Common use of No Deductions Clause in Contracts

No Deductions. Any and all payments or reimbursements made hereunder shall be made free and clear of and without deduction for any and all taxes, levies, imposts, deductions, charges or with the Borrower, and all liabilities with respect thereto (all such taxes, levies, imposts, deductions, charges or with the Borrower and all liabilities with respect thereto referred to herein as “Tax Liabilities”; excluding, however, (i) Taxes imposed on or measured by the net income (however denominated), franchise and branch profits Taxes of any Purchaser or Agent by the jurisdiction under the laws of which Agent or such Purchaser is organized or doing business or any political subdivision thereof, (ii) Taxes imposed on or measured by the net income (however denominated), franchise and branch profits Taxes of any Purchaser or Agent by the jurisdiction of such Purchaser’s or Agent’s applicable lending office (or relevant office for receiving payments from or on account of the Borrower or making funds available to or for the benefit of the Borrower) or any political subdivision, (iii) U.S. federal withholding Taxes that are (or would be) required to be withheld on amounts payable to or for the account of any Purchaser or Agent pursuant to a law in effect on the date on which (A) such Purchaser acquires an interest in the Notes or such Agent becomes Agent or (B) such Purchaser changes its office for receiving payments by or on account of the Borrower or making funds available to or for the benefit of the Borrower, except in each case to the extent that, pursuant to Section 2.7, amounts with respect to such Taxes were payable either to such Agent or Purchaser’s predecessor immediately before such Purchaser or Agent became a party hereto or to such Agent or Purchaser immediately before it changed its office for receiving payments by or on account of the Borrower or making funds available to or for the benefit of the Borrower, (iv) Taxes attributable to such recipient’s failure to comply with Section 2.7, (v) U.S. backup withholding Taxes, (vi) Taxes imposed under FATCA on any Purchaser or Agent, (vii) Taxes imposed by a jurisdiction as a result of any connection between the recipient and such jurisdiction other than any connection arising solely from (and that would not have existed but for) executing, delivering, being a party to, engaging in any transactions pursuant to, performing its obligations under or enforcing any Note Document, (viii) Taxes resulting from the gross negligence or willful misconduct of the Purchaser or Agent as determined by a court of competent jurisdiction in a final non-appealable judgment and (ix) penalties, interest and additions to Tax relating to any of the foregoing (all Taxes included in clauses (i) through (ix), the “Excluded Taxes”, and together with the Tax Liabilities, the “Taxes”)) unless the applicable withholding agent is compelled by law to make payment subject to such Tax Liabilities. If any applicable withholding agent shall be required by law to deduct any such Tax Liabilities from or in respect of any sum payable hereunder to Agent or any Purchaser, then the sum payable hereunder shall be increased as may be necessary so that, after making all required deductions, Agent or such Purchaser receives an amount equal to the sum it would have received had no such deductions been made.

No Deductions. 2.12.1. Any and all payments or reimbursements made hereunder shall be made free and clear of and without deduction for any and all taxes, levies, imposts, deductions, charges or with the Borrowerwithholdings, and all liabilities with respect thereto thereto; excluding, however, the following: taxes imposed on the income of Agent or any Lender or franchise taxes by the jurisdiction under the laws of which Agent or any Lender is organized or doing business or any political subdivision thereof and taxes imposed on its income by the jurisdiction of Agent’s or such Lender’s applicable lending office or any political subdivision thereof or franchise taxes (all such taxes, levies, imposts, deductions, charges or with the Borrower withholdings and all liabilities with respect thereto referred to herein as but excluding such taxes imposed on net income, “Tax Liabilities”; excluding, however, (i) Taxes imposed on or measured by the net income (however denominated), franchise and branch profits Taxes of any Purchaser or Agent by the jurisdiction under the laws of which Agent or such Purchaser is organized or doing business or any political subdivision thereof, (ii) Taxes imposed on or measured by the net income (however denominated), franchise and branch profits Taxes of any Purchaser or Agent by the jurisdiction of such Purchaser’s or Agent’s applicable lending office (or relevant office for receiving payments from or on account of the Borrower or making funds available to or for the benefit of the Borrower) or any political subdivision, (iii) U.S. federal withholding Taxes that are (or would be) required to be withheld on amounts payable to or for the account of any Purchaser or Agent pursuant to a law in effect on the date on which (A) such Purchaser acquires an interest in the Notes or such Agent becomes Agent or (B) such Purchaser changes its office for receiving payments by or on account of the Borrower or making funds available to or for the benefit of the Borrower, except in each case to the extent that, pursuant to Section 2.7, amounts with respect to such Taxes were payable either to such Agent or Purchaser’s predecessor immediately before such Purchaser or Agent became a party hereto or to such Agent or Purchaser immediately before it changed its office for receiving payments by or on account of the Borrower or making funds available to or for the benefit of the Borrower, (iv) Taxes attributable to such recipient’s failure to comply with Section 2.7, (v) U.S. backup withholding Taxes, (vi) Taxes imposed under FATCA on any Purchaser or Agent, (vii) Taxes imposed by a jurisdiction as a result of any connection between the recipient and such jurisdiction other than any connection arising solely from (and that would not have existed but for) executing, delivering, being a party to, engaging in any transactions pursuant to, performing its obligations under or enforcing any Note Document, (viii) Taxes resulting from the gross negligence or willful misconduct of the Purchaser or Agent as determined by a court of competent jurisdiction in a final non-appealable judgment and (ix) penalties, interest and additions to Tax relating to any of the foregoing (all Taxes included in clauses (i) through (ix), the “Excluded Taxes”, and together with the Tax Liabilities, the “Taxes”)) unless the applicable withholding agent is compelled by law to make payment subject to such Tax Liabilities. If any applicable withholding agent Borrower shall be required by law to deduct any such Tax Liabilities from or in respect of any sum payable hereunder to Agent or any PurchaserLender, then the sum payable hereunder by Borrowers shall be increased as may be necessary so that, after making all required deductionsdeductions are made, Agent or such Purchaser Lender receives an amount equal to the sum it would have received had no such deductions been made. 2.12.2. Each Lender that is organized in a jurisdiction outside the United States hereby agrees that it shall, no later than the Closing Date or, if later, the date on which such Lender became a party hereto (and from time to time thereafter, upon reasonable request of Borrowers or Agent), (i) furnish to Borrowers and Agent two accurate, complete and signed copies of either United States Internal Revenue Service Form W-8BEN or United States Internal Revenue Service Form W-8ECI (on which such Lender claims entitlement to complete exemption from United States federal withholding tax on all interest payments hereunder) and (ii) to the extent that such Lender is legally able to do so, provide Borrowers and Agent a new Form W-8BEN or Form W-8ECI upon the obsolescence of any previously delivered form, duly executed and completed by such Lender, and comply with all applicable United States laws and regulations as in effect from time to time with regard to such withholding tax exemption. Notwithstanding anything to the contrary in this Section 2.12, for the avoidance of doubt, (A) Borrowers shall be entitled, to the extent they are required to do so by law, to deduct or withhold Taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from any amounts payable hereunder to any Lender that is not a United States person (as defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended) to the extent the Lender has not provided to Borrowers the United States Internal Revenue Service forms described above, and (B) after the date a Lender becomes a party hereto, Borrowers shall have no obligation to make additional payments under this Section 2.12 to any Lender organized outside the United States if the Lender has not provided such forms to the Borrower.

No Deductions. Any and all payments or reimbursements made hereunder or under the Notes shall be made free and clear of and without deduction for any and all taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, provided, however, that Borrower shall not be required to make any additional payment pursuant to this Subsection 1.13 for or on account of (all of the Borrowerfollowing in clauses (i) and (ii), “Excluded Taxes”) (i) taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto (all a) which are payable other than by withholding from payments or reimbursements made hereunder or under the Notes, (b) which are imposed on the payments to, or revenues, income or net income of, a Lender by its jurisdiction of incorporation or by the federal, state, local or foreign taxing authorities in the jurisdiction in which the principal place of business of such Lender is located or in which such Lender has or had a connection (other than a connection arising solely as a result of such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Loan Document), or by any jurisdiction or taxing authority thereof or therein or (c) which would not have been imposed but for the failure of the Lender to comply with certification, information or other reporting requirements concerning the nationality, residence, identity or connection with the United States of the Lender if such compliance is necessary by statute or by regulation of the United States Treasury Department as a precondition to relief or exemption from such taxes, levies, imposts, deductions, charges or with the Borrower withholdings, and all liabilities with respect thereto referred thereto, or (ii) in the case of a Lender that is organized under the laws of a jurisdiction other than the United States (a “Foreign Lender”), any withholding tax that is imposed on amounts payable to herein as such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new lending office), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to this Subsection 1.13 (all such non-excluded taxes, levies, imposts, deductions or withholdings, and all liabilities with respect thereto, collectively, “Tax Liabilities”; excluding, however, (i) Taxes imposed on or measured by the net income (however denominated), franchise and branch profits Taxes of any Purchaser or Agent by the jurisdiction under the laws of which Agent or such Purchaser is organized or doing business or any political subdivision thereof, (ii) Taxes imposed on or measured by the net income (however denominated), franchise and branch profits Taxes of any Purchaser or Agent by the jurisdiction of such Purchaser’s or Agent’s applicable lending office (or relevant office for receiving payments from or on account of the Borrower or making funds available to or for the benefit of the Borrower) or any political subdivision, (iii) U.S. federal withholding Taxes that are (or would be) required to be withheld on amounts payable to or for the account of any Purchaser or Agent pursuant to a law in effect on the date on which (A) such Purchaser acquires an interest in the Notes or such Agent becomes Agent or (B) such Purchaser changes its office for receiving payments by or on account of the Borrower or making funds available to or for the benefit of the Borrower, except in each case to the extent that, pursuant to Section 2.7, amounts with respect to such Taxes were payable either to such Agent or Purchaser’s predecessor immediately before such Purchaser or Agent became a party hereto or to such Agent or Purchaser immediately before it changed its office for receiving payments by or on account of the Borrower or making funds available to or for the benefit of the Borrower, (iv) Taxes attributable to such recipient’s failure to comply with Section 2.7, (v) U.S. backup withholding Taxes, (vi) Taxes imposed under FATCA on any Purchaser or Agent, (vii) Taxes imposed by a jurisdiction as a result of any connection between the recipient and such jurisdiction other than any connection arising solely from (and that would not have existed but for) executing, delivering, being a party to, engaging in any transactions pursuant to, performing its obligations under or enforcing any Note Document, (viii) Taxes resulting from the gross negligence or willful misconduct of the Purchaser or Agent as determined by a court of competent jurisdiction in a final non-appealable judgment and (ix) penalties, interest and additions to Tax relating to any of the foregoing (all Taxes included in clauses (i) through (ix), the “Excluded Taxes”, and together with the Tax Liabilities, the “Taxes”)) unless the applicable withholding agent is compelled by law to make payment subject to such Tax Liabilities. If any applicable withholding agent Borrower shall be required by law to deduct any such Tax Liabilities from or in respect of any sum payable hereunder to Agent or any PurchaserLender, then the sum payable hereunder shall be increased as may be necessary so that, after making all required deductions, Agent or such Purchaser Lender receives an amount equal to the sum it would have received had no such deductions been made.

No Deductions. Any and all payments by the Borrower to or reimbursements made for the account of any Lender or the Administrative Agent hereunder or under any other Credit Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges or with the Borrowerwithholdings, and all liabilities with respect thereto (all such taxesthereto, levies, imposts, deductions, charges or with the Borrower and all liabilities with respect thereto referred to herein as “Tax Liabilities”; excluding, howeverin the case of each Lender and the Administrative Agent, (i) Taxes taxes imposed on or measured by the its net income (however denominated)income, and franchise and branch profits Taxes taxes imposed in lieu of any Purchaser or Agent a tax on net income, by the jurisdiction under the laws of which such Lender (or its Applicable Lending Office) or the Administrative Agent or such Purchaser (as the case may be) is organized or doing business maintained or any political subdivision thereofthereof (all such non-excluded taxes, (ii) Taxes imposed on or measured by the net income (however denominatedduties, levies, imposts, deductions, charges, withholdings, and liabilities being hereinafter referred to as "Taxes"), franchise and branch profits Taxes of any Purchaser or Agent by the jurisdiction of such Purchaser’s or Agent’s applicable lending office (or relevant office for receiving payments from or on account of . If the Borrower or making funds available to or for the benefit of the Borrower) or any political subdivision, (iii) U.S. federal withholding Taxes that are (or would be) required to be withheld on amounts payable to or for the account of any Purchaser or Agent pursuant to a law in effect on the date on which (A) such Purchaser acquires an interest in the Notes or such Agent becomes Agent or (B) such Purchaser changes its office for receiving payments by or on account of the Borrower or making funds available to or for the benefit of the Borrower, except in each case to the extent that, pursuant to Section 2.7, amounts with respect to such Taxes were payable either to such Agent or Purchaser’s predecessor immediately before such Purchaser or Agent became a party hereto or to such Agent or Purchaser immediately before it changed its office for receiving payments by or on account of the Borrower or making funds available to or for the benefit of the Borrower, (iv) Taxes attributable to such recipient’s failure to comply with Section 2.7, (v) U.S. backup withholding Taxes, (vi) Taxes imposed under FATCA on any Purchaser or Agent, (vii) Taxes imposed by a jurisdiction as a result of any connection between the recipient and such jurisdiction other than any connection arising solely from (and that would not have existed but for) executing, delivering, being a party to, engaging in any transactions pursuant to, performing its obligations under or enforcing any Note Document, (viii) Taxes resulting from the gross negligence or willful misconduct of the Purchaser or Agent as determined by a court of competent jurisdiction in a final non-appealable judgment and (ix) penalties, interest and additions to Tax relating to any of the foregoing (all Taxes included in clauses (i) through (ix), the “Excluded Taxes”, and together with the Tax Liabilities, the “Taxes”)) unless the applicable withholding agent is compelled by law to make payment subject to such Tax Liabilities. If any applicable withholding agent shall be required by law to deduct or withhold any such Tax Liabilities Taxes from or in respect of any sum payable hereunder to Agent under this Agreement or any Purchaserother Credit Document to any Lender or the Administrative Agent, then (i) except as provided in Section 4.6(e), the sum payable hereunder shall be increased as may be necessary so that, that after making all required deductions, deductions or withholdings for or on account of Taxes (including deductions or withholdings for or on account of Taxes applicable to additional sums payable under this Section 4.6) such Lender or the Administrative Agent or such Purchaser receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions or withholdings, (iii) the Borrower shall pay the full amount deducted or withheld to the relevant taxation authority or other Governmental Authority in accordance with applicable law, and (iv) within thirty (30) days after the date of any payment of Taxes, the Borrower shall furnish to the Administrative Agent, at its address referred to in Section 12.1, the original or a certified copy of a receipt evidencing payment thereof.

