in no event will the Lender or Administrative Agent be required to pay any amount to the Borrower or Guarantor the NYDOCS02/1076196.5 32 payment of which would place the Lender or Administrative Agent in a less favorable net after-tax position than the Lender or Administrative Agent would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid.

Net Payments. (a) All payments made by the Borrower hereunder or and under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b5.04(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 like 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 any tax imposed on or measured in whole or in part by the net income or net profits franchise taxes (imposed in lieu of net income taxes) of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively, 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 as may be necessary so that every payment of all amounts due under this Agreement hereunder or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Note. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower or, if the relevant taxing authority does not issue such receipts, such other evidence of payment as may be reasonably satisfactory to the Administrative AgentBorrower. 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 U.S. Federal income tax purposes agrees to deliver to the Borrower and the Administrative Agent on or prior to the Effective DateDate or, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 1.13 2.13 or 13.04 13.04(b) (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer) ), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service IRS Form W-8ECI or Form W-8BEN (with respect to a complete exemption from withholding tax under an income tax treaty) (or successor forms) certifying to such Lender's ’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Note 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 IRS Form W-8ECI or Form W-8BEN (with respect to a complete exemption from withholding tax under an income tax treaty) (or W-8ECI any successor forms) pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a "“Section 4.04(b)(ii5.04(b)(ii) Certificate"”) and (y) two accurate and complete original signed copies of Internal Revenue Service IRS Form W-8BEN (with respect to the portfolio interest exceptionexemption) (or successor form) certifying to such Lender's ’s entitlement on the date as of such certificate 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 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 Internal Revenue Service IRS Form W-8ECI or W-8ECI, Form W-8BEN (with respect to a complete exemption from withholding tax under an the benefits of any income tax treaty), or Form W-8BEN (with respect to the portfolio interest exceptionexemption) and a Section 4.04(b)(ii5.04(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 with respect to payments under this Agreement and any Note, or it such Lender shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate. Such , in which case such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 4.04(b) if such inability results from a change after the Effective Date (or, in the case of a Lender that is not a Lender hereunder on the Effective Date, a change after the date such Lender became an assignee or a transferee of an interest hereunder) in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof5.04(b). Notwithstanding anything to the contrary contained in Section 4.04(a5.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or 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 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 Lender has not provided to the Borrower U.S. Internal Revenue Service IRS Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 4.04(a5.04(a) hereof to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrower the Internal Revenue Service IRS Forms required to be provided to the Borrower pursuant to this Section 4.04(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 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 4.04 and except as set forth in Section 13.04(b)5.04, the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 4.04(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 change on or changes after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such income or similar Taxes. (c) 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 realized in connection therewith any refund or any reduction of, or credit against, its Tax liabilities in or with respect to the taxable year in which the additional amount is paid (a "Tax Benefit"), such Lender shall pay to the Borrower an amount that the Lender shallLender, in its sole discretion, determine is equal determines that it has received or been granted a refund in respect of any Taxes paid as to which indemnification has been paid by the Borrower pursuant to this Section 5.04, it shall promptly remit to the Borrower such refund, net benefit, after tax, which was obtained by of all out-of-pocket costs and expenses of the Lender in such year as a consequence of such Tax BenefitLender; provided, however, that the Borrower agrees to promptly return any such amount to such Lender in the event such Lender is required to repay such refund to the relevant taxing authority (i) plus interest at the rate applicable to underpayments of tax). Nothing contained herein shall impose an obligation on any Lender may determine, in to apply for any such refund or disclose its sole discretion consistent with the policies of such Lender, whether tax returns or any other information regarding its taxes that it deems confidential. No Lender shall be required to seek a Tax Benefit; (ii) pay any Taxes that are imposed on a Lender as a result of a disallowance or reduction (including through the expiration of any tax credit carryover or carryback of such Lender that otherwise would not have expired) of any Tax Benefit with respect to which such Lender has made a payment to the Borrower amounts pursuant to this Section 4.04(c5.04(c) shall be treated as at any time that a Tax for which the Borrower is obligated to indemnify such Lender pursuant to this Section 4.04 without any exclusions Default or defenses; and (iii) nothing in this Section 4.04(c) shall require the Lender to disclose any confidential information to the Borrower (including, without limitation, its tax returns)an Event of Default exists.

