Common use of Payment of Taxes Clause in Contracts

Payment of Taxes. Any and all payments by the Borrower to or for the account of the Administrative Agent or any Lender under any Credit Document shall be made free and clear of and without deduction for any and all present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, but excluding, in the case of the Administrative Agent and each Lender, taxes imposed on or measured by its net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which the Administrative Agent or such Lender, as the case may be, is organized or maintains its Lending Office (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”). If the Borrower shall be required by any Requirement of Law to deduct any Taxes from or in respect of any sum payable under any Credit Document to the Administrative Agent or any Lender, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.13(a)), the Administrative Agent or such Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other Governmental Authority in accordance with applicable Requirements of Law, and (iv) within 30 days after the date of such payment, the Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender, if applicable) the original or a certified copy of a receipt evidencing payment thereof, to the extent such receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agent.

Payment of Taxes. Any and Except as otherwise specified as contemplated by Section 3.1 for Securities of any series, all payments by that the Borrower Corporation makes under or with respect to or for the account Securities of the Administrative Agent or any Lender under any Credit Document shall series will be made free and clear of and without withholding or deduction for or on account of any and all present or future incometax, stamp duty, levy, impost, assessment or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar governmental charges, including penalties, interest and all other similar liabilities with respect related thereto, but excludingof whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of Canada or any other jurisdiction in which the case Corporation is incorporated, organized or otherwise resident or engaged in or carrying on business for tax purposes or from or through which the Corporation makes any payment on the Securities of the Administrative Agent and each Lendersuch series, taxes imposed on or measured by its net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereofor taxing authority or agency thereof or therein (each, a “Relevant Taxing Jurisdiction”), unless withholding or deduction is then required by law. If the Corporation or any other applicable withholding agent is required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Securities of any series, the Corporation will pay to each Holder of such Securities as additional interest such additional amounts (“Additional Amounts”) as may be necessary to ensure that the net amount received by each Holder or beneficial owner of the Securities of such series after such withholding or deduction, including any withholding or deduction attributable to the Additional Amounts, will be not less than the amount the Holder or beneficial owner would have received if such Taxes had not been required to be withheld or deducted. However, no Additional Amounts will be payable in respect or on account of: (1) any Taxes that would not have been imposed or levied but for a present or former connection, including citizenship, nationality, residence, domicile, incorporation, or existence of a business, a permanent establishment, a dependent agent, a place of business or a place of management present or deemed present within such Relevant Taxing Jurisdiction, between such Holder or beneficial owner, or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation, and the Relevant Taxing Jurisdiction, other than any connection arising solely from the acquisition, ownership or disposition of the Securities of any series, the receipt of payments under or with respect to the Laws Securities of any series, or the exercise or enforcement of rights under or with respect to the Securities of any series or this Indenture; (2) any Taxes that are imposed or withheld by reason of the failure of the Holder or beneficial owner of Securities of any series, following the Corporation’s reasonable written request addressed to the Holder, and made at a time that would enable the Holder or beneficial owner acting reasonably to comply with that request, and in all events at least 30 calendar days before the relevant date on which payment under or with respect to the Administrative Agent Securities of such series is due and payable, to comply with any certification or such Lenderidentification requirements, whether required or imposed by statute, regulation or administrative practice of a Relevant Taxing Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Relevant Taxing Jurisdiction, including a certification that the Holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction, but, in each case, only to the extent that the Holder or beneficial owner, as the case may be, is organized legally eligible to provide such certification; (3) any estate, inheritance, gift, sales, transfer, personal property or maintains its Lending Office similar Taxes; (all such non-excluded present 4) any Tax which is payable otherwise than by deduction or future incomewithholding by the Corporation from payments made under or with respect to the Securities of any series; (5) any Canadian withholding Taxes paid or payable by reason of (A) the Holder, stamp beneficial owner or other taxesrecipient of the amount not dealing at arm’s length with the Corporation for the purposes of the Income Tax Act (Canada), dutiesor (B) the Holder or beneficial owner being, leviesor not dealing at arm’s length with, impostsa “specified shareholder” of the Corporation for the purposes of subsection 18(5) of the Income Tax Act (Canada); (6) any Tax imposed on or with respect to any payment by the Corporation to the Holder if such Holder is a fiduciary or partnership or person other than the sole beneficial owner of such payment to the extent that Taxes would not have been imposed on such payment had the beneficiary, deductions, assessments, fees, withholdings partner or similar charges, and liabilities being hereinafter referred to as “Taxes”). If other beneficial owner directly held the Borrower shall be required by any Requirement of Law to deduct any Taxes from or in respect Securities of any sum payable under series; (7) any Credit Document Tax that is imposed or levied by reason of the presentation, where presentation is required in order to receive payment, of the Administrative Agent or any Lender, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.13(a)), the Administrative Agent or such Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other Governmental Authority in accordance with applicable Requirements Securities of Law, and (iv) within a series for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the beneficial owner or Holder thereof would have been entitled to Additional Amounts had the Securities been presented for payment on any date during such 30 day period; (8) any Tax that is imposed or levied on or with respect to a Security of a series presented for payment on behalf of a Holder or beneficial owner who would have been able to avoid such withholding or deduction by presenting the relevant Security of such payment, the Borrower shall furnish series to the Administrative Agent another paying agent; (which shall forward the same to such Lender, if applicable9) the original or a certified copy of a receipt evidencing payment thereof, any Taxes to the extent such receipt Taxes are directly attributable to the failure of the Holder or beneficial owner to qualify for an exemption from U.S. federal withholding tax with respect to payments of interest pursuant to an applicable income tax treaty to which the United States is issued therefora party or pursuant to the “portfolio interest” exemption as defined in Section 871(h) or 881(c), as applicable, of the Internal Revenue Code, in each case, as such treaty or section was in effect on the issuance date (determined without regard to the requirement that such holder or beneficial owner provide the applicable Internal Revenue Service Form W-8); (10) any Taxes imposed pursuant to Sections 1471 through 1474 of the Internal Revenue Code as of the issuance date (and any amended or successor version that is substantially comparable), any regulations or other official guidance thereunder or agreements (including any intergovernmental agreements or any laws, rules or practices implementing such intergovernmental agreements) entered into in connection therewith; (11) any Tax required to be deducted or withheld from any fee, commission or other amount paid to a non-resident of Canada (within the Meaning of the Income Tax Act (Canada) in respect of services rendered in Canada of any nature whatever; or (12) any Taxes that are imposed in respect of any combination of clauses (1) through (11) above. (1) Notwithstanding clause (4) above, where Tax is payable pursuant to Section 803 of the Regulations under the Income Tax Act (Canada) by a Holder or beneficial owner of the Securities in respect of any amount payable under the Securities to the Holder, other than by reason of a transfer of the Securities to a person resident in Canada for the purposes of such Act, but no Additional Amount is paid in respect of such Tax (excluding any penalties or interest relating thereto), the Corporation will pay to such Holder an amount equal to such Tax within 45 days after receiving from the Holder a notice containing reasonable particulars of the Tax so payable; provided, that such Holder or beneficial owner would have been entitled to receive Additional Amounts on account of such Tax but for the fact that it is payable otherwise than by deduction or withholding from payments made under or with respect to the Securities. (2) Notwithstanding any other provision hereof, the Corporation, if the Corporation is an applicable withholding agent, or is otherwise required to withhold amounts under applicable law, will (A) make such withholding or deduction required by applicable law and (B) remit the full amount deducted or withheld to the relevant taxing authority in accordance with applicable law. (3) At least 30 calendar days prior to each date on which any payment under or with respect to the Securities of any series is due and payable, if the Corporation will be obligated to pay Additional Amounts with respect to such payment, unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Securities of such series is due and payable, in which case it will be promptly thereafter, the Corporation will deliver to the U.S. Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and will set forth such other written proof information, other than the identities of Holders and beneficial owners, necessary to enable the U.S. Trustee or Paying Agent to pay such Additional Amounts to Holders and beneficial owners (net of applicable withholding tax) on the relevant payment thereof that is date. The U.S. Trustee will make such payments in the same manner as any other payments on the Securities of such series. The Corporation will provide the U.S. Trustee with documentation reasonably satisfactory to the Administrative AgentU.S. Trustee evidencing payment of such Additional Amounts. (4) The Corporation will take reasonable efforts to furnish to the U.S. Trustee or a Holder within a reasonable time certified copies of tax receipts or other evidence of the payment by the Corporation of any Taxes imposed or levied by a Relevant Taxing Jurisdiction. (5) The Corporation will pay any present or future stamp, issue, registration, court documentation, excise or property taxes or other similar taxes, charges and duties, including interest, additions to tax and penalties with respect thereto, imposed by any Relevant Taxing Jurisdiction in respect of the receipt of any payment under or with respect to the Securities of any series, the execution, issue, delivery or registration of the Securities of such series or this Indenture or any other document or instrument referred to thereunder and any such taxes, charges, duties or similar levies imposed by any jurisdiction as a result of, or in connection with, the enforcement of the Securities of such series or this Indenture or any such other document or instrument following the occurrence of any Event of Default with respect to the Securities of such series. The Corporation will not, however, pay such amounts that are imposed on or result from a sale or other transfer or disposition by a Holder or beneficial owner of a Security. (6) The preceding provisions will survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which any successor person to the Corporation is organized, incorporated or otherwise resident or engaged in or carrying on business for tax purposes and any political subdivision or taxing authority or agency thereof or therein.