No Deductions. Any Subject to the immediately succeeding sentences and Section 1.12(e) below, any and all payments or reimbursements made hereunder hereunder, under the Notes or under any other Loan Document shall be made free and clear of and without deduction for any and all Charges, taxes, levies, imposts, deductions, charges deductions or with the Borrowerwithholdings, and all liabilities with respect thereto (all of any nature whatsoever imposed by any taxing authority, excluding such Charges, taxes, levies, imposts, deductions, charges deductions or with withholdings to the Borrower and all liabilities with respect thereto referred to herein as “Tax Liabilities”; excluding, however, (i) Taxes extent imposed on Agent’s or measured by the a Lender’s net income (however denominated)including franchise taxes, franchise capital taxes, minimum taxes and branch profits Taxes other taxes imposed in lieu of any Purchaser or Agent net income taxes) by the jurisdiction under the laws of in which Agent or such Purchaser Lender is organized or doing is engaged in business (including the jurisdiction in which a lending office is located) or any political subdivision thereofother charges, (ii) Taxes taxes, levies, imposts, deductions or withholdings imposed on or measured by the net income (however denominated), franchise and branch profits Taxes of any Purchaser or Agent by the jurisdiction of such Purchaser’s or Agent’s applicable lending office (or relevant office for receiving payments from or on account of the Borrower or making funds available to or for the benefit of the Borrower) or any political subdivision, (iii) U.S. federal withholding Taxes that are (or would be) required to be withheld on amounts payable to or for the account of any Purchaser or Agent pursuant to a law in effect on the date on which (A) such Purchaser acquires an interest in the Notes or such Agent becomes Agent or (B) such Purchaser changes its office for receiving payments by or on account of the Borrower or making funds available to or for the benefit of the Borrower, except in each case to the extent that, pursuant to Section 2.7, amounts with respect to such Taxes were payable either to such Agent or Purchaser’s predecessor immediately before such Purchaser or Agent became a party hereto or to such Agent or Purchaser immediately before it changed its office for receiving payments by or on account of the Borrower or making funds available to or for the benefit of the Borrower, (iv) Taxes attributable to such recipient’s failure to comply with Section 2.7, (v) U.S. backup withholding Taxes, (vi) Taxes imposed under FATCA on any Purchaser or Agent, (vii) Taxes imposed by a jurisdiction Lender as a result of any a present connection between the recipient Lender or Agent and such the jurisdiction of a taxing authority (other than any connection arising solely from having executed, delivered or performed its obligation or received any payments hereunder or any other Loan Document) (and that would not have existed but for) executing, delivering, being a party to, engaging in any transactions pursuant to, performing its obligations under or enforcing any Note Document, (viii) Taxes resulting from the gross negligence or willful misconduct of the Purchaser or Agent as determined by a court of competent jurisdiction in a final non-appealable judgment and (ix) penalties, interest and additions to Tax relating to any of the foregoing (all Taxes included in clauses (i) through (ix), the “Excluded Taxes”). Except as otherwise provided in this Section 1.12, and together with the Tax Liabilities, the “Taxes”)) unless the applicable withholding agent is compelled by law to make payment subject to such Tax Liabilities. If if any applicable withholding agent Credit Party shall be required by current or future law to deduct any such Tax Liabilities amounts from or in respect of any sum payable hereunder or under any other Loan Document to Agent any Lender or any PurchaserAgent, then the sum payable hereunder shall be increased as may be necessary so that, after making all required deductions, such Lender or Agent or such Purchaser receives an amount equal to the sum it would have received had no such deductions been made. All required deductions shall be complied with and paid over to the relevant taxing authority or other Governmental Authority in accordance with applicable law. Notwithstanding anything to the contrary, no Credit Party shall have any obligation to increase the sum payable hereunder or under any other Loan Document (or pay additional amounts) pursuant to this Section 1.12(a) with respect to any taxes, deductions or withholdings that are in effect and would apply to a payment hereunder or under any other Loan Document made to any Lender that are (i) required by any applicable law in effect when such Person became a Lender or (ii) applicable after such Lender changes its applicable lending office to an office outside the United States as of the date of such change of the applicable lending office.

No Deductions. Any and all payments or reimbursements made hereunder or under any other Loan Document shall be made free and clear of and without deduction for for, and Borrower agrees to indemnify Agent and each Lender against, any and all Charges, taxes, levies, imposts, deductions, charges deductions or with the Borrowerwithholdings, and all liabilities with respect thereto (all such taxesof any nature whatsoever imposed by any taxing authority, levies, imposts, deductions, charges or with the Borrower and all liabilities with respect thereto referred to herein as “Tax Liabilities”; excluding, however, excluding (i) Taxes such taxes to the extent imposed on Agent’s or measured by the a Lender’s net income (however denominated), including franchise and branch profits Taxes taxes in lieu of any Purchaser net income taxes) by the United States or Agent by the jurisdiction under the laws of in which Agent or such Purchaser Lender is organized or doing business has its principal lending office or any political subdivision thereofits applicable lending office, (ii) Taxes any branch profits taxes imposed on or measured by the net income (however denominated), franchise and branch profits Taxes of United States or any Purchaser similar tax imposed by any other jurisdiction in which Agent or Agent by the jurisdiction of such Purchaser’s any Lender is organized or Agent’s has its principal lending office or its applicable lending office (or relevant office for receiving payments from or on account of the Borrower or making funds available to or for the benefit of the Borrower) or any political subdivisionoffice, (iii) U.S. federal withholding Taxes taxes that are (directly attributable to the failure by Agent or would be) any Lender to deliver the documentation required to be withheld on amounts payable to or for the account of any Purchaser or Agent delivered pursuant to a law in effect Section 1.9(c) or (d), (iv) withholding taxes to the extent that the obligation to withhold amounts existed on the date on which (A) that such Purchaser acquires an interest Person became a “Lender” under this Agreement in the Notes or capacity under which such Agent becomes Agent or (B) such Purchaser changes its office for receiving payments by or on account of the Borrower or making funds available to or for the benefit of the BorrowerPerson makes a claim under Section 1.9, except in each case to the extent thatsuch Person is a direct or indirect assignee of any other Lender that was entitled, pursuant to Section 2.7, amounts with respect at the time the assignment to such Taxes were payable either Person became effective, to such Agent or Purchaser’s predecessor immediately before such Purchaser or Agent became a party hereto or to such Agent or Purchaser immediately before it changed its office for receiving payments by or on account of the Borrower or making funds available to or for the benefit of the Borrowerreceive additional amounts under Section 1.9, (iv) Taxes attributable to such recipient’s failure to comply with Section 2.7, and (v) U.S. backup any United States federal withholding Taxes, (vi) Taxes imposed taxes under FATCA on any Purchaser or Agent(such excluded amounts, (vii) Taxes imposed by a jurisdiction as a result of any connection between the recipient and such jurisdiction other than any connection arising solely from (and that would not have existed but for) executingcollectively, delivering, being a party to, engaging in any transactions pursuant to, performing its obligations under or enforcing any Note Document, (viii) Taxes resulting from the gross negligence or willful misconduct of the Purchaser or Agent as determined by a court of competent jurisdiction in a final non-appealable judgment and (ix) penalties, interest and additions to Tax relating to any of the foregoing (all Taxes included in clauses (i) through (ix), the “Excluded Taxes”,” and all non-excluded amounts described in this sentence, and together with the Tax Liabilities, the collectively “Taxes”)) unless the applicable withholding agent is compelled by law to make payment subject to such Tax Liabilities. If any applicable withholding agent Borrower shall be required by law to deduct any such Tax Liabilities amounts from or in respect of any sum payable hereunder to Agent any Lender or any PurchaserAgent, then the sum payable hereunder shall be increased as may be necessary so that, after making all required deductions, such Lender or Agent or such Purchaser receives an amount equal to the sum it would have received had no such deductions been made. In addition, Borrower agrees to pay, and authorizes Agent to pay in its name, any stamp, documentary, excise or property tax, charges or similar levies imposed by any applicable requirement of law or Governmental Authority and all liabilities with respect thereto (including by reason of any delay in payment thereof), in each case arising from the execution, delivery or registration of, or otherwise with respect to, any Loan Document or any transaction contemplated therein (collectively, “Other Taxes”). Within 30 days after the date of any payment of Taxes or Other Taxes by any Credit Party, Borrower shall furnish to Agent, at its address referred to in Section 9.3, the original or a certified copy of a receipt evidencing payment thereof.

No Deductions. (i) Any and all payments or reimbursements made hereunder or under the Loan Documents shall be made free and clear of and without deduction for any and all taxes, levies, imposts, deductions, charges or with the Borrowerwithholdings, and all liabilities with respect thereto thereto; excluding, however, the following: taxes imposed on the net income of any Agent or any Lender by the jurisdiction under the laws of which any Agent or any Lender is organized or doing business or any political subdivision thereof and taxes imposed on its net income by the jurisdiction of such Agent’s or such Lender’s applicable lending office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges or with the Borrower withholdings and all liabilities with respect thereto referred to thereto, herein as “Tax Liabilities”; excluding, however, (i) Taxes imposed on or measured by the net income (however denominated), franchise and branch profits Taxes of any Purchaser or Agent by the jurisdiction under the laws of which Agent or such Purchaser is organized or doing business . If either Borrower or any political subdivision thereof, (ii) Taxes imposed on or measured by the net income (however denominated), franchise and branch profits Taxes of any Purchaser or Agent by the jurisdiction of such Purchaser’s or Agent’s applicable lending office (or relevant office for receiving payments from or on account of the Borrower or making funds available to or for the benefit of the Borrower) or any political subdivision, (iii) U.S. federal withholding Taxes that are (or would be) required to be withheld on amounts payable to or for the account of any Purchaser or Agent pursuant to a law in effect on the date on which (A) such Purchaser acquires an interest in the Notes or such Agent becomes Agent or (B) such Purchaser changes its office for receiving payments by or on account of the Borrower or making funds available to or for the benefit of the Borrower, except in each case to the extent that, pursuant to Section 2.7, amounts with respect to such Taxes were payable either to such Agent or Purchaser’s predecessor immediately before such Purchaser or Agent became a party hereto or to such Agent or Purchaser immediately before it changed its office for receiving payments by or on account of the Borrower or making funds available to or for the benefit of the Borrower, (iv) Taxes attributable to such recipient’s failure to comply with Section 2.7, (v) U.S. backup withholding Taxes, (vi) Taxes imposed under FATCA on any Purchaser or Agent, (vii) Taxes imposed by a jurisdiction as a result of any connection between the recipient and such jurisdiction other than any connection arising solely from (and that would not have existed but for) executing, delivering, being a party to, engaging in any transactions pursuant to, performing its obligations under or enforcing any Note Document, (viii) Taxes resulting from the gross negligence or willful misconduct of the Purchaser or Agent as determined by a court of competent jurisdiction in a final non-appealable judgment and (ix) penalties, interest and additions to Tax relating to any of the foregoing (all Taxes included in clauses (i) through (ix), the “Excluded Taxes”, and together with the Tax Liabilities, the “Taxes”)) unless the applicable withholding agent is compelled by law to make payment subject to such Tax Liabilities. If any applicable withholding agent Guarantor shall be required by law or the administration thereof to deduct any such Tax Liabilities from or in respect of any sum payable hereunder to any Agent or any PurchaserLender, then the sum payable hereunder shall be increased as may be necessary so that, after making all required deductionsdeductions are made, such Agent or such Purchaser Lender receives an amount equal to the sum it would have received had no such deductions been made. Whenever any Tax Liabilities are deducted by either Borrower or any Guarantor, as soon as practicable thereafter, such Borrower or Guarantor shall send to Administrative Agent for its own account or for the account of the applicable other Agent, or Lender, a certified copy of an official receipt received by the applicable Borrower or Guarantor showing payment thereof or other evidence of such payment reasonably satisfactory to Administrative Agent. If either Borrower or a Guarantor fails to pay any Tax Liabilities when due to the appropriate taxing authority, the applicable Borrower or Guarantor shall indemnify the applicable Agents and Lenders for any incremental taxes, interest or penalties that may become payable by such Agents or Lenders as a result of any such failure. The covenants in this Section 2.12(i) shall survive the termination of this Agreement and payment of the Obligations. (ii) Where, in respect of a particular Tax Liability for which a Borrower has made an increased payment or paid a compensating sum under subsection 2.12(i), a Lender or Agent has received or realized a refund of, credit against, or other reduction in taxes paid or otherwise payable by it (any of the foregoing being a “saving”) which, in such Lender’s or Agent’s opinion, is reasonably identifiable and quantifiable by it without involving it in an unacceptable administrative burden, the applicable Lender or Agent shall provide notice of such saving to the applicable Borrower and pay to the applicable Borrower (to the extent the applicable Lender or Agent can do so without prejudicing the amount of such saving and its right to obtain any other (1) if the applicable Lender or Agent has made a payment to a Borrower pursuant to this subsection 2.12(ii) on account of a saving and later receives a lesser saving or loses or is denied such saving, the applicable Borrower shall pay on written demand to the applicable Lender or Agent such sum as the Lender or Agent determines as being necessary to restore the after-tax position of the applicable Lender or Agent to that which it would have been had no adjustment under this subsection 2.12(ii) been necessary; (2) the applicable Lender or Agent shall not be obliged to make any payment under this subsection 2.12(ii) if, by doing so, it would contravene the terms of any applicable law; (3) if a Default or Event of Default has occurred and is continuing, the applicable Lender or Agent shall not be obliged to make any payment under this subsection 2.12(ii) until such Default or Event of Default has been remedied; and (4) nothing herein shall interfere with the right of any Lender or Agent to arrange its affairs in whatever manner it thinks fit and, in particular, no Lender or Agent shall be under any obligation to claim any relief in respect of a Tax Liability, or to claim such relief in priority to any other claims, reliefs, credits or deductions available to it or to disclose details of its affairs.