Net Payments. (a) (i) All payments made by the Borrower hereunder or Borrowers hereunder, under any Note or any other Credit Document (including, without limitation, the Guaranties and the guaranty to be provided by Genlyte ▇▇▇▇▇▇ as contemplated by Article 12), will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b), all 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 nature, other that Excluded Taxes, now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding any tax imposed on or measured by the net income or net profits of a Lender pursuant to the laws of the jurisdiction in which it is organized or in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto to the taxes, levies imposts, duties, fees, assessments or other charges described in this section 5.4(a)(i) that are not Excluded Taxes (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges that are not Excluded Taxes, and all such interest, penalties or similar liabilities with respect thereto being referred to collectively, collectively as "“Taxes"”). If any Taxes are so levied or imposed, the Borrower agrees Borrowers agree to pay pay, and indemnify each Lender in respect of, the full amount of such Taxes, Taxes and such additional amounts (other than in respect of Excluded Taxes) as may be necessary so that every payment by it of all amounts due hereunder, under this Agreement any Note or under any Noteother Credit Document, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Note. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower or, if the relevant taxing authority does not issue such receipts, Note or in such other evidence of payment as may be reasonably satisfactory to the Administrative Agent. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such LenderCredit Document. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the Borrower and the Administrative Agent on or prior to the Effective Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 1.13 or 13.04 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer) on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or W-8BEN (with respect to a complete exemption from withholding tax under an income tax treaty) (or successor forms) certifying to such Lender's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement 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-8BEN (with respect to a complete exemption from withholding tax under an income tax treaty) or W-8ECI pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a "Section 4.04(b)(ii) Certificate") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exception) (or successor form) certifying to such Lender's entitlement on the date of such certificate 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 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 Internal Revenue Service Form W-8ECI or W-8BEN (with respect to a complete exemption from withholding tax under an income tax treaty), or Form W-8BEN (with respect to the portfolio interest exception) and 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 with respect to payments under this Agreement and any Note, or it shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate. Such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 4.04(b) if such inability results from a change after the Effective Date (or, in the case of a Lender that is not a Lender hereunder on the Effective Date, a change after the date such Lender became an assignee or a transferee of an interest hereunder) in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof. Notwithstanding anything to the contrary contained in Section 4.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees or other amounts payable hereunder for the account of any Lender 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 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 4.04(a) hereof to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the 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 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 4.04 and except as set forth in Section 13.04(b), the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 4.04(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 change on or after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such Taxes. (c) 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 realized in connection therewith any refund or any reduction of, or credit against, its Tax liabilities in or with respect to the taxable year in which the additional amount is paid (a "Tax Benefit"), such Lender shall pay to the Borrower an amount that the Lender shall, in its sole discretion, determine is equal to the net benefit, after tax, which was obtained by the Lender in such year as a consequence of such Tax Benefit; provided, however, that (i) any Lender may determine, in its sole discretion consistent with the policies of such Lender, whether to seek a Tax Benefit; (ii) any Taxes that are imposed on a Lender as a result of a disallowance or reduction (including through the expiration of any tax credit carryover or carryback of such Lender that otherwise would not have expired) of any Tax Benefit with respect to which such Lender has made a payment to the Borrower pursuant to this Section 4.04(c) shall be treated as a Tax for which the Borrower is obligated to indemnify such Lender pursuant to this Section 4.04 without any exclusions or defenses; and (iii) nothing in this Section 4.04(c) shall require the Lender to disclose any confidential information to the Borrower (including, without limitation, its tax returns).

