Common use of No Offset, etc Clause in Contracts

No Offset, etc. All payments by the Borrower hereunder and under any of the other Loan Documents shall be made without recoupment, setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Borrower is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Borrower with respect to any amount payable by it hereunder or under any of the other Loan Documents, the Borrower will pay to the Administrative Agent, for the account of the Lenders or (as the case may be) the Administrative Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Lenders or the Administrative Agent to receive the same net amount which the Lenders or the Administrative Agent would have received on such due date had no such obligation been imposed upon the Borrower. The Borrower will deliver promptly to the Administrative Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Borrower hereunder or under such other Loan Document. Each Lender claiming any additional amounts payable under this §5.2.2 agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to execute and deliver all such documents and instruments as the Borrower shall reasonably request or to change the jurisdiction of its applicable lending office if the execution of such documents or the making of such a change would avoid the need for or substantially reduce the amount of additional amounts which would thereafter accrue and would not, in the sole and absolute determination of such Lender, be otherwise disadvantageous to such Lender, which determination by such Lender shall be conclusive. The Borrower shall not be liable for taxes paid by the Administrative Agent or any Lender that are based upon the Administrative Agent’s or such Lender’s net income or for any withholdings required to be made pursuant to applicable law that are credited against taxes based on the Administrative Agent’s or such Lender’s net income.

No Offset, etc. All payments by the Borrower hereunder and under any of the other Loan Documents shall be made without recoupment, setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless excluding (A) income and franchise taxes imposed on (or measured by) the net income or profits of any Lender or the Administrative Agent by the jurisdictions under the laws of which the Administrative Agent or any Lender is organized or any political subdivision thereof, or by the jurisdictions in which the Administrative Agent or such Lender is located or any political subdivision thereof, or by the jurisdictions in which the Administrative Agent or such Lender is doing business or any political subdivision thereof and (B) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction described in clause (A) above unless, in each case, the Borrower is compelled by law to make such deduction or withholdingwithholding (such non-excluded items referred to as “Non-Excluded Taxes”). If any such obligation is Non-Excluded Taxes are imposed upon the Borrower with respect to any amount payable by it hereunder or under any of the other Loan Documents, the Borrower will pay to the Administrative Agent, for the account of the Lenders or (as the case may be) the Administrative Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Lenders or the Administrative Agent to receive the same net amount which the Lenders or the Administrative Agent would have received on such due date had no such obligation been imposed upon the Borrower; 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 any such Non-Excluded Taxes that are attributable to (i) such Administrative Agent’s or Lender’s failure to comply with the provisions of §6.3.3 or (ii) that are withholding taxes imposed on the amounts payable to such Administrative Agent or such Lender at the time such Administrative Agent or Lender becomes a party to this Credit Agreement, except to the extent that such Lender’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts from the Borrower with respect to such obligation pursuant to this §6.3.2; provided, further, that the foregoing shall not relieve the Borrower of its obligation to pay Non-Excluded Taxes in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in interpretation, administration or application thereof, a Non-U.S. Lender that was previously entitled to receive all payments under this Credit Agreement and any Note without deduction or withholding of any United States federal income taxes is no longer properly entitled by law to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding. The Borrower will deliver promptly to the Administrative Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Borrower hereunder or under such other Loan Document. Each Lender claiming any additional amounts payable under this §5.2.2 agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to execute and deliver all such documents and instruments as the Borrower shall reasonably request or to change the jurisdiction of its applicable lending office if the execution of such documents or the making of such a change would avoid the need for or substantially reduce the amount of additional amounts which would thereafter accrue and would not, in the sole and absolute determination of such Lender, be otherwise disadvantageous to such Lender, which determination by such Lender shall be conclusive. The Borrower shall not be liable for taxes paid by the Administrative Agent or any Lender that are based upon the Administrative Agent’s or such Lender’s net income or for any withholdings required to be made pursuant to applicable law that are credited against taxes based on the Administrative Agent’s or such Lender’s net income.

No Offset, etc. All payments by the Borrower Borrowers hereunder and under any of the other Loan Documents shall be made without recoupment, setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein Taxes unless the applicable Borrower is compelled by law to make such deduction or withholding. If any such obligation is Taxes are imposed upon the Borrower with respect to any amount payable by it a Borrower hereunder or under any of the other Loan Documents, the applicable Borrower will pay to the Administrative Agent, for the account of the Lenders or (as the case may be) the Administrative Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Lenders or the Administrative Agent to receive the same net amount which the Lenders or the Administrative Agent would have received on such due date had no such obligation Taxes been imposed upon the Borrowerimposed. The Borrower Borrowers will deliver promptly to the Administrative Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the either Borrower hereunder or under such other Loan Document. Each Borrower shall indemnify the Administrative Agent, each Lender claiming and the Issuing Bank, within ten (10) days after demand therefor, for the full amount of any additional Taxes imposed or asserted on or attributable to amounts payable under this §5.2.2 agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to execute and deliver all such documents and instruments as the Borrower shall reasonably request or to change the jurisdiction of its applicable lending office if the execution of such documents or the making of such a change would avoid the need for or substantially reduce the amount of additional amounts which would thereafter accrue and would not, in the sole and absolute determination of such Lender, be otherwise disadvantageous to such Lender, which determination by such Lender shall be conclusive. The Borrower shall not be liable for taxes Section paid by the Administrative Agent Agent, such Lender or the Issuing Bank, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to a Borrower by a Lender that are based upon or the Issuing Bank (with a copy to the Administrative Agent’s ), or such Lender’s net income or for any withholdings required to be made pursuant to applicable law that are credited against taxes based on by the Administrative Agent’s Agent on its own behalf or such Lender’s net incomeon behalf of a Lender or the Issuing Bank, shall be conclusive absent manifest error.

No Offset, etc. All payments by the Borrower hereunder and under any of the other Loan Documents shall be made without condition or deduction for any recoupment, defense, setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Borrower is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Borrower with respect to any amount payable by it hereunder or under any of the other Loan Documents, other than (a) with respect to taxes based upon the Administrative Agent’s or any Lender’s net income, or (b) with respect to amounts owing to a Lender that (i) is not incorporated under the laws of the United States of America or a state thereof and (ii) has not delivered to the Administrative Agent the forms referred to in §4.3.3 hereof, the Borrower will pay to the Administrative Agent, for the account of the Lenders or (as the case may be) the Administrative Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars or the applicable Alternative Currency as shall be necessary to enable the Lenders or the Administrative Agent to receive the same net amount which the Lenders or the Administrative Agent would have received on such due date had no such obligation been imposed upon the Borrower. The Borrower will deliver promptly to the Administrative Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Borrower hereunder or under such other Loan Document. Each Lender claiming any additional amounts payable under this §5.2.2 agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to execute and deliver all such documents and instruments as the Borrower shall reasonably request or to change the jurisdiction of its applicable lending office if the execution of such documents or the making of such a change would avoid the need for or substantially reduce the amount of additional amounts which would thereafter accrue and would not, in the sole and absolute determination of such Lender, be otherwise disadvantageous to such Lender, which determination by such Lender shall be conclusive. The Borrower shall not be liable for taxes paid by the Administrative Agent or any Lender that are based upon the Administrative Agent’s or such Lender’s net income or for any withholdings required to be made pursuant to applicable law that are credited against taxes based on the Administrative Agent’s or such Lender’s net income.

No Offset, etc. All payments by the Borrower hereunder and under any of the other Loan Documents shall be made without recoupment, setoff or counterclaim and free and clear of and without deduction or withholding for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein but excluding franchise taxes and other taxes imposed on or measured by any Lender’s net income, profits or receipts, in the case of each such exclusion as a result of a connection between such Lender and the relevant taxing jurisdiction other than solely by reason of such Lender having executed, delivered or performed its obligations under, or received payment under, or enforced this Credit Agreement or any other Loan Document (not including by having a lending or similar office in the relevant taxing jurisdiction such non-excluded item being called “Taxes”), unless the Borrower is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Borrower with respect to any amount payable by it hereunder or under any of the other Loan Documents, the Borrower will pay to the Administrative Agent, for the account of the Lenders or (as the case may be) the Administrative Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Lenders or the Administrative Agent to receive the same net amount which the Lenders or the Administrative Agent would have received on such due date had no such obligation been imposed upon the Borrower. The Borrower will deliver promptly to the Administrative Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Borrower hereunder or under such other Loan Document. Each Lender claiming any additional amounts payable under this §5.2.2 agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to execute and deliver all such documents and instruments as the Borrower shall reasonably request or to change the jurisdiction of its applicable lending office if the execution of such documents or the making of such a change would avoid the need for or substantially reduce the amount of additional amounts which would thereafter accrue and would not, in the sole and absolute determination of such Lender, be otherwise disadvantageous to such Lender, which determination by such Lender shall be conclusive. The Borrower shall not be liable for taxes paid by the Administrative Agent or any Lender that are based upon the Administrative Agent’s or such Lender’s net income or for any withholdings required to be made pursuant to applicable law that are credited against taxes based on the Administrative Agent’s or such Lender’s net income.

No Offset, etc. All payments by the Borrower Borrowers hereunder and under any of the other Loan Documents shall be made without recoupment, setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Borrower is Borrowers are compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Borrower Borrowers with respect to any amount payable by it them hereunder or under any of the other Loan Documents, the Borrower applicable Domestic Borrowers will pay to the Administrative Agent, applicable Canadian Lender in the case of a payment by the Canadian Borrower or the Agent for the account of the applicable Domestic Lenders or the Agent (as the case may be) be)(in the Administrative Agentcase of a payment by a Domestic Borrower), on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in U.S. Dollars or Canadian Dollars, as applicable, as shall be necessary to enable the applicable Lenders or the Administrative Agent to receive the same net amount which the such Lenders or the Administrative Agent would have received on such due date had no such obligation been imposed upon the BorrowerBorrowers. The Borrower Borrowers will deliver promptly to the Administrative Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Borrower Borrowers hereunder or under such other Loan Document. Each Lender claiming any additional amounts payable under this §5.2.2 agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to execute and deliver all such documents and instruments as the Borrower shall reasonably request or to change the jurisdiction of its applicable lending office if the execution of such documents or the making of such a change would avoid the need for or substantially reduce the amount of additional amounts which would thereafter accrue and would not, in the sole and absolute determination of such Lender, be otherwise disadvantageous to such Lender, which determination by such Lender shall be conclusive. The Borrower shall not be liable for taxes paid by the Administrative Agent or any Lender that are based upon the Administrative Agent’s or such Lender’s net income or for any withholdings required to be made pursuant to applicable law that are credited against taxes based on the Administrative Agent’s or such Lender’s net income.