No Deductions. 2.12.1 Any and all payments or reimbursements made hereunder shall be made free and clear of and without deduction for any and all taxes, levies, imposts, deductions, charges or with the Borrowerwithholdings, and all liabilities with respect thereto thereto; excluding, however, the following: taxes imposed on the income of Agent or any Lender or franchise taxes by the jurisdiction under the laws of which Agent or any Lender is organized or doing business or any political subdivision thereof and taxes imposed on its income by the jurisdiction of Agent's or such Lender's applicable lending office or any political subdivision thereof or franchise taxes (all such taxes, levies, imposts, deductions, charges or with the Borrower withholdings and all liabilities with respect thereto referred to herein as “but excluding such taxes imposed on net income, "Tax Liabilities”; excluding, however, (i) Taxes imposed on or measured by the net income (however denominated"), franchise and branch profits Taxes of any Purchaser or Agent by the jurisdiction under the laws of which Agent or such Purchaser is organized or doing business or any political subdivision thereof, (ii) Taxes imposed on or measured by the net income (however denominated), franchise and branch profits Taxes of any Purchaser or Agent by the jurisdiction of such Purchaser’s or Agent’s applicable lending office (or relevant office for receiving payments from or on account of the Borrower or making funds available to or for the benefit of the Borrower) or any political subdivision, (iii) U.S. federal withholding Taxes that are (or would be) required to be withheld on amounts payable to or for the account of any Purchaser or Agent pursuant to a law in effect on the date on which (A) such Purchaser acquires an interest in the Notes or such Agent becomes Agent or (B) such Purchaser changes its office for receiving payments by or on account of the Borrower or making funds available to or for the benefit of the Borrower, except in each case to the extent that, pursuant to Section 2.7, amounts with respect to such Taxes were payable either to such Agent or Purchaser’s predecessor immediately before such Purchaser or Agent became a party hereto or to such Agent or Purchaser immediately before it changed its office for receiving payments by or on account of the Borrower or making funds available to or for the benefit of the Borrower, (iv) Taxes attributable to such recipient’s failure to comply with Section 2.7, (v) U.S. backup withholding Taxes, (vi) Taxes imposed under FATCA on any Purchaser or Agent, (vii) Taxes imposed by a jurisdiction as a result of any connection between the recipient and such jurisdiction other than any connection arising solely from (and that would not have existed but for) executing, delivering, being a party to, engaging in any transactions pursuant to, performing its obligations under or enforcing any Note Document, (viii) Taxes resulting from the gross negligence or willful misconduct of the Purchaser or Agent as determined by a court of competent jurisdiction in a final non-appealable judgment and (ix) penalties, interest and additions to Tax relating to any of the foregoing (all Taxes included in clauses (i) through (ix), the “Excluded Taxes”, and together with the Tax Liabilities, the “Taxes”)) unless the applicable withholding agent is compelled by law to make payment subject to such Tax Liabilities. If any applicable withholding agent Borrower shall be required by law to deduct any such Tax Liabilities from or in respect of any sum payable hereunder to Agent or any PurchaserLender, then the sum payable hereunder by Borrowers shall be increased as may be necessary so that, after making all required deductionsdeductions are made, Agent or such Purchaser Lender receives an amount equal to the sum it would have received had no such deductions been made. 2.12.2 Each Lender that is organized in a jurisdiction outside the United States hereby agrees that it shall, no later than the Closing Date or, if later, the date on which such Lender became a party hereto (and from time to time thereafter, upon reasonable request of Borrowers or Agent), (i) furnish to Borrowers and Agent two accurate, complete and signed copies of either United States Internal Revenue Service Form W-8BEN or United States Internal Revenue Service Form W-8ECI (on which such Lender claims entitlement to complete exemption from United States federal withholding tax on all interest payments hereunder) and (ii) to the extent that such Lender is legally able to do so, provide Borrowers and Agent a new Form W-8BEN or Form W -8ECI upon the obsolescence of any previously delivered form, duly executed and completed by such Lender, and comply with all applicable United States laws and regulations as in effect from time to time with regard to such withholding tax exemption. Notwithstanding anything to the contrary in this Section 2.12, for the avoidance of doubt, (A) Borrowers shall be entitled, to the extent they are required to do so by law, to deduct or withhold Taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from any amounts payable hereunder to any Lender that is not a United States person (as defined in Section 770l(a)(30) of the Internal Revenue Code of 1986, as amended) to the extent the Lender has not provided to Borrowers the United States Internal Revenue Service forms described above, and (B) after the date a Lender becomes a party hereto, Borrowers shall have no obligation to make additional payments under this Section 2.12 to any Lender organized outside the United States if the Lender has not provided such forms to the Borrower.

No Deductions. 1.15.1. Any and all payments or reimbursements made hereunder shall be made free and clear of and without deduction for any and all taxes, levies, imposts, deductions, charges or with the Borrowerwithholdings, and all liabilities with respect thereto thereto; excluding, however, the following: taxes imposed on the income of Agent or any Lender or franchise taxes by the jurisdiction under the laws of which Agent or any Lender is organized or doing business or any political subdivision thereof and taxes imposed on its income by the jurisdiction of Agent’s or such Lender’s applicable lending office or any political subdivision thereof or franchise taxes (all such taxes, levies, imposts, deductions, charges or with the Borrower withholdings and all liabilities with respect thereto referred to herein as but excluding such taxes imposed on net income, “Tax Liabilities”; excluding, however, (i) Taxes imposed on or measured by the net income (however denominated), franchise and branch profits Taxes of any Purchaser or Agent by the jurisdiction under the laws of which Agent or such Purchaser is organized or doing business or any political subdivision thereof, (ii) Taxes imposed on or measured by the net income (however denominated), franchise and branch profits Taxes of any Purchaser or Agent by the jurisdiction of such Purchaser’s or Agent’s applicable lending office (or relevant office for receiving payments from or on account of the Borrower or making funds available to or for the benefit of the Borrower) or any political subdivision, (iii) U.S. federal withholding Taxes that are (or would be) required to be withheld on amounts payable to or for the account of any Purchaser or Agent pursuant to a law in effect on the date on which (A) such Purchaser acquires an interest in the Notes or such Agent becomes Agent or (B) such Purchaser changes its office for receiving payments by or on account of the Borrower or making funds available to or for the benefit of the Borrower, except in each case to the extent that, pursuant to Section 2.7, amounts with respect to such Taxes were payable either to such Agent or Purchaser’s predecessor immediately before such Purchaser or Agent became a party hereto or to such Agent or Purchaser immediately before it changed its office for receiving payments by or on account of the Borrower or making funds available to or for the benefit of the Borrower, (iv) Taxes attributable to such recipient’s failure to comply with Section 2.7, (v) U.S. backup withholding Taxes, (vi) Taxes imposed under FATCA on any Purchaser or Agent, (vii) Taxes imposed by a jurisdiction as a result of any connection between the recipient and such jurisdiction other than any connection arising solely from (and that would not have existed but for) executing, delivering, being a party to, engaging in any transactions pursuant to, performing its obligations under or enforcing any Note Document, (viii) Taxes resulting from the gross negligence or willful misconduct of the Purchaser or Agent as determined by a court of competent jurisdiction in a final non-appealable judgment and (ix) penalties, interest and additions to Tax relating to any of the foregoing (all Taxes included in clauses (i) through (ix), the “Excluded Taxes”, and together with the Tax Liabilities, the “Taxes”)) unless the applicable withholding agent is compelled by law to make payment subject to such Tax Liabilities. If any applicable withholding agent Borrower shall be required by law to deduct any such Tax Liabilities from or in respect of any sum payable hereunder to Agent or any PurchaserLender, then the sum payable hereunder by Borrowers shall be increased as may be necessary so that, after making all required deductionsdeductions are made, Agent or such Purchaser Lender receives an amount equal to the sum it would have received had no such deductions been made. 1.15.2. Each Lender that is organized in a jurisdiction outside the United States hereby agrees that it shall, no later than the Closing Date or, if later, the date on which such Lender became a party hereto (and from time to time thereafter, upon reasonable request of Borrowers or Agent), (i) furnish to Borrowers and Agent two accurate, complete and signed copies of either United States Internal Revenue Service Form W-8BEN or United States Internal Revenue Service Form W-8ECI (on which such Lender claims entitlement to complete exemption from United States federal withholding tax on all interest payments hereunder) and (ii) to the extent that such Lender is legally able to do so, provide Borrowers and Agent a new Form W-8BEN or Form W-8ECI upon the obsolescence of any previously delivered form, duly executed and completed by such Lender, and comply with all applicable United States laws and regulations as in effect from time to time with regard to such withholding tax exemption. Notwithstanding anything to the contrary in this Section 2.12, for the avoidance of doubt, (A) Borrowers shall be entitled, to the extent they are required to do so by law, to deduct or withhold Taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from any amounts payable hereunder to any Lender that is not a United States person (as defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended) to the extent the Lender has not provided to Borrowers the United States Internal Revenue Service forms described above, and (B) after the date a Lender becomes a party hereto, Borrowers shall have no obligation to make additional payments under this Section 2.12 to any Lender organized outside the United States if the Lender has not provided such forms to the Borrower.

No Deductions. Any and all payments or reimbursements made hereunder or under the Notes shall be made free and clear of and without deduction for any and all taxes, levies, imposts, deductions, charges or with the Borrowerwithholdings, and all liabilities with respect thereto thereto, excluding, however, any tax, levy, impost, deduction, charge or withholding, and all liabilities with respect thereto, with respect to any Foreign Lender as defined below, and any tax imposed on the revenues, income or net income of a Lender or the Administrative Agent by its jurisdiction of incorporation or by the federal, state, local or foreign taxing authorities in the jurisdiction in which the principal place of business of such Lender or the Administrative Agent is located or by any jurisdiction or taxing authority thereof or therein, with which such Lender or the Administrative Agent has or had a connection (other than a connection arising solely as a result of such Lender or the Administrative Agent having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Loan Document) (all such non-excluded taxes, levies, imposts, deductionsdeductions or withholdings, charges or with the Borrower and all liabilities with respect thereto referred to herein as “thereto, collectively, "Tax Liabilities”; excluding, however, (i) Taxes imposed on or measured by the net income (however denominated"), franchise and branch profits Taxes of any Purchaser or Agent by the jurisdiction under the laws of which Agent or such Purchaser is organized or doing business or any political subdivision thereof, (ii) Taxes imposed on or measured by the net income (however denominated), franchise and branch profits Taxes of any Purchaser or Agent by the jurisdiction of such Purchaser’s or Agent’s applicable lending office (or relevant office for receiving payments from or on account of . If the Borrower or making funds available to or for the benefit of the Borrower) or any political subdivision, (iii) U.S. federal withholding Taxes that are (or would be) required to be withheld on amounts payable to or for the account of any Purchaser or Agent pursuant to a law in effect on the date on which (A) such Purchaser acquires an interest in the Notes or such Agent becomes Agent or (B) such Purchaser changes its office for receiving payments by or on account of the Borrower or making funds available to or for the benefit of the Borrower, except in each case to the extent that, pursuant to Section 2.7, amounts with respect to such Taxes were payable either to such Agent or Purchaser’s predecessor immediately before such Purchaser or Agent became a party hereto or to such Agent or Purchaser immediately before it changed its office for receiving payments by or on account of the Borrower or making funds available to or for the benefit of the Borrower, (iv) Taxes attributable to such recipient’s failure to comply with Section 2.7, (v) U.S. backup withholding Taxes, (vi) Taxes imposed under FATCA on any Purchaser or Agent, (vii) Taxes imposed by a jurisdiction as a result of any connection between the recipient and such jurisdiction other than any connection arising solely from (and that would not have existed but for) executing, delivering, being a party to, engaging in any transactions pursuant to, performing its obligations under or enforcing any Note Document, (viii) Taxes resulting from the gross negligence or willful misconduct of the Purchaser or Agent as determined by a court of competent jurisdiction in a final non-appealable judgment and (ix) penalties, interest and additions to Tax relating to any of the foregoing (all Taxes included in clauses (i) through (ix), the “Excluded Taxes”, and together with the Tax Liabilities, the “Taxes”)) unless the applicable withholding agent is compelled by law to make payment subject to such Tax Liabilities. If any applicable withholding agent shall be required by law to deduct any such Tax Liabilities from or in respect of any sum payable hereunder to Agent any Lender or any Purchaserthe Administrative Agent, then the sum payable hereunder shall be increased as may be necessary so that, after making all required deductions, such Lender or the Administrative Agent or such Purchaser receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that the Borrower shall not be required to increase any such amounts payable to any Lender or the Administrative Agent with respect to (i) any withholding tax that is imposed or amounts payable to any Lender or the Administrative Agent at the time such Lender or Administrative Agent becomes a party to this Agreement (or designates a new lending office) or (ii) any Tax Liabilities that are attributable to such Lender's or the Administrative Agent's failure to comply with the requirements of Subsections 1.13(B) or 1.13(C).

No Deductions. Any and all payments or reimbursements made by a Borrower hereunder shall be made free and clear of and without deduction for any and all present and future taxes, surtaxes, duties, levies, imposts, deductionsrates, fees, assessments, withholdings, dues and other charges of any nature imposed by any governmental authority (including income, capital (including large corporations), withholding, consumption, sales, use, transfer, goods and services or with the Borrowerother value-added, excise, customs, anti-dumping, countervail, net worth, stamp, registration, franchise, payroll, employment, health, education, business, school, property, local improvement, development, education development and all liabilities with respect thereto (all such occupation taxes, surtaxes, duties, levies, imposts, deductionsrates, fees, assessments, withholdings, dues and charges) together with all fines, interest, penalties on or in respect of, or in lieu of or for non-collection of, those taxes, surtaxes, duties, levies, imposts, rates, fees, assessments, withholdings, dues and other charges (excluding taxes imposed on the net income or with the Borrower and all liabilities with respect thereto referred to herein as “Tax Liabilities”capital of Agent or any Lender) ("Taxes"); excluding, however, (i) Taxes the following: taxes imposed on or measured by the net income (however denominated), franchise and branch profits Taxes or capital of any Purchaser Lender or Agent by the jurisdiction under the laws of which Agent or such Purchaser Lender is organized or doing is resident or carrying on business or any political subdivision thereof, (ii) Taxes thereof and taxes imposed on or measured by the its net income (however denominated), franchise and branch profits Taxes of any Purchaser or Agent capital by the jurisdiction of Agent's or such Purchaser’s or Agent’s Lender's applicable lending office (or relevant office for receiving payments from or on account of the Borrower or making funds available to or for the benefit of the Borrower) or any political subdivision, (iii) U.S. federal withholding Taxes that are (or would be) required to be withheld on amounts payable to or for the account of any Purchaser or Agent pursuant to a law in effect on the date on which (A) such Purchaser acquires an interest in the Notes or such Agent becomes Agent or (B) such Purchaser changes its office for receiving payments by or on account of the Borrower or making funds available to or for the benefit of the Borrower, except in each case to the extent that, pursuant to Section 2.7, amounts with respect to such Taxes were payable either to such Agent or Purchaser’s predecessor immediately before such Purchaser or Agent became a party hereto or to such Agent or Purchaser immediately before it changed its office for receiving payments by or on account of the Borrower or making funds available to or for the benefit of the Borrower, (iv) Taxes attributable to such recipient’s failure to comply with Section 2.7, (v) U.S. backup withholding Taxes, (vi) Taxes imposed under FATCA on any Purchaser or Agent, (vii) Taxes imposed by a jurisdiction as a result of any connection between the recipient and such jurisdiction other than any connection arising solely from (and that would not have existed but for) executing, delivering, being a party to, engaging in any transactions pursuant to, performing its obligations under or enforcing any Note Document, (viii) Taxes resulting from the gross negligence or willful misconduct of the Purchaser or Agent as determined by a court of competent jurisdiction in a final non-appealable judgment and (ix) penalties, interest and additions to Tax relating to any of the foregoing (all Taxes included in clauses (i) through (ix), the “Excluded Taxes”, and together with the Tax Liabilities, the “Taxes”)) unless the applicable withholding agent is compelled by law to make payment subject to such Tax Liabilitiessubdivision thereof . If any applicable withholding agent Borrower shall be required by law or by the interpretation or administration thereof to deduct or withhold any such Tax Liabilities Taxes from or in respect of any sum payable hereunder or under this Agreement or any Other Document to Agent or any PurchaserLender, then the sum payable hereunder shall be increased Borrower will pay such additional amounts ("Additional Amounts") as may be necessary so that, that every net payment under this Agreement (including Additional Amounts) after making all required deductions, withholding or deduction for or on account of such Taxes will not be less than the amount the Agent or such Purchaser receives an amount equal to the sum it and Lenders would have received if such Taxes had no not been withheld or deducted . The applicable Borrower will also (i) make such deductions been madewithholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. The applicable Borrower will furnish to Agent, within 15 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by such Borrower. The applicable Borrower will indemnify and hold Agent and Lenders harmless against and upon written request shall reimburse Agent and Lenders for the amount of (i) any Taxes levied or imposed and paid by the Lenders as a result of payments in respect of any Revolving Advances (including any such Taxes imposed with respect to such reimbursement) and (ii) any liability (including penalties, interest and expenses) arising from or with respect to such Taxes described in (1).