Net Payments. (a) All payments made by the Borrower hereunder or any Credit Party under any Note Credit Document will be made without setoff, counterclaim or other defensedefense (other than payment of such Obligation in cash in accordance with the terms hereof). Except as provided in Section 4.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income or net profits of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively, collectively as "Taxes"). If any Taxes are so levied or imposed, the Borrower and any other Credit Party agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any Noteother Credit Document, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Noteother Credit Document. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower and any other Credit Party jointly and severally agree to reimburse each Lender, upon the written request of such Lender, for taxes imposed on or measured by the net income or net profits of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender, in respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower or, if or the relevant taxing authority does not issue such receipts, such other evidence of payment as may be reasonably satisfactory to the Administrative Agentrespective Credit Party. The Borrower agrees and any other Credit Party jointly and severally agree to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the Borrower and the Administrative Agent on or prior to the Effective DateDate or, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 1.13 or 13.04 13.04(b) (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer) ), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption from withholding tax under an income tax treaty) (or successor forms) certifying to such Lender's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Note 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 from withholding tax under an income tax treaty) (or W-8ECI any successor forms) pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a "Section 4.04(b)(ii) Certificate") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exceptionexemption) (or successor form) certifying to such Lender's entitlement on the date as of such certificate 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 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 Internal Revenue Service Form W-8ECI or W-8ECI, Form W-8BEN (with respect to a complete exemption from withholding tax under an the benefits of any income tax treaty), or Form W-8BEN (with respect to the portfolio interest exceptionexemption) and 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 with respect to payments under this Agreement and any Note, or it such Lender shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate. Such , in which case such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 4.04(b) if such inability results from a change after the Effective Date (or, in the case of a Lender that is not a Lender hereunder on the Effective Date, a change after the date such Lender became an assignee or a transferee of an interest hereunder) in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof). Notwithstanding anything to the contrary contained in Section 4.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees or other amounts payable hereunder for the account of any Lender 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 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 4.04(a) hereof to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the 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 Forms 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 4.04 and except as set forth in Section 13.04(b), the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 4.04(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 change on or changes after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such Taxesincome or similar taxes. (c) 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 realized in connection therewith any refund or any reduction of, or credit against, its Tax liabilities in or with respect to the taxable year in which the additional amount is paid (a "Tax Benefit"), such Lender shall pay to the Borrower an amount that the Lender shall, in its sole discretion, determine is equal to the net benefit, after tax, which was obtained by the Lender in such year as a consequence of such Tax Benefit; provided, however, that (i) any Lender may determine, in its sole discretion consistent with the policies of such Lender, whether to seek a Tax Benefit; (ii) any Taxes that are imposed on a Lender as a result of a disallowance or reduction (including through the expiration of any tax credit carryover or carryback of such Lender that otherwise would not have expired) of any Tax Benefit with respect to which such Lender has made a payment to the Borrower pursuant to this Section 4.04(c) shall be treated as a Tax for which the Borrower is obligated to indemnify such Lender pursuant to this Section 4.04 without any exclusions or defenses; and (iii) nothing in this Section 4.04(c) shall require the Lender to disclose any confidential information to the Borrower (including, without limitation, its tax returns).