No Offset, etc. All payments by the Borrower hereunder and under any of the other Loan Documents shall be made without recoupment, setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein with respect to such payments (but excluding any tax imposed on or measured by the net income, net profits or net worth of any Lender or the Administrative Agent and any franchise taxes imposed on any Lender or the Administrative Agent in each case as a result of a present or former connection between such Lender or Agent and such jurisdiction or any political subdivision or taxing authority thereof or therein (other than solely as a result of entering into this Credit Agreement or any of the other Loan Documents or performing any obligations, receiving payments or enforcing any rights hereunder or thereunder) or as a result of any Lender or the Administrative Agent not being a U.S. Person) unless the Borrower is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Borrower with respect to any amount payable by it hereunder or under any of the other Loan Documents, the Borrower will pay to the Administrative Agent, for the account of the Lenders or (as the case may be) the Administrative Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Lenders or the Administrative Agent to receive the same net amount which the Lenders or the Administrative Agent would have received on such due date had no such obligation been imposed upon the Borrower. The Borrower will deliver promptly to the Administrative Agent certificates or other valid vouchers reasonably available to it for all taxes or other charges deducted from or paid with respect to payments made by the Borrower hereunder or under such other Loan Document. Each Lender claiming any additional amounts payable under this §5.2.2 agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to execute and deliver all such documents and instruments as Notwithstanding the foregoing, the Borrower shall reasonably not be obligated to pay any additional amount pursuant to this Section 5.1.2 to any Lender or the Administrative Agent if such Lender or the Administrative Agent is not a U.S. Person and (a) is legally eligible but fails to comply with the requirements of Section 5.1.3 or (b) is not legally eligible to comply with the requirements of Section 5.1.3. If the Borrower is required to pay additional amounts to or for the account of any Lender pursuant to this Section 5.1.2, then such Lender will, at the request or to of the Borrower, change the jurisdiction of its applicable lending office if the execution of such documents change (i) would eliminate or the making of reduce any such a change would avoid the need for or substantially reduce the amount of additional amounts payment which would may thereafter accrue and would not(ii) is, in such Lender’s sole good faith discretion, determined not to be disadvantageous or cause non-immaterial hardship to such Lender; provided that any out-of-pocket costs or expenses that are incurred in connection with such change shall be borne by the sole and absolute determination Borrower on behalf of such Lender, be otherwise disadvantageous to such Lender, which determination by such . Each Lender shall be conclusive. The Borrower shall not be liable for taxes paid by and the Administrative Agent agrees that it will, to the extent not disadvantageous or any Lender causing non-immaterial hardship, (x) take all reasonable actions reasonably requested by the Borrower that are based upon consistent with all legal and regulatory restrictions applicable to it to maintain all exemptions, if any, available to it from withholding taxes (whether available by treaty or existing administrative waiver) and (y) otherwise cooperate with the Borrower to minimize any amounts payable by the Borrower under this Section 5.1.2; provided, however, that in each case, all out-of-pocket costs of each Lender and the Administrative Agent’s Agent relating to such action or such Lender’s net income or for any withholdings required to cooperation requested by the Borrower shall be made pursuant to applicable law that are credited against taxes based on borne by the Administrative Agent’s or such Lender’s net incomeBorrower.

No Offset, etc. All payments by the Borrower any Loan Party hereunder and under any of the other Loan Documents shall be made without recoupment, setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein therein, or any political subdivision thereof or taxing or other authority in any jurisdiction from or through which such Loan Party effects any payments hereunder, unless the Borrower such Loan Party is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Borrower any Loan Party with respect to any amount payable by it hereunder or under any of the other Loan Documents, the Borrower such Loan Party will pay to the Administrative Agent, for the account of the Lenders or (as the case may be) the Administrative Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Lenders or the Administrative Agent to receive the same net amount which the Lenders or the Administrative Agent would have received on such due date had no such obligation been imposed upon the Borrowersuch Loan Party. The Borrower Each Loan Party will deliver promptly to the Administrative Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Borrower such Loan Party hereunder or under such other Loan Document. Each Lender claiming any additional amounts payable under this §5.2.2 agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to execute and deliver all such documents and instruments as the Borrower shall reasonably request or to change the jurisdiction of its such Lender’s applicable lending office if the execution of such documents or the making of such a change would avoid the need for or substantially materially reduce the amount of additional amounts which would thereafter accrue be payable hereunder and would not, in the sole and absolute reasonable determination of such Lender, be otherwise materially disadvantageous to such Lender, which determination by such Lender . No Loan Party shall be conclusive. The Borrower shall not be liable under this §5.2.2 for or with respect to any taxes paid by the Administrative Agent or any Lender that are based upon the Administrative Agent’s or such Lender’s net income or for or with respect to any withholdings required to be made pursuant to applicable law that are may be credited against taxes based on the Administrative Agent’s or such Lender’s net income.

No Offset, etc. All payments by the Borrower Borrowers hereunder and under any of the other Loan Documents shall be made without recoupment, setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Borrower is Borrowers are compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Borrower Borrowers with respect to any amount payable by it Borrowers hereunder or under any of the other Loan Documents, the Borrower Borrowers will pay to the Administrative Agent, for the account of the Lenders or (as the case may be) the Administrative Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars (or, with respect to any Loan or Letter of Credit denominated in an Alternative Currency, in such Alternative Currency) as shall be necessary to enable the Lenders or the Administrative Agent to receive the same net amount which the Lenders or the Administrative Agent would have received on such due date had no such obligation been imposed upon the BorrowerBorrowers; provided, that no such additional amounts shall be payable in respect of (i) any taxes imposed on a Lender or (as the case may be) the Administrative Agent by reason of any connection between the Lender or (as the case may be) the Administrative Agent and the taxing jurisdiction other than entering into this Credit Agreement and receiving payments hereunder or (ii) any taxes imposed by reason of a Lender’s or (as the case may be) the Administrative Agent’s failure to comply with the provisions of Section 5.2.3. The Borrower Borrowers will deliver promptly to the Administrative Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Borrower Borrowers hereunder or under such other Loan Document. Each Lender claiming any additional amounts payable under this §5.2.2 agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to execute and deliver all such documents and instruments as the Borrower shall reasonably request or to change the jurisdiction of its applicable lending office if the execution of such documents or the making of such a change would avoid the need for or substantially reduce the amount of additional amounts which would thereafter accrue and would not, in the sole and absolute determination of such Lender, be otherwise disadvantageous to such Lender, which determination by such Lender shall be conclusive. The Borrower shall not be liable for taxes paid by the Administrative Agent or any Lender that are based upon the Administrative Agent’s or such Lender’s net income or for any withholdings required to be made pursuant to applicable law that are credited against taxes based on the Administrative Agent’s or such Lender’s net income.

No Offset, etc. All payments by the Borrower hereunder and under any of the other Loan Documents shall be made without recoupment, setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the a Borrower is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Borrower with respect to any amount payable by it hereunder or under any of the other Loan Documents, the Borrower will pay to the Administrative Agent, for the account of the Lenders or (as the case may be) the Administrative Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Lenders or the Administrative Agent to receive the same net amount which the Lenders or the Administrative Agent would have received on such due date had no such obligation been imposed upon the Borrower. The Borrower Loan Parties will deliver promptly to the Administrative Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Borrower hereunder or under such other Loan Document. Each Lender claiming any additional amounts payable under this §5.2.2 agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to execute and deliver all such documents and instruments as the Borrower shall reasonably request or to change the jurisdiction of its applicable lending office if the execution of such documents or the making of such a change would avoid the need for or substantially reduce the amount of additional amounts which would thereafter accrue and would not, in the sole and absolute determination of such Lender, be otherwise disadvantageous to such Lender, which determination by such Lender shall be conclusive. The Borrower shall not be liable for taxes paid by to the Administrative Agent or any Lender (such person a "Recipient") for (i) taxes that are based upon or measured by such Recipient's (or a branch’s (in the Administrative Agent’s or case of a branch of such Lender’s Recipient)) net income or net profit (including franchise Taxes imposed in lieu of such Taxes) or for any withholdings required to be made pursuant to applicable law that are credited against taxes based on such Recipient's net income or net profit, (ii) taxes imposed as a result of a present or former connection between such Recipient and the Administrative Agent’s jurisdiction imposing such taxes other than connections arising from such Recipient having executed this Agreement and having enforced or enjoyed its rights and performed its obligations under this Credit Agreement or any of the other Loan Documents, (iii) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (A) such Lender acquires such interest in the Loan or Commitment or (B) such Lender changes its lending office, except in each case to the extent that, pursuant to this §5.2.2, amounts with respect to such Taxes were payable either to such Lender’s net incomeassignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (iv) any U.S. federal withholding taxes imposed under FATCA and (v) taxes attributable to such Lender’s failure to provide the documentation required by Section 5.2.3.

No Offset, etc. All payments by the Borrower Borrowers hereunder and under any of the other Loan Documents shall be made without any condition, recoupment, setoff setoff, defense or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless (other than any such deductions or withholdings which the Borrower Borrowers are compelled by law to make on or with respect to, or measured by, the income of the Administrative Agent, any Lender, any assignee or any participant, including without limitation, franchise taxes imposed on or with respect to, or measured by, net income of such Person, in each case by any jurisdiction, subdivision thereof or taxing or other Governmental Authority therein in which the Administrative Agent, such Lender, such assignee or such participant is organized, has its principal place of business, maintains a lending office or is otherwise subject to tax) and other deductions, or withholdings which the Borrowers are compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Borrower Borrowers with respect to any amount payable by it them hereunder or under any of the other Loan Documents, the Borrower Borrowers will pay to the Administrative Agent, for the account of the Lenders or (as the case may be) the Administrative such Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in U.S. Dollars (or if such amount is interest on a Canadian Loan denominated in Canadian Dollars, the U.S. Dollar Equivalent thereof) as shall be necessary to enable the Lenders or the Administrative Agent to receive the same net amount which the Lenders or the Administrative Agent would have received on such due date had no such obligation been imposed upon the BorrowerBorrowers. The Borrower Borrowers will deliver promptly to the Administrative Agent certificates or other valid vouchers evidence reasonably acceptable to the Administrative Agent for all taxes or other charges deducted from or paid with respect to payments made by the Borrower Borrowers hereunder or under such other Loan Document. Each Lender claiming any additional amounts payable under this §5.2.2 agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to execute and deliver all such documents and instruments as the Borrower shall reasonably request or to change the jurisdiction of its applicable lending office if the execution of such documents or the making of such a change would avoid the need for or substantially reduce the amount of additional amounts which would thereafter accrue and would not, in the sole and absolute determination of such Lender, be otherwise disadvantageous to such Lender, which determination by such Lender shall be conclusive. The Borrower shall not be liable for taxes paid by the Administrative Agent or any Lender that are based upon the Administrative Agent’s or such Lender’s net income or for any withholdings required to be made pursuant to applicable law that are credited against taxes based on the Administrative Agent’s or such Lender’s net income.

No Offset, etc. (a) All payments by the Borrower hereunder and under any of the other Loan Documents shall be made (except as otherwise expressly provided in this ss.8.12.2) without recoupment, setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein (but excluding (i) any tax imposed on or measured by the net income or profits of a Bank pursuant to the laws of the jurisdiction in which it is organized or qualified to do business or the jurisdiction in which the principal office or applicable lending office of such Bank or Agent is located or any subdivision thereof or therein and (ii) any franchise taxes, branch taxes, taxes on doing business or taxes on the overall capital or net worth of any Bank or Agent pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Bank or Agent is located or any subdivision thereof or therein) unless the Borrower is compelled by law to make such deduction or withholdingwithholding (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any such obligation Tax is imposed upon the Borrower with respect to any amount payable by it hereunder or under any of the other Loan Documents, the Borrower will pay to the Administrative AgentAgents, for the account of the Lenders Banks or (as the case may be) the Administrative AgentAgents, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Lenders Banks or the Administrative Agent Agents to receive the same net amount which the Lenders Banks or the Administrative Agent Agents would have received on such due date had no such obligation been imposed upon the Borrower. The Borrower will deliver promptly to the Administrative Agent Agents certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Borrower hereunder or under such other Loan Document. Each Lender claiming any additional amounts payable under this §5.2.2 agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to execute and deliver all such documents and instruments as the Borrower shall reasonably request or to change the jurisdiction of its applicable lending office if the execution of such documents or the making of such a change would avoid the need for or substantially reduce the amount of additional amounts which would thereafter accrue and would not, in the sole and absolute determination of such Lender, be otherwise disadvantageous to such Lender, which determination by such Lender shall be conclusive. The Borrower shall not be liable for taxes paid by the Administrative Agent or any Lender that are based upon the Administrative Agent’s or such Lender’s net income or for any withholdings required to be made pursuant to applicable law that are credited against taxes based on the Administrative Agent’s or such Lender’s net income.