No Deductions. Any and all payments or reimbursements made hereunder (including any payments made pursuant to Section 10 or Section 11) shall be made in Dollars or Euros, as contemplated by Section 1.17, free and clear of and without deduction for any and all Charges, taxes, levies, imposts, deductions, charges deductions or with the Borrowerwithholdings, and all liabilities with respect thereto of any nature whatsoever imposed by any Governmental Authority (all such taxes“Taxes”), levies, imposts, deductions, charges or with the Borrower and all liabilities with respect thereto referred to herein as “Tax Liabilities”; excluding, however, excluding (i) Taxes franchise or capital taxes and taxes to the extent imposed on Applicable Agent’s or measured by the net a Lender’s income (however denominated), franchise as a result of a present or former connection between such Applicable Agent or Lender and branch profits Taxes of any Purchaser or Agent by the jurisdiction under of the laws of which Agent or Governmental Authority imposing such Purchaser is organized or doing business tax or any political subdivision thereofor taxing authority thereof or therein (other than any such connection arising solely from such Applicable Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement), (ii) Taxes any withholding tax that is imposed on or measured by the net income (however denominated), franchise and branch profits Taxes of any Purchaser or Agent by the jurisdiction of such Purchaser’s or Agent’s applicable lending office (or relevant office for receiving payments from or on account of the Borrower or making funds available to or for the benefit of the Borrower) or any political subdivision, (iii) U.S. federal withholding Taxes that are (or would be) required to be withheld on amounts payable to or for a US Foreign Lender at the account of time such US Foreign Lender becomes a party to this Agreement and (iii) any Purchaser or Agent pursuant withholding tax that is imposed on amounts payable to a law in effect on the date on which (A) such Purchaser acquires an interest in the Notes or such Agent becomes Agent or (B) such Purchaser changes its office for receiving payments by or on account of the Borrower or making funds available to or for the benefit of the Borrower, except in each case to the extent that, pursuant to Section 2.7, amounts with respect to such Taxes were payable either to such Agent or Purchaser’s predecessor immediately before such Purchaser or Agent became a party hereto or to such Agent or Purchaser immediately before it changed its office for receiving payments by or on account of the Borrower or making funds available to or for the benefit of the Borrower, (iv) Taxes Foreign Lender that are attributable to such recipientForeign Lender’s failure to comply with Section 2.7, (v1.15(c) U.S. backup withholding Taxes, (vi) Taxes imposed under FATCA on any Purchaser or Agent, (vii) Taxes imposed by a jurisdiction as a result of any connection between the recipient and such jurisdiction other than any connection arising solely from (and that would not have existed but for) executing, delivering, being a party to, engaging in any transactions pursuant to, performing its obligations under or enforcing any Note Document, (viii) Taxes resulting from the gross negligence or willful misconduct of the Purchaser or Agent as determined by a court of competent jurisdiction in a final non-appealable judgment and (ix) penalties, interest and additions to Tax relating to any of the foregoing (all Taxes included in clauses (i) through (ix)such excluded taxes, the “Excluded Taxes”, ,” and together with the Tax Liabilities, the all such non-Excluded Taxes being referred to herein as “Non-Excluded Taxes”)) unless the applicable withholding agent is compelled by law to make payment subject to such Tax Liabilities. If any applicable withholding agent Borrower shall be required by law to deduct any such Tax Liabilities amounts from or in respect of any sum payable hereunder to any Lender, US Agent, Netherlands Agent or any PurchaserNetherlands Security Trustee, then the sum payable hereunder shall be increased as may be necessary so that, after making all required deductionsdeductions and withholdings, such Lender, US Agent, Netherlands Agent or such Purchaser Netherlands Security Trustee receives an amount equal to the sum it would have received had no such deductions been made. All required deductions shall be withheld and timely paid over to the relevant Governmental Authority in accordance with applicable law.

No Deductions. 2.11.1 Any and all payments or reimbursements made hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all taxes, levies, imposts, deductions, charges or with the Borrowerwithholdings, and all liabilities with respect thereto thereto; excluding, however, the following: (x) taxes imposed on or measured by the net income of Administrative Agent or any Lender or franchise taxes by the United States or by the jurisdiction under the laws of which Administrative Agent or any Lender is organized or doing business or any political subdivision thereof and (y) taxes imposed on or measured by its net income by the jurisdiction of Administrative Agent’s or such Lender’s applicable lending office or any political subdivision thereof or franchise taxes (all such taxes, levies, imposts, deductions, charges or with the Borrower withholdings and all liabilities with respect thereto referred to thereto, excluding such taxes imposed on net income, herein as “Tax Liabilities”; excluding, however, (i) Taxes imposed on or measured by the net income (however denominated), franchise and branch profits Taxes of any Purchaser or Agent by the jurisdiction under the laws of which Agent or such Purchaser is organized or doing business . If Borrower or any political subdivision thereof, (ii) Taxes imposed on or measured by the net income (however denominated), franchise and branch profits Taxes of any Purchaser or Agent by the jurisdiction of such Purchaser’s or Agent’s applicable lending office (or relevant office for receiving payments from or on account of the Borrower or making funds available to or for the benefit of the Borrower) or any political subdivision, (iii) U.S. federal withholding Taxes that are (or would be) required to be withheld on amounts payable to or for the account of any Purchaser or Agent pursuant to a law in effect on the date on which (A) such Purchaser acquires an interest in the Notes or such Agent becomes Agent or (B) such Purchaser changes its office for receiving payments by or on account of the Borrower or making funds available to or for the benefit of the Borrower, except in each case to the extent that, pursuant to Section 2.7, amounts with respect to such Taxes were payable either to such Agent or Purchaser’s predecessor immediately before such Purchaser or Agent became a party hereto or to such Agent or Purchaser immediately before it changed its office for receiving payments by or on account of the Borrower or making funds available to or for the benefit of the Borrower, (iv) Taxes attributable to such recipient’s failure to comply with Section 2.7, (v) U.S. backup withholding Taxes, (vi) Taxes imposed under FATCA on any Purchaser or Agent, (vii) Taxes imposed by a jurisdiction as a result of any connection between the recipient and such jurisdiction other than any connection arising solely from (and that would not have existed but for) executing, delivering, being a party to, engaging in any transactions pursuant to, performing its obligations under or enforcing any Note Document, (viii) Taxes resulting from the gross negligence or willful misconduct of the Purchaser or Agent as determined by a court of competent jurisdiction in a final non-appealable judgment and (ix) penalties, interest and additions to Tax relating to any of the foregoing (all Taxes included in clauses (i) through (ix), the “Excluded Taxes”, and together with the Tax Liabilities, the “Taxes”)) unless the applicable withholding agent is compelled by law to make payment subject to such Tax Liabilities. If any applicable withholding agent Subsidiary Guarantor shall be required by law to deduct any such Tax Liabilities from or in respect of any sum payable or reimbursable hereunder or under any other Loan Document to Administrative Agent or any PurchaserLender, then (x) the sum so payable hereunder or reimbursable shall be increased as may be necessary so that, after making all required deductionsdeductions are made, Administrative Agent or such Purchaser Lender receives an amount equal to the sum it would have received had no such deductions been made, (y) Borrower or such Subsidiary Guarantor shall make such deductions and pay the full amount deducted to the relevant taxing authority or other authority in accordance with applicable law and (z) Borrower or such Subsidiary Guarantor shall deliver to Administrative Agent evidence of such payment. 2.11.2 In addition Borrower agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies of the United States or any political subdivision thereof or any applicable foreign jurisdiction, and all liabilities with respect thereto, which arise from any payment made under any Loan Document or from the execution, delivery or registration of, or otherwise with respect to, any Loan Document (collectively, “Other Taxes”). 2.11.3 Borrower shall indemnify Administrative Agent and each Lender for the amount of Tax Liabilities and Other Taxes (including any Tax Liabilities or Other Taxes imposed by any jurisdiction on amounts payable under this subsection 2.11) paid by Administrative Agent or such Lender (as the case may be) and any liability (including for penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Tax Liabilities or Other Taxes were correctly or legally asserted. This indemnification payment shall be made within 30 days from the date Administrative Agent or such Lender (as the case may be) makes written demand therefor. 2.11.4 Each Lender that is organized under the laws of any jurisdiction other than the United States or any state or political subdivision thereof agrees (i) to furnish to Administrative Agent and Borrower (x) either IRS Form W-8BEN or IRS Form W-8ECI, in each case certifying such Lender’s entitlement to a complete exemption from, or a reduced rate of, United States federal withholding tax on all payments made hereunder or under any other Loan Document, (y) to the extent that such Lender does not act or ceases to act for its own account with respect to any portion of any amounts paid or payable to such Lender hereunder or under any other Loan Document, IRS Form W-8IMY together with any information such Lender chooses to transmit with such form, and any other certificate or statement required under applicable United States laws and regulations, to establish that such Lender is not acting for its own account with respect to a portion of any such amounts paid or payable to such Lender or (z) any other form, certificate or document prescribed by the IRS certifying as to such Lender’s entitlement to complete exemption from, or a reduced rate of, United States federal withholding tax on all payments made hereunder or under any other Loan Document, (ii) to provide to Administrative Agent and Borrower new forms upon the obsolescence of any previously delivered forms and comparable statements in accordance with applicable United States laws and regulations and amendments, duly executed and completed by such Lender, and (iii) to comply from time to time with all applicable United States laws and regulations with regard to such withholding tax exemption or reduction in withholding tax rate. Notwithstanding any other provision of this subsection 2.11.4, no Lender that is organized under the laws of any jurisdiction other than the United States or any state or political subdivision thereof shall be required to deliver after the date such Lender became a party to this Agreement any form, certificate, document or statement pursuant to this subsection 2.11.4 that such Lender is not legally entitled to deliver. 2.11.5 Notwithstanding anything to the contrary contained in subsection 2.11.1, (i) Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold Tax Liabilities 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 that is organized under the laws of any jurisdiction other than the United States or any state or political subdivision thereof to the extent that such Lender has not provided to Borrower IRS forms that establish entitlement to a complete exemption from, or a reduced rate of, United States federal withholding tax (and Borrower hereby agrees to give Administrative Agent prompt written notice in the event that it is required to so deduct or withhold) and (ii) Borrower shall not be obligated pursuant to subsection 2.11.1 hereof to pay additional amounts to any Lender that is organized under the laws of any jurisdiction other than the United States or any state or political subdivision thereof in respect of Tax Liabilities imposed by the United States to the extent that (x) the obligation to pay such additional amounts would not have arisen but for the failure of such Lender to comply with the requirements of subsection 2.11.4 or (y) the obligation to pay such additional amounts does not result from a change in applicable laws (including applicable statutes, regulations, administrative interpretations, judicial decisions and treaties) occurring after the date on which such Lender became a party to this Agreement. 2.11.6 Within 30 days after the date of any payment of Tax Liabilities or Other Taxes, Borrower shall furnish to Administrative Agent the original or a certified copy of a receipt (or any other form, certificate or document reasonably acceptable to Administrative Agent) evidencing payment thereof. 2.11.7 Without prejudice to the survival of any other agreement of Borrower hereunder, the agreements and obligations of Borrower contained in this subsection 2.11 shall survive the termination of this Agreement and the payment in full of the Obligations. 2.11.8 If any Lender determines, in its sole discretion, that it has actually received a refund in respect of any Tax Liabilities with respect to which Borrower has paid additional amounts to such Lender pursuant to subsection 2.11.1, such Lender shall promptly notify Administrative Agent and pay such refund over to Borrower (but only to the extent of additional amounts paid by Borrower under subsection 2.11.1 with respect to Tax Liabilities giving rise to such refund), on an after-tax basis, net of all expenses incurred by such Lender in connection with obtaining such refund and without interest; provided, that Borrower, upon the request of such Lender, shall repay to such Lender the amount previously paid over to Borrower (plus any penalties, interest or other charges imposed by the relevant taxing authority) in the event that such Lender is required to repay such refund to such taxing authority. Nothing in this subsection 2.11.8 shall interfere with the right of any Lender to arrange its tax affairs in whatever manner it deems fit or require any Lender to disclose to Borrower, any of its Subsidiaries or any other Person any information or any computations relating to its tax affairs. (a) If Administrative Agent or any Lender claims reimbursement or compensation under this subsection 2.11, Administrative Agent shall determine the amount thereof and shall deliver to Borrower (with, if applicable, a copy to the affected Lender) a statement setting forth in reasonable detail the amount payable to Administrative Agent or the affected Lender, and such statement shall be conclusive and binding on Borrower in the absence of manifest error. Failure or delay on the part of Administrative Agent or any Lender to demand compensation pursuant to this subsection 2.11 shall not constitute a waiver of Administrative Agent’s or such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate Administrative Agent or a Lender pursuant to this subsection 2.11 for any Tax Liabilities, Other Taxes or additional amounts incurred more than 180 days prior to the date that Administrative Agent or such Lender, as the case may be, notifies Borrower of its intention to claim compensation under this subsection; provided further that, if the circumstances giving rise to such claim are retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (b) If a Lender claims any compensation pursuant to this subsection 2.11, then (a) such Lender shall use reasonable efforts (consistent with legal and regulatory restrictions) to designate a different lending office or to file any statement or document reasonably requested by Borrower if the making of such designation or filing would avoid the need for, or reduce the amount of, any such amounts and would not, in the sole discretion of such Lender, be otherwise disadvantageous to such Lender and (b) at Borrower’s request, Administrative Agent or an Eligible Assignee reasonably acceptable to Administrative Agent and Borrower shall have the right (but not the obligation) to purchase from such Lender, and each such Lender shall, upon such request, sell and assign to Administrative Agent or such Eligible Assignee, all of such Lender’s outstanding Term Loans hereunder. Such sale and assignment shall be consummated promptly after Administrative Agent has arranged for a purchase by Administrative Agent or an Eligible Assignee pursuant to an Assignment and Acceptance Agreement, at a price equal to the outstanding principal balance of such Lender’s Term Loan, plus accrued interest and fees, without premium or discount.