Payment of Taxes. Any Each Credit Party will pay, when due and all payments by the Borrower to or for the account of the Administrative Agent or any Lender under any Credit Document shall be made free and clear of and without deduction for any and all present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, but excluding, in the case of the Administrative Agent and each Lender, taxes imposed on or measured by its net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which the Administrative Agent or such Lender, as the case may be, is organized or maintains its Lending Office (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”). If the Borrower shall be required by any Requirement of Law to deduct any Taxes from or in respect of any sum payable under any Credit Document to the Administrative Agent or any Lenderpayable, (i) all federal income tax and all other material federal, state, local and foreign (if applicable) Taxes and all other material franchise, income, employment, social security benefits, withholding and sales Taxes, lawfully levied or assessed upon such Borrower or any of the sum payable Collateral including real and personal property Taxes unless the same are being Properly Contested, and (ii) all other Taxes lawfully levied or assessed upon any Borrower or any of the Collateral, unless the same are being Properly Contested or failure to pay could not reasonably be expected to result in a Material Adverse Effect, an Event of Default or material liability to any Credit Party. If any Taxes are delinquent, or if any claim shall be increased as necessary so made which creates a valid Lien on the Collateral (other than Permitted Encumbrances), Agent may (after first providing notice to such Borrower and a reasonable opportunity to cure the same), but shall not be required to, pay the Taxes and each Borrower hereby indemnifies and holds Agent and each Lender harmless in respect thereof. Agent will not pay any Taxes to the extent that after making all required deductions (including deductions any applicable Borrower has Properly Contested such Taxes and provided notice of same to additional sums payable Agent. The amount of any payment by Agent under this Section 3.13(a)4.12 shall be charged to Borrowers’ Account as a Revolving Advance maintained as a Domestic Rate Loan and added to the Obligations and, until Borrowers shall furnish Agent with an indemnity therefor (or supply Agent with evidence satisfactory to Agent in its Permitted Discretion that due provision for the payment thereof has been made), Agent may hold without interest any balance standing to Borrowers’ credit and Agent shall retain its security interest in and Lien on any and all Collateral held by Agent. Failure or delay on the Administrative part of Agent or such Lenderto provide notice pursuant to this section shall not constitute a waiver of Agent’s rights and remedies hereunder, other than as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other Governmental Authority qualified in accordance with applicable Requirements of Law, and (iv) within 30 days after the date of such payment, the Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender, if applicable) the original or a certified copy of a receipt evidencing payment thereof, to the extent such receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agentthis Section 4.12.

Payment of Taxes. Any and all payments by the Borrower to or for the account of the Administrative Agent or any Lender Qualified Borrower hereunder or under any Credit Document Note or other document evidencing any Obligations shall be made made, in accordance with Section 4.2, free and clear of and without deduction reduction for any and all present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessmentscharges, fees, withholdings or similar chargeswithholdings, and all stamp or documentary taxes, excise taxes, ad valorem taxes and other taxes imposed on the value of the Property, charges or levies which arise from the execution, delivery or registration, or from payment or performance under, or otherwise with respect to, any of the Loan Documents or the Revolving Credit Commitments and all other liabilities with respect thereto, but thereto excluding, in the case of the Administrative Agent and each Lender, taxes imposed on or measured by its net income, income or overall gross receipts and capital and franchise taxes imposed on it by (in lieu i) the United States, (ii) the Governmental Authority of net income taxes), by the jurisdiction (in which such Lender’s Applicable Lending Office is located or any political subdivision thereofthereof or (iii) under the Laws of Governmental Authority in which the Administrative Agent such Person is organized, managed and controlled or such Lender, as the case may be, is organized or maintains its Lending Office any political subdivision thereof (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, charges and withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”). If the Borrower or any Qualified Borrower shall be required by any Requirement of Law law to withhold or deduct any Taxes from or in respect of any sum payable hereunder or under any Credit Document such Note or document to the Administrative Agent or any Lender, (ix) the sum payable to such Lender shall be increased as may be necessary so that after making all required withholding or deductions (including withholding or deductions applicable to additional sums payable under this Section 3.13(a)), the Administrative Agent or 13.1) such Lender, as the case may be, Lender receives an amount equal to the sum it would have received had no such withholding or deductions been made, (iiy) the Borrower shall make such withholding or deductions, and (iiiz) the Borrower shall pay the full amount withheld or deducted to the relevant taxation authority or other Governmental Authority authority in accordance with applicable Requirements of Law, and (iv) within 30 days after the date of such payment, the Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender, if applicable) the original or a certified copy of a receipt evidencing payment thereof, to the extent such receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agentlaw.

Payment of Taxes. Any The Charterer agrees that each payment of Base ---------------- Hire and all payments by Termination Value pursuant to the Borrower to or for the account of the Administrative Agent or any Lender under any Credit Document Charter shall be made free and clear of and without deduction for all withholding with respect to Taxes of any and all present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar chargesnature whatsoever, and all liabilities with respect thereto, but excluding, in the case of event that the Administrative Agent and each Lender, taxes imposed on or measured by its net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which the Administrative Agent or such Lender, as the case may be, is organized or maintains its Lending Office (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”). If the Borrower Charterer shall be required by applicable law to make any Requirement of Law to deduct such withholding for any Taxes from or in respect of any sum payable under any Credit Document to the Administrative Agent or any Lendersuch payment, (ix) the sum Base Hire and Termination Value payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.13(a)), withholdings the Administrative Agent or such Lender, as the case may be, Tax Indemnitee receives an amount equal to the sum Hire it would have received had no such deductions withholdings not been made, (y) the Charterer shall make such withholdings and (z) the Charterer shall pay the full amount withheld to the relevant taxing authority in accordance with applicable law. If for any reason, the Charterer is required to make any payment to a taxing authority or to any Tax Indemnitee as a result of the application of the preceding sentence or otherwise that relates to or is a result of any Tax imposed on or with respect to any Tax Indemnitee which Tax (in whole or in part) is not the responsibility of the Charterer under the terms of this Section 13.2, then the Tax Indemnitee in respect of whom such Tax is an excluded Tax hereunder shall, within 30 days after receipt of notice of payment of the Tax and appropriate payment documentation with respect thereto, pay to the Charterer an amount which equals the amount paid by the Charterer with respect to or as a result of such Tax that is not the responsibility of the Charterer (including any expenses or other charges borne by the Charterer) increased by (but subject to the proviso in Section 13.2(f)) the amount of tax savings to such Tax Indemnitee attributable to the making of such payment to the Charterer. Each Tax Indemnitee also agrees (subject to the proviso in Section 13.2(f)) to reimburse the Charterer for any amounts withheld for which such Tax Indemnitee obtains a credit or refund, within 30 days after receipt of such credit or refund. Except as provided in Section 13.2(b), the Charterer agrees to pay, and to indemnify, protect, defend, save and keep harmless each Tax Indemnitee, on an After-Tax Basis, whether or not any or all of the transactions contemplated hereby are consummated in whole or in part, from and against any and all taxes, impositions, fees, levies, assessments, duties, withholdings, governmental claims or other charges of any nature whatsoever (together with any related interest, fines, penalties or additions to tax), including, without limitation, rental, income, withholding, sales, use, transfer, leasing, personal property, excise, receipts, franchise, value-added, stamp, filing, recording, documentation or license taxes, however imposed or asserted, by any United States federal, state or local government or taxing authority (including any possession or territory thereof) or any foreign government or taxing authority or subdivision thereof, or any international taxing authority or any subdivision or taxing authority of any thereof (all the foregoing being herein collectively called "Taxes" or, separately, a "Tax"), upon or with respect to (i) the Vessel ----- --- Interest or any portion thereof or interest therein, (ii) the Borrower shall make such deductionsacquisition, purchase, sale, financing, chartering, subchartering, sub-subchartering and sub- sub-subchartering, ownership, maintenance, repair, modification, replacement, removal, substitution, redelivery, alteration, insuring, control, use, operation, manufacture, assembly, delivery, possession, repossession, location, storage, importation, exportation, refinancing, refunding, transfer of title, registration, reregistration, transfer of registration, return or other disposition thereof of all or any part of the Vessel Interest or any portion thereof or interest therein, (iii) the Borrower shall pay rental payments (including, without limitation, all Base Hire and Supplemental Hire), receipts or earnings arising from the full amount deducted Vessel Interest or any portion thereof or interest therein, or payable pursuant to the relevant taxation authority Charter, or any other Governmental Authority in accordance payment or right to receive payment pursuant to the Operative Documents or the Pass Through Trust Agreement or Pass Through Certificate (including, without limitation, any payment of principal, interest, discount or premium on or with applicable Requirements of Lawrespect to the Secured Note), and (iv) within 30 days after the date Operative Documents and any other documents contemplated hereby or thereby and amendments and supplements thereto, or the issuance, refunding, refinancing or resetting of such paymentthe Secured Note or the Pass Through Certificate or any other document executed and delivered in connection with the consummation of the transactions contemplated by the Operative Documents or Pass Through Trust Agreement or the interest of any Tax Indemnitee in any of the foregoing, or the execution, amendment, issuance or delivery of any of the foregoing, (v) the Indenture Estate or Trust Estate or Pass Through Trust or the property, or the income or other proceeds received with respect to the property, held by the Indenture Trustee under the Indenture or the Owner Trustee under the Trust Agreement, or (vi) otherwise arising out of, with respect to, or in connection with the transactions contemplated by the Operative Documents, the Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender, if applicable) the original or a certified copy of a receipt evidencing payment thereof, to the extent such receipt is issued thereforPass Through Certificate, or other written proof of payment thereof that is reasonably satisfactory to the Administrative AgentPass Through Trust Agreement.

Payment of Taxes. Any and all payments by the Borrower to Borrowers hereunder, under the Notes or for the account of the Administrative Agent or any Lender under any Credit other Loan Document shall be made free and clear of and without deduction for any and all present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings charges or similar chargeswithholdings, and all liabilities with respect thereto, but excluding, in the case of each Lender, each Issuing Bank and the Administrative Agent and each LenderAgent, taxes imposed on or measured by its net income, capital, profits or gains and franchise taxes imposed on it it, in each case by (in lieu of net income taxesi) the United States except withholding taxes contemplated pursuant to Section 3.03(e)(ii)(C), by (ii) the Governmental Authority of the jurisdiction (or any political subdivision thereof) under the Laws of in which the Administrative Agent or such Lender's office is located or (iii) the Governmental Authority in which such Person is organized, as the managed, controlled or doing business, in each case may be, is organized or maintains its Lending Office including all political subdivisions thereof (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, feescharges, withholdings or similar charges, and liabilities being hereinafter referred to as “"Taxes”"). If the any Borrower shall be required by any Requirement of Law law to withhold or deduct any Taxes from or in respect of any sum payable hereunder, under the Notes or under any Credit other Loan Document to the Administrative Agent or any Lender, any Issuing Bank or the Administrative Agent, (ix) the such sum payable shall be increased as may be necessary so that after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section 3.13(a))3.03) such Lender, such Issuing Bank or the Administrative Agent or such Lender, (as the case may be, ) receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (iiy) the such Borrower shall make such withholdings or deductions, and (iiiz) the such Borrower shall pay the full amount withheld or deducted to the relevant taxation authority or other Governmental Authority authority in accordance with applicable Requirements of Law, and (iv) within 30 days after the date of such payment, the Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender, if applicable) the original or a certified copy of a receipt evidencing payment thereof, to the extent such receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agentlaw.