No Offset, etc. All payments by the Borrower hereunder and under any of the other Loan Documents shall be made without recoupment, setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein with respect to such payments (but excluding any tax imposed on or measured by the net income, net profits or net worth of any Lender or the Agent and any franchise taxes imposed on any Lender or the Agent in each case as a result of a present or former connection between such Lender or Agent and such jurisdiction or any political subdivision or taxing authority thereof or therein (other than solely as a result of entering into this Credit Agreement or any of the other Loan Documents or performing any obligations, receiving payments or enforcing any rights hereunder or thereunder) or as a result of any Lender or the Agent not being a U.S. Person) unless the Borrower is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Borrower with respect to any amount payable by it hereunder or under any of the other Loan Documents, the Borrower will pay to the Administrative Agent, for the account of the Lenders or (as the case may be) the Administrative Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Lenders or the Administrative Agent to receive the same net amount which the Lenders or the Administrative Agent would have received on such due date had no such obligation been imposed upon the Borrower. The Borrower will deliver promptly to the Administrative Agent certificates or other valid vouchers reasonably available to it for all taxes or other charges deducted from or paid with respect to payments made by the Borrower hereunder or under such other Loan Document. Each Lender claiming any additional amounts payable under this §5.2.2 agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to execute and deliver all such documents and instruments as the Borrower shall reasonably request or to change the jurisdiction of its applicable lending office if the execution of such documents or the making of such a change would avoid the need for or substantially reduce the amount of additional amounts which would thereafter accrue and would not, in the sole and absolute determination of such Lender, be otherwise disadvantageous to such Lender, which determination by such Lender shall be conclusive. The Borrower shall not be liable for taxes paid by the Administrative Agent or any Lender that are based upon the Administrative Agent’s or such Lender’s net income or for any withholdings required to be made pursuant to applicable law that are credited against taxes based on the Administrative Agent’s or such Lender’s net income.

No Offset, etc. All payments by the Borrower hereunder and under any of the other Loan Documents shall be made without recoupment, setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Borrower is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Borrower with respect to any amount payable by it hereunder or under any of the other Loan Documents, the Borrower will pay to the Administrative Agent, for the account of the Lenders Banks or (as the case may be) either of the Administrative Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Lenders Banks or either of the Administrative Agent to receive the same net amount which the Lenders Banks or either of the Administrative Agent would have received on such due date had no such obligation been imposed upon the Borrower; provided, however, the Borrower shall have no obligations to make any such payment to any Bank which is organized under the laws of any jurisdiction other than the United States or any state thereof in respect of United States federal withholding taxes unless such Bank shall have delivered to the Borrower a duly completed and executed IRS form 1001 or 4224 that shows complete exemption of such Bank from such withholding tax. The Borrower will deliver promptly to the Administrative Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Borrower hereunder or under such other Loan Document. Each Lender claiming any additional amounts payable under this §5.2.2 agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to execute and deliver all such documents and instruments as the Borrower shall reasonably request or to change the jurisdiction of its applicable lending office if the execution of such documents or the making of such a change would avoid the need for or substantially reduce the amount of additional amounts which would thereafter accrue and would not, in the sole and absolute determination of such Lender, be otherwise disadvantageous to such Lender, which determination by such Lender shall be conclusive. The Borrower shall not be liable for taxes paid by the Administrative Agent or any Lender that are based upon the Administrative Agent’s or such Lender’s net income or for any withholdings required to be made pursuant to applicable law that are credited against taxes based on the Administrative Agent’s or such Lender’s net income.

No Offset, etc. All payments by the Borrower Borrowers hereunder and under any of the other Loan Documents shall be made without recoupment, setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless (other than any such deductions or withholdings which the Borrower Borrowers are compelled by law to make on or with respect to, or measured by, the income of the Administrative Agent, any Lender, any assignee or any participant, including without limitation, franchise taxes imposed on or with respect to, or measured by, net income of such Person, in each case by any jurisdiction, subdivision thereof or taxing or other Governmental Authority therein in which the Administrative Agent, such Lender, such assignee or such participant is organized, has its principal place of business, maintains a lending office or is otherwise subject to tax) and other deductions, or withholdings which the Borrowers are compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Borrower Borrowers with respect to any amount payable by it them hereunder or under any of the other Loan Documents, the Borrower Borrowers will pay to the Administrative Agent, for the account of the Lenders or (as the case may be) the Administrative Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Lenders or the Administrative Agent to receive the same net amount which the Lenders or the Administrative Agent would have received on such due date had no such obligation been imposed upon the BorrowerBorrowers. The Borrower Borrowers will deliver promptly to the Administrative Agent certificates or other valid vouchers evidence reasonably acceptable to the Administrative Agent for all taxes or other charges deducted from or paid with respect to payments made by the Borrower Borrowers hereunder or under such other Loan Document. Each Lender claiming any additional amounts payable under this §5.2.2 agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to execute and deliver all such documents and instruments as the Borrower shall reasonably request or to change the jurisdiction of its applicable lending office if the execution of such documents or the making of such a change would avoid the need for or substantially reduce the amount of additional amounts which would thereafter accrue and would not, in the sole and absolute determination of such Lender, be otherwise disadvantageous to such Lender, which determination by such Lender shall be conclusive. The Borrower shall not be liable for taxes paid by the Administrative Agent or any Lender that are based upon the Administrative Agent’s or such Lender’s net income or for any withholdings required to be made pursuant to applicable law that are credited against taxes based on the Administrative Agent’s or such Lender’s net income.

No Offset, etc. All payments by the Borrower Borrowers hereunder and under any of the other Loan Documents shall be made without recoupment, setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless any of the Borrower Borrowers is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the a Borrower with respect to any amount payable by it hereunder or under any of the other Loan Documents, the such Borrower will make such deduction or withholding, will pay the full amount deducted or withheld to the applicable authority, and will also pay to the Administrative Agent, for the account of the Lenders or (as the case may be) ), the Issuing Bank, the applicable Fronting Bank or Banks or the Administrative Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Lenders Lenders, the Issuing Bank, the applicable Fronting Bank or Banks or the Administrative Agent (as the case may be) to receive the same net amount in the same currency which the Lenders Lenders, the Issuing Bank, the applicable Fronting Bank or Banks or the Administrative Agent would have received on such due date had no such obligation been imposed upon the such Borrower. The Each Borrower so affected will deliver promptly deliver, within thirty (30) days of any such deduction or payment, to the Administrative Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the such Borrower hereunder or under such other Loan Document. Each Lender claiming any additional amounts payable under this §5.2.2 agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to execute and deliver all such documents and instruments as the Borrower shall reasonably request or to change the jurisdiction of its applicable lending office if the execution of such documents or the making of such a change would avoid the need for or substantially reduce the amount of additional amounts which would thereafter accrue and would not, in the sole and absolute determination of such Lender, be otherwise disadvantageous to such Lender, which determination by such Lender shall be conclusive. The Borrower shall not be liable for taxes paid by the Administrative Agent or any Lender that are based upon the Administrative Agent’s or such Lender’s net income or for any withholdings required to be made pursuant to applicable law that are credited against taxes based on the Administrative Agent’s or such Lender’s net income.

No Offset, etc. All payments by the Borrower hereunder and under any of the other Loan Documents shall be made without recoupment, setoff or counterclaim and free and clear of and without deduction for any income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed imposed, levied or levied collected, withheld or assessed by any governmental authority, agency or instrumentality excluding, in the case of the Administrative Agent and each Bank, net income and franchise taxes imposed on the Administrative Agent or such Bank by the jurisdiction under the laws of which such Administrative Agent or such Bank is organized or any political subdivision thereof or taxing or other authority therein unless the Borrower is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Borrower with respect to any amount payable by it hereunder or under any of the other Loan Documents, the Borrower will pay to the Administrative Agent, for the account of the Lenders Banks or (as the case may be) the Administrative Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Lenders Banks or the Administrative Agent to receive the same net amount which the Lenders Banks or the Administrative Agent would have received on such due date had no such obligation been imposed upon the Borrower. The Borrower will deliver promptly to the Administrative Agent Agent, to the extent available, certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Borrower hereunder or under such other Loan Document. Each Lender claiming any , provided however that the foregoing obligation to pay such additional amounts payable under this §5.2.2 agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to execute and deliver all such documents and instruments as the Borrower shall reasonably request or to change the jurisdiction of its applicable lending office if the execution of such documents or the making of such a change would avoid the need for or substantially reduce the amount of additional amounts which would thereafter accrue and would not, in the sole and absolute determination of such Lender, be otherwise disadvantageous to such Lender, which determination by such Lender shall be conclusive. The Borrower shall not be liable for taxes paid by the Administrative Agent or any Lender that are based upon the Administrative Agent’s or such Lender’s net income or for any withholdings required to be made pursuant to applicable law that are credited against taxes based on the Administrative Agent’s or such Lender’s net income.apply:

No Offset, etc. All payments by the Borrower hereunder and under any of the other Loan Documents shall be made without recoupment, setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein (a "Governmental Authority") (excluding net income taxes and franchise taxes imposed in lieu of net income taxes imposed on the Agent or any Bank as a result of a present or former connection between the jurisdiction of the Governmental Authority imposing such tax and the Agent or such Bank (except a connection arising solely from the Agent or such Bank having executed, delivered or performed its obligations or received a payment under, or enforced, this Credit Agreement or the Revolving Credit Notes)) unless the Borrower is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Borrower with respect to any amount payable by it hereunder or under any of the other Loan Documents, the Borrower will pay to the Administrative Agent, for the account of the Lenders Banks or (as the case may be) the Administrative Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Lenders Banks or the Administrative Agent to receive the same net amount which the Lenders Banks or the Administrative Agent would have received on such due date had no such obligation been imposed upon the Borrower. The Borrower will deliver promptly to the Administrative Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Borrower hereunder or under such other Loan Document. Each Lender claiming In addition, to the extent any additional Bank receives a refund in respect of any taxes to which it has been indemnified by the Borrower pursuant to this §6.2 (and such Bank can determine, in its sole discretion and using any method which such Bank deems appropriate that all or any portion of such refund is allocable to any takes paid or indemnified by the Borrower under the Credit Agreement), it shall promptly repay such refund to the Borrower (to the extent of amounts payable that have been paid by the Borrower under this §5.2.2 6.2 with respect to such refund) of such Bank and without interest; provided, however, that the Borrower, upon the request of such Bank, agrees to use reasonable efforts return such refund (consistent with legal and regulatory restrictionsplus penalties, interest or other charges) to execute and deliver all such documents and instruments as Bank in the event such Bank is required to repay such refund for any reason whatsoever. Nothing contained in this §6.2 shall (a) entitle the Borrower shall reasonably request to inspect or to change the jurisdiction review any books or records of its applicable lending office if the execution of such documents any Bank or the making Agent; (b) require any Bank or the Agent to disclose any information concerning its tax position or any other information determined by any Bank or the Agent, in its sole discretion to be confidential or proprietary, (c) require any Bank or the Agent to establish procedures for allocating to specific transactions any tax savings or benefits attributable to payments in respect of such a change would avoid taxes of the need for type described in this §6.2 or substantially reduce (d) require any Bank or the Agent to disclose or detail the basis of any calculation of the amount of additional amounts which would thereafter accrue and would not, in the sole and absolute determination of such Lender, be otherwise disadvantageous to such Lender, which determination any tax savings or benefit obtained by such Lender shall be conclusive. The Borrower shall not be liable for taxes paid by Bank or the Administrative Agent or the basis of any Lender that are based upon the Administrative Agent’s or determination made by such Lender’s net income or for any withholdings required to be made pursuant to applicable law that are credited against taxes based on the Administrative Agent’s or such Lender’s net incomeBank under this paragraph.