Net Payments. (a) All Except as provided in Section 5.06(b), all payments made by the Borrower any Obligor hereunder or under any Note or any Guarantee will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b5.06(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 Taxes now or hereafter imposed by any jurisdiction Governmental Authority or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding any tax imposed on or measured by the net income or net profits of a Lender pursuant to the laws of the jurisdiction in which it is organized or in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or thereinExcluded Tax) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or Taxes (other charges than Excluded Taxes) being referred to collectively, collectively as "Covered Taxes"). If any Covered Taxes are so levied or imposed, the Borrower each Obligor agrees on a joint and several basis to pay the full amount of such Covered Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement Agreement, the Guarantees or under any Note, after withholding or deduction for or on account of any Covered Taxes, will not be less than the amount provided for herein or in such Note. The Borrower Each Obligor will furnish to the Administrative Agent within 45 days after the date the payment of any Covered Taxes is due pursuant to applicable law certified copies of tax receipts or other documentation reasonably satisfactory to such Lender evidencing such payment by the Borrower or, if the relevant taxing authority does not issue such receipts, such other evidence of payment as may be reasonably satisfactory to the Administrative AgentObligor. The Borrower agrees Obligors agree to jointly and severally indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Covered Taxes so levied or imposed and paid by such Lender. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the Borrower and the Administrative Agent on or prior to the Effective Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 1.13 or 13.04 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer) on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or W-8BEN (with respect to a complete exemption from withholding tax under an income tax treaty) (or successor forms) certifying to such Lender's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement 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-8BEN (with respect to a complete exemption from withholding tax under an income tax treaty) or W-8ECI pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a "Section 4.04(b)(ii) Certificate") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exception) (or successor form) certifying to such Lender's entitlement on the date of such certificate 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 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 Internal Revenue Service Form W-8ECI or W-8BEN (with respect to a complete exemption from withholding tax under an income tax treaty), or Form W-8BEN (with respect to the portfolio interest exception) and 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 with respect to payments under this Agreement and any Noteliability (including penalties, or it shall immediately notify the Borrower additions to tax, interest and the Administrative Agent of its inability to deliver any such Form or Certificate. Such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 4.04(bexpenses) if such inability results from a change after the Effective Date (or, in the case of a Lender that is not a Lender hereunder on the Effective Date, a change after the date such Lender became an assignee or a transferee of an interest hereunder) in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof. Notwithstanding anything to the contrary contained in Section 4.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees or other amounts payable hereunder for the account of any Lender 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 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 4.04(a) hereof to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the 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 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 4.04 and except as set forth in Section 13.04(b), the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 4.04(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 change on or after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such Taxes. (c) 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 realized in connection therewith any refund or any reduction of, or credit against, its Tax liabilities in arising therefrom or with respect to the taxable year in which the additional amount is paid (a "Tax Benefit"), such Lender shall pay to the Borrower an amount that the Lender shall, in its sole discretion, determine is equal to the net benefit, after tax, which was obtained by the Lender in such year as a consequence of such Tax Benefit; provided, however, that (i) any Lender may determine, in its sole discretion consistent with the policies of such Lender, whether to seek a Tax Benefit; (ii) any Taxes that are imposed on a Lender as a result of a disallowance or reduction (including through the expiration of any tax credit carryover or carryback of such Lender that otherwise would not have expired) of any Tax Benefit with respect to which such Lender has made a payment to the Borrower pursuant to this Section 4.04(c) shall be treated as a Tax for which the Borrower is obligated to indemnify such Lender pursuant to this Section 4.04 without any exclusions or defenses; and (iii) nothing in this Section 4.04(c) shall require the Lender to disclose any confidential information to the Borrower (including, without limitation, its tax returns)thereto.