Payment of Taxes. Any and all payments by (a) Tenant shall pay Tenant’s Building Share or Tenant’s Project Share of Real Property Taxes, as relevant, as is provided for in Section 4.05 above. (b) Except as otherwise expressly provided herein below, if at any time during the Borrower to or for Lease Term, the account State of the Administrative Agent or any Lender under any Credit Document shall be made free and clear of and without deduction for any and all present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, but excluding, in the case of the Administrative Agent and each Lender, taxes imposed on or measured by its net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (California or any political subdivision thereof) of the state, including any county, city, city and county, public corporation, district, or any other political entity or public corporation of this state, levies or assesses against Landlord a tax (excluding a tax on Landlord’s net income), fee, charge, imposition or excise on rents under leases of space in the Laws Building or the Project, the square footage of which the Administrative Agent Building or such Lenderthe Project, the act of entering into leases of space in the Building or the Project, or the occupancy of tenants of the Building or the Project, or levies or assesses against Landlord any other tax, fee, or excise, however described, including, without limitation, a so-called value added, business license, transit, commuter, environmental or energy tax fee, charge or excise or imposition related to the Building or the Project, as the case may bea direct substitution in whole or in part for, is organized or maintains its Lending Office in addition to, any Real Property Taxes (all such non-excluded present or future incomecollectively, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Additional Real Property Taxes”). If , then the Borrower same shall be required by included in “Real Property Taxes” for all purposes hereunder; provided that, notwithstanding the foregoing, if any Requirement of Law such Additional Real Property Taxes pertain solely to deduct any Taxes from or in respect of any sum payable under any Credit Document to the Administrative Agent or any Lender, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable Rent under this Section 3.13(aLease (as opposed to under all leases of space in the Building or the Project)), the Administrative Agent or such Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductionssquare footage of the Premises (as opposed to the square footage of the Building or the Project), (iii) the Borrower act of entering into this Lease (as opposed to all leases of space in the Building or the Project), or (iv) the occupancy of Tenant (as opposed to all tenants or occupants of the Building or the Project), then such Additional Real Property Taxes shall not be included in “Real Property Taxes,” and shall be the sole obligation and liability of Tenant and shall be paid by Tenant, as Additional Rent, ten (10) Business Days before delinquency (or, if such Additional Real Property Taxes are levied against Landlord or Landlord’s property, then Landlord shall pay the full same before delinquency and Tenant shall reimburse Landlord the amount deducted of the same within ten (10) Business Days after written demand accompanied by a copy of Landlord’s tax xxxx); and further provided that, if any such Additional Real Property Taxes pertain not only to the relevant taxation authority Project, but to additional property of Landlord located outside the Project as well, then “Real Property Taxes” shall only include a portion of such Additional Real Property Taxes, which portion shall be computed upon the amounts and at the rates that otherwise would be payable if the Project were the only property of Landlord. (c) Landlord shall provide Tenant with copies of all tax and assessment bills on the Premises promptly upon Landlord’s receipt of Tenant’s written request therefor, and Landlord shall also provide to Tenant evidence of payment promptly upon Landlord’s receipt of Tenant’s written request therefor. (d) With respect to taxes and assessments which may lawfully be paid in installments, “Real Property Taxes” for any period during the Lease Term shall include only such portion of the same which is payable within such period, including any interest payable thereon, computed (whether or not such is the case) as if Landlord had elected to pay the same over the longest period permitted by law. (e) If Landlord shall obtain any abatement or refund on account of any Real Property Taxes or other Governmental Authority Additional Real Property Taxes as to which Tenant shall have made payments hereunder, then Landlord shall promptly refund to Tenant an equitable portion of any such abatement or refund, after deducting therefrom the reasonable out-of-pocket costs and expenses incurred by Landlord in accordance with applicable Requirements of Law, and (iv) within 30 days after the date of obtaining such payment, the Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender, if applicable) the original abatement or a certified copy of a receipt evidencing payment thereof, to the extent such receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agentrefund.

Payment of Taxes. Any and all payments by the Borrower to or for the account of the Administrative Agent or any Lender under any Credit Document shall be made free and clear of and without deduction for any and all present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, but excluding, in the case of the Administrative Agent and each Lender, taxes imposed on or measured by its net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which the Administrative Agent or such Lender, as the case may be, is organized or maintains its Lending Office (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “"Taxes”"). If the Borrower shall be required by any Requirement of Law to deduct any Taxes from or in respect of any sum payable under any Credit Document to the Administrative Agent or any Lender, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.13(a)), the Administrative Agent or such Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other Governmental Authority in accordance with applicable Requirements of Law, and (iv) within 30 days after the date of such payment, the Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender, if applicable) the original or a certified copy of a receipt evidencing payment thereof, to the extent such receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agent.

Payment of Taxes. Any Neither the Company, any Subsidiary, nor any entity to whose liabilities the Company has succeeded, has filed or been included in a consolidated, unitary or combined tax return with another person. Except as set forth in Schedule 4.7 and the Company Reports, the Company represents and warrants that (a) the Company and each Subsidiary has filed all payments tax returns and reports required to have been filed by or for it, including but not limited to income tax, sales tax, use tax and payroll tax returns, (b) all material information set forth in such returns or reports is accurate and complete, (c) the Company and each Subsidiary has paid or made adequate provision for all taxes, additions to tax, penalties, and interest payable by the Borrower Company and its Subsidiaries, (d) no material unpaid tax deficiency has been asserted against or with respect to the Company or any Subsidiary by any taxing authority, nor has the Company or any Subsidiary received written notice of any such assertion, (e) the Company and each Subsidiary has collected or withheld all amount required to be collected or withheld by it for any taxes, and, to the account extent required by law, all such amounts have been paid to the appropriate governmental agencies or set aside in appropriate accounts for future payment when due, (f) the Company and each Subsidiary is in compliance with, and its records contain all information and documents necessary to comply with, all applicable information-reporting and tax-withholding requirements, (g) the June 30, 2008 balance sheet fully and properly reflects, as of the Administrative Agent or any Lender under any Credit Document shall be made free date thereof, the liabilities of the Company and clear of and without deduction its Subsidiaries for any and all present or future income, stamp or other accrued taxes, dutiesadditions to tax, levies, imposts, deductions, assessments, fees, withholdings or similar chargespenalties, and all liabilities with respect theretointerest, but excluding(h) for periods ending after June 30, in 2008, the case books and records of the Administrative Agent Company and each Lender, taxes imposed on or measured by its net income, Subsidiaries fully and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which the Administrative Agent or such Lender, as the case may be, is organized or maintains properly reflect its Lending Office (liability for all such non-excluded present or future income, stamp or other accrued taxes, dutiesadditions to tax, levies, imposts, deductions, assessments, fees, withholdings or similar charges, penalties and liabilities being hereinafter referred to as “Taxes”). If the Borrower shall be required by any Requirement of Law to deduct any Taxes from or in respect of any sum payable under any Credit Document to the Administrative Agent or any Lenderinterest, (i) the sum payable shall be increased Company and its Subsidiaries have not granted, nor are they subject to, any waiver of the period of limitations of the assessment of tax for any currently open taxable period, (j) the Company and its Subsidiaries have not made or entered into, and holds no asset subject to, a consent filed pursuant to Section 341(f) of the U.S. Internal Revenue Code of 1986, as necessary so that after making all required deductions amended (including deductions applicable to additional sums payable under this Section 3.13(a)the “Code”), and the Administrative Agent regulations thereunder or such Lendera “safe harbor lease” subject to former Section 168(f)(8) of the Internal Revenue Code of 1954, as amended before the case may beTax Reform Act of 1986, receives an amount equal to and the sum it would have received had no such deductions been maderegulations thereunder, (iik) the Borrower shall make such deductions, Company and its Subsidiaries are not required to include in income any amount for an adjustment pursuant to Section 481 of the Code or the regulations thereunder and (iiil) the Borrower shall pay the full amount deducted to the relevant taxation authority Company and its Subsidiaries are not a party, or obligated under, any agreement or other Governmental Authority in accordance with applicable Requirements arrangement providing for the payment of Law, and (iv) within 30 days after any amount that would be an “excess parachute payment” under Section 280G of the date of such payment, the Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender, if applicable) the original or a certified copy of a receipt evidencing payment thereof, to the extent such receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative AgentCode.