No Offset, etc. All payments by the Borrower Borrowers hereunder and under any of the other Loan Documents shall be made without recoupment, setoff or counterclaim and free and clear of of, and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions deductions or conditions withholdings of any nature now or hereafter imposed imposed, levied, collected, withheld or levied collected by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless ("Non-Excluded Taxes"), excluding net income taxes, franchise taxes (imposed in lieu of net income taxes) and branch profits taxes imposed on the Borrower is compelled by law to make Administrative Agent or any Lender as a result of a present or former connection between the Administrative Agent or such deduction Lender and the jurisdiction or withholdingthe governmental authority imposing such tax or any political subdivision or taxing authority thereof or therein ("Excluded Taxes"). If any such obligation is imposed upon Non-Excluded Taxes are required to be withheld from any amounts payable to the Borrower with respect to Administrative Agent or any amount payable by it Lender hereunder or under any of the other Loan Documents, the Borrower Borrowers will pay to the Administrative Agent, for the account of the Lenders or (as the case may be) the Administrative Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars or at the Administrative Agent's option, Pounds Sterling or Euros, as shall be necessary to enable the Lenders Lenders, the Fronting Bank, the Issuing Bank or the Administrative Agent to receive the same net amount which the Lenders or the Administrative Agent would have received on such due date had no such obligation been imposed upon the BorrowerBorrowers, provided, however that the Borrowers shall be entitled to deduct and withhold and shall not be required to increase any such amounts payable to an Administrative Agent or Lender that is not a United States person defined in section 7701((A)(30) of the Code (a "NON-U.S. LENDER") for the amount of any incremental taxes, levies, imposts, duties, charges, fees, deductions or withholdings which result from failure by the Administrative Agent or Lender, as the case may be, to comply with the requirements of Section 4.3.3. The Borrower Borrowers will deliver promptly to the Administrative Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Borrower Borrowers hereunder or under such other Loan Document. Each Lender claiming any additional amounts payable under this §5.2.2 agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to execute and deliver all such documents and instruments as the Borrower shall reasonably request or to change indemnify the jurisdiction of its applicable lending office if the execution of such documents or the making of such a change would avoid the need Lenders for or substantially reduce the amount of additional amounts which would thereafter accrue any incremental taxes, interest and would not, in the sole and absolute determination of such Lender, be otherwise disadvantageous to such Lender, which determination by such Lender shall be conclusive. The Borrower shall not be liable for taxes paid penalties that may become payable by the Administrative Agent or the Lender as a result of any Lender that are based upon the Administrative Agent’s failure by such Borrower to pay any Non-Excluded taxes as required by this provision, and any taxes levied or imposed with respect to any indemnity payment made under this provision. Any such Lender’s net income or for any withholdings required to indemnification payment shall be made pursuant to applicable law that are credited against taxes based on within (30)Business days after the Administrative Agent’s date a Lender makes written demand therefor. Each Borrower's obligations under this provision shall survive payment or such Lender’s net incomesatisfaction in full of all other Obligations.

No Offset, etc. All payments by the Borrower hereunder and under any of the other Loan Documents shall be made without recoupment, setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loansLoan, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Borrower is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Borrower with respect to any amount payable by it hereunder or under any of the other Loan Documents, the Borrower will pay to the Administrative Agent, for the account of the Lenders or (as the case may be) the Administrative AgentLender, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Lenders or the Administrative Agent Lender to receive the same net amount which the Lenders or the Administrative Agent Lender would have received on such due date had no such obligation been imposed upon the BorrowerBorrower (except for any amount deducted or withheld with respect to tax on the income of Lender). The Borrower will deliver promptly to the Administrative Agent Lender certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Borrower hereunder or under such other Loan Document. Each Lender claiming shall reimburse Borrower upon its receipt of a refund from any additional amounts payable under this §5.2.2 agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to execute and deliver all such documents and instruments as Charging Authority in respect of a deduction or withholding by the Borrower shall reasonably request or to change the jurisdiction of its applicable lending office if the execution of such documents or the making of such a change would avoid the need for or substantially reduce the amount of additional amounts which would thereafter accrue and would not, in the sole and absolute determination of such Lender, be otherwise disadvantageous paid to such Lender, Charging Authority and for which determination by such the Borrower made Lender shall be conclusive. The Borrower shall not be liable for taxes paid by the Administrative Agent or any Lender that are based upon the Administrative Agent’s or such Lender’s net income or for any withholdings required to be made pursuant to applicable law that are credited against taxes based on the Administrative Agent’s or such Lender’s net incomewhole.

No Offset, etc. All payments by the Borrower hereunder and under any of the other Loan Documents shall be made without recoupment, setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein excluding income, franchise and branch profits taxes imposed on (or measured by) the net income of any Lender or the Administrative Agent by the jurisdictions under the laws of which the Administrative Agent or any Lender is organized or any political subdivision thereof, or by the jurisdictions in which the Administrative Agent or such Lender is located or any political subdivision thereof, or by the jurisdictions in which the Administrative Agent or such Lender is doing business or any political subdivision thereof ("Excluded Taxes") unless the Borrower is compelled by law to make such deduction or withholding. If any such obligation (other than an Excluded Tax) is imposed upon the Borrower with respect to any amount payable by it hereunder or under any of the other Loan Documents, the Borrower will pay to the Administrative Agent, for the account of the Lenders or (as the case may be) the Administrative Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Lenders or the Administrative Agent to receive the same net amount which the Lenders or the Administrative Agent would have received on such due date had no such obligation been imposed upon the Borrower; 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 any such obligation (other than an Excluded Tax) that are attributable to (i) such Administrative Agent's or Lender's failure to comply with the provisions of ss.7.3.3 or (ii) that are withholding taxes imposed on the amounts payable to such Administrative Agent or such Lender at the time such Administrative Agent or Lender becomes a party to this Credit Agreement, except to the extent that such Lender's assignor (if any) was entitled, at the time of assignment, to receive additional amounts from the Borrower with respect to such obligation pursuant to this ss.7.3.2; provided, further that the foregoing shall not relieve the Borrower of its obligation to pay additional amounts pursuant to this ss.7.3.2 in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in interpretation, administration or application thereof, a Non-U.S. Lender that was previously entitled to receive all payments under this Credit Agreement and the Notes without deduction or withholding of any United States federal income taxes is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding. The Borrower will deliver promptly to the Administrative Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Borrower hereunder or under such other Loan Document. Each Lender claiming any additional amounts payable under this §5.2.2 agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to execute and deliver all such documents and instruments as the Borrower shall reasonably request or to change the jurisdiction of its applicable lending office if the execution of such documents or the making of such a change would avoid the need for or substantially reduce the amount of additional amounts which would thereafter accrue and would not, in the sole and absolute determination of such Lender, be otherwise disadvantageous to such Lender, which determination by such Lender shall be conclusive. The Borrower shall not be liable for taxes paid by the Administrative Agent or any Lender that are based upon the Administrative Agent’s or such Lender’s net income or for any withholdings required to be made pursuant to applicable law that are credited against taxes based on the Administrative Agent’s or such Lender’s net income.

No Offset, etc. All payments by the Borrower hereunder and under any of the other Loan Documents shall be made without recoupment, setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein with respect to such payments (but excluding any tax that is imposed by FATCA or imposed on or measured by the net income, net profits or net worth of any Lender or the Administrative Agent and any franchise taxes imposed on any Lender or the Administrative Agent in each case as a result of a present or former connection between such Lender or Agent and such jurisdiction or any political subdivision or taxing authority thereof or therein (other than solely as a result of entering into this Credit Agreement or any of the other Loan Documents or performing any obligations, receiving payments or enforcing any rights hereunder or thereunder) or as a result of any Lender or the Administrative Agent being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office, located in the jurisdiction imposing such tax (or any political subdivision thereof) (all such non-excluded taxes, levies, imposts, duties, charges, fees, deductions, withholdings, restrictions or conditions being referred to collectively as “Taxes”)) unless the Borrower is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Borrower with respect to any amount payable by it hereunder or under any of the other Loan Documents, the Borrower will pay to the Administrative Agent, for the account of the Lenders or (as the case may be) the Administrative Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Lenders or the Administrative Agent to receive the same net amount which the Lenders or the Administrative Agent would have received on such due date had no such obligation been imposed upon the Borrower. The Borrower agrees to indemnify and hold harmless each Lender and the Administrative Agent, and reimburse such Lender or the Administrative Agent upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender or the Administrative Agent. The Borrower will deliver promptly to the Administrative Agent certificates or other valid vouchers reasonably available to it for all taxes or other charges deducted from or paid with respect to payments made by the Borrower hereunder or under such other Loan Document. Each Lender claiming any additional amounts payable under this §5.2.2 agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to execute and deliver all such documents and instruments as Notwithstanding the foregoing, the Borrower shall reasonably not be obligated to pay any additional amount pursuant to this §5.1.2 to any Lender or the Administrative Agent if such Lender or the Administrative Agent is not a U.S. Person and (a) is legally eligible but fails to comply with the requirements of §5.1.3 or (b) is not legally eligible to comply with the requirements of §5.1.3. If the Borrower is required to pay additional amounts to or for the account of any Lender pursuant to this §5.1.2, then such Lender will, at the request or to of the Borrower, change the jurisdiction of its applicable lending office if the execution of such documents change (i) would eliminate or the making of reduce any such a change would avoid the need for or substantially reduce the amount of additional amounts payment which would may thereafter accrue and would not(ii) is, in such Lender’s sole good faith discretion, determined not to be non-immaterially disadvantageous or cause non-immaterial hardship to such Lender; provided that any out-of-pocket costs or expenses that are incurred in connection with such change shall be borne by the sole and absolute determination Borrower on behalf of such Lender, be otherwise disadvantageous to such Lender, which determination by such . Each Lender shall be conclusive. The Borrower shall not be liable for taxes paid by and the Administrative Agent agrees that it will, to the extent not non-immaterially disadvantageous or any Lender causing non-immaterial hardship, (y) take all reasonable actions reasonably requested by the Borrower that are based upon consistent with all legal and regulatory restrictions applicable to it to maintain all exemptions, if any, available to it from withholding taxes (whether available by treaty or existing administrative waiver) and (z) otherwise cooperate with the Borrower to minimize any amounts payable by the Borrower under this §5.1.2; provided, however, that in each case, all out-of-pocket costs of each Lender and the Administrative Agent’s Agent relating to such action or such Lender’s net income or for any withholdings required to cooperation requested by the Borrower shall be made pursuant to applicable law that are credited against taxes based on borne by the Administrative Agent’s or such Lender’s net incomeBorrower.

No Offset, etc. All payments by the Borrower hereunder and under any of the other Loan Documents shall be made without recoupment, setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless excluding (A) income and franchise taxes imposed on (or measured by) the net income or profits of any Lender or the Administrative Agent by the jurisdictions under the laws of which the Administrative Agent or any Lender is organized or any political subdivision thereof, or by the jurisdictions in which the Administrative Agent or such Lender is located or any political subdivision thereof, or by the jurisdictions in which the Administrative Agent or such Lender is doing business or any political subdivision thereof and (B) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction described in clause (A) above unless, in each case, the Borrower is compelled by law to make such deduction or withholdingwithholding (such non-excluded items referred to as “Non-Excluded Taxes”). If any such obligation is Non-Excluded Taxes are imposed upon the Borrower with respect to any amount payable by it hereunder or under any of the other Loan Documents, the Borrower will pay to the Administrative Agent, for the account of the Lenders or (as the case may be) the Administrative Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Lenders or the Administrative Agent to receive the same net amount which the Lenders or the Administrative Agent would have received on such due date had no such obligation been imposed upon the Borrower; 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 any such Non-Excluded Taxes that are attributable to (i) such Administrative Agent’s or Lender’s failure to comply with the provisions of §6.3.3 or (ii) that are withholding taxes imposed 66 on the amounts payable to such Administrative Agent or such Lender at the time such Administrative Agent or Lender becomes a party to this Credit Agreement, except to the extent that such Lender’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts from the Borrower with respect to such obligation pursuant to this §6.3.2; provided, further, that the foregoing shall not relieve the Borrower of its obligation to pay Non-Excluded Taxes in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in interpretation, administration or application thereof, a Non-U.S. Lender that was previously entitled to receive all payments under this Credit Agreement and any Note without deduction or withholding of any United States federal income taxes is no longer properly entitled by law to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding. The Borrower will deliver promptly to the Administrative Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Borrower hereunder or under such other Loan Document. Each Lender claiming any additional amounts payable under this §5.2.2 agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to execute and deliver all such documents and instruments as the Borrower shall reasonably request or to change the jurisdiction of its applicable lending office if the execution of such documents or the making of such a change would avoid the need for or substantially reduce the amount of additional amounts which would thereafter accrue and would not, in the sole and absolute determination of such Lender, be otherwise disadvantageous to such Lender, which determination by such Lender shall be conclusive. The Borrower shall not be liable for taxes paid by the Administrative Agent or any Lender that are based upon the Administrative Agent’s or such Lender’s net income or for any withholdings required to be made pursuant to applicable law that are credited against taxes based on the Administrative Agent’s or such Lender’s net income.