Net Payments. (a) All Any and all payments made to the Bank by the Borrower any Applicant hereunder or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b), all such payments will shall be made free and clear of, of and without deduction or withholding forfor any Covered Taxes, unless an Applicant is required to deduct or withhold Covered Taxes. If an Applicant shall be required by law to deduct or withhold any present Covered Taxes from or future taxes, levies, imposts, duties, fees, assessments or other charges in respect of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding any tax imposed on or measured by the net income or net profits of a Lender pursuant sum payable hereunder to the laws of Bank, (i) the jurisdiction in which it is organized or in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (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 sum payable shall be increased as may be necessary so that every payment after making all required deductions or withholdings of all amounts due Covered Taxes (including deductions or withholdings applicable to additional sums payable under this Agreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than Section 7) the Bank receives an amount provided for herein or in such Note. The Borrower will furnish equal to the Administrative Agent within 45 days after sum it would have received had no such deductions or withholdings been required and (ii) such Applicant shall pay the date the payment of any Taxes is due pursuant full amount deducted or withheld to applicable law certified copies of tax receipts evidencing such payment by the Borrower or, if the relevant taxing authority does not issue in accordance with applicable law and shall provide the Bank with the original or a certified copy of the receipt evidencing such receipts, such other evidence of payment as may be reasonably satisfactory to payment. If the Administrative Agent. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount Bank determines in good faith that it has received a refund in respect of any Covered Taxes so levied or imposed and with respect to which any Applicant has 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 U.S. Federal income tax purposes agrees to deliver to the Borrower and the Administrative Agent on or prior to the Effective Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement additional amounts pursuant to this Section 1.13 or 13.04 (unless 7, the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer) on Bank shall promptly after the date of such assignment or transfer receipt pay over the amount of such refund to such Lender, Applicant (i) two accurate and complete original signed copies but only to the extent of Internal Revenue Service Form W-8ECI or W-8BEN (with respect to a complete exemption from withholding tax under an income tax treaty) (or successor forms) certifying to such Lender's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made additional amounts paid by the Applicant under this Agreement 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-8BEN (with respect to a complete exemption from withholding tax under an income tax treaty) or W-8ECI pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a "Section 4.04(b)(ii) Certificate") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (7 with respect to the portfolio interest exception) (or successor form) certifying Covered Taxes giving rise to such Lender's entitlement on the date of such certificate 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 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 Internal Revenue Service Form W-8ECI or W-8BEN (with respect to a complete exemption from withholding tax under an income tax treatyrefund), or Form W-8BEN net of all reasonable expenses of the Bank (with respect including additional Taxes attributable to such refund, as determined in good faith by the portfolio interest exceptionBank) and 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 with respect to payments under this Agreement and any Note, or it shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate. Such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 4.04(b) if such inability results from a change after the Effective Date without interest (or, in the case of a Lender that is not a Lender hereunder on the Effective Date, a change after the date such Lender became an assignee or a transferee of an interest hereunder) in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof. Notwithstanding anything to the contrary contained in Section 4.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees or other amounts payable hereunder for the account of any Lender 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 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 4.04(a) hereof to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the 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, if any, paid by the relevant taxing authority with respect to a Lender described in clause (ii) abovesuch refund). Any Applicant shall, upon demand, repay to the extent that Bank any amount paid over to such Forms do not establish a complete exemption from withholding Applicant by the Bank in the event the Bank is required to repay any portion of such taxesrefund to such taxing authority. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere Nothing in this Section 4.04 and except as set forth in Section 13.04(b), the Borrower agrees 7 shall entitle any Applicant to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 4.04(a) (without regard have access to the identity records 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 change on or after the Effective Date in any applicable lawBank, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such Taxes. (c) 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 realized in connection therewith any refund or any reduction of, or credit against, its Tax liabilities in or with respect to the taxable year in which the additional amount is paid (a "Tax Benefit"), such Lender shall pay to the Borrower an amount that the Lender shall, in its sole discretion, determine is equal to the net benefit, after tax, which was obtained by the Lender in such year as a consequence of such Tax Benefit; provided, however, that (i) any Lender may determine, in its sole discretion consistent with the policies of such Lender, whether to seek a Tax Benefit; (ii) any Taxes that are imposed on a Lender as a result of a disallowance or reduction (including through the expiration of any tax credit carryover or carryback of such Lender that otherwise would not have expired) of any Tax Benefit with respect to which such Lender has made a payment to the Borrower pursuant to this Section 4.04(c) shall be treated as a Tax for which the Borrower is obligated to indemnify such Lender pursuant to this Section 4.04 without any exclusions or defenses; and (iii) nothing in this Section 4.04(c) shall require the Lender to disclose any confidential information to the Borrower (including, without limitation, its tax returns).