Payment of Taxes. Any and Except as otherwise specified as contemplated by Section 3.1 for Securities of any series, all payments by that the Borrower Corporation makes under or with respect to or for the account Securities of the Administrative Agent or any Lender under any Credit Document shall series will be made free and clear of and without withholding or deduction for or on account of any and all present or future incometax, stamp duty, levy, impost, assessment or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar governmental charges, including penalties, interest and all other similar liabilities with respect related thereto, but excludingof whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of Canada or any other jurisdiction in which the case Corporation is incorporated, organized or otherwise resident or engaged in or carrying on business for tax purposes or from or through which the Corporation makes any payment on the Securities of the Administrative Agent and each Lendersuch series, taxes imposed on or measured by its net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereofor taxing authority or agency thereof or therein (each, a “Relevant Taxing Jurisdiction”), unless withholding or deduction is then required by law. If the Corporation or any other applicable withholding agent is required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Securities of any series, the Corporation will pay to each Holder of such Securities as additional interest such additional amounts (“Additional Amounts”) as may be necessary to ensure that the net amount received by each Holder or beneficial owner of the Securities of such series after such withholding or deduction, including any withholding or deduction attributable to the Additional Amounts, will be not less than the amount the Holder or beneficial owner would have received if such Taxes had not been required to be withheld or deducted. However, no Additional Amounts will be payable in respect or on account of: (1) any Taxes that would not have been imposed or levied but for a present or former connection, including citizenship, nationality, residence, domicile, incorporation, or existence of a business, a permanent establishment, a dependent agent, a place of business or a place of management present or deemed present within such Relevant Taxing Jurisdiction, between such Holder or beneficial owner, or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation, and the Relevant Taxing Jurisdiction, other than any connection arising solely from the acquisition, ownership or disposition of the Securities of any series, the receipt of payments under or with respect to the Laws Securities of any series, or the exercise or enforcement of rights under or with respect to the Securities of any series or this Indenture; (2) any Taxes that are imposed or withheld by reason of the failure of the Holder or beneficial owner of Securities of any series, following the Corporation’s reasonable written request addressed to the Holder, and made at a time that would enable the Holder or beneficial owner acting reasonably to comply with that request, and in all events at least 30 calendar days before the relevant date on which payment under or with respect to the Administrative Agent Securities of such series is due and payable, to comply with any certification or such Lenderidentification requirements, whether required or imposed by statute, regulation or administrative practice of a Relevant Taxing Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Relevant Taxing Jurisdiction, including a certification that the Holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction, but, in each case, only to the extent that the Holder or beneficial owner, as the case may be, is organized legally eligible to provide such certification; (3) any estate, inheritance, gift, sales, transfer, personal property or maintains its Lending Office similar Taxes; (all such non-excluded present 4) any Tax which is payable otherwise than by deduction or future incomewithholding by the Corporation from payments made under or with respect to the Securities of any series; (5) any Canadian withholding Taxes paid or payable by reason of (A) the Holder, stamp beneficial owner or other taxesrecipient of the amount not dealing at arm’s length with the Corporation for the purposes of the Income Tax Act (Canada), dutiesor (B) the Holder or beneficial owner being, leviesor not dealing at arm’s length with, impostsa “specified shareholder” of the Corporation for the purposes of subsection 18(5) of the Income Tax Act (Canada); (6) any Tax imposed on or with respect to any payment by the Corporation to the Holder if such Holder is a fiduciary or partnership or person other than the sole beneficial owner of such payment to the extent that Taxes would not have been imposed on such payment had the beneficiary, deductions, assessments, fees, withholdings partner or similar charges, and liabilities being hereinafter referred to as “Taxes”). If other beneficial owner directly held the Borrower shall be required by any Requirement of Law to deduct any Taxes from or in respect Securities of any sum payable under series; (7) any Credit Document Tax that is imposed or levied by reason of the presentation, where presentation is required in order to receive payment, of the Administrative Agent or any Lender, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.13(a)), the Administrative Agent or such Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other Governmental Authority in accordance with applicable Requirements Securities of Law, and (iv) within a series for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the beneficial owner or Holder thereof would have been entitled to Additional Amounts had the Securities been presented for payment on any date during such 30 day period; (8) any Tax that is imposed or levied on or with respect to a Security of a series presented for payment on behalf of a Holder or beneficial owner who would have been able to avoid such withholding or deduction by presenting the relevant Security of such payment, the Borrower shall furnish series to the Administrative Agent another paying agent; (which shall forward the same to such Lender, if applicable9) the original or a certified copy of a receipt evidencing payment thereof, any Taxes to the extent such receipt Taxes are directly attributable to the failure of the Holder or beneficial owner to qualify for an exemption from U.S. federal withholding tax with respect to payments of interest pursuant to an applicable income tax treaty to which the United States is issued therefora party or pursuant to the “portfolio interest” exemption as defined in Section 871(h) or 881(c), as applicable, of the Internal Revenue Code, in each case, as such treaty or section was in effect on the issuance date (determined without regard to the requirement that such holder or beneficial owner provide the applicable Internal Revenue Service Form W-8); (10) any Taxes imposed pursuant to Sections 1471 through 1474 of the Internal Revenue Code as of the issuance date (and any amended or successor version that is substantially comparable), any regulations or other official guidance thereunder or agreements (including any intergovernmental agreements or any laws, rules or practices implementing such intergovernmental agreements) entered into in connection therewith; (11) any Tax required to be deducted or withheld from any fee, commission or other amount paid to a non-resident of Canada (within the meaning of the Income Tax Act (Canada) in respect of services rendered in Canada of any nature whatever; or (12) any Taxes that are imposed in respect of any combination of clauses (1) through (11) above. (1) Notwithstanding clause (4) above, where Tax is payable pursuant to Section 803 of the Regulations under the Income Tax Act (Canada) by a Holder or beneficial owner of the Securities in respect of any amount payable under the Securities to the Holder, other than by reason of a transfer of the Securities to a person resident in Canada for the purposes of such Act, but no Additional Amount is paid in respect of such Tax (excluding any penalties or interest relating thereto), the Corporation will pay to such Holder an amount equal to such Tax within 45 days after receiving from the Holder a notice containing reasonable particulars of the Tax so payable; provided, that such Holder or beneficial owner would have been entitled to receive Additional Amounts on account of such Tax but for the fact that it is payable otherwise than by deduction or withholding from payments made under or with respect to the Securities. (2) Notwithstanding any other provision hereof, the Corporation, if the Corporation is an applicable withholding agent, or is otherwise required to withhold amounts under applicable law, will (A) make such withholding or deduction required by applicable law and (B) remit the full amount deducted or withheld to the relevant taxing authority in accordance with applicable law. (3) At least 30 calendar days prior to each date on which any payment under or with respect to the Securities of any series is due and payable, if the Corporation will be obligated to pay Additional Amounts with respect to such payment, unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Securities of such series is due and payable, in which case it will be promptly thereafter, the Corporation will deliver to the U.S. Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and will set forth such other written proof information, other than the identities of Holders and beneficial owners, necessary to enable the U.S. Trustee or Paying Agent to pay such Additional Amounts to Holders and beneficial owners (net of applicable withholding tax) on the relevant payment thereof that is date. The U.S. Trustee will make such payments in the same manner as any other payments on the Securities of such series. The Corporation will provide the U.S. Trustee with documentation reasonably satisfactory to the Administrative AgentU.S. Trustee evidencing payment of such Additional Amounts. (4) The Corporation will take reasonable efforts to furnish to the U.S. Trustee or a Holder within a reasonable time certified copies of tax receipts or other evidence of the payment by the Corporation of any Taxes imposed or levied by a Relevant Taxing Jurisdiction. (5) The Corporation will pay any present or future stamp, issue, registration, court documentation, excise or property taxes or other similar taxes, charges and duties, including interest, additions to tax and penalties with respect thereto, imposed by any Relevant Taxing Jurisdiction in respect of the receipt of any payment under or with respect to the Securities of any series, the execution, issue, delivery or registration of the Securities of such series or this Indenture or any other document or instrument referred to thereunder and any such taxes, charges, duties or similar levies imposed by any jurisdiction as a result of, or in connection with, the enforcement of the Securities of such series or this Indenture or any such other document or instrument following the occurrence of any Event of Default with respect to the Securities of such series. The Corporation will not, however, pay such amounts that are imposed on or result from a sale or other transfer or disposition by a Holder or beneficial owner of a Security. (6) The preceding provisions will survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which any successor person to the Corporation is organized, incorporated or otherwise resident or engaged in or carrying on business for tax purposes and any political subdivision or taxing authority or agency thereof or therein.

Payment of Taxes. Any All federal, provincial and foreign income tax returns of the Company and its subsidiaries required by law to be filed have been filed (in Canada, the United States and otherwise) and all payments taxes shown by such returns or otherwise assessed, which are due and payable, have been paid (except for any failure to so pay that would be immaterial), except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided. All tax returns, declarations, remittances and filings required to be filed by the Borrower to Company and its subsidiaries have been filed with all appropriate Governmental Entities, all such returns, declarations, remittances and filings are complete and accurate in all material respects and no material fact or for facts have been omitted therefrom which would make any of them misleading and no assessment in connection therewith has been made against the account Company or any of its subsidiaries. To the knowledge of the Administrative Agent Company, there are no issues or disputes outstanding with any Lender under Governmental Entity respecting any Credit Document shall taxes that have been paid, or may be made free and clear of and without deduction for any and all present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, but excluding, in the case of the Administrative Agent and each Lender, taxes imposed on or measured by its net income, and franchise taxes imposed on it (in lieu of net income taxes)payable, by the jurisdiction (Company or any political subdivision thereof) under the Laws of which the Administrative Agent or such Lenderits subsidiaries. There are no agreements, as the case may be, is organized or maintains its Lending Office (all such non-excluded present or future income, stamp waivers or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings arrangements with any taxation authority providing for an extension of time for any assessment or similar charges, and liabilities being hereinafter referred to as “Taxes”). If the Borrower shall be required by any Requirement reassessment of Law to deduct any Taxes from or in taxes with respect of any sum payable under any Credit Document to the Administrative Agent Company or any Lender, of its subsidiaries. The Company and its subsidiaries have each established on their books and records reserves that are adequate for the payment of all taxes not yet due and payable and there are no liens for taxes on the assets and properties of the Company or any of its subsidiaries (i) the sum other than liens for taxes that are not yet due and payable shall be increased as necessary so or that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.13(a)are being contested in good faith), the Administrative Agent or such Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other Governmental Authority in accordance with applicable Requirements of Law, and (iv) within 30 days after the date of such payment, the Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender, if applicable) the original or a certified copy of a receipt evidencing payment thereofand, to the extent knowledge of the Company, there are no audits pending of the tax returns of the Company or any of its subsidiaries (whether federal, state, provincial, local or foreign) and there are no claims which have been asserted relating to any such receipt is issued therefortax returns, which audits and claims, if determined adversely, would result in the assertion by any governmental agency of any material deficiency. All scientific research and experimental development (“SR&ED”) tax incentives applied for by the Company or other written proof any of payment thereof its subsidiaries are bona fide and the Company has no knowledge that is reasonably satisfactory Canada Revenue Agency will disallow, reassess or reduce any SR&ED incentives applied for by or previously granted to the Administrative AgentCompany or any of its subsidiaries.