No Deductions. Any (a) All payments made to the Lenders and/or Administrative Agent by the Borrowers hereunder and all payments or reimbursements made hereunder under each Note shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, duties, deductions, charges withholdings (including backup withholdings), assessments, fees or with the Borrowerother charges, and all liabilities with respect in each case, imposed by any Official Body, including any interest, additions to tax or penalties applicable thereto (all such non-excluded taxes, levies, imposts, duties, deductions, withholdings (including backup withholdings), assessments, fees or other charges imposed by any Official Body including any interest, additions to tax or with the Borrower and all liabilities with respect penalties applicable thereto being hereinafter referred to herein as “Tax Liabilities”; excluding"Taxes"), however, excluding (i) Taxes taxes imposed on on, or measured by by, the net income (however denominated)) of any Lender, (ii) all income, franchise and branch profits Taxes of taxes that would not have been imposed but for such Lender having a past or present connection with a jurisdiction imposing such taxes other than entering into this Agreement and performing its obligations and enforcing its rights thereunder, and (iii) any Purchaser or Agent by the jurisdiction taxes imposed under the laws of which Agent or such Purchaser is organized or doing business or any political subdivision thereofFATCA, (iiiv) Taxes imposed on or measured by the net income taxes attributable to any Lender’s failure to comply with Section 4.7.7 and (however denominated), franchise and branch profits Taxes of any Purchaser or Agent by the jurisdiction of such Purchaser’s or Agent’s applicable lending office (or relevant office for receiving payments from or on account of the Borrower or making funds available to or for the benefit of the Borrower) or any political subdivision, (iiiv) U.S. federal withholding Taxes that are (or would be) required to be withheld taxes imposed on amounts payable to or for the on account of any Purchaser Lender with respect to an applicable interest in a Loan or Agent Commitment pursuant to a law in effect on the date on which (A) such Purchaser Lender acquires an such interest in the Notes Loan or such Agent becomes Agent Commitment (other than pursuant to an assignment request by the Borrower under Section 4.4.3) or (B) such Purchaser Lender changes its office for receiving payments by or on account of the Borrower or making funds available to or for the benefit of the Borrowerlending office, except in each case to the extent that, pursuant to this Section 2.74.7, amounts with respect to such Taxes taxes were payable either to such Agent or PurchaserLender’s predecessor assignor immediately before such Purchaser or Agent Lender became a party hereto or to such Agent or Purchaser Lender immediately before it changed its lending office for receiving payments by (all such non-excluded taxes, levies, imposts, duties, deductions, withholdings (including backup withholdings), assessments, fees or on account of the Borrower or making funds available to or for the benefit of the Borrower, (iv) Taxes attributable to such recipient’s failure to comply with Section 2.7, (v) U.S. backup withholding Taxes, (vi) Taxes imposed under FATCA on any Purchaser or Agent, (vii) Taxes other charges imposed by a jurisdiction as a result of any connection between the recipient and such jurisdiction other than Official Body, including any connection arising solely from (and that would not have existed but for) executinginterest, delivering, being a party to, engaging in any transactions pursuant to, performing its obligations under or enforcing any Note Document, (viii) Taxes resulting from the gross negligence or willful misconduct of the Purchaser or Agent as determined by a court of competent jurisdiction in a final non-appealable judgment and (ix) penalties, interest and additions to Tax relating tax or penalties applicable thereto being hereinafter referred to any of the foregoing (all Taxes included in clauses (i) through (ix), the as “Excluded Taxes”, and together with the Tax Liabilities, the “Taxes”)) unless the applicable withholding agent such deduction is compelled required by law to make payment Law (and then subject to such Tax Liabilitiesthe following sentence). If any applicable withholding agent the Borrowers shall be required by law Law to deduct any such Tax Liabilities Taxes from or in respect of any sum payable hereunder or under any Note, (i) the Borrowers shall be entitled to Agent make such deductions, (ii) the Borrowers shall timely pay the full amount deducted to the relevant tax authority or any Purchaserother authority in accordance with applicable Law and (iii) if such Tax is an Indemnified Tax, then the sum payable hereunder or under such Note shall be increased as may be necessary so that, that after making all required deductions, Agent or such Purchaser deductions (including deductions applicable to additional sums payable under this Section 4.7.1) each Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrowers shall make such deductions and (ii) the Borrowers shall timely pay the full amount deducted to the relevant tax authority or other authority in accordance with applicable Law. (b) [reserved]; (c) A payment shall not be increased under Section (a) above by reason of a deduction or withholding of any taxes imposed by the United Kingdom from any such payment, where such Tax is an Indemnified Tax and on the date on which the payment falls due (i) the payment could have been made to the relevant Lender without any such deduction or withholding if the Lender had been an English Qualifying Lender, but on that date that Lender is not or has ceased to be an English Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or any published practice or published concession of any relevant taxing authority, or (ii) the relevant Lender is an English Treaty Lender and the English Borrower making the payment is able to demonstrate that the payment could have been made to the Lender without the United Kingdom Tax Deduction had that Lender complied with its obligations under Section 4.7.7(iv) below.

No Deductions. Any and all payments or reimbursements made hereunder or under the Notes shall be made free and clear of and without deduction for any and all taxes, levies, imposts, deductions, charges or with the Borrowerwithholdings, and all liabilities with respect thereto thereto, excluding, however, any tax, levy, impost, deduction, charge or withholding, and all liabilities with respect thereto, with respect to any Foreign Lender as defined below, and any tax imposed on the revenues, income or net income of a Lender or the Administrative Agent by its jurisdiction of incorporation or by the federal, state, local or foreign taxing authorities in the jurisdiction in which the principal place of business of such Lender or the Administrative Agent is located or by any jurisdiction or taxing authority thereof or therein, with which such Lender or the Administrative Agent has or had a connection (other than a connection arising solely as a result of such Lender or the Administrative Agent having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Loan Document) (all such non-excluded taxes, levies, imposts, deductionsdeductions or withholdings, charges or with the Borrower and all liabilities with respect thereto referred to herein as thereto, collectively, “Tax Liabilities”; excluding, however, (i) Taxes imposed on or measured by the net income (however denominated), franchise and branch profits Taxes of any Purchaser or Agent by the jurisdiction under the laws of which Agent or such Purchaser is organized or doing business or any political subdivision thereof, (ii) Taxes imposed on or measured by the net income (however denominated), franchise and branch profits Taxes of any Purchaser or Agent by the jurisdiction of such Purchaser’s or Agent’s applicable lending office (or relevant office for receiving payments from or on account of . If the Borrower or making funds available to or for the benefit of the Borrower) or any political subdivision, (iii) U.S. federal withholding Taxes that are (or would be) required to be withheld on amounts payable to or for the account of any Purchaser or Agent pursuant to a law in effect on the date on which (A) such Purchaser acquires an interest in the Notes or such Agent becomes Agent or (B) such Purchaser changes its office for receiving payments by or on account of the Borrower or making funds available to or for the benefit of the Borrower, except in each case to the extent that, pursuant to Section 2.7, amounts with respect to such Taxes were payable either to such Agent or Purchaser’s predecessor immediately before such Purchaser or Agent became a party hereto or to such Agent or Purchaser immediately before it changed its office for receiving payments by or on account of the Borrower or making funds available to or for the benefit of the Borrower, (iv) Taxes attributable to such recipient’s failure to comply with Section 2.7, (v) U.S. backup withholding Taxes, (vi) Taxes imposed under FATCA on any Purchaser or Agent, (vii) Taxes imposed by a jurisdiction as a result of any connection between the recipient and such jurisdiction other than any connection arising solely from (and that would not have existed but for) executing, delivering, being a party to, engaging in any transactions pursuant to, performing its obligations under or enforcing any Note Document, (viii) Taxes resulting from the gross negligence or willful misconduct of the Purchaser or Agent as determined by a court of competent jurisdiction in a final non-appealable judgment and (ix) penalties, interest and additions to Tax relating to any of the foregoing (all Taxes included in clauses (i) through (ix), the “Excluded Taxes”, and together with the Tax Liabilities, the “Taxes”)) unless the applicable withholding agent is compelled by law to make payment subject to such Tax Liabilities. If any applicable withholding agent shall be required by law to deduct any such Tax Liabilities from or in respect of any sum payable hereunder to Agent any Lender or any Purchaserthe Administrative Agent, then the sum payable hereunder shall be increased as may be necessary so that, after making all required deductions, such Lender or the Administrative Agent or such Purchaser receives an amount equal to the sum it would have received had no such deductions been made.; provided, however, that the Borrower shall not be required to increase any such amounts payable to any Lender or the Administrative Agent with respect to (i) any withholding tax that is imposed or amounts payable to any Lender or the Administrative Agent at the time such Lender or Administrative Agent becomes a party to this Agreement (or designates a new lending office) or (ii) any Tax Liabilities that are attributable to such Lender’s or the Administrative Agent’s failure to comply with the requirements of Subsections 1.13(B) or 1.13(C). Table of Contents Credit Agreement/Citizens Communications Company

No Deductions. (a) Any and all payments or reimbursements made hereunder shall be made free and clear of and without deduction for any and all taxes, levies, imposts, deductions, charges or with the Borrowerwithholdings, and all liabilities with respect thereto (all such taxes, levies, imposts, deductions, charges or with the Borrower and all liabilities with respect thereto referred to herein as “Tax Liabilities”thereto; excluding, however, (i) Taxes the following: taxes imposed on or measured by the net income (however denominated)of Agent or any Lender or franchise taxes imposed in lieu thereof or based on net income, franchise and branch profits Taxes of any Purchaser or Agent in each case, by the jurisdiction under the laws of which Agent or such Purchaser Lender is organized or doing business (other than any such business arising or deemed arising solely from such Lender or Agent having executed, delivered or performed its obligations or received payment under, or enforced its rights or remedies under the Agreement or any other Loan Document) or any political subdivision thereof, (ii) Taxes thereof and taxes imposed on or measured by the net income (however denominated), franchise and branch profits Taxes of Agent or any Purchaser or Agent Lender by the jurisdiction of Agent's or such Purchaser’s or Agent’s Lender's applicable lending office (or relevant office for receiving payments from or on account of the Borrower or making funds available to or for the benefit of the Borrower) or any political subdivisionsubdivision thereof or franchise taxes in lieu thereof or based on net income (all such non-excluded taxes, (iii) U.S. federal withholding Taxes that are (levies, imposts, deductions, charges or would be) required to be withheld on amounts payable to or for the account of any Purchaser or Agent pursuant to a law in effect on the date on which (A) such Purchaser acquires an interest in the Notes or such Agent becomes Agent or (B) such Purchaser changes its office for receiving payments by or on account of the Borrower or making funds available to or for the benefit of the Borrower, except in each case to the extent that, pursuant to Section 2.7, amounts withholdings and all liabilities with respect to such Taxes were payable either to such Agent or Purchaser’s predecessor immediately before such Purchaser or Agent became a party hereto or to such Agent or Purchaser immediately before it changed its office for receiving payments by or on account of the Borrower or making funds available to or for the benefit of the Borrowerthereto, (iv) Taxes attributable to such recipient’s failure to comply with Section 2.7, (v) U.S. backup withholding Taxes, (vi) Taxes imposed under FATCA on any Purchaser or Agent, (vii) Taxes imposed by a jurisdiction as a result of any connection between the recipient and such jurisdiction other than any connection arising solely from (and that would not have existed but for) executing, delivering, being a party to, engaging in any transactions pursuant to, performing its obligations under or enforcing any Note Document, (viii) Taxes resulting from the gross negligence or willful misconduct of the Purchaser or Agent as determined by a court of competent jurisdiction in a final non-appealable judgment and (ix) penalties, interest and additions to Tax relating to any of the foregoing (all Taxes included in clauses (i) through (ix), the “Excluded Taxes”, and together with the "Tax Liabilities, the “Taxes”")) unless the applicable withholding agent is compelled by law to make payment subject to such Tax Liabilities. If any applicable withholding agent Borrower shall be required by law to deduct any such Tax Liabilities from or in respect of any sum payable hereunder to Agent or any PurchaserLender, then the sum payable hereunder shall be increased as may be necessary so that, after making all required deductionsdeductions are made, Agent or such Purchaser Lender receives an amount equal to the sum it would have received had no such deductions been made. Any Borrower that is required to deduct and withhold for any such Tax Liabilities from any payment to Agent or a Lender shall furnish to Agent and such Lender as promptly as possible after the date the payment of any such Tax Liability is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by such Borrower. (b) A Lender or transferee of Lender shall not be entitled to any additional payments under subsection 2.9(a) before it has satisfied the requirements of subsection 12.1.