No Offset, etc. All payments by the Borrower hereunder and under any of the other Loan Documents shall be made without recoupment, setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein (other than taxes based on the net income or profits of the Agent, the Issuing Bank or any Bank payable to the jurisdiction in which the Agent, Issuing Bank or such Bank (or agency or branch thereof making the Loans, as the case may be) is organized or doing business) unless the Borrower is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Borrower with respect to any amount payable by it hereunder or under any of the other Loan Documents, the Borrower will pay to the Administrative Agent, for the account of the Lenders Banks, the Issuing Bank or the Agent (as the case may be) the Administrative Agent), on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Lenders Banks, the Issuing Bank or the Administrative Agent to receive the same net amount which the Lenders Banks, the Issuing Bank or the Administrative Agent (as the case may be) would have received on such due date had no such obligation been imposed upon the Borrower. The Borrower will deliver promptly to the Administrative Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Borrower hereunder or under such other Loan Document. Each Lender claiming any additional amounts payable under this §5.2.2 agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to execute and deliver all such documents and instruments as the Borrower shall reasonably request or to change the jurisdiction of its applicable lending office if the execution of such documents or the making of such a change would avoid the need for or substantially reduce the amount of additional amounts which would thereafter accrue and would not, in the sole and absolute determination of such Lender, be otherwise disadvantageous to such Lender, which determination by such Lender shall be conclusive. The Borrower shall not be liable for taxes paid by the Administrative Agent or any Lender that are based upon the Administrative Agent’s or such Lender’s net income or for any withholdings required to be made pursuant to applicable law that are credited against taxes based on the Administrative Agent’s or such Lender’s net income.

No Offset, etc. All payments by the Borrower hereunder and under any of the other Loan Documents shall be made without recoupment, setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein (a "Governmental Authority") (excluding net income taxes and franchise taxes imposed in lieu of net income taxes imposed on the Agent or any Bank as a result of a present or former connection between the jurisdiction of the Governmental Authority imposing such tax and the Agent or such Bank (except a connection arising solely from the Agent or such Bank having executed, delivered or performed its obligations or received a payment under, or enforced, this Credit Agreement or the Notes)) unless the Borrower is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Borrower with respect to any amount payable by it hereunder or under any of the other Loan Documents, the Borrower will pay to the Administrative Agent, for the account of the Lenders Banks or (as the case may be) the Administrative Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Lenders Banks or the Administrative Agent to receive the same net amount which the Lenders Banks or the Administrative Agent would have received on such due date had no such obligation been imposed upon the Borrower. The Borrower will deliver promptly to the Administrative Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Borrower hereunder or under such other Loan Document. Each Lender claiming In addition, to the extent any additional Bank receives a refund in respect of any taxes to which it has been indemnified by the Borrower pursuant to this ss.5.3 (and such Bank can determine, in its sole discretion and using any method which such Bank deems appropriate that all or any portion of such refund is allocable to any takes paid or indemnified by the Borrower under the Credit Agreement), it shall promptly repay such refund to the Borrower (to the extent of amounts payable that have been paid by the Borrower under this §5.2.2 ss.5.3 with respect to such refund) of such Bank and without interest; provided, however, that the Borrower, upon the request of such Bank, agrees to use reasonable efforts return such refund (consistent with legal and regulatory restrictionsplus penalties, interest or other charges) to execute and deliver all such documents and instruments as Bank in the event such Bank is required to repay such refund for any reason whatsoever. Nothing contained in this Section 5.3 shall (a) entitle the Borrower shall reasonably request to inspect or to change the jurisdiction review any books or records of its applicable lending office if the execution of such documents any Bank or the making Agent; (b) require any Bank or the Agent to disclose any information concerning its tax position or any other information determined by any Bank or the Agent, in its sole discretion to be confidential or proprietary, (c) require any Bank or the Agent to establish procedures for allocating to specific transactions any tax savings or benefits attributable to payments in respect of such a change would avoid taxes of the need for type described in this Section 5.3 or substantially reduce (d) require any Bank or the Agent to disclose or detail the basis of any calculation of the amount of additional amounts which would thereafter accrue and would not, in the sole and absolute determination of such Lender, be otherwise disadvantageous to such Lender, which determination any tax savings or benefit obtained by such Lender shall be conclusive. The Borrower shall not be liable for taxes paid by Bank or the Administrative Agent or the basis of any Lender that are based upon the Administrative Agent’s or determination made by such Lender’s net income or for any withholdings required to be made pursuant to applicable law that are credited against taxes based on the Administrative Agent’s or such Lender’s net incomeBank under this paragraph.

No Offset, etc. All payments by the any Borrower hereunder and under any of the other Loan Documents shall be made without recoupment, setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the such Borrower is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the any Borrower with respect to any amount payable by it hereunder or under any of the other Loan Documents, the such Borrower will pay to the Administrative Agent, for the account of the Lenders or (as the case may be) the Administrative Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Lenders or the Administrative Agent to receive the same net amount which the Lenders or the Administrative Agent would have received on such due date had no such obligation been imposed upon the BorrowerBorrowers. The Each Borrower will deliver promptly to the Administrative Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the such Borrower hereunder or under such other Loan Document. Each Lender claiming any additional amounts payable under this §5.2.2 agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to execute and deliver all such documents and instruments as the Borrower Borrowers shall reasonably request or to change the jurisdiction of its applicable lending office if the execution of such documents or the making of such a change would avoid the need for or substantially reduce the amount of additional amounts which would thereafter accrue and would not, in the sole and absolute determination of such Lender, be otherwise disadvantageous to such Lender, which determination by such Lender shall be conclusive. The No Borrower shall not be liable for taxes paid by the Administrative Agent or any Lender that are based upon the Administrative Agent’s or such Lender’s net income or for any withholdings required to be made pursuant to applicable law that are credited against taxes based on the Administrative Agent’s or such Lender’s net income.

No Offset, etc. All payments by the Borrower Borrowers hereunder and under any of the other Loan Documents shall be made without recoupment, setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Borrower is Borrowers are compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Borrower Borrowers with respect to any amount payable by it them hereunder or under any of the other Loan Documents, the Borrower Borrowers will pay to the Administrative Agent, for the account of the Lenders applicable Lenders, the Swingline Lender, the applicable Agent or (as the case may be) the Administrative Agentapplicable Issuing Bank, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars or the applicable Optional Currency as shall be necessary to enable such Lenders, the Lenders Swingline Lender, such Agent or the Administrative Agent such Issuing Bank to receive the same net amount which such Lenders, the Lenders Swingline Lender, such Agent or the Administrative Agent such Issuing Bank would have received on such due date had no such obligation been imposed upon the BorrowerBorrowers. The Borrower Borrowers will deliver promptly to the Administrative Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Borrower Borrowers hereunder or under such other Loan Document. Each Lender claiming any additional amounts payable under this §5.2.2 agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to execute and deliver all such documents and instruments as the Borrower shall reasonably request or to change the jurisdiction of its applicable lending office if the execution of such documents or the making of such a change would avoid the need for or substantially reduce the amount of additional amounts which would thereafter accrue and would not, in the sole and absolute determination of such Lender, be otherwise disadvantageous to such Lender, which determination by such Lender shall be conclusive. The Borrower shall not be liable for taxes paid by the Administrative Agent or any Lender that are based upon the Administrative Agent’s or such Lender’s net income or for any withholdings required to be made pursuant to applicable law that are credited against taxes based on the Administrative Agent’s or such Lender’s net income.

No Offset, etc. (a) All payments by the Borrower or a Guarantor hereunder and under any of the other Loan Documents shall be made without recoupment, setoff or counterclaim and free and clear of and without deduction for any taxestaxes (including interest, penalties and additions to tax), levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Borrower or a Guarantor is compelled by law to make such deduction or withholding. If any such obligation is Non-Excluded Taxes are imposed upon the Borrower or a Guarantor with respect to any amount payable by it hereunder or under any of the other Loan Documents, the Borrower or such Guarantor will pay to the Administrative Agent, for the account of the Lenders or (as the case may be) the Administrative Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Lenders or the Administrative Agent to receive the same net amount which the Lenders or the Administrative Agent would have received on such due date had no such obligation Non-Excluded Taxes been imposed upon the BorrowerBorrower or such Guarantor. The Borrower and such Guarantor will deliver promptly to the Administrative Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Borrower hereunder or under such other Loan Document. Each Lender claiming any additional amounts payable under this §5.2.2 agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to execute and deliver all such documents and instruments as the Borrower shall reasonably request or to change the jurisdiction of its applicable lending office if the execution of such documents or the making of such a change would avoid the need for or substantially reduce the amount of additional amounts which would thereafter accrue and would not, in the sole and absolute determination of such Lender, be otherwise disadvantageous to such Lender, which determination by such Lender shall be conclusive. The Borrower shall not be liable for taxes paid by the Administrative Agent or any Lender that are based upon the Administrative Agent’s or such Lender’s net income or for any withholdings required to be made pursuant to applicable law that are credited against taxes based on the Administrative Agent’s or such Lender’s net income.

No Offset, etc. All payments by the Borrower hereunder and under any of the other Loan Documents shall be made without recoupment, setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein Taxes unless the Borrower is compelled by law to make such deduction or withholding. If any such obligation is Taxes are imposed upon the Borrower with respect to any amount payable by it the Borrower hereunder or under any of the other Loan Documents, the Borrower will pay to the Administrative Agent, for the account of the Lenders or (as the case may be) the Administrative Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Lenders or the Administrative Agent to receive the same net amount which the Lenders or the Administrative Agent would have received on such due date had no such obligation Taxes been imposed upon the Borrowerimposed. The Borrower will deliver promptly to the Administrative Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Borrower hereunder or under such other Loan Document. Each Lender claiming The Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for the full amount of any additional Taxes imposed or asserted on or attributable to amounts payable under this §5.2.2 agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to execute and deliver all such documents and instruments as the Borrower shall reasonably request or to change the jurisdiction of its applicable lending office if the execution of such documents or the making of such a change would avoid the need for or substantially reduce the amount of additional amounts which would thereafter accrue and would not, in the sole and absolute determination of such Lender, be otherwise disadvantageous to such Lender, which determination by such Lender shall be conclusive. The Borrower shall not be liable for taxes Section paid by the Administrative Agent or such Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender that are based upon (with a copy to the Administrative Agent’s ), or such Lender’s net income or for any withholdings required to be made pursuant to applicable law that are credited against taxes based on by the Administrative Agent’s Agent on its own behalf or such on behalf of a Lender’s net income, shall be conclusive absent manifest error.

No Offset, etc. All payments by the Borrower hereunder and under any of the other Loan Documents shall be made without recoupment, setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction Barbados or any political subdivision thereof or taxing or other authority therein therein, or any political subdivision thereof or taxing or other authority in any jurisdiction from or through which the Borrower effects any payments hereunder, unless the Borrower is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Borrower with respect to any amount payable by it hereunder or under any of the other Loan Documents, the Borrower will pay to the Administrative Agent, for the account of the Lenders or (as the case may be) the Administrative Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Lenders or the Administrative Agent to receive the same net amount which the Lenders or the Administrative Agent would have received on such due date had no such obligation been imposed upon the Borrower. The Borrower will deliver promptly to the Administrative Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Borrower hereunder or under such other Loan Document. Each Lender claiming any additional amounts payable under this §5.2.2 agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to execute and deliver all such documents and instruments as the Borrower shall reasonably request or to change the jurisdiction of its applicable lending office if the execution of such documents or the making of such a change would avoid the need for or substantially materially reduce the amount of additional amounts which would thereafter accrue be payable hereunder and would not, in the sole and absolute reasonable determination of such Lender, be otherwise materially disadvantageous to such Lender, which determination by such Lender . No Borrower shall be conclusive. The Borrower shall not be liable under this §5.2.2 for or with respect to any taxes paid by the Administrative Agent or any Lender that are based upon the Administrative Agent’s or such Lender’s net income or for or with respect to any withholdings required to be made pursuant to applicable law that are may be credited against taxes based on the Administrative Agent’s or such Lender’s net income.