Payment of Taxes. Any and Except as otherwise specified as contemplated by Section 3.1 for Securities of any series, all payments by that the Borrower Corporation makes under or with respect to the Securities of any series or for the account of Guarantor makes under or with respect to the Administrative Agent or any Lender under any Credit Document shall Guarantee will be made free and clear of and without withholding or deduction for or on account of any and all present or future incometax, stamp duty, levy, impost, assessment or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar governmental charges, including penalties, interest and all other similar liabilities with respect related thereto, but excludingof whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of Canada or any other jurisdiction in which the case Corporation or the Guarantor is incorporated, organized or otherwise resident or engaged in or carrying on business for tax purposes or from or through which the Corporation or the Guarantor makes any payment on the Securities of the Administrative Agent and each Lendersuch series, taxes imposed on or measured by its net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision or taxing authority or agency thereof or therein (each, a “Relevant Taxing Jurisdiction”), unless withholding or deduction is then required by law. If the Corporation, the Guarantor or any other applicable withholding agent is required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Securities of any series or the Guarantee in respect thereof, the Corporation or the Guarantor, as the case may be, will pay to each Holder of such Securities as additional interest such additional amounts (“Additional Amounts”) as may be necessary to ensure that the net amount received by each Holder or beneficial owner of the Securities of such series after such withholding or deduction, including any withholding or deduction attributable to the Additional Amounts, will be not less than the amount the Holder or beneficial owner would have received if such Taxes had not been required to be withheld or deducted. However, no Additional Amounts will be payable in respect or on account of: (1) any Taxes that would not have been imposed or levied but for a present or former connection, including citizenship, nationality, residence, domicile, incorporation, or existence of a business, a permanent establishment, a dependent agent, a place of business or a place of management present or deemed present within such Relevant Taxing Jurisdiction, between such Holder or beneficial owner, or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation, and the Relevant Taxing Jurisdiction, other than any connection arising solely from the acquisition, ownership or disposition of the Securities of any series, the receipt of payments under or with respect to the Laws Securities of any series, or the exercise or enforcement of rights under or with respect to the Securities of any series or this Indenture; (2) any Taxes that are imposed or withheld by reason of the failure of the Holder or beneficial owner of Securities of any series, following the Corporation’s or the Guarantor’s reasonable written request addressed to the Holder, and made at a time that would enable the Holder or beneficial owner acting reasonably to comply with that request, and in all events at least 30 calendar days before the relevant date on which payment under or with respect to the Administrative Agent Securities of such series is due and payable, to comply with any certification or such Lenderidentification requirements, whether required or imposed by statute, regulation or administrative practice of a Relevant Taxing Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Relevant Taxing Jurisdiction, including a certification that the Holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction, but, in each case, only to the extent that the Holder or beneficial owner, as the case may be, is organized legally eligible to provide such certification; (3) any estate, inheritance, gift, sales, transfer, personal property or maintains its Lending Office similar Taxes; (all such non-excluded present 4) any Tax which is payable otherwise than by deduction or future incomewithholding from payments made under or with respect to the Securities of any series; (5) any Canadian withholding Taxes paid or payable by reason of (A) the Holder, stamp beneficial owner or other taxesrecipient of the amount not dealing at arm’s length with the Corporation or the Guarantor for the purposes of the Income Tax Act (Canada), dutiesor (B) the Holder or beneficial owner being, leviesor not dealing at arm’s length with, impostsa “specified shareholder” of the Corporation or the Guarantor for the purposes of subsection 18(5) of the Income Tax Act (Canada); (6) any Tax imposed on or with respect to any payment by the Corporation or the Guarantor to the Holder if such Holder is a fiduciary or partnership or person other than the sole beneficial owner of such payment to the extent that Taxes would not have been imposed on such payment had the beneficiary, deductionspartner or other beneficial owner directly held the Securities of any series; (7) any Tax that is imposed or levied by reason of the presentation, assessmentswhere presentation is required in order to receive payment, feesof the Securities of a series for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, withholdings whichever is later, except to the extent that the beneficial owner or similar charges, and liabilities being hereinafter referred Holder thereof would have been entitled to as “Taxes”). If Additional Amounts had the Borrower shall be required Securities been presented for payment on any date during such 30 day period; (8) any Tax that is imposed or levied on or with respect to a Security of a series presented for payment on behalf of a Holder or beneficial owner who would have been able to avoid such withholding or deduction by any Requirement presenting the relevant Security of Law such series to deduct another paying agent in a member state of the European Union; (9) any Taxes to the extent such Taxes are directly attributable to the failure of the holder or beneficial owner to qualify for an exemption from U.S. federal withholding tax with respect to payments of interest pursuant to an applicable income tax treaty to which the United States is a party or pursuant to the “portfolio interest” exemption as defined in Section 871(h) or 881(c), as applicable, of the Internal Revenue Code, in each case, as such treaty or section was in effect on the issuance date (determined without regard to the requirement that such holder or beneficial owner provide the applicable Internal Revenue Service Form W-8); or (10) any Taxes imposed pursuant to Sections 1471 through 1474 of the Internal Revenue Code as of the issuance date (and any amended or successor version that is substantially comparable), any regulations or other official guidance thereunder or agreements (including any intergovernmental agreements or any laws, rules or practices implementing such intergovernmental agreements) entered into in connection therewith. In addition, Additional Amounts will not be payable with respect to any Taxes that are imposed in respect of any sum combination of the above items. (1) Notwithstanding clause (4) above, where Tax is payable pursuant to Section 803 of the Regulations under the Income Tax Act (Canada) by a Holder or beneficial owner of the Securities in respect of any amount payable under any Credit Document the Securities to the Administrative Agent or any LenderHolder, (i) other than by reason of a transfer of the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable Securities to additional sums payable under this Section 3.13(a))a person resident in Canada with whom the transferor does not deal at arm’s length for the purposes of such Act, but no Additional Amount is paid in respect of such Tax, the Administrative Agent Corporation or such Lenderthe Guarantor, as the case may be, receives will pay to such Holder an amount equal to such Tax within 45 days after receiving from the sum it Holder a notice containing reasonable particulars of the Tax so payable; provided, that such Holder or beneficial owner would have received had no been entitled to receive Additional Amounts on account of such deductions been madeTax but for the fact that it is payable otherwise than by deduction or withholding from payments made under or with respect to the Securities. (2) The Corporation or the Guarantor, as the case may be, if the Corporation or the Guarantor, as the case may be, is an applicable withholding agent, or is otherwise required to withhold amounts under applicable law, will (iiA) the Borrower shall make such deductions, withholding or deduction required by applicable law and (iiiB) the Borrower shall pay remit the full amount deducted or withheld to the relevant taxation taxing authority or other Governmental Authority in accordance with applicable Requirements law. (3) At least 30 calendar days prior to each date on which any payment under or with respect to the Securities of Lawany series is due and payable, and (iv) within 30 days after if the date of Corporation or the Guarantor, as the case may be, will be obligated to pay Additional Amounts with respect to such payment, unless such obligation to pay Additional Amounts arises after the Borrower shall furnish 30th day prior to the Administrative date on which payment under or with respect to the Securities of such series is due and payable, in which case it will be promptly thereafter, the Corporation or the Guarantor, as the case may be, will deliver to the U.S. Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and will set forth such other information, other than the identities of Holders and beneficial owners, necessary to enable the U.S. Trustee or Paying Agent (which shall forward to pay such Additional Amounts to Holders and beneficial owners on the relevant payment date. The U.S. Trustee will make such payments in the same to manner as any other payments on the Securities of such Lenderseries. The Corporation or the Guarantor, if applicable) as the original or a certified copy of a receipt evidencing payment thereofcase may be, to will provide the extent such receipt is issued therefor, or other written proof of payment thereof that is U.S. Trustee with documentation reasonably satisfactory to the Administrative AgentU.S. Trustee evidencing payment of such Additional Amounts. (4) The Corporation or the Guarantor, as the case may be, will take reasonable efforts to furnish to the U.S. Trustee or a Holder within a reasonable time certified copies of tax receipts or other evidence of the payment by the Corporation or the Guarantor, as the case may be, of any Taxes imposed or levied by a Relevant Taxing Jurisdiction. (5) The Corporation or the Guarantor, as the case may be, will pay any present or future stamp, issue, registration, court documentation, excise or property taxes or other similar taxes, charges and duties, including interest, additions to tax and penalties with respect thereto, imposed by any Relevant Taxing Jurisdiction in respect of the receipt of any payment under or with respect to the Securities of any series, the execution, issue, delivery or registration of the Securities of such series or this Indenture or any other document or instrument referred to thereunder and any such taxes, charges, duties or similar levies imposed by any jurisdiction as a result of, or in connection with, the enforcement of the Securities of such series or this Indenture or any such other document or instrument following the occurrence of any Event of Default with respect to the Securities of such series. The Corporation or the Guarantor, as the case may be, will not, however, pay such amounts that are imposed on or result from a sale or other transfer or disposition by a Holder or beneficial owner of a Security. (6) The preceding provisions will survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which any successor person to the Corporation is organized, incorporated or otherwise resident or engaged in or carrying on business for tax purposes and any political subdivision or taxing authority or agency thereof or therein.

Payment of Taxes. Any and all payments by the Borrower to hereunder or for the account of the Administrative Agent or any Lender under any Credit Document Note or other document evidencing any Obligations shall be made made, in accordance with Section 3.02, free and clear of and without deduction reduction for any and all present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessmentscharges, fees, withholdings or similar chargeswithholdings, and all stamp or documentary taxes, excise taxes, ad valorem taxes and other taxes imposed on the value of the Property, charges or levies which arise from the execution, delivery or registration, or from payment or performance under, or otherwise with respect to, any of the Loan Documents or the Commitments and all other liabilities with respect thereto, but thereto excluding, in the case of the Administrative Agent each Lender, each Issuing Bank and each LenderAdministrative Agent, taxes imposed on or measured by its net income, capital, profits or gains and franchise taxes imposed on it by (in lieu of net income taxesi) the United States, except certain withholding taxes contemplated pursuant to Section 3.03(d)(ii)(C), by (ii) the Governmental Authority of the jurisdiction (in which such Lender's Applicable Lending Office is located or any political subdivision thereofthereof or (iii) under the Laws of Governmental Authority in which the Administrative Agent such Person is organized, managed and controlled or such Lender, as the case may be, is organized or maintains its Lending Office any political subdivision thereof (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, feescharges, withholdings or similar charges, and liabilities being hereinafter referred to as “"Taxes”"). If the Borrower shall be required by any Requirement of Law law to withhold or deduct any Taxes from or in respect of any sum payable hereunder or under any Credit Document such Note or document to the Administrative Agent or any Lender, any Issuing Bank or any Administrative Agent, (ix) the sum payable to such Lender or such Administrative Agent shall be increased as may be necessary so that after making all required withholding or deductions (including withholding or deductions applicable to additional sums payable under this Section 3.13(a)), the Administrative Agent or 3.03) such Lender, such Issuing Bank or such Administrative Agent (as the case may be, ) receives an amount equal to the sum it would have received had no such withholding or deductions been made, (iiy) the Borrower shall make such withholding or deductions, and (iiiz) the Borrower shall pay the full amount withheld or deducted to the relevant taxation authority or other Governmental Authority authority in accordance with applicable Requirements of Law, and (iv) within 30 days after the date of such payment, the Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender, if applicable) the original or a certified copy of a receipt evidencing payment thereof, to the extent such receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agentlaw.

Payment of Taxes. Any and all payments by the Borrower Borrowers to or for the account of the Administrative Agent or any Lender under any Credit Document shall be made free and clear of and without deduction for any and all present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, but excluding, in the case of the Administrative Agent and each Lender, taxes imposed on or measured by its net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which the Administrative Agent or such Lender, as the case may be, is organized or maintains its Lending Office (all such non-excluded non‑excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “"Taxes”"). If the a Borrower shall be required by any Requirement of Law to deduct any Taxes from or in respect of any sum payable under any Credit Document to the Administrative Agent or any Lender, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.13(a)), the Administrative Agent or such Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the such Borrower shall make such deductions, (iii) the such Borrower shall pay the full amount deducted to the relevant taxation authority or other Governmental Authority in accordance with applicable Requirements of Law, and (iv) within 30 days after the date of such payment, the such Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender, if applicable) the original or a certified copy of a receipt evidencing payment thereof, to the extent such receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agent.