No Deductions. Any and all payments or reimbursements made hereunder (including any payments made pursuant to Section 10) or under any other Loan Document shall be made free and clear of and without deduction for any and all Charges, present or future, taxes, levies, imposts, deductions, charges deductions or with the Borrowerwithholdings, and all liabilities with respect thereto (all such taxesincluding any interest, levies, imposts, deductions, charges additions to tax or with the Borrower and all liabilities penalties applicable thereto) of any nature whatsoever imposed by any Governmental Authority or by any political subdivision or taxing authority thereof or therein with respect thereto referred to herein as “Tax Liabilities”; excluding, however, such payments (i) Taxes but excluding any tax imposed on or measured by the net income or profits or any franchise or other tax in lieu thereof (however denominated), franchise and including branch profits Taxes or similar taxes) of any Purchaser Agent or Agent Lender by (i) the jurisdiction under the laws of which such Agent or such Purchaser Lender is organized or doing business or any political subdivision thereof, or (ii) Taxes imposed on or measured by the net income (however denominated), franchise and branch profits Taxes of any Purchaser or Agent by the jurisdiction of such PurchaserAgent’s or AgentLender’s applicable lending office (or relevant office for receiving payments from or on account of the Borrower or making funds available to or for the benefit of the Borrower) or any political subdivisionsubdivision thereof) and all interest, (iii) U.S. federal withholding Taxes that are (penalties or would be) required to be withheld on amounts payable to or for the account of any Purchaser or Agent pursuant to a law in effect on the date on which (A) such Purchaser acquires an interest in the Notes or such Agent becomes Agent or (B) such Purchaser changes its office for receiving payments by or on account of the Borrower or making funds available to or for the benefit of the Borrower, except in each case to the extent that, pursuant to Section 2.7, amounts similar liabilities with respect to thereto (all such Taxes were payable either to such Agent or Purchaser’s predecessor immediately before such Purchaser or Agent became a party hereto or to such Agent or Purchaser immediately before it changed its office for receiving payments by or on account of the Borrower or making funds available to or for the benefit of the Borrower, (iv) Taxes attributable to such recipient’s failure to comply with Section 2.7, (v) U.S. backup withholding Taxes, (vi) Taxes imposed under FATCA on any Purchaser or Agent, (vii) Taxes imposed by a jurisdiction as a result of any connection between the recipient and such jurisdiction other than any connection arising solely from (and that would not have existed but for) executing, delivering, being a party to, engaging in any transactions pursuant to, performing its obligations under or enforcing any Note Document, (viii) Taxes resulting from the gross negligence or willful misconduct of the Purchaser or Agent as determined by a court of competent jurisdiction in a final non-appealable judgment and (ix) penaltiesexcluded taxes, interest and additions levies, imposts, duties, fees, assessments or other charges being referred to Tax relating to any of the foregoing (all Taxes included in clauses (i) through (ix), the “Excluded Taxes”, and together with the Tax Liabilities, the collectively as “Taxes”)) unless the applicable withholding agent is compelled by law to make payment subject to such Tax Liabilities. If any applicable withholding agent Borrower shall be required by law to deduct any such Tax Liabilities Taxes from or in respect of any sum payable hereunder or under any other Loan Document to Agent any Lender or any PurchaserAgent, then (i) the sum payable hereunder shall be increased as may be necessary so that, after making all required deductionsdeductions (including deductions applicable to additional sums payable pursuant to this Section 1.9), such Lender or Agent or such Purchaser (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) Borrower shall make such deductions, (iii) Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law, and (iv) Borrower shall furnish to the Agent the original copy of a receipt evidencing payment thereof within thirty (30) days after such payment is made.

No Deductions. Any The Borrower shall not deduct or withhold Taxes (as defined below) from payments required to be made under this Agreement if and to the extent that, pursuant to applicable provisions of an income tax treaty between the United States and the country under the laws of which the Bank or any Participating Bank is organized, the Code or any other applicable law, the Borrower is permitted to make such payments free of any such deduction or withholding. Upon request of the Borrower, the Bank and any Participating Bank will provide the Borrower with the form prescribed by the Internal Revenue Service certifying the exemption of the Bank or such Participating Bank under current law from United States withholding taxes with respect to all payments made by the Borrower under this Agreement. Except as set forth above in this Section, all payments by the Borrower to the Bank or reimbursements made hereunder any Participating Bank under this Agreement shall be made free and clear of and without deduction for any and all taxes, present or future taxes or other amounts for or on account of levies, imposts, deductions, charges or with the Borrower, and all liabilities with respect thereto (all such taxes, levies, impostsduties, deductions, withholdings or other charges of whatsoever nature (including, without limitation, interest, additions to tax and penalties thereon, but excluding any taxes based on income of the Bank or with the Borrower any Participating Bank and all liabilities with respect thereto referred to herein as “Tax Liabilities”; excluding, however, (i) Taxes imposed on or measured by the net income (however denominated), excluding franchise and branch profits Taxes of any Purchaser or Agent similar taxes imposed by the jurisdiction under the laws of which Agent or such Purchaser it is organized or doing business in which the Bank’s or such Participating Bank’s principal office is located or any political subdivision thereof, (ii) Taxes imposed on or measured by the net income (however denominated), franchise and branch profits Taxes of imposed, levied, collected, withheld or assessed by any Purchaser or Agent by the jurisdiction of such Purchaser’s or Agent’s applicable lending office governmental authority (or relevant office for receiving payments from or on account of the Borrower or making funds available to or for the benefit of the Borrower) or any political subdivisioncollectively, (iii) U.S. federal withholding Taxes that are (or would be) required to be withheld on amounts payable to or for the account of any Purchaser or Agent pursuant to a law in effect on the date on which (A) such Purchaser acquires an interest in the Notes or such Agent becomes Agent or (B) such Purchaser changes its office for receiving payments by or on account of the Borrower or making funds available to or for the benefit of the Borrower, except in each case to the extent that, pursuant to Section 2.7, amounts with respect to such Taxes were payable either to such Agent or Purchaser’s predecessor immediately before such Purchaser or Agent became a party hereto or to such Agent or Purchaser immediately before it changed its office for receiving payments by or on account of the Borrower or making funds available to or for the benefit of the Borrower, (iv) Taxes attributable to such recipient’s failure to comply with Section 2.7, (v) U.S. backup withholding Taxes, (vi) Taxes imposed under FATCA on any Purchaser or Agent, (vii) Taxes imposed by a jurisdiction as a result of any connection between the recipient and such jurisdiction other than any connection arising solely from (and that would not have existed but for) executing, delivering, being a party to, engaging in any transactions pursuant to, performing its obligations under or enforcing any Note Document, (viii) Taxes resulting from the gross negligence or willful misconduct of the Purchaser or Agent as determined by a court of competent jurisdiction in a final non-appealable judgment and (ix) penalties, interest and additions to Tax relating to any of the foregoing (all Taxes included in clauses (i) through (ix), the “Excluded Taxes”, and together with the Tax Liabilities, the “Taxes”)) unless the applicable withholding agent is compelled by law to make payment subject to such Tax Liabilities. If any applicable withholding agent the Borrower shall be required by law to withhold or deduct any such Tax Liabilities Taxes from or in respect of any sum payable hereunder to Agent the Bank or any PurchaserParticipating Bank hereunder, then (i) the sum payable hereunder to the Bank or such Participating Bank shall be increased as may be necessary so that, after making all required deductions, Agent that the Bank or such Purchaser Participating Bank receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (ii) the Borrower shall make such necessary withholdings and deductions, and (iii) the Borrower shall pay or cause to be paid the full amount withheld or deducted to the relevant authority according to applicable law so that the Bank or such Participating Bank shall not be required to make any deduction or payment of such Taxes.

No Deductions. Any Subject to the immediately succeeding sentences and Section 1.9(e) below, any and all payments or reimbursements made hereunder hereunder, under the Notes or under any other Loan Document shall be made free and clear of and without deduction for any and all Charges, taxes, levies, imposts, deductions, charges deductions or with the Borrowerwithholdings, and all liabilities with respect thereto (all of any nature whatsoever imposed by any taxing authority, excluding such Charges, taxes, levies, imposts, deductions, charges deductions or with withholdings to the Borrower and all liabilities with respect thereto referred to herein as “Tax Liabilities”; excluding, however, (i) Taxes extent imposed on Agent’s or measured by the a Lender’s net income (however denominated), including franchise and branch profits Taxes taxes imposed in lieu of any Purchaser or Agent net income taxes) by the jurisdiction under the laws of in which Agent or such Purchaser Lender is organized or doing is engaged in business or any political subdivision thereof, (ii) Taxes imposed on or measured by the net income (however denominated), franchise and branch profits Taxes of any Purchaser or Agent by including the jurisdiction of such Purchaser’s or Agent’s applicable in which a lending office (or relevant office for receiving payments from or on account of the Borrower or making funds available to or for the benefit of the Borroweris located) or any political subdivision, (iii) U.S. federal withholding Taxes that are (or would be) required to be withheld on amounts payable to or for the account of any Purchaser or Agent pursuant to a law in effect on the date on which (A) such Purchaser acquires an interest in the Notes or such Agent becomes Agent or (B) such Purchaser changes its office for receiving payments by or on account of the Borrower or making funds available to or for the benefit of the Borrower, except in each case to the extent that, pursuant to Section 2.7, amounts with respect to such Taxes were payable either to such Agent or Purchaser’s predecessor immediately before such Purchaser or Agent became a party hereto or to such Agent or Purchaser immediately before it changed its office for receiving payments by or on account of the Borrower or making funds available to or for the benefit of the Borrower, (iv) Taxes attributable to such recipient’s failure to comply with Section 2.7, (v) U.S. backup withholding Taxes, (vi) Taxes imposed under FATCA on any Purchaser or Agent, (vii) Taxes imposed by a jurisdiction as a result of any a present connection between the recipient Lender or Agent and such the jurisdiction of a taxing authority (other than any connection arising solely from having executed, delivered or performed its obligation or received any payments hereunder or any other Loan Document) (and that would not have existed but for) executing, delivering, being a party to, engaging in any transactions pursuant to, performing its obligations under or enforcing any Note Document, (viii) Taxes resulting from the gross negligence or willful misconduct of the Purchaser or Agent as determined by a court of competent jurisdiction in a final non-appealable judgment and (ix) penalties, interest and additions to Tax relating to any of the foregoing (all Taxes included in clauses (i) through (ix), the “Excluded Taxes”). Except as otherwise provided in this Section 1.9, and together with the Tax Liabilities, the “Taxes”)) unless the applicable withholding agent is compelled by law to make payment subject to such Tax Liabilities. If if any applicable withholding agent Credit Party shall be required by current or future law to deduct any such Tax Liabilities amounts from or in respect of any sum payable hereunder or under any other Loan Document to Agent any Lender or any PurchaserAgent, then the sum payable hereunder shall be increased as may be necessary so that, after making all required deductions, such Lender or Agent or such Purchaser receives an amount equal to the sum it would have received had no such deductions been made. All required deductions shall be complied with and paid over to the relevant taxing authority or other Governmental Authority in accordance with applicable law. No Credit Party shall have any obligation to increase the sum payable hereunder or under any other Loan Document (or pay additional amounts) pursuant to this Section 1.9(a) with respect to any United States federal withholding taxes that are in effect and would apply to a payment hereunder or under any other Loan Document made to any Lender that are (i) required by any applicable law in effect when such Person became a Lender or (ii) applicable after such Lender changes its applicable lending office to an office outside the United States as of the date of such change of the applicable lending office.

No Deductions. Any and all payments or reimbursements made hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all Charges, present or future, taxes, levies, imposts, deductions, charges deductions or with the Borrowerwithholdings, and all liabilities with respect thereto (all such taxesincluding any interest, levies, imposts, deductions, charges additions to tax or with the Borrower and all liabilities penalties applicable thereto) of any nature whatsoever imposed by any Governmental Authority or by any political subdivision or taxing authority thereof or therein with respect thereto referred to herein as “Tax Liabilities”; excluding, however, such payments (i) Taxes but excluding any tax imposed on or measured by the net income or profits or any franchise or other tax in lieu thereof (however denominated), franchise and including branch profits Taxes or similar taxes) of any Purchaser Agent or Agent Lender by (i) the jurisdiction under the laws of which such Agent or such Purchaser Lender is organized or doing business or any political subdivision thereof, or (ii) Taxes imposed on or measured by the net income (however denominated), franchise and branch profits Taxes of any Purchaser or Agent by the jurisdiction of such PurchaserAgent’s or AgentLender’s applicable lending office (or relevant office for receiving payments from or on account of the Borrower or making funds available to or for the benefit of the Borrower) or any political subdivisionsubdivision thereof) and all interest, (iii) U.S. federal withholding Taxes that are (penalties or would be) required to be withheld on amounts payable to or for the account of any Purchaser or Agent pursuant to a law in effect on the date on which (A) such Purchaser acquires an interest in the Notes or such Agent becomes Agent or (B) such Purchaser changes its office for receiving payments by or on account of the Borrower or making funds available to or for the benefit of the Borrower, except in each case to the extent that, pursuant to Section 2.7, amounts similar liabilities with respect to thereto (all such Taxes were payable either to such Agent or Purchaser’s predecessor immediately before such Purchaser or Agent became a party hereto or to such Agent or Purchaser immediately before it changed its office for receiving payments by or on account of the Borrower or making funds available to or for the benefit of the Borrower, (iv) Taxes attributable to such recipient’s failure to comply with Section 2.7, (v) U.S. backup withholding Taxes, (vi) Taxes imposed under FATCA on any Purchaser or Agent, (vii) Taxes imposed by a jurisdiction as a result of any connection between the recipient and such jurisdiction other than any connection arising solely from (and that would not have existed but for) executing, delivering, being a party to, engaging in any transactions pursuant to, performing its obligations under or enforcing any Note Document, (viii) Taxes resulting from the gross negligence or willful misconduct of the Purchaser or Agent as determined by a court of competent jurisdiction in a final non-appealable judgment and (ix) penaltiesexcluded taxes, interest and additions levies, imposts, duties, fees, assessments or other charges being referred to Tax relating to any of the foregoing (all Taxes included in clauses (i) through (ix), the “Excluded Taxes”, and together with the Tax Liabilities, the collectively as “Taxes”)) unless the applicable withholding agent is compelled by law to make payment subject to such Tax Liabilities. If any applicable withholding agent Borrower shall be required by law to deduct any such Tax Liabilities Taxes from or in respect of any sum payable hereunder or under any other Loan Document to Agent any Lender or any PurchaserAgent, then (i) the sum payable hereunder shall be increased as may be necessary so that, after making all required deductionsdeductions (including deductions applicable to additional sums payable pursuant to this Section 1.9), such Lender or Agent or such Purchaser (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) Borrower shall make such deductions, (iii) Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law, and (iv) Borrower shall furnish to the Agent the original copy of a receipt evidencing payment thereof within thirty (30) days after such payment is made.