No Offset, etc. All payments by the Borrower hereunder and under any of the other Loan Documents shall be made without recoupment, setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein (the "Taxes") unless the Borrower is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Borrower with respect to any amount payable by it hereunder or under any of the other Loan Documents, the Borrower will pay to the Administrative Agent, for the account of the Lenders Banks or (as the case may be) the Administrative Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Lenders Banks or the Administrative Agent to receive the same net amount which the Lenders Banks or the Administrative Agent would have received on such due date had no such obligation been imposed upon the Borrower. The Borrower will deliver promptly to the Administrative Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Borrower hereunder or under such other Loan Document. Each Lender claiming Bank which is not a bank organized under the laws of the United States or any additional amounts payable state thereof agrees, as soon as practicable after a request by the Borrower to do so, to file all appropriate forms and take other appropriate action to obtain a certificate or other appropriate document from the appropriate governmental authority in the jurisdiction imposing the relevant taxes, establishing that it is entitled to receive payments of principal and interest under this §5.2.2 agrees Credit Agreement and the Revolving Credit Notes without deduction and free from withholding of any Taxes imposed by such jurisdiction; provided, that, if it is unable, for any 23 reason, to use reasonable efforts (consistent with legal and regulatory restrictions) establish such exemption, or to execute and deliver all file such documents and instruments forms and, in any event, during such period of time as such request for exemption is pending, the Borrower shall reasonably request or nonetheless remain obligated under the terms of the immediately preceding paragraph. In the event any such Bank receives a refund of any Taxes paid by the Borrower pursuant to change this Section 6.2 it will pay to the jurisdiction of its applicable lending office if the execution of such documents or the making of such a change would avoid the need for or substantially reduce Borrower the amount of additional amounts which would such refund promptly upon receipt thereof; provided, however, if at any time thereafter accrue and would notit is required to return such refund, in the sole and absolute determination Borrower shall promptly repay to it the amount of such Lender, be otherwise disadvantageous to such Lender, which determination by such Lender shall be conclusive. The Borrower shall not be liable for taxes paid by the Administrative Agent or any Lender that are based upon the Administrative Agent’s or such Lender’s net income or for any withholdings required to be made pursuant to applicable law that are credited against taxes based on the Administrative Agent’s or such Lender’s net incomerefund.

No Offset, etc. All payments by the Borrower Borrowers hereunder and under any of the other Loan Documents shall be made without recoupment, setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Borrower is Borrowers are compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Borrower Borrowers with respect to any amount payable by it them hereunder or under any of the other Loan Documents, the Borrower Borrowers will pay to the Administrative Agent, for the account of the Lenders Lenders, the Swingline Lender, the applicable Agent or (as the case may be) the Administrative Agentapplicable Issuing Bank, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars or the applicable Optional Currency as shall be necessary to enable the Lenders Lenders, the Swingline Lender, such Agent or the Administrative Agent such Issuing Bank to receive the same net amount which the Lenders Lenders, the Swingline Lender, such Agent or the Administrative Agent such Issuing Bank would have received on such due date had no such obligation been imposed upon the BorrowerBorrowers. The Borrower Borrowers will deliver promptly to the Administrative Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Borrower Borrowers hereunder or under such other Loan Document. Each Lender claiming any additional amounts payable under this §5.2.2 agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to execute and deliver all such documents and instruments as the Borrower shall reasonably request or to change the jurisdiction of its applicable lending office if the execution of such documents or the making of such a change would avoid the need for or substantially reduce the amount of additional amounts which would thereafter accrue and would not, in the sole and absolute determination of such Lender, be otherwise disadvantageous to such Lender, which determination by such Lender shall be conclusive. The Borrower shall not be liable for taxes paid by the Administrative Agent or any Lender that are based upon the Administrative Agent’s or such Lender’s net income or for any withholdings required to be made pursuant to applicable law that are credited against taxes based on the Administrative Agent’s or such Lender’s net income.

No Offset, etc. All payments by the Borrower Borrowers hereunder and under any of the other Loan Documents shall be made without recoupment, setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Borrower is Borrowers are compelled by law to make such deduction or withholding. If any such obligation is imposed upon , excluding, (i) in the Borrower with respect to any amount payable by it hereunder or under any case of each Lender and the other Loan Documents, the Borrower will pay to the Administrative Agent and Canadian Agent, for taxes imposed on its gross or net income, and franchise taxes imposed on it by the account jurisdiction under the laws of which such Lender or the Lenders Agent or Canadian Agent (as the case may be) is organized or by any political subdivision thereof or, in the Administrative Agentcase of each Lender, taxes imposed on its gross or net income, and franchise taxes imposed on it by the date on which jurisdiction of such amount is due Lender's Applicable Lending Office, or any political subdivision thereof and (ii) in the case of each Lender, United States income tax or withholding (a "withholding tax") payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Lenders or the Administrative Agent to receive the same net amount which the Lenders or the Administrative Agent would have received on such due date had no such obligation been imposed upon the Borrower. The Borrower will deliver promptly to the Administrative Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Borrower hereunder or under such the other Loan Document. Each Lender claiming Documents under laws (including, without limitation, any additional amounts statute, treaty, ruling, court decision, determination or regulation) in effect and being applied on the Reference Date (as hereinafter defined); provided, however, that any United States withholding tax payable under this §5.2.2 agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to execute and deliver all as a result of any change in such documents and instruments as laws occurring after the Borrower shall reasonably request or to change the jurisdiction of its applicable lending office if the execution of such documents or the making of such a change would avoid the need for or substantially reduce the amount of additional amounts which would thereafter accrue and would not, in the sole and absolute determination of such Lender, be otherwise disadvantageous to such Lender, which determination by such Lender shall be conclusive. The Borrower Reference Date shall not be liable for taxes paid so excluded; and provided further that if any payment by the Administrative Agent Borrowers to the Agent, or the Lenders is charged with any Lender that are based upon the Administrative Agent’s or such Lender’s net income or for any withholdings required to be made pursuant to applicable law that are credited against taxes based United States withholding tax not in effect on the Administrative Agent’s Reference Date or if such Lender’s net income.withholding tax is increased subsequent to the Reference Date, such withholding tax or increased withholding tax shall not be deemed to result from a change in law within the meaning of the preceding proviso if such payment is effectively connected with a United States trade or business of the recipient subject to United States income taxes thereon (all such non-excluded taxes, levies, imposts, duties, charges, fees, deductions, withholdings and liabilities being hereinafter referred to 50 -43-

No Offset, etc. All payments by the Borrower hereunder and under any of the other Loan Documents shall be made without recoupment, setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, 40 duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein (excluding franchise taxes and taxes imposed on or measured by the net income, profits or receipts of the Administrative Agent or any Lender, all such non-excludable items being called "TAXES") unless the Borrower is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Borrower in respect of any Taxes with respect to any amount payable by it hereunder or under any of the other Loan Documents, the Borrower will pay to the Administrative Agent, for the account of the Lenders or (as the case may be) the Administrative Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Lenders or the Administrative Agent to receive the same net amount which the Lenders or the Administrative Agent would have received on such due date had no such obligation been imposed upon the Borrower. The Borrower will deliver promptly to the Administrative Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Borrower hereunder or under such other Loan Document. Each Lender claiming any additional amounts payable under this §5.2.2 agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to execute and deliver all such documents and instruments as the Borrower shall reasonably request or to change the jurisdiction of its applicable lending office if the execution of such documents or the making of such a change would avoid the need for or substantially reduce the amount of additional amounts which would thereafter accrue and would not, in the sole and absolute determination of such Lender, be otherwise disadvantageous to such Lender, which determination by such Lender shall be conclusive. The Borrower shall not be liable for taxes paid by the Administrative Agent or any Lender that are based upon the Administrative Agent’s or such Lender’s net income or for any withholdings required to be made pursuant to applicable law that are credited against taxes based on the Administrative Agent’s or such Lender’s net income.

No Offset, etc. All payments by the Borrower hereunder and under any of the other Loan Documents shall be made without recoupment, setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the a Borrower is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Borrower with respect to any amount payable by it hereunder or under any of the other Loan Documents, the Borrower will pay to the Administrative Agent, for the account of the Lenders or (as the case may be) the Administrative Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Lenders or the Administrative Agent to receive the same net amount which the Lenders or the Administrative Agent would have received on such due date had no such obligation been imposed upon the Borrower. The Borrower Loan Parties will deliver promptly to the Administrative Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Borrower hereunder or under such other Loan Document. Each Lender claiming any additional amounts payable under this §5.2.2 agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to execute and deliver all such documents and instruments as the Borrower shall reasonably request or to change the jurisdiction of its applicable lending office if the execution of such documents or the making of such a change would avoid the need for or substantially reduce the amount of additional amounts which would thereafter accrue and would not, in the sole and absolute determination of such Lender, be otherwise disadvantageous to such Lender, which determination by such Lender shall be conclusive. The Borrower shall not be liable for taxes paid by the Administrative Agent or any Lender that are based upon the Administrative Agent’s or such Lender’s net income or for any withholdings required to be made pursuant to applicable law that are credited against taxes based on the Administrative Agent’s or such Lender’s net income.

No Offset, etc. All payments by the Borrower Borrowers hereunder and under any of the other Loan Documents shall be made without recoupment, setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Borrower is Borrowers are compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Borrower Borrowers with respect to any amount payable by it them hereunder or under any of the other Loan Documents, the Borrower Borrowers will pay to the Administrative Agent, for the account of the Lenders applicable Lenders, the Swingline Lender, the applicable Agent or (as the case may be) the Administrative Agentapplicable Issuing Bank, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable such Lenders, the Lenders Swingline Lender, such Agent or the Administrative Agent such Issuing Bank to receive the same net amount which such Lenders, the Lenders Swingline Lender, such Agent or the Administrative Agent such Issuing Bank would have received on such due date had no such obligation been imposed upon the BorrowerBorrowers. The Borrower Borrowers will deliver promptly to the Administrative Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Borrower Borrowers hereunder or under such other Loan Document. Each Lender claiming any additional amounts payable under this §5.2.2 agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to execute and deliver all such documents and instruments as the Borrower shall reasonably request or to change the jurisdiction of its applicable lending office if the execution of such documents or the making of such a change would avoid the need for or substantially reduce the amount of additional amounts which would thereafter accrue and would not, in the sole and absolute determination of such Lender, be otherwise disadvantageous to such Lender, which determination by such Lender shall be conclusive. The Borrower shall not be liable for taxes paid by the Administrative Agent or any Lender that are based upon the Administrative Agent’s or such Lender’s net income or for any withholdings required to be made pursuant to applicable law that are credited against taxes based on the Administrative Agent’s or such Lender’s net income.

No Offset, etc. All payments by the Borrower hereunder and under any of the other Loan Documents shall be made without recoupment, setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Borrower is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Borrower with respect to any amount payable by it hereunder or under any of the other Loan Documents, the Borrower will pay to the Administrative Agent, for the account of the Lenders or (as the case may be) the Administrative Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Lenders or the Administrative Agent to receive the same net amount which the Lenders or the Administrative Agent would have received on such due date had no such obligation been imposed upon the Borrower. The Borrower will deliver promptly to the Administrative Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Borrower hereunder or under such other Loan Document. Each Lender claiming any additional amounts payable under this §5.2.2 agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to execute and deliver all such documents and instruments as the Borrower shall reasonably request or to change the jurisdiction of its applicable lending office if the execution of such documents or the making of such a change would avoid the need for or substantially reduce the amount of additional amounts which would thereafter accrue and would not, in the sole and absolute determination of such Lender, be otherwise disadvantageous to such Lender, which determination by such Lender shall be conclusive. The Borrower shall not be liable for taxes paid by to the Administrative Agent or any Lender (such person a "Recipient") for (i) taxes that are based upon or measured by such Recipient's (or a branch’s (in the Administrative Agent’s or case of a branch of such Lender’s Recipient)) net income or net profit (including franchise Taxes imposed in lieu of such Taxes) or for any withholdings required to be made pursuant to applicable law that are credited against taxes based on such Recipient's net income or net profit, (ii) taxes imposed as a result of a present or former connection between such Recipient and the Administrative Agent’s jurisdiction imposing such taxes other than connections arising from such Recipient having executed this Loan Agreement and having enforced or enjoyed its rights and performed its obligations under this Loan Agreement or any of the other Loan Documents, (iii) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (A) such Lender acquires such interest in the Loan or Commitment or (B) such Lender changes its lending office, except in each case to the extent that, pursuant to this §5.2.2, amounts with respect to such Taxes were payable either to such Lender’s net incomeassignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (iv) any U.S. federal withholding taxes imposed under FATCA and (v) taxes attributable to such Lender’s failure to provide the documentation required by Section 5.2.3.