Payment of Taxes. Any and all payments by the a Borrower to hereunder or for the account of the Administrative Agent or any Lender under any Credit Document Note or other document evidencing any Obligations shall be made made, in accordance with Section 4.02, free and clear of and without deduction reduction for any and all present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessmentscharges, fees, withholdings or similar chargeswithholdings, and all other liabilities with respect thereto, but thereto excluding, in the case of the Administrative Agent and each Lender, each Issuing Bank and the Agent, taxes imposed on or measured by its net incomeincome or overall gross receipts, capital and franchise taxes and branch profits taxes imposed on it by (in lieu of net income taxes), by i) the jurisdiction (United States or any political subdivision thereof, (ii) under the Laws Governmental Authority of the jurisdiction in which such Lender's Applicable Lending Office is located or any political subdivision thereof or (iii) the Administrative Agent Governmental Authority of the jurisdiction in which such Person is organized, managed and controlled, or such LenderPerson has an office or other fixed place of business or is otherwise engaged in business, as the case may be, is organized or maintains its Lending Office any political subdivision thereof (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, charges and withholdings or similar charges, and liabilities being hereinafter referred to as “"Taxes”" and all such excluded taxes shall be referred to as "Excluded Taxes"). If the a Borrower shall be required by any Requirement of Law law to withhold or deduct any Taxes from or in respect of any sum payable hereunder or under any Credit Document such Note or document to the Administrative Agent or any Lender, any Issuing Bank or the Agent, (ix) the sum payable to such Lender, such Issuing Bank, or the Agent shall be increased as may be necessary so that after making all required withholding or deductions (including withholding or deductions applicable to additional sums payable under this Section 3.13(a)), the Administrative Agent or 14.01) such Lender, such Issuing Bank or the Agent (as the case may be, ) receives an amount equal to the sum it would have received had no such withholding or deductions been made, (iiy) the such Borrower shall make such withholding or deductions, and (iiiz) the such Borrower shall pay the full amount withheld or deducted to the relevant taxation authority or other Governmental Authority authority in accordance with applicable Requirements of Lawlaw. In addition, each Borrower agrees to pay any present and (iv) within 30 days after future stamp and documentary taxes and any other excise and property taxes, charges and similar levies which arise from any payment made hereunder or under the date of such paymentNotes or from the execution, the Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender, if applicable) the original delivery or a certified copy of a receipt evidencing payment thereof, to the extent such receipt is issued thereforregistration of, or other written proof of payment thereof that is reasonably satisfactory to otherwise with respect to, this Agreement or the Administrative AgentNotes ("Other Taxes").

Payment of Taxes. Any (a) Each Shareholder agrees to pay all federal, state and all payments by local income taxes (other than those taxes described in Section 1(b) below) payable with respect to the Borrower to or for the account income of the Administrative Agent Company or any Lender under predecessor of which he or she was or is a Shareholder to the extent of his or her pro rata interest as a Shareholder, for all taxable years ending with or prior to the Termination; provided, however, that if, and to the extent, an adjustment is made (as a result of a final determination made by a competent tax authority) to the taxable income of the Company or any Credit Document shall be made free and clear of and without deduction predecessor for any and all present taxable period ending with or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, but excluding, in the case of the Administrative Agent and each Lender, taxes imposed on or measured by its net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which the Administrative Agent or such Lender, as the case may be, is organized or maintains its Lending Office (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”). If the Borrower shall be required by any Requirement of Law to deduct any Taxes from or in respect of any sum payable under any Credit Document prior to the Administrative Agent or any Lender, Termination which results in (i) an increase in income taxes payable by the sum respective Shareholders for any period for which such Shareholders are required to report income of the Company or any predecessor for a period of the Company or any predecessor ending with or prior to the Termination, and (ii) a tax credit or a decrease in taxable income of the Company or any other item which would reduce the income 2 taxes otherwise payable by the Company for any period following the Termination, then the Company shall be increased as necessary so that after making all required deductions promptly make a payment (including deductions applicable the "Company Payment") to additional sums payable under this Section 3.13(a)), the Administrative Agent or such Lender, as the case may be, receives respective Shareholders in an amount equal to the present value of the sum it would have received had no (the "Tax Benefits") of (x) such deductions been madedecrease in taxable income multiplied by the then applicable corporate tax rate, plus (iiy) the Borrower shall make amount of such deductionstax credits, plus (iiiz) the Borrower shall pay amount of any tax savings which would be caused by any such other item, which will be realized by the full amount deducted Company, calculated by discounting the Tax Benefits utilizing a discount rate equal to the relevant taxation authority or other Governmental Authority Applicable Federal Rate ("AFR") (as defined in accordance with applicable Requirements Section 1274(d) of Lawthe Code) which corresponds to the period over which the Tax Benefits will be realized, provided, however, that if, and to the extent, such Tax Benefit is not actually realized by the Company during the period in which such Tax Benefit or portion thereof, was assumed to be realized for purposes of calculating the Company Payment, then the respective Shareholders shall promptly make a payment (ivthe "Shareholder Payment") within 30 days after to the Company equal to the portion of the Tax Benefit which is not actually realized by the Company, together with interest thereon, at the AFR in effect as of the Assumed Tax Benefit Date (as defined below), for the period from the date as of which such Tax Benefit, or portion thereof, was assumed to be realized for purposes of calculating the Company Payment (the "Assumed Tax Benefit Date") to the date of such paymentShareholder Payment. (b) The Company acknowledges that it shall be solely responsible for any federal, state and local taxes (including interest and penalties, if any): (i) directly imposed on the Company, or (ii) computed without regard to the Shareholders' distributive share of the Company's income, including but not limited to the Built-In Gains Tax imposed by Section 1374 of the Code, the Borrower shall furnish to Tax on Excess Passive Investment Income imposed by Section 1375 of the Administrative Agent (which shall forward Code, and the same to such Lender, if applicable) the original or a certified copy of a receipt evidencing payment thereof, to the extent such receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative AgentIllinois Personal Property Replacement Tax.

Payment of Taxes. Any and (a) For all payments by periods of time during the Borrower to or Lease Term, Tenant shall pay Tenant’s Share of Real Estate Taxes as is provided for in Section 4.06 above. (b) Except as otherwise expressly provided herein below, if at any time during the account Lease Term, the State of the Administrative Agent or any Lender under any Credit Document shall be made free and clear of and without deduction for any and all present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, but excluding, in the case of the Administrative Agent and each Lender, taxes imposed on or measured by its net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (California or any political subdivision thereof) of the state, including any county, city, city and county, public corporation, district, or any other political entity or public corporation of this state, levies or assesses against Landlord a tax, fee, charge, imposition or excise on rents under leases of space in the Laws Building or the Project, the square footage of which the Administrative Agent Building or such Lenderthe Project, the act of entering into leases of space in the Building or the Project, or the occupancy of tenants of the Building or the Project, or levies or assesses against Landlord any other tax, fee, or excise, however described, including, without limitation, a so-called value added, business license, transit, commuter, environmental or energy tax fee, charge or excise or imposition related to the Building or the Project, as the case may bea direct substitution in whole or in part for, is organized or maintains its Lending Office in addition to, any Real Estate Taxes (all such non-excluded present or future incomecollectively, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Additional Real Estate Taxes”). If , then the Borrower same shall be required by included in “Real Estate Taxes” for all purposes hereunder; provided that, notwithstanding the foregoing, if any Requirement of Law such Additional Real Estate Taxes pertain solely to deduct any Taxes from or in respect of any sum payable under any Credit Document to the Administrative Agent or any Lender, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable Rent under this Section 3.13(aLease (as opposed to under all leases of space in the Building or the Project)), the Administrative Agent or such Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductionssquare footage of the Premises (as opposed to the square footage of the Building or the Project), (iii) the Borrower act of entering into this Lease (as opposed to all leases of space in the Building or the Project), or (iv) the occupancy of Tenant (as opposed to all tenants or occupants of the Building or the Project) (as opposed to all leases of space in the Building or the Project), then such Additional Real Estate Taxes shall not be included in “Real Estate Taxes,” and shall be the sole obligation and liability of Tenant and shall be paid by Tenant, as Additional Rent, ten (10) days before delinquency or, if a statement of such Additional Real Estate Taxes is not delivered to Tenant by Landlord by such date, within ten (10) days after receipt of such statement and before delinquency if at all possible (or, if such Additional Real Estate Taxes are levied against Landlord or Landlord’s property, then Landlord shall pay the full same before delinquency and Tenant shall reimburse Landlord any such amount deducted within ten (10) days after written demand accompanied by a copy of Landlord’s tax xxxx); and further provided that, if any such Additional Real Estate Taxes pertain not only to the relevant taxation authority or other Governmental Authority in accordance with applicable Requirements Project, but to additional property of LawLandlord located outside the Project as well, and (iv) within 30 days after then “Real Estate Taxes” shall only include the date pro rata portion of such payment, the Borrower shall furnish Additional Real Estate Taxes that pertains to the Administrative Agent Project or the Premises, as applicable, which portion shall be computed upon the amounts and at the rates that otherwise would be payable if the Project were the only property of Landlord. (c) Landlord shall provide Tenant with copies of all bills for Real Estate Taxes and Additional Real Estate Taxes for the Project promptly upon Landlord’s receipt of Tenant’s written request therefor. (d) With respect to taxes and assessments which may lawfully be paid in installments, “Real Estate Taxes” and “Additional Real Estate Taxes” for any period during the Lease Term shall forward include only such portion of the same which is payable within such period and any interest payable thereon computed (whether or not such is the case) as if Landlord had elected to such Lender, if applicable) pay the original or a certified copy of a receipt evidencing payment thereof, to same over the extent such receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agentlongest period permitted by law.