No Deductions. Any and all payments or reimbursements made hereunder (including any payments made pursuant to Section 10) or under any other Loan Document shall be made free and clear of and without deduction for any and all Charges, present or future, taxes, levies, imposts, deductions, charges deductions or with the Borrowerwithholdings, and all liabilities with respect thereto (all such taxesincluding any interest, levies, imposts, deductions, charges additions to tax or with the Borrower and all liabilities penalties applicable thereto) of any nature whatsoever imposed by any Governmental Authority or by any political subdivision or taxing authority thereof or therein with respect thereto referred to herein as “Tax Liabilities”; excluding, however, such payments (i) Taxes but excluding any tax imposed on or measured by the net income or profits or any franchise or other tax in lieu thereof (however denominated), franchise and including branch profits Taxes or similar taxes) of any Purchaser Agent or Agent Lender by (i) the jurisdiction under the laws of which such Agent or such Purchaser Lender is organized or doing business or any political subdivision thereof, or (ii) Taxes imposed on or measured by the net income (however denominated), franchise and branch profits Taxes of any Purchaser or Agent by the jurisdiction of such PurchaserAgent’s or AgentLender’s applicable lending office (or relevant office for receiving payments from or on account of the Borrower or making funds available to or for the benefit of the Borrower) or any political subdivision, (iii) U.S. federal withholding Taxes that are (subdivision thereof or would be) any UK tax required to be withheld on amounts payable to or for the account of any Purchaser or Agent pursuant to deducted from interest payments made by a law in effect on the date on which (A) such Purchaser acquires an interest in the Notes or such Agent becomes Agent or (B) such Purchaser changes its office for receiving payments by or on account of the European Borrower or making funds available to or for the benefit of the Borrower, except in each case but only to the extent that, pursuant to Section 2.7, amounts with respect to such Taxes were payable either to such Agent or Purchaser’s predecessor immediately before such Purchaser or Agent became a party hereto or to such Agent or Purchaser immediately before that it changed its office for receiving payments by or on account of the Borrower or making funds available to or for the benefit of the Borrower, (iv) Taxes attributable to such recipient’s failure to comply with Section 2.7, (v) U.S. backup withholding Taxes, (vi) Taxes imposed under FATCA on any Purchaser or Agent, (vii) Taxes imposed by a jurisdiction as a result of any connection between the recipient and such jurisdiction other than any connection arising solely from (and that would not have existed but for) executing, delivering, being been required to be so withheld or deducted had the relevant Lender been a party to, engaging in any transactions pursuant to, performing its obligations under Qualifying Lender at the time of such payment (For the avoidance of doubt this exclusion shall not apply to UK tax required to be withheld or enforcing any Note Document, (viii) Taxes resulting deducted from the gross negligence or willful misconduct of the Purchaser or Agent as determined interest payments made by a court European Borrower where the relevant Lender has ceased to be a Qualifying Lender only by reason of competent jurisdiction a change in a final treaty, law or regulation, or any changes in the interpretation or administration thereof by any Governmental Authority)) and all interest, penalties or similar liabilities with respect thereto (all such non-appealable judgment and (ix) penaltiesexcluded taxes, interest and additions levies, imposts, duties, fees, assessments or other charges being referred to Tax relating to any of the foregoing (all Taxes included in clauses (i) through (ix), the “Excluded Taxes”, and together with the Tax Liabilities, the collectively as “Taxes”)) unless the applicable withholding agent is compelled by law to make payment subject to such Tax Liabilities. If any applicable withholding agent Borrower shall be required by law to deduct any such Tax Liabilities Taxes from or in respect of any sum payable hereunder or under any other Loan Document to Agent any Lender or any PurchaserAgent, then (i) the sum payable hereunder shall be increased as may be necessary so that, after making all required deductionsdeductions (including deductions applicable to additional sums payable pursuant to this Section 1.9), such Lender or Agent or such Purchaser (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) Borrower shall make such deductions, (iii) Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law, and (iv) Borrower shall furnish to the Agent the original copy of a receipt evidencing payment thereof within 30 days after such payment is made.

No Deductions. (i) Any and all payments or reimbursements made hereunder shall be made free and clear of and without deduction for any and all taxes, levies, imposts, deductions, charges or with the Borrowerwithholdings, and all liabilities with respect thereto thereto; excluding, however, the following: taxes imposed on (or measured by) the income of Agent or any Lender or franchise taxes imposed by the jurisdiction under the laws of which Agent or any Lender is organized or doing business or any political subdivision thereof and taxes imposed on (or measured by) its income by the jurisdiction of Agent's or such Lender's applicable lending office or any political subdivision thereof or franchise taxes (all such taxes, levies, imposts, deductions, charges or with the Borrower withholdings and all liabilities with respect thereto referred to excluding such income or franchise taxes, herein as “"Tax Liabilities”; excluding, however, (i) Taxes imposed on or measured by the net income (however denominated"), franchise and branch profits Taxes of any Purchaser or Agent by the jurisdiction under the laws of which Agent or such Purchaser is organized or doing business or any political subdivision thereof, (ii) Taxes imposed on or measured by the net income (however denominated), franchise and branch profits Taxes of any Purchaser or Agent by the jurisdiction of such Purchaser’s or Agent’s applicable lending office (or relevant office for receiving payments from or on account of the Borrower or making funds available to or for the benefit of the Borrower) or any political subdivision, (iii) U.S. federal withholding Taxes that are (or would be) required to be withheld on amounts payable to or for the account of any Purchaser or Agent pursuant to a law in effect on the date on which (A) such Purchaser acquires an interest in the Notes or such Agent becomes Agent or (B) such Purchaser changes its office for receiving payments by or on account of the Borrower or making funds available to or for the benefit of the Borrower, except in each case to the extent that, pursuant to Section 2.7, amounts with respect to such Taxes were payable either to such Agent or Purchaser’s predecessor immediately before such Purchaser or Agent became a party hereto or to such Agent or Purchaser immediately before it changed its office for receiving payments by or on account of the Borrower or making funds available to or for the benefit of the Borrower, (iv) Taxes attributable to such recipient’s failure to comply with Section 2.7, (v) U.S. backup withholding Taxes, (vi) Taxes imposed under FATCA on any Purchaser or Agent, (vii) Taxes imposed by a jurisdiction as a result of any connection between the recipient and such jurisdiction other than any connection arising solely from (and that would not have existed but for) executing, delivering, being a party to, engaging in any transactions pursuant to, performing its obligations under or enforcing any Note Document, (viii) Taxes resulting from the gross negligence or willful misconduct of the Purchaser or Agent as determined by a court of competent jurisdiction in a final non-appealable judgment and (ix) penalties, interest and additions to Tax relating to any of the foregoing (all Taxes included in clauses (i) through (ix), the “Excluded Taxes”, and together with the Tax Liabilities, the “Taxes”)) unless the applicable withholding agent is compelled by law to make payment subject to such Tax Liabilities. If any applicable withholding agent Borrower shall be required by law to deduct any such Tax Liabilities from or in respect of any sum payable hereunder to Agent or any PurchaserLender, then the sum payable hereunder shall be increased as may be necessary so that, after making all required deductionsdeductions are made, Agent or such Purchaser Lender receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that Borrower shall not be required to -------- ------- increase any such amounts payable to any Lender with respect to any Tax Liabilities that are attributable to such Lender's failure to comply with the requirements of paragraph (ii) of this Section 2.14. (ii) Each Lender or transferee that is not a citizen or resident of the United States, a corporation, partnership or other entity created or organized in or under the laws of the United States (or any jurisdiction thereof), or any estate or trust that is subject to federal income taxation regardless of the source of its income (a "Non-U.S. Lender") shall deliver to the Borrower and the Agent two copies of either U.S. Internal Revenue Service Form W-8BEN (or successor form) or Form W-8ECI (or successor form) claiming complete or partial exemption from U.S. federal withholding tax on all payments from the Borrower under this Agreement. Such forms shall be delivered by each Non-U.S. Lender on or before the date it becomes a party to this Agreement. In addition, each Non-U.S. Lender agrees to provide to the Borrower and the Agent a new Form W-8BEN or W-8ECI upon the obsolescence or inapplicability of any previously delivered form and comparable statements in accordance with applicable United States laws and regulations and amendments duly executed and completed, and to comply with all applicable United States laws and regulations with regard to such withholding tax exemption. (iii) If any Lender or the Agent receives a refund in respect of any amounts paid by the Borrower pursuant to this Section 2.14, which refund in the good faith judgment of such Lender or Agent is allocable to such payment, it shall promptly notify the Borrower of such refund and shall, within 30 days after receipt, repay such refund to the Borrower net of all out-of-pocket expenses of such Lender or the Agent; provided, however, that the Borrower, upon the request of such Lender or the Agent, agrees to repay the amount paid over to the Borrower to such Lender or the Agent in the event such Lender or the Agent is required to repay such refund.

No Deductions. Any Subject to the immediately succeeding sentences and Section 1.12(e) below, any and all payments or reimbursements made hereunder hereunder, under the Notes or under any other Loan Document shall be made free and clear of and without deduction for any and all Charges, taxes, levies, imposts, deductions, charges deductions or with the Borrowerwithholdings, and all liabilities with respect thereto (all of any nature whatsoever imposed by any taxing authority, excluding such Charges, taxes, levies, imposts, deductions, charges deductions or with withholdings to the Borrower and all liabilities with respect thereto referred to herein as “Tax Liabilities”; excluding, however, (i) Taxes extent imposed on Agent’s or measured by the a Lender’s net income (however denominated), including franchise and branch profits Taxes taxes imposed in lieu of any Purchaser or Agent net income taxes) by the jurisdiction under the laws of in which Agent or such Purchaser Lender is organized or doing is engaged in business or any political subdivision thereof, (ii) Taxes imposed on or measured by the net income (however denominated), franchise and branch profits Taxes of any Purchaser or Agent by including the jurisdiction of such Purchaser’s or Agent’s applicable in which a lending office (or relevant office for receiving payments from or on account of the Borrower or making funds available to or for the benefit of the Borroweris located) or any political subdivision, (iii) U.S. federal withholding Taxes that are (or would be) required to be withheld on amounts payable to or for the account of any Purchaser or Agent pursuant to a law in effect on the date on which (A) such Purchaser acquires an interest in the Notes or such Agent becomes Agent or (B) such Purchaser changes its office for receiving payments by or on account of the Borrower or making funds available to or for the benefit of the Borrower, except in each case to the extent that, pursuant to Section 2.7, amounts with respect to such Taxes were payable either to such Agent or Purchaser’s predecessor immediately before such Purchaser or Agent became a party hereto or to such Agent or Purchaser immediately before it changed its office for receiving payments by or on account of the Borrower or making funds available to or for the benefit of the Borrower, (iv) Taxes attributable to such recipient’s failure to comply with Section 2.7, (v) U.S. backup withholding Taxes, (vi) Taxes imposed under FATCA on any Purchaser or Agent, (vii) Taxes imposed by a jurisdiction as a result of any a present connection between the recipient Lender or Agent and such the jurisdiction of a taxing authority (other than any connection arising solely from having executed, delivered or performed its obligation or received any payments hereunder or any other Loan Document) (and that would not have existed but for) executing, delivering, being a party to, engaging in any transactions pursuant to, performing its obligations under or enforcing any Note Document, (viii) Taxes resulting from the gross negligence or willful misconduct of the Purchaser or Agent as determined by a court of competent jurisdiction in a final non-appealable judgment and (ix) penalties, interest and additions to Tax relating to any of the foregoing (all Taxes included in clauses (i) through (ix), the “Excluded Taxes”). Except as otherwise provided in this Section 1.12, and together with the Tax Liabilities, the “Taxes”)) unless the applicable withholding agent is compelled by law to make payment subject to such Tax Liabilities. If if any applicable withholding agent Credit Party shall be required by current or future law to deduct any such Tax Liabilities amounts from or in respect of any sum payable hereunder or under any other Loan Document to Agent any Lender or any PurchaserAgent, then the sum payable hereunder shall be increased as may be necessary so that, after making all required deductions, such Lender or Agent or such Purchaser receives an amount equal to the sum it would have received had no such deductions been made. All required deductions shall be complied with and paid over to the relevant taxing authority or other Governmental Authority in accordance with applicable law. No Credit Party shall have any obligation to increase the sum payable hereunder or under any other Loan Document (or pay additional amounts) pursuant to this Section 1.12(a) with respect to any United States federal withholding taxes that are in effect and would apply to a payment hereunder or under any other Loan Document made to any Lender that are (i) required by any applicable law in effect when such Person became a Lender or (ii) applicable after such Lender changes its applicable lending office to an office outside the United States as of the date of such change of the applicable lending office.

No Deductions. Any Except as otherwise required by law, any and all payments or reimbursements made hereunder or under any of the other Loan Documents shall be made free and clear of and without deduction for any and all Charges, taxes, levies, imposts, deductions, charges deductions or with the Borrowerwithholdings, and all liabilities with respect thereto of any nature whatsoever imposed by any taxing authority, excluding (all A) net income taxes, franchise taxes (imposed in lieu of net income taxes) and branch profits taxes, in each case imposed on Agent or any Lender as a result of a present or former connection between Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising from Agent’s or such Lender’s having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Loan Document ); (B) any taxes that are attributable to such Lender’s failure to comply with the requirements of Section 1.12(c), unless such failure is attributable to a change in law (or interpretation thereof) that becomes effective after the date such Lender becomes a party to this Agreement; or (C) any taxes, including withholding taxes imposed on amounts payable to a Lender that becomes a party to this Agreement at the time such Lender becomes a party, except to the extent that such Lender’s assignor was entitled, at the time of assignment, to receive additional amounts from the Borrower with respect to any Charges, taxes, levies, imposts, deductions, charges deductions or with the Borrower and all liabilities with respect thereto referred to herein as “Tax Liabilities”; excluding, however, withholdings (i) Taxes imposed on or measured by the net income (however denominated), franchise and branch profits Taxes of any Purchaser or Agent by the jurisdiction under the laws of which Agent or such Purchaser is organized or doing business or any political subdivision thereof, (ii) Taxes imposed on or measured by the net income (however denominated), franchise and branch profits Taxes of any Purchaser or Agent by the jurisdiction of such Purchaser’s or Agent’s applicable lending office (or relevant office for receiving payments from or on account of the Borrower or making funds available to or for the benefit of the Borrower) or any political subdivision, (iii) U.S. federal withholding Taxes that are (or would be) required to be withheld on amounts payable to or for the account of any Purchaser or Agent other than those excluded pursuant to a law in effect on the date on which clause (A) such Purchaser acquires an interest in the Notes or such Agent becomes Agent or clause (B) such Purchaser changes its office for receiving payments by or on account of the above). If Borrower or making funds available to or for the benefit of the Borrower, except in each case to the extent that, pursuant to Section 2.7, amounts with respect to such Taxes were payable either to such Agent or Purchaser’s predecessor immediately before such Purchaser or Agent became a party hereto or to such Agent or Purchaser immediately before it changed its office for receiving payments by or on account of the Borrower or making funds available to or for the benefit of the Borrower, (iv) Taxes attributable to such recipient’s failure to comply with Section 2.7, (v) U.S. backup withholding Taxes, (vi) Taxes imposed under FATCA on any Purchaser or Agent, (vii) Taxes imposed by a jurisdiction as a result of any connection between the recipient and such jurisdiction other than any connection arising solely from (and that would not have existed but for) executing, delivering, being a party to, engaging in any transactions pursuant to, performing its obligations under or enforcing any Note Document, (viii) Taxes resulting from the gross negligence or willful misconduct of the Purchaser or Agent as determined by a court of competent jurisdiction in a final non-appealable judgment and (ix) penalties, interest and additions to Tax relating to any of the foregoing (all Taxes included in clauses (i) through (ix), the “Excluded Taxes”, and together with the Tax Liabilities, the “Taxes”)) unless the applicable withholding agent is compelled by law to make payment subject to such Tax Liabilities. If any applicable withholding agent Credit Party shall be required by law to deduct any such Tax Liabilities Charges, taxes, levies, imposts, deductions or withholdings (other than those excluded pursuant to clause (A), clause (B) or clause (C) above) from or in respect of any sum payable hereunder or under any other Loan Document to Agent any Lender or any PurchaserAgent, then the sum payable hereunder or under any other Loan Document shall be increased as may be necessary so that, after making all required deductions, such Lender or Agent or such Purchaser receives an amount equal to the sum it would have received had no such deductions been made.