Net Payments. (a) All payments to be made by the Borrower hereunder shall be made: (i) without set-off or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 4.04(b), all such payments will be made counterclaim; and (ii) free and clear of, of and without deduction for or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges on account of whatever nature now or hereafter imposed all Taxes unless the Borrower is compelled by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect law to make payment subject to such payments Taxes. (but excluding b) All Taxes in respect of matters relating to or arising out of any tax imposed on Loan Documents and any amounts paid or measured payable thereunder shall be paid by the net income Borrower or, if the Tax is payable pursuant to Part XIII of the INCOME TAX ACT (Canada), a Lender when due and in any event prior to the date on which penalties attach thereto. The Borrower will indemnify each Lender in respect of all such Taxes. In addition, if any Taxes or net profits of amounts in respect thereof must be: (i) deducted or withheld from any amounts payable or paid by the Borrower hereunder; or (ii) paid by a Lender pursuant to the laws Part XIII of the jurisdiction in which it is organized or in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto INCOME TAX ACT (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively, as "Taxes"Canada). If any Taxes are so levied or imposed, ; then the Borrower agrees to shall pay the full amount of such Taxes, and such additional amounts as may be necessary so to ensure that every payment after all required deductions, withholdings or payments (including deductions, withholdings and payments resulting from any additional amounts required to be paid by reason of all amounts due under this Agreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the Section 12.2(b)) each Lender receives a net amount provided for herein or in such Note. The Borrower will furnish equal to the Administrative Agent within 45 days after the date the full amount which it would have received had payment of any Taxes is due pursuant not been made subject to applicable law certified copies of tax receipts evidencing such payment Tax. Any amount required to be paid by the Borrower or, if the relevant taxing authority does not issue such receipts, such other evidence of payment as may be reasonably satisfactory to the Administrative Agent. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the Borrower and the Administrative Agent on or prior to the Effective Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 1.13 or 13.04 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer) on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or W-8BEN (with respect to a complete exemption from withholding tax under an income tax treaty) (or successor forms) certifying to such Lender's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement 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-8BEN (with respect to a complete exemption from withholding tax under an income tax treaty) or W-8ECI pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit D (any such certificate, a "Section 4.04(b)(ii) Certificate") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exception) (or successor form) certifying to such Lender's entitlement on the date of such certificate 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 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 Internal Revenue Service Form W-8ECI or W-8BEN (with respect to a complete exemption from withholding tax under an income tax treaty), or Form W-8BEN (with respect to the portfolio interest exception) and 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 with respect to payments under this Agreement and any Note, or it shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate. Such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 4.04(b) if such inability results from a change after the Effective Date (or, in the case of a Lender that is not a Lender hereunder on the Effective Date, a change after the date such Lender became an assignee or a transferee of an interest hereunder) in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof. Notwithstanding anything to the contrary contained in Section 4.04(a), but subject to Section 13.04(b) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees or other amounts payable hereunder for the account of any Lender 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 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 4.04(a) hereof to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the 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 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 4.04 and except as set forth in Section 13.04(b), the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 4.04(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 change on or after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such Taxes. (c) 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 realized in connection therewith any refund or any reduction of, or credit against, its Tax liabilities in or with respect to the taxable year in which the additional amount is paid (a "Tax Benefit"), such Lender shall pay to the Borrower an amount that the Lender shall, in its sole discretion, determine is equal to the net benefit, after tax, which was obtained by the Lender in such year as a consequence of such Tax Benefit; provided, however, that (i) any Lender may determine, in its sole discretion consistent with the policies of such Lender, whether to seek a Tax Benefit; (ii) any Taxes that are imposed on a Lender as a result of a disallowance or reduction (including through the expiration of any tax credit carryover or carryback of such Lender that otherwise would not have expired) of any Tax Benefit with respect to which such Lender has made a payment to the Borrower pursuant to this Section 4.04(c) shall be treated as a Tax for which the Borrower is obligated to indemnify such Lender pursuant to this Section 4.04 without any exclusions or defenses; and (iii) nothing in this Section 4.04(c12.2(b) shall require be paid within five Business Days of receipt of the Lender notice given pursuant to disclose any confidential information to the Borrower paragraph (including, without limitation, its tax returns)d) below.