Payment of Taxes. Any and all payments by the Borrower to or for the on account of the Administrative Agent or any Lender obligation of Borrower under any Credit Loan Document shall be made free and clear of and without deduction or withholding for any and all present or future incomeTaxes, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, but excluding, in the case of the Administrative Agent and each Lender, taxes imposed on or measured except as required by its net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which the Administrative Agent or such Lender, as the case may be, is organized or maintains its Lending Office (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”)applicable Legal Requirements. If any Legal Requirement requires the deduction or withholding of any Tax from any such payment, then Borrower shall be required by any Requirement of Law entitled to deduct any Taxes from make such deduction or in respect of any sum payable under any Credit Document withholding and shall timely pay the full amount deducted or withheld to the Administrative Agent or any Lenderrelevant Governmental Authority in accordance with applicable Legal Requirements and, (i) if such Tax is an Indemnified Tax, the sum payable by Borrower shall be increased as necessary so that after making all required deductions such deduction or withholding for Indemnified Taxes has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.13(a2.2.3(a)), ) the Administrative Agent or such Lender, as the case may be, applicable Lender receives an amount equal to the sum it would have received had no such deductions deduction or withholding for Indemnified Taxes been made, (ii) the . Borrower shall make such deductions, (iii) the Borrower shall timely pay the full amount deducted to the relevant taxation authority or other Governmental Authority in accordance with applicable Legal Requirements of Law, and any Other Taxes. Borrower shall pay to each Lender within ten (iv10) within 30 days after demand therefor, the date full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.2.3(a)) payable or paid by such Lender or required to be withheld or deducted from a payment to such Lender and any expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment, the payment or liability delivered to Borrower by a Lender shall be conclusive absent manifest error. As soon as practicable after any payment of Taxes by Borrower to a Governmental Authority pursuant to this Section 2.2.3 (a) Borrower shall furnish deliver to the Administrative Agent (which shall forward the same to such Lender, if applicable) Lender the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment thereof, to the extent such receipt is issued therefor, or other written proof evidence of such payment thereof that is reasonably satisfactory to the Administrative AgentLender. For purposes of this Section 2.2.3, “Legal Requirements” shall include FATCA.

Payment of Taxes. Any Except as set forth below, any and all payments by a Credit Party hereunder, under the Borrower to Notes or for the account of the Administrative Agent or any Lender under any Credit other Loan Document shall be made free and clear of and without deduction for any and all present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessmentscharges or withholdings imposed by any Governmental Authority, fees, withholdings or similar charges, and all liabilities with respect thereto, but excluding, in the case of the Administrative Agent each Agent, each L/C Issuer and each Lender, respectively, taxes imposed on by (i) the United States except United States federal gross income withholding taxes, or measured by its net income(ii) a Governmental Authority as a result of a connection or former connection (other than merely being a party to any Loan Documents, participating in the transactions contemplated therein, or enforcing rights thereunder) between such Agent, such L/C Issuer or Lender and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (imposing such tax, including any connection arising from such Agent, such L/C Issuer or any political subdivision thereof) under the Laws Lender being a citizen, domiciliary, or resident of which the Administrative Agent such jurisdiction, being organized in such jurisdiction, or such Lender, as the case may be, is organized having a permanent establishment or maintains its Lending Office fixed place of business therein (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, charges and withholdings or similar charges, and liabilities other than Excluded Taxes being hereinafter referred to as “Taxes”). If the Borrower a Credit Party shall be required by any Requirement of Law law to withhold or deduct any Taxes from or in respect of any sum payable hereunder, under the Notes or under any Credit other Loan Document to the Administrative Agent or any Lender, and L/C Issuer or any Agent, (iA) the such sum payable shall be increased as necessary by an additional amount so that after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums amounts payable under this Section 3.13(aSECTION 3.04(a)), the Administrative Agent or ) such Lender, as the case may be, such L/C Issuer or such Agent receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (iiB) the Borrower such Credit Party shall make such withholdings or deductions, and (iiiC) the Borrower such Credit Party shall pay the full amount withheld or deducted to the relevant taxation authority or other Governmental Authority authority in accordance with applicable Requirements of Applicable Law. Notwithstanding the foregoing, and (iv) within 30 days after the date of a Credit Party shall not be required to pay any such paymentadditional amounts to any Agent, the Borrower shall furnish any L/C Issuer or any Lender with respect to the Administrative Agent (which shall forward the same to such Lender, if applicable) the original or a certified copy of a receipt evidencing payment thereof, to the extent such receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agentany Excluded Taxes.

Payment of Taxes. Any (a) Each Seller has timely filed all federal, state and local tax returns that it was required to file. All such tax returns are correct and complete in all payments material respects. All taxes owed by any Seller (whether or not shown on any tax return) have been timely paid, except for those being contested in good faith. No Seller is currently the Borrower beneficiary of any extension of time within which to file any tax return. No Seller has received any notice or for inquiry from any jurisdiction where such Seller has not filed tax returns to the account effect that such filings may be required or that such Seller and/or any of such Seller’s properties or assets may otherwise be subject to taxation by such jurisdiction. There are no liens or other encumbrances on any of the Administrative Agent or assets of any Lender under Seller that arose in connection with any Credit Document shall be made free and clear of and without deduction for any and all present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, but excluding, in the case of the Administrative Agent and each Lender, taxes imposed on or measured by its net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction failure (or alleged failure) to pay any political subdivision thereof) under the Laws tax. No Seller has waived any statute of which the Administrative Agent or such Lender, as the case may be, is organized or maintains its Lending Office (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”). If the Borrower shall be required by any Requirement of Law to deduct any Taxes from or limitations in respect of taxes or agreed to any sum payable under extension of time with respect to a tax assessment or deficiency. No Seller is a party to or bound by any Credit Document tax allocation or sharing contract. No Seller has any liability or potential liability for the taxes of any other person or entity as a transferee or successor, by contract, or otherwise. (b) Each Seller has withheld and paid all taxes required to the Administrative Agent have been withheld and paid in connection with amounts paid or owing to any Lenderemployee, independent contractor, creditor, stockholder, or other third party. (c) No domestic or foreign, federal, state, or local tax audits or administrative or judicial tax proceedings are pending or, to any Seller’s knowledge, threatened with respect to any Seller. No Seller has received from any domestic or foreign, federal, state, or local Governmental Authority (including jurisdictions where such Seller has not filed tax returns) any (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable written notice indicating an intent to additional sums payable under this Section 3.13(a)), the Administrative Agent open an audit or such Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been madeother review, (ii) the Borrower shall make such deductionsrequest for information related to tax matters, or (iii) the Borrower shall pay the full notice of deficiency or proposed adjustment for any amount deducted to the relevant taxation authority or other Governmental Authority in accordance with applicable Requirements of Lawtax proposed, and (iv) within 30 days after the date of such payment, the Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender, if applicable) the original or a certified copy of a receipt evidencing payment thereof, to the extent such receipt is issued thereforasserted, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agentassessed by any taxing authority against such Seller.

Payment of Taxes. Any and all payments by (a) Tenant shall pay Tenant’s Office Share or Tenant’s Project Share of Real Property Taxes, as relevant, as is provided for in Section 4.05 above. (b) Except as otherwise expressly provided herein below, if at any time during the Borrower to or for Lease Term, the account State of the Administrative Agent or any Lender under any Credit Document shall be made free and clear of and without deduction for any and all present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, but excluding, in the case of the Administrative Agent and each Lender, taxes imposed on or measured by its net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (California or any political subdivision thereof) of the state, including any county, city, city and county, public corporation, district, or any other political entity or public corporation of this state, levies or assesses against Landlord a tax, fee, charge, imposition or excise on rents under leases of space in the Laws Building or the Project, the square footage of which the Administrative Agent Building or such Lenderthe Project, the act of entering into leases of space in the Building or the Project, or the occupancy of tenants of the Building or the Project, or levies or assesses against Landlord any other tax, fee, or excise, however described, including, without limitation, a so-called value added, business license, transit, commuter, environmental or energy tax fee, charge or excise or imposition related to the Building or the Project, as the case may bea direct substitution in whole or in part for, is organized or maintains its Lending Office in addition to, any Real Property Taxes (all such non-excluded present or future incomecollectively, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Additional Real Property Taxes”). If , then the Borrower same shall be required by included in “Real Property Taxes” for all purposes hereunder; provided that, notwithstanding the foregoing, if any Requirement of Law such Additional Real Property Taxes pertain solely to deduct any Taxes from or in respect of any sum payable under any Credit Document to the Administrative Agent or any Lender, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable Rent under this Section 3.13(aLease (as opposed to under all leases of space in the Building or the Project)), the Administrative Agent or such Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductionssquare footage of the Premises (as opposed to the square footage of the Building or the Project), (iii) the Borrower act of entering into this Lease, or (iv) the occupancy of Tenant (as opposed to all tenants or occupants of the Building or the Project) (as opposed to all leases of space in the Building or the Project), then such Additional Real Property Taxes shall not be included in “Real Property Taxes,” and shall be the sole obligation and liability of Tenant and shall be paid by Tenant, as Additional Rent, prior to delinquency (or, if such Additional Real Property Taxes are levied against Landlord or Landlord’s property, then Landlord shall pay the full same before delinquency and Tenant shall reimburse Landlord the amount deducted of the same within ten (10) days after written demand accompanied by a copy of Landlord’s tax xxxx); and further provided that, if any such Additional Real Property Taxes pertain not only to the relevant taxation authority project, but to additional property of Landlord located outside the Project as well, then “Real Property Taxes” shall only include a portion of such Additional Real Property Taxes, which portion shall be computed upon the amounts and at the rates that otherwise would be payable if the Project were the only property of Landlord. (c) Landlord shall provide Tenant with copies of all tax and assessment bills on the Premises promptly upon Landlord’s receipt of Tenant’s written request therefor, and Landlord shall also provide to Tenant evidence of payment promptly upon Landlord’s receipt of Tenant’s written request therefor. (d) With respect to taxes and assessments which may lawfully be paid in installments, “Real Property Taxes” for any period during the Lease Term shall include only such portion of the same which is payable within such period and any interest payable thereon computed (whether or not such is the case) as if Landlord had elected to pay the same over the longest period permitted by law. (e) If Landlord shall obtain any abatement or refund on account of any Real Property Taxes or other Governmental Authority Additional Real Property Taxes as to which Tenant shall have made payments hereunder, then Landlord shall promptly refund to Tenant an equitable portion of any such abatement or refund after deducting therefrom the reasonable costs and expenses incurred by Landlord in accordance with applicable Requirements of Law, and (iv) within 30 days after the date of obtaining such payment, the Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender, if applicable) the original abatement or a certified copy of a receipt evidencing payment thereof, to the extent such receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agentrefund.