No Deductions. Any and all payments or reimbursements made by Borrowers hereunder shall be made free and clear of and without deduction for any and all taxes, levies, imposts, deductions, charges or with the Borrowerwithholdings, and all liabilities with respect thereto thereto; excluding, however, the following: (i) taxes imposed on or measured by the income of Agent or any Lender or franchise taxes imposed by the jurisdiction under the laws of which Agent or any Lender is organized or doing business or any political subdivision thereof; (ii) taxes imposed on or measured by the income of Agent or such Lender by the jurisdiction of Agent's or such Lender's applicable lending office or any political subdivision thereof or franchise taxes; (iii) taxes imposed solely by reason of the failure of such Person to comply with its obligations under subsection 2.12.2 or subsection 11.9.4; (iv) taxes imposed by way of withholding on net or gross income, but not excluding such taxes arising as a result of a change in applicable law occurring after (A) the date that such Person became a party to this Agreement, or (B) with respect to an assignment, acquisition, grant of a participation or the appointment of a successor Agent, the effective date of such assignment, acquisition, participation or appointment, except to the extent that such Person's predecessor was entitled to such amounts, or (C) with respect to the designation of a new lending office, the effective date of such designation, except to the extent such Person was entitled to receive such amounts with respect to its previous lending office; and (v) taxes resulting from such Person's gross negligence or willful misconduct (all such non-excluded taxes, levies, imposts, deductions, charges or with the Borrower withholdings and all liabilities with respect thereto referred to thereto, herein as “"Tax Liabilities”; excluding, however, (i) Taxes imposed on or measured by the net income (however denominated"), franchise and branch profits Taxes of any Purchaser or Agent by the jurisdiction under the laws of which Agent or such Purchaser is organized or doing business or any political subdivision thereof, (ii) Taxes imposed on or measured by the net income (however denominated), franchise and branch profits Taxes of any Purchaser or Agent by the jurisdiction of such Purchaser’s or Agent’s applicable lending office (or relevant office for receiving payments from or on account of the Borrower or making funds available to or for the benefit of the Borrower) or any political subdivision, (iii) U.S. federal withholding Taxes that are (or would be) required to be withheld on amounts payable to or for the account of any Purchaser or Agent pursuant to a law in effect on the date on which (A) such Purchaser acquires an interest in the Notes or such Agent becomes Agent or (B) such Purchaser changes its office for receiving payments by or on account of the Borrower or making funds available to or for the benefit of the Borrower, except in each case to the extent that, pursuant to Section 2.7, amounts with respect to such Taxes were payable either to such Agent or Purchaser’s predecessor immediately before such Purchaser or Agent became a party hereto or to such Agent or Purchaser immediately before it changed its office for receiving payments by or on account of the Borrower or making funds available to or for the benefit of the Borrower, (iv) Taxes attributable to such recipient’s failure to comply with Section 2.7, (v) U.S. backup withholding Taxes, (vi) Taxes imposed under FATCA on any Purchaser or Agent, (vii) Taxes imposed by a jurisdiction as a result of any connection between the recipient and such jurisdiction other than any connection arising solely from (and that would not have existed but for) executing, delivering, being a party to, engaging in any transactions pursuant to, performing its obligations under or enforcing any Note Document, (viii) Taxes resulting from the gross negligence or willful misconduct of the Purchaser or Agent as determined by a court of competent jurisdiction in a final non-appealable judgment and (ix) penalties, interest and additions to Tax relating to any of the foregoing (all Taxes included in clauses (i) through (ix), the “Excluded Taxes”, and together with the Tax Liabilities, the “Taxes”)) unless the applicable withholding agent is compelled by law to make payment subject to such Tax Liabilities. If any applicable withholding agent Borrower shall be required by law to deduct any such Tax Liabilities from or in respect of any sum payable hereunder to Agent or any PurchaserLender, then the sum payable hereunder shall be increased as may be necessary so that, after making all required deductionsdeductions are made, Agent or such Purchaser Lender receives an amount equal to the sum it would have received had no such deductions been made.

No Deductions. 2.11.1 Any and all payments or reimbursements made hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all taxes, levies, imposts, deductions, charges or with the Borrowerwithholdings, and all liabilities with respect thereto thereto; excluding, however, the following: (x) taxes imposed on or measured by the net income of Administrative Agent or any Lender or franchise taxes by the United States or by the jurisdiction under the laws of which Administrative Agent or any Lender is organized or doing business or any political subdivision thereof and (y) taxes imposed on or measured by its net income by the jurisdiction of Administrative Agent’s or such Lender’s applicable lending office or any political subdivision thereof or franchise taxes (all such taxes, levies, imposts, deductions, charges or with the Borrower withholdings and all liabilities with respect thereto referred to excluding such taxes imposed on net income, herein as “Tax Liabilities”; excluding, however, (i) Taxes imposed on or measured by the net income (however denominated), franchise and branch profits Taxes of any Purchaser or Agent by the jurisdiction under the laws of which Agent or such Purchaser is organized or doing business or any political subdivision thereof, (ii) Taxes imposed on or measured by the net income (however denominated), franchise and branch profits Taxes of any Purchaser or Agent by the jurisdiction of such Purchaser’s or Agent’s applicable lending office (or relevant office for receiving payments from or on account of the Borrower or making funds available to or for the benefit of the Borrower) or any political subdivision, (iii) U.S. federal withholding Taxes that are (or would be) required to be withheld on amounts payable to or for the account of any Purchaser or Agent pursuant to a law in effect on the date on which (A) such Purchaser acquires an interest in the Notes or such Agent becomes Agent or (B) such Purchaser changes its office for receiving payments by or on account of the Borrower or making funds available to or for the benefit of the Borrower, except in each case to the extent that, pursuant to Section 2.7, amounts with respect to such Taxes were payable either to such Agent or Purchaser’s predecessor immediately before such Purchaser or Agent became a party hereto or to such Agent or Purchaser immediately before it changed its office for receiving payments by or on account of the Borrower or making funds available to or for the benefit of the Borrower, (iv) Taxes attributable to such recipient’s failure to comply with Section 2.7, (v) U.S. backup withholding Taxes, (vi) Taxes imposed under FATCA on any Purchaser or Agent, (vii) Taxes imposed by a jurisdiction as a result of any connection between the recipient and such jurisdiction other than any connection arising solely from (and that would not have existed but for) executing, delivering, being a party to, engaging in any transactions pursuant to, performing its obligations under or enforcing any Note Document, (viii) Taxes resulting from the gross negligence or willful misconduct of the Purchaser or Agent as determined by a court of competent jurisdiction in a final non-appealable judgment and (ix) penalties, interest and additions to Tax relating to any of the foregoing (all Taxes included in clauses (i) through (ix), the “Excluded Taxes”, and together with the Tax Liabilities, the “Taxes”)) unless the applicable withholding agent is compelled by law to make payment subject to such Tax Liabilities. If any applicable withholding agent Borrower shall be required by law to deduct any such Tax Liabilities from or in respect of any sum payable or reimbursable hereunder or under any other Loan Document to Administrative Agent or any PurchaserLender, then (x) the sum so payable hereunder or reimbursable shall be increased as may be necessary so that, after making all required deductionsdeductions are made, Administrative Agent or such Purchaser Lender receives an amount equal to the sum it would have received had no such deductions been made, (y) such Borrower shall make such deductions and pay the full amount deducted to the relevant taxing authority or other authority in accordance with applicable law and (z) such Borrower shall deliver to Administrative Agent evidence of such payment. 2.11.2 In addition each Borrower agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies of the United States or any political subdivision thereof or any applicable foreign jurisdiction, and all liabilities with respect thereto, which arise from any payment made under any Loan Document or from the execution, delivery or registration of, or otherwise with respect to, any Loan Document (collectively, “Other Taxes”). 2.11.3 Borrowers shall jointly and severally indemnify Administrative Agent and each Lender for the amount of Tax Liabilities and Other Taxes (including any Tax Liabilities or Other Taxes imposed by any jurisdiction on amounts payable under this subsection 2.11) paid by Administrative Agent or such Lender (as the case may be) and any liability (including for penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Tax Liabilities or Other Taxes were correctly or legally asserted. This indemnification payment shall be made within 30 days from the date Administrative Agent or such Lender (as the case may be) makes written demand therefor. 2.11.4 Each Lender that is organized under the laws of any jurisdiction other than the United States or any state or political subdivision thereof agrees (i) to furnish to Administrative Agent and Borrowers (x) either IRS Form W-8BEN or IRS Form W-8ECI, in each case certifying such Lender’s entitlement to a complete exemption from, or a reduced rate of, United States federal withholding tax on all payments made hereunder or under any other Loan Document, (y) to the extent that such Lender does not act or ceases to act for its own account with respect to any portion of any amounts paid or payable to such Lender hereunder or under any other Loan Document, IRS Form W-8IMY together with any information such Lender chooses to transmit with such form, and any other certificate or statement required under applicable United States laws and regulations, to establish that such Lender is not acting for its own account with respect to a portion of any such amounts paid or payable to such Lender or (z) any other form, certificate or document prescribed by the IRS certifying as to such Lender’s entitlement to complete exemption from, or a reduced rate of, United States federal withholding tax on all payments made hereunder or under any other Loan Document, (ii) to provide to Administrative Agent and Borrowers new forms upon the obsolescence of any previously delivered forms and comparable statements in accordance with applicable United States laws and regulations and amendments, duly executed and completed by such Lender, and (iii) to comply from time to time with all applicable United States laws and regulations with regard to such withholding tax exemption or reduction in withholding tax rate. Notwithstanding any other provision of this subsection 2.11.4, no Lender that is organized under the laws of any jurisdiction other than the United States or any state or political subdivision thereof shall be required to deliver after the date such Lender became a party to this Agreement any form, certificate, document or statement pursuant to this subsection 2.11.4 that such Lender is not legally entitled to deliver. 2.11.5 Notwithstanding anything to the contrary contained in subsection 2.11.1, (i) each Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold Tax Liabilities 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 that is organized under the laws of any jurisdiction other than the United States or any state or political subdivision thereof to the extent that such Lender has not provided to such Borrower IRS forms that establish entitlement to a complete exemption from, or a reduced rate of, United States federal withholding tax (and each Borrower hereby agrees to give Administrative Agent prompt written notice in the event that it is required to so deduct or withhold) and (ii) Borrowers shall not be obligated pursuant to subsection 2.11.1 hereof to pay additional amounts to any Lender that is organized under the laws of any jurisdiction other than the United States or any state or political subdivision thereof in respect of Tax Liabilities imposed by the United States to the extent that (x) the obligation to pay such additional amounts would not have arisen but for the failure of such Lender to comply with the requirements of subsection 2.11.4 or (y) the obligation to pay such additional amounts does not result from a change in applicable laws (including applicable statutes, regulations, administrative interpretations, judicial decisions and treaties) occurring after the date on which such Lender became a party to this Agreement. 2.11.6 Within 30 days after the date of any payment of Tax Liabilities or Other Taxes, the relevant Borrower shall furnish to Administrative Agent the original or a certified copy of a receipt (or any other form, certificate or document reasonably acceptable to Administrative Agent) evidencing payment thereof. 2.11.7 Without prejudice to the survival of any other agreement of any Borrower hereunder, the agreements and obligations of Borrowers contained in this subsection 2.11 shall survive the termination of this Agreement and the payment in full of the Obligations. 2.11.8 If any Lender determines, in its sole discretion, that it has actually received a refund in respect of any Tax Liabilities with respect to which any Borrower has paid additional amounts to such Lender pursuant to subsection 2.11.1, such Lender shall promptly notify Administrative Agent and pay such refund over to the Borrower Representative (but only to the extent of additional amounts paid by the relevant Borrower under subsection 2.11.1 with respect to Tax Liabilities giving rise to such refund), on an after-tax basis, net of all expenses incurred by such Lender in connection with obtaining such refund and without interest; provided, that Borrower Representative, upon the request of such Lender, shall repay to such Lender the amount previously paid over to Borrower Representative (plus any penalties, interest or other charges imposed by the relevant taxing authority) in the event that such Lender is required to repay such refund to such taxing authority. Nothing in this subsection 2.11.8 shall interfere with the right of any Lender to arrange its tax affairs in whatever manner it deems fit or require any Lender to disclose to Borrower Representative, any Borrower or any other Person any information or any computations relating to its tax affairs. (a) If Administrative Agent or any Lender claims reimbursement or compensation under this subsection 2.11, Administrative Agent shall determine the amount thereof and shall deliver to Borrower Representative (with, if applicable, a copy to the affected Lender) a statement setting forth in reasonable detail the amount payable to Administrative Agent or the affected Lender, and such statement shall be conclusive and binding on Borrowers in the absence of manifest error. Failure or delay on the part of Administrative Agent or any Lender to demand compensation pursuant to this subsection 2.11 shall not constitute a waiver of Administrative Agent’s or such Lender’s right to demand such compensation; provided that Borrowers shall not be required to compensate Administrative Agent or a Lender pursuant to this subsection 2.11 for any Tax Liabilities, Other Taxes or additional amounts incurred more than 180 days prior to the date that Administrative Agent or such Lender, as the case may be, notifies Borrower Representative of its intention to claim compensation under this subsection; provided further that, if the circumstances giving rise to such claim are retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (b) If a Lender claims any compensation pursuant to this subsection 2.11, then (a) such Lender shall use reasonable efforts (consistent with legal and regulatory restrictions) to designate a different lending office or to file any statement or document reasonably requested by Borrowers if the making of such designation or filing would avoid the need for, or reduce the amount of, any such amounts and would not, in the sole discretion of such Lender, be otherwise disadvantageous to such Lender and (b) at Borrowers’ request, Administrative Agent or an Eligible Assignee reasonably acceptable to Administrative Agent and Borrowers shall have the right (but not the obligation) to purchase from such Lender, and each such Lender shall, upon such request, sell and assign to Administrative Agent or such Eligible Assignee, all of such Lender’s outstanding Loan Commitments hereunder. Such sale and assignment shall be consummated promptly after Administrative Agent has arranged for a purchase by Administrative Agent or an Eligible Assignee pursuant to an Assignment and Assumption Agreement, and at a price equal to the outstanding principal balance of such Lender’s Loans, plus accrued interest and fees, without premium or discount.