No Offset, etc. All payments by the Borrower hereunder and under any of the other Loan Documents shall be made without recoupment, setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Borrower is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Borrower with respect to any amount payable by it hereunder or under any of the other Loan DocumentsDocuments (other than an obligation which arises due to the failure of any Lender to comply with the provisions of ss.6.3.3, if applicable to such Lender), the Borrower will pay to the Administrative Facility Agent, for the account of the Lenders or (as the case may be) the Administrative Facility Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Lenders or the Administrative Facility Agent to receive the same net amount which the Lenders or the Administrative Facility Agent would have received on such due date had no such obligation been imposed upon the Borrower. The Borrower will deliver promptly to the Administrative Facility Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Borrower hereunder or under such other Loan Document. Each Lender claiming any additional amounts payable under this §5.2.2 agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to execute and deliver all such documents and instruments as the Borrower shall reasonably request or to change the jurisdiction of its applicable lending office if the execution of such documents or the making of such a change would avoid the need for or substantially reduce the amount of additional amounts which would thereafter accrue and would not, in the sole and absolute determination of such Lender, be otherwise disadvantageous to such Lender, which determination by such Lender shall be conclusive. The Borrower shall not be liable for taxes paid by the Administrative Agent or any Lender that are based upon the Administrative Agent’s or such Lender’s net income or for any withholdings required to be made pursuant to applicable law that are credited against taxes based on the Administrative Agent’s or such Lender’s net income.

No Offset, etc. All payments by the Borrower hereunder and under any of the other Loan Documents shall be made without recoupment, setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein (a “Governmental Taxing Authority”) (excluding net income taxes and franchise taxes imposed in lieu of net income taxes imposed on the Agent or any Bank as a result of a present or former connection between the jurisdiction of the Governmental Taxing Authority imposing such tax and the Agent or such Bank (except a connection arising solely from the Agent or such Bank having executed, delivered or performed its obligations or received a payment under, or enforced, this Credit Agreement or any Revolving Credit Note)) unless the Borrower is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Borrower with respect to any amount payable by it hereunder or under any of the other Loan Documents, the Borrower will pay to the Administrative Agent, for the account of the Lenders Banks or (as the case may be) the Administrative Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Lenders Banks or the Administrative Agent to receive the same net amount which the Lenders Banks or the Administrative Agent would have received on such due date had no such obligation been imposed upon the Borrower. The Borrower will deliver promptly to the Administrative Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Borrower hereunder or under such other Loan Document. Each Lender claiming In addition, to the extent any additional Bank receives a refund in respect of any taxes to which it has been indemnified by the Borrower pursuant to this §5.3.2 (and such Bank can determine, in its sole discretion and using any method which such Bank deems appropriate that all or any portion of such refund is allocable to any taxes paid or indemnified by the Borrower under the Credit Agreement), it shall promptly repay such refund to the Borrower (to the extent of amounts payable that have been paid by the Borrower under this §5.2.2 5.3.2 with respect to such refund) of such Bank and without interest; provided, however, that the Borrower, upon the request of such Bank, agrees to use reasonable efforts return such refund (consistent with legal and regulatory restrictionsplus penalties, interest or other charges) to execute and deliver all such documents and instruments as Bank in the event such Bank is required to repay such refund for any reason whatsoever. Nothing contained in this §5.3.2 shall (a) entitle the Borrower shall reasonably request to inspect or to change the jurisdiction review any books or records of its applicable lending office if the execution of such documents any Bank or the making Agent; (b) require any Bank or the Agent to disclose any information concerning its tax position or any other information determined by any Bank or the Agent, in its sole discretion to be confidential or proprietary; (c) require any Bank or the Agent to establish procedures for allocating to specific transactions any tax savings or benefits attributable to payments in respect of such a change would avoid taxes of the need for type described in this §5.3.2; or substantially reduce (d) require any Bank or the Agent to disclose or detail the basis of any calculation of the amount of additional amounts which would thereafter accrue and would not, in the sole and absolute determination of such Lender, be otherwise disadvantageous to such Lender, which determination any tax savings or benefit obtained by such Lender shall be conclusive. The Borrower shall not be liable for taxes paid by Bank or the Administrative Agent or the basis of any Lender that are based upon the Administrative Agent’s or determination made by such Lender’s net income or for any withholdings required to be made pursuant to applicable law that are credited against taxes based on the Administrative Agent’s or such Lender’s net incomeBank under this paragraph.

No Offset, etc. All payments by the Borrower hereunder and under any of the other Loan Documents shall be made without recoupment, setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein with respect to such payments (but excluding any tax imposed on or measured by the net income, net profits or net worth of any Lender or the Administrative Agent and any franchise taxes imposed on any Lender or the Administrative Agent in each case as a result of a present or former connection between such Lender or Agent and such jurisdiction or any political subdivision or taxing authority thereof or therein (other than solely as a result of entering into this Credit Agreement or any of the other Loan Documents or performing any obligations, receiving payments or enforcing any rights hereunder or thereunder) or as a result of any Lender or the Administrative Agent not being a U.S. Person) unless the Borrower is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Borrower with respect to any amount payable by it hereunder or under any of the other Loan Documents, the Borrower will pay to the Administrative Agent, for the account of the Lenders or (as the case may be) the Administrative Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Lenders or the Administrative Agent to receive the same net amount which the Lenders or the Administrative Agent would have received on such due date had no such obligation been imposed upon the Borrower. The Borrower will deliver promptly to the Administrative Agent certificates or other valid vouchers reasonably available to it for all taxes or other charges deducted from or paid with respect to payments made by the Borrower hereunder or under such other Loan Document. Each Lender claiming any additional amounts payable under this §5.2.2 agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to execute and deliver all such documents and instruments as Notwithstanding the foregoing, the Borrower shall reasonably not be obligated to pay any additional amount pursuant to this §5.1.2 to any Lender or the Administrative Agent if such Lender or the Administrative Agent is not a U.S. Person and (a) is legally eligible but fails to comply with the requirements of §5.1.3 or (b) is not legally eligible to comply with the requirements of §5.1.3. If the Borrower is required to pay additional amounts to or for the account of any Lender pursuant to this §5.1.2, then such Lender will, at the request or to of the Borrower, change the jurisdiction of its applicable lending office if the execution of such documents change (i) would eliminate or the making of reduce any such a change would avoid the need for or substantially reduce the amount of additional amounts payment which would may thereafter accrue and would not(ii) is, in such Lender’s sole good faith discretion, determined not to be non-immaterially disadvantageous or cause non-immaterial hardship to such Lender; provided that any out-of-pocket costs or expenses that are incurred in connection with such change shall be borne by the sole and absolute determination Borrower on behalf of such Lender, be otherwise disadvantageous to such Lender, which determination by such . Each Lender shall be conclusive. The Borrower shall not be liable for taxes paid by and the Administrative Agent agrees that it will, to the extent not non-immaterially disadvantageous or any Lender causing non-immaterial hardship, (y) take all reasonable actions reasonably requested by the Borrower that are based upon consistent with all legal and regulatory restrictions applicable to it to maintain all exemptions, if any, available to it from withholding taxes (whether available by treaty or existing administrative waiver) and (z) otherwise cooperate with the Borrower to minimize any amounts payable by the Borrower under this §5.1.2; provided, however, that in each case, all out-of-pocket costs of each Lender and the Administrative Agent’s Agent relating to such action or such Lender’s net income or for any withholdings required to cooperation requested by the Borrower shall be made pursuant to applicable law that are credited against taxes based on borne by the Administrative Agent’s or such Lender’s net incomeBorrower.

No Offset, etc. All payments by the Borrower hereunder and under any of the other Loan Documents shall be made without recoupment, setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions Indemnified Taxes or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein Other Taxes unless the Borrower is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Borrower with respect to any amount payable by it hereunder or under any of the other Loan Documents, the Borrower will pay to the Administrative Agent, for the account of the Lenders or (as the case may be) the Administrative Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Lenders or the Administrative Agent to receive the same net amount which the Lenders or the Administrative Agent would have received on such due date had no such obligation been imposed upon the Borrower. The Borrower will deliver promptly to the Administrative Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Borrower hereunder or under such other Loan Document. Each Lender claiming In addition, the Borrower shall pay any additional Other Taxes to the relevant Governmental Authority in accordance with applicable law. The Borrower shall indemnify the Administrative Agent and each Lender, within thirty (30) days after written demand therefor (which demand shall be accompanied by the certificate and/or other valid vouchers referred to above), for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this §5.2.2 agrees to use reasonable efforts (consistent with legal and regulatory restrictionsSection 5.3.2) to execute and deliver all such documents and instruments as the Borrower shall reasonably request or to change the jurisdiction of its applicable lending office if the execution of such documents or the making of such a change would avoid the need for or substantially reduce the amount of additional amounts which would thereafter accrue and would not, in the sole and absolute determination of such Lender, be otherwise disadvantageous to such Lender, which determination by such Lender shall be conclusive. The Borrower shall not be liable for taxes paid by the Administrative Agent or such Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender that are based upon or by the Administrative Agent’s Agent on its own behalf or such Lender’s net income or for any withholdings required to on behalf of a Lender shall be made pursuant to applicable law that are credited against taxes based on the Administrative Agent’s or such Lender’s net incomeconclusive absent manifest error.

No Offset, etc. All payments by the a Borrower hereunder and under any of the other Loan Documents shall be made without recoupment, setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless (other than Excluded Taxes). Subject to the limitations in Section 7.7 hereof, if any Borrower is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Borrower withholding with respect to any amount payable by it hereunder or under any of the other Loan DocumentsDocuments (other than for Excluded Taxes), the (i) such Borrower will pay to the Administrative Agent, for the account of the Lenders Banks or (as the case may be) the Administrative Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary after making all required deductions (including deductions applicable to additional amounts payable under this Section 7.3.2) to enable the Lenders Banks or the Administrative Agent to receive the same net amount which the Lenders Banks or the Administrative Agent would have received on such due date had no such obligation been imposed upon such Borrower, (ii) such Borrower shall make such deductions and (iii) such Borrower shall pay the Borrower. The full amount deducted to the relevant taxation authority or other authority in accordance with applicable law Such Borrower will deliver promptly to the Administrative Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the such Borrower hereunder or under such other Loan Document. Each Lender claiming any additional amounts payable under this §5.2.2 agrees to use reasonable efforts Document (consistent with legal and regulatory restrictions) to execute and deliver all such documents and instruments as the Borrower shall reasonably request or to change the jurisdiction of its applicable lending office if the execution of such documents or the making of such a change would avoid the need other than for or substantially reduce the amount of additional amounts which would thereafter accrue and would not, in the sole and absolute determination of such Lender, be otherwise disadvantageous to such Lender, which determination by such Lender shall be conclusive. The Borrower shall not be liable for taxes paid by the Administrative Agent or any Lender that are based upon the Administrative Agent’s or such Lender’s net income or for any withholdings required to be made pursuant to applicable law that are credited against taxes based on the Administrative Agent’s or such Lender’s net incomeExcluded Taxes).

No Offset, etc. All payments by the Borrower hereunder and under any of the other Loan Documents shall be made without recoupment, setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein (excluding franchise taxes and taxes imposed on or measured by the net income, profits or receipts of the Administrative Agent or any Lender, all such non-excludable items being called “Taxes”) unless the Borrower is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Borrower in respect of any Taxes with respect to any amount payable by it hereunder or under any of the other Loan Documents, the Borrower will pay to the Administrative Agent, for the account of the Lenders or (as the case may be) the Administrative Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Lenders or the Administrative Agent to receive the same net amount which the Lenders or the Administrative Agent would have received on such due date had no such obligation been imposed upon the Borrower. The Borrower will deliver promptly to the Administrative Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Borrower hereunder or under such other Loan Document. Each Lender claiming any additional amounts payable under this §5.2.2 agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to execute and deliver all such documents and instruments as the Borrower shall reasonably request or to change the jurisdiction of its applicable lending office if the execution of such documents or the making of such a change would avoid the need for or substantially reduce the amount of additional amounts which would thereafter accrue and would not, in the sole and absolute determination of such Lender, be otherwise disadvantageous to such Lender, which determination by such Lender shall be conclusive. The Borrower shall not be liable for taxes paid by the Administrative Agent or any Lender that are based upon the Administrative Agent’s or such Lender’s net income or for any withholdings required to be made pursuant to applicable law that are credited against taxes based on the Administrative Agent’s or such Lender’s net income.

No Offset, etc. All payments by the Borrower hereunder and under any of the other Loan Documents shall be made without recoupment, setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein with respect to such payments (but excluding any tax imposed on or measured by the net income, net profits or net worth of any Lender or the Agent and any franchise taxes imposed on any Lender or the Agent in each case as a result of a present or former connection between such Lender or Agent and such jurisdiction or any political subdivision or taxing authority thereof or therein (other than solely as a result of entering into this Credit Agreement or any of the other Loan Documents or performing any obligations, receiving payments or enforcing any rights hereunder or thereunder) or as a result of any Lender or the Agent not being a U.S. Person) unless the Borrower is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Borrower with respect to any amount payable by it hereunder or under any of the other Loan Documents, the Borrower will pay to the Administrative Agent, for the account of the Lenders or (as the case may be) the Administrative Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Lenders or the Administrative Agent to receive the same net amount which the Lenders or the Administrative Agent would have received on such due date had no such obligation been imposed upon the Borrower. The Borrower will deliver promptly to the Administrative Agent certificates or other valid vouchers reasonably available to it for all taxes or other charges deducted from or paid with respect to payments made by the Borrower hereunder or under such other Loan Document. Each Lender claiming any additional amounts payable under this §5.2.2 agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to execute and deliver all such documents and instruments as Notwithstanding the foregoing, the Borrower shall reasonably not be obligated to pay any additional amount pursuant to this §5.1.2 to any Lender or the Agent if such Lender or the Agent is not a U.S. Person and (a) is legally eligible but fails to comply with the requirements of §5.1.3 or (b) is not legally eligible to comply with the requirements of §5.1.3. If the Borrower is required to pay additional amounts to or for the account of any Lender pursuant to this §5.1.2, then such Lender will, at the request or to of the Borrower, change the jurisdiction of its applicable lending office if the execution of such documents change (i) would eliminate or the making of reduce any such a change would avoid the need for or substantially reduce the amount of additional amounts payment which would may thereafter accrue and would not(ii) is, in such Lender’s sole good faith discretion, determined not to be non-immaterially disadvantageous or cause non-immaterial hardship to such Lender; provided that any out-of-pocket costs or expenses that are incurred in connection with such change shall be borne by the sole and absolute determination Borrower on behalf of such Lender. Each Lender and the Agent agrees that it will, be to the extent not non-immaterially disadvantageous or causing non-immaterial hardship, (y) take all reasonable actions reasonably requested by the Borrower that are consistent with all legal and regulatory restrictions applicable to it to maintain all exemptions, if any, available to it from withholding taxes (whether available by treaty or existing administrative waiver) and (z) otherwise disadvantageous cooperate with the Borrower to minimize any amounts payable by the Borrower under this §5.1.2; provided, however, that in each case, all out-of-pocket costs of each Lender and the Agent relating to such Lender, which determination action or cooperation requested by such Lender the Borrower shall be conclusive. The Borrower shall not be liable for taxes paid borne by the Administrative Agent or any Lender that are based upon the Administrative Agent’s or such Lender’s net income or for any withholdings required to be made pursuant to applicable law that are credited against taxes based on the Administrative Agent’s or such Lender’s net incomeBorrower.

No Offset, etc. All payments by the Borrower Borrowers hereunder and under any of the other Loan Documents shall be made without recoupment, setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, reasonable fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Borrower is Borrowers are compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Borrower Borrowers with respect to any amount payable by it hereunder or under any of the other Loan Documents, the Borrower Borrowers will pay to the Administrative Agent, for the account of the Lenders or (as the case may be) the Administrative Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Lenders or the Administrative Agent to receive the same net amount which the Lenders or the Administrative Agent would have received on such due date had no such obligation been imposed upon the BorrowerBorrowers. Where taxes, deductions or withholdings are imposed upon the Borrowers with respect to any amount payable by the Borrowers hereunder or under any of the other Loan Documents as a result of characteristics of the Agent, a Lender or a Participant, no payment of additional amounts is required under this Section 5.3.2, in respect of such taxes, deductions or withholdings to the extent that such Agent, Lender or Participant (as the case may be) was subject to such taxes, deductions or withholdings under the law in effect at the time that it became an Agent, Lender or Participant or subsequently became subject to such taxes, deductions or withholdings other than as a result of a change in law or any actions of the Borrowers. In addition, no payment of additional amounts is required under this Section 5.3.2 in respect of taxes, deductions or withholdings to the extent that such taxes, deductions or withholdings are imposed as a result of a failure by the Agent, a Lender, a Participant or any person in the chain of payment between the Borrowers and the Agent, Lender or Participant, as the case may be, to provide, in accordance with applicable procedures, properly completed and executed tax forms that they are legally permitted to provide. The Borrower Borrowers will deliver promptly to the Administrative Agent certificates or other valid vouchers reasonably available to them for all taxes or other charges deducted from or paid with respect to payments made by the Borrower Borrowers hereunder or under such other Loan Document. Each Lender claiming any additional amounts payable under this §5.2.2 agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to execute and deliver all such documents and instruments as the Borrower shall reasonably request or to change the jurisdiction of its applicable lending office if the execution of such documents or the making of such a change would avoid the need for or substantially reduce the amount of additional amounts which would thereafter accrue and would not, in the sole and absolute determination of such Lender, be otherwise disadvantageous to such Lender, which determination by such Lender shall be conclusive. The Borrower shall not be liable for taxes paid by the Administrative Agent or any Lender that are based upon the Administrative Agent’s or such Lender’s net income or for any withholdings required to be made pursuant to applicable law that are credited against taxes based on the Administrative Agent’s or such Lender’s net income.

No Offset, etc. All payments by the a Borrower hereunder and under any of the other Loan Documents shall be made without recoupment, setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless (other than Excluded Taxes). Subject to the limitations in ss.7.7 hereof, if any Borrower is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Borrower withholding with respect to any amount payable by it hereunder or under any of the other Loan DocumentsDocuments (other than for Excluded Taxes), the (i) such Borrower will pay to the Administrative Agent, for the account of the Lenders Banks or (as the case may be) the Administrative Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary after making all required deductions (including deductions applicable to additional amounts payable under this ss.7.3.2) to enable the Lenders Banks or the Administrative Agent to receive the same net amount which the Lenders Banks or the Administrative Agent would have received on such due date had no such obligation been imposed upon such Borrower, (ii) such Borrower shall make such deductions and (iii) such Borrower shall pay the Borrower. The full amount deducted to the relevant taxation authority or other authority in accordance with applicable law Such Borrower will deliver promptly to the Administrative Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the such Borrower hereunder or under such other Loan Document. Each Lender claiming any additional amounts payable under this §5.2.2 agrees to use reasonable efforts Document (consistent with legal and regulatory restrictions) to execute and deliver all such documents and instruments as the Borrower shall reasonably request or to change the jurisdiction of its applicable lending office if the execution of such documents or the making of such a change would avoid the need other than for or substantially reduce the amount of additional amounts which would thereafter accrue and would not, in the sole and absolute determination of such Lender, be otherwise disadvantageous to such Lender, which determination by such Lender shall be conclusive. The Borrower shall not be liable for taxes paid by the Administrative Agent or any Lender that are based upon the Administrative Agent’s or such Lender’s net income or for any withholdings required to be made pursuant to applicable law that are credited against taxes based on the Administrative Agent’s or such Lender’s net incomeExcluded Taxes).

No Offset, etc. All payments by the Borrower Borrowers hereunder and under any of the other Loan Documents shall be made without recoupment, setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Borrower is Borrowers are compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Borrower Borrowers with respect to any amount payable by it them hereunder or under any of the other Loan Documents, the Borrower Borrowers will pay to the Administrative Agent, for the account of the Lenders Lenders, the Swingline Lender, the applicable Agent or (as the case may be) the Administrative AgentIssuing Bank, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars or the applicable Optional Currency as shall be necessary to enable the Lenders Lenders, the Swingline Lender, such Agent or the Administrative Agent Issuing Bank to receive the same net amount which the Lenders Lenders, the Swingline Lender, such Agent or the Administrative Agent Issuing Bank would have received on such due date had no such obligation been imposed upon the BorrowerBorrowers. The Borrower Borrowers will deliver promptly to the Administrative Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Borrower Borrowers hereunder or under such other Loan Document. Each Lender claiming any additional amounts payable under this §5.2.2 agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to execute and deliver all such documents and instruments as the Borrower shall reasonably request or to change the jurisdiction of its applicable lending office if the execution of such documents or the making of such a change would avoid the need for or substantially reduce the amount of additional amounts which would thereafter accrue and would not, in the sole and absolute determination of such Lender, be otherwise disadvantageous to such Lender, which determination by such Lender shall be conclusive. The Borrower shall not be liable for taxes paid by the Administrative Agent or any Lender that are based upon the Administrative Agent’s or such Lender’s net income or for any withholdings required to be made pursuant to applicable law that are credited against taxes based on the Administrative Agent’s or such Lender’s net income.

No Offset, etc. All payments by the Borrower hereunder and --------------- under any of the other Loan Documents shall be made without recoupment, setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Borrower is compelled by law to make such deduction or withholding. If Subject to (S)3.3.3, if any such obligation is imposed upon the Borrower with respect to any amount payable by it hereunder or under any of the other Loan Documents, the Borrower will pay to the Administrative Agent, for the account of the Lenders or (as the case may be) the Administrative Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Lenders or the Administrative Agent to receive the same net amount which the Lenders or the Administrative Agent would have received on such due date had no such obligation been imposed upon the Borrower. However, for this purpose, additional amounts will not include (i) in the case of each Lender, each Liquidity Provider and the Administrative Agent, taxes measured by its net income and franchise taxes imposed on it by the jurisdiction (or any political subdivision thereof) under the laws of which it is organized and (ii) in the case of each Lender and each Liquidity Provider, taxes measured by its net income and franchise taxes imposed on it by the jurisdiction in which its lending office is located. The Borrower will deliver promptly to the Administrative Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Borrower hereunder or under such other Loan Document. Each Lender claiming any additional amounts payable under this §5.2.2 agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to execute and deliver all such documents and instruments as If the Borrower shall reasonably request or incurs any costs with respect to change any Lender by reason of this (S)3.3.2, the jurisdiction of its applicable lending office if Borrower will have the execution of such documents or the making of such a change would avoid the need for or substantially reduce the amount of additional amounts which would thereafter accrue and would not, in the sole and absolute determination of such Lender, be otherwise disadvantageous right to such Lender, which determination by replace such Lender shall be conclusive. The Borrower shall not be liable for taxes paid by in accordance with the Administrative Agent or any Lender that are based upon the Administrative Agent’s or such Lender’s net income or for any withholdings required to be made pursuant to applicable law that are credited against taxes based on the Administrative Agent’s or such Lender’s net incomeprovisions of (S)3.12 hereof.