Payment of Taxes. Any and all (a) All payments made by the Borrower to or for the account of the Administrative Agent or any Lender Seller under any Credit Document this Agreement shall be made free and clear of of, and without deduction or withholding for or on account of, any and all present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings charges or similar chargeswithholdings, and all liabilities (including penalties, interest and additions to tax) with respect theretothereto imposed by any Governmental Authority, but excludingexcluding income taxes, in the case of the Administrative Agent and each Lenderbranch profits taxes, franchise taxes or any other tax imposed on or measured by its net income, and franchise taxes imposed on it (in lieu of net income taxes), the Net Income by the United States, a state or a foreign jurisdiction (under the laws of which Buyer is organized or of its applicable lending office, or any political subdivision thereof) under the Laws of which the Administrative Agent or such Lenderthereof (collectively, as the case may be, is organized or maintains its Lending Office (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”), all of which shall be paid by Seller for its own account not later than the date when due. If the Borrower shall be Seller is required by any Requirement of Law law or regulation to deduct or withhold any Taxes from or in respect of any sum amount payable under any Credit Document to the Administrative Agent or any Lenderhereunder, it shall: (i) make such deduction or withholding; (ii) pay the sum payable shall amount so deducted or withheld to the appropriate Governmental Authority not later than the date when due; (iii) deliver to Buyer, promptly, original tax receipts and other evidence satisfactory to Buyer of the payment when due of the full amount of such Taxes; and (iv) pay to Buyer such additional amounts as may be increased as necessary so that after making such Buyer receives, free and clear of all required deductions (including deductions applicable to additional sums payable under this Section 3.13(a))Taxes, the Administrative Agent or such Lender, as the case may be, receives an a net amount equal to the sum amount it would have received had under this Agreement, as if no such deductions deduction or withholding had been made. In addition, (ii) the Borrower shall make such deductions, (iii) the Borrower shall Seller agrees to pay the full amount deducted to the relevant taxation authority or other Governmental Authority in accordance with applicable Requirements law any current or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies (including, without limitation, mortgage recording taxes, transfer taxes and similar fees) imposed by the United States or any taxing authority thereof or therein that arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement (“Other Taxes”). (b) Seller shall pay and hold Buyer harmless from and against any and all Taxes and Other Taxes arising with respect to the Purchased Assets, the Principal Agreements and other documents related thereto and hold Buyer harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (c) Any Buyer that is not incorporated under the laws of Lawthe United States, and any State thereof, or the District of Columbia (iva “Foreign Buyer”) within 30 shall provide Seller with properly completed United States Internal Revenue Service (“IRS”) Form W-8BEN or W-8ECI or any successor form prescribed by the IRS, certifying that such Foreign Buyer is entitled to benefits under an income tax treaty to which the United States is a party which reduces the rate of withholding tax on payments of interest or certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United States on or prior to the date upon which each such Foreign Buyer becomes a Buyer. Each Foreign Buyer will resubmit the appropriate form on the earliest of (A) the third anniversary of the prior submission or (B) on or before the expiration of thirty (30) days after there is a “change in circumstances” with respect to such Foreign Buyer as defined in Treas. Reg. Section 1.1441(e)(4)(ii)(D). For any period with respect to which a Foreign Buyer has failed to provide Seller with the appropriate form or other relevant document pursuant to this Section 12.3(c) (unless such failure is due to a change in treaty, law, or regulation occurring subsequent to the date on which a form originally was required to be provided), such Foreign Buyer shall not be entitled to any “gross-up” of Taxes or indemnification under Section 12.3(b) with respect to Taxes imposed by the United States; provided, however, that should a Foreign Buyer, which is otherwise exempt from a withholding tax, become subject to Taxes because of its failure to deliver a form required hereunder, Seller shall take such payment, the Borrower steps as such Foreign Buyer shall furnish reasonably request to the Administrative Agent assist such Foreign Buyer to recover such Taxes. (which d) Nothing contained in this Section 12.3 shall forward the same require Buyer to such Lender, if applicable) the original or a certified copy make available any of a receipt evidencing payment thereof, to the extent such receipt is issued therefor, its tax returns or other written proof of payment thereof information that is reasonably satisfactory it deems to the Administrative Agentbe confidential or proprietary.

Payment of Taxes. Any Except as set forth below, any and all payments by a Credit Party hereunder, under the Borrower to Notes or for the account of the Administrative Agent or any Lender under any Credit other Loan Document shall be made free and clear of and without deduction for any and all present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessmentscharges or withholdings imposed by any Governmental Authority, fees, withholdings or similar charges, and all liabilities with respect thereto, but excluding, in the case of the Administrative each Agent and each Lender, respectively, taxes imposed on by (i) the United States except United States federal gross income withholding taxes, or measured by its net income(ii) a Governmental Authority as a result of a connection or former connection (other than merely being a party to any Loan Documents, participating in the transactions contemplated therein, or enforcing rights thereunder) between such Agent or Lender and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or imposing such tax, including any political subdivision thereof) under the Laws of which the Administrative connection arising from such Agent or Lender being a citizen, domiciliary, or resident of such Lenderjurisdiction, as the case may bebeing organized in such jurisdiction, is organized or maintains its Lending Office having a permanent establishment or fixed place of business therein (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, charges and withholdings or similar charges, and liabilities other than Excluded Taxes being hereinafter referred to as “Taxes”). If the Borrower a Credit Party shall be required by any Requirement of Law law to withhold or deduct any Taxes from or in respect of any sum payable hereunder, under the Notes or under any Credit other Loan Document to the Administrative Agent any Lender or any LenderAgent, (iA) the such sum payable shall be increased as necessary by an additional amount so that after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums amounts payable under this Section 3.13(aSECTION 3.04(a)), the Administrative ) such Lender or Agent or such Lender, as the case may be, receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (iiB) the Borrower such Credit Party shall make such withholdings or deductions, and (iiiC) the Borrower such Credit Party shall pay the full amount withheld or deducted to the relevant taxation authority or other Governmental Authority authority in accordance with applicable Requirements of Applicable Law. Notwithstanding the foregoing, and (iv) within 30 days after the date of a Credit Party shall not be required to pay any such payment, the Borrower shall furnish additional amounts to the Administrative any Agent (which shall forward the same or any Lender with respect to such Lender, if applicable) the original or a certified copy of a receipt evidencing payment thereof, to the extent such receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agentany Excluded Taxes.

Payment of Taxes. Any and all payments by the Borrower to or for the account of the Administrative Agent Borrowers, or any Lender of them, hereunder or under any Credit Document Note or other document evidencing any Obligations shall be made made, in accordance with Section 4.02, free and clear of and without deduction reduction for any and all present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessmentscharges, fees, withholdings or similar chargeswithholdings, and all stamp or documentary taxes, excise taxes, ad valorem taxes and other taxes imposed on the value of the Property, charges or levies which arise from the execution, delivery or registration, or from payment or performance under, or otherwise with respect to, any of the Loan Documents or the Revolving Credit Commitments and all other liabilities with respect thereto, but thereto excluding, in the case of the Administrative Agent and each Lender, each Issuing Bank and the Agent, taxes imposed on or measured by its net income, income or overall gross receipts and capital and franchise taxes imposed on it by (in lieu i) the United States, (ii) the Governmental Authority of net income taxes), by the jurisdiction (in which such Lender's Domestic Lending Office is located or any political subdivision thereofthereof or (iii) under the Laws of Governmental Authority in which the Administrative Agent such Person is organized, managed and controlled or such Lender, as the case may be, is organized or maintains its Lending Office any political subdivision thereof (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, charges and withholdings or similar charges, and liabilities being hereinafter referred to as “"Taxes”"). If the any Borrower shall be required by any Requirement of Law law to withhold or deduct any Taxes from or in respect of any sum payable hereunder or under any Credit Document such Note or document to the Administrative Agent or any Lender, any Issuing Bank or the Agent, (ix) the sum payable to such Lender, Issuing Bank, or the Agent shall be increased as may be necessary so that after making all required withholding or deductions (including withholding or deductions applicable to additional sums payable under this Section 3.13(a)), the Administrative Agent or 14.01) such Lender, such Issuing Bank or the Agent (as the case may be, ) receives an amount equal to the sum it would have received had no such withholding or deductions been made, (iiy) the such Borrower shall make such withholding or deductions, and (iiiz) the such Borrower shall pay the full amount withheld or deducted to the relevant taxation authority or other Governmental Authority authority in accordance with applicable Requirements of Law, and (iv) within 30 days after the date of such payment, the Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender, if applicable) the original or a certified copy of a receipt evidencing payment thereof, to the extent such receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agentlaw.

Payment of Taxes. Any and all payments by the Borrower to hereunder or for the account of the Administrative Agent or any Lender under any Credit Document Note or other document evidencing any Obligations shall be made made, in accordance with Section 3.02, free and clear of and without deduction reduction for any and all present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, withholdings, or levies which arise from the payment or performance under, or otherwise with respect to, any of the Loan Documents or the Commitments and all other liabilities with respect thereto, but thereto excluding, in the case of each Lender and the Administrative Agent and each LenderAgent, taxes imposed on or measured by its net income, income or overall gross receipts and capital and franchise taxes imposed on it by (in lieu i) the United States, (ii) the Governmental Authority of net income taxes), by the jurisdiction (in which such Lender's Applicable Lending Office is located or any political subdivision thereofthereof or (iii) under the Laws of Governmental Authority in which the Administrative Agent such Person is organized, managed and controlled or such Lender, as the case may be, is organized or maintains its Lending Office any political subdivision thereof (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, charges and withholdings or similar charges, and liabilities being hereinafter referred to as “"Taxes”"). If the Borrower shall be required by any Requirement applicable Requirements of Law to withhold or deduct any Taxes from or in respect of any sum payable hereunder or under any Credit Document such Note or document to any Lender or the Administrative Agent or any LenderAgent, (ix) the sum payable to such Lender or the Agent shall be increased as may be necessary so that after making all required withholding or deductions (including withholding or deductions applicable to additional sums payable under this Section 3.13(a)), 13.01) such Lender or the Administrative Agent or such Lender, (as the case may be, ) receives an amount equal to the sum it would have received had no such withholding or deductions been made, (iiy) the Borrower shall make such withholding or deductions, and (iiiz) the Borrower shall pay the full amount withheld or deducted to the relevant taxation authority or other Governmental Authority authority in accordance with applicable Requirements of Law, and (iv) within 30 days after the date of such payment, the Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender, if applicable) the original or a certified copy of a receipt evidencing payment thereof, to the extent such receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agentlaw.

Payment of Taxes. Any and all payments by the Borrower to Borrowers hereunder or for the account of the Administrative Agent or any Lender under any Credit Document Note or other document evidencing any Obligations shall be made free and clear of and without deduction reduction for any and all present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessmentscharges, fees, withholdings or similar chargeswithholdings, and all stamp or documentary taxes, excise taxes, ad valorem taxes and other taxes imposed on the value of the Property, charges or levies which arise from the execution, delivery or registration, or from payment or performance under, or otherwise with respect to, any of the Loan Documents or the Obligations and all other liabilities with respect thereto, but excluding, in the case of the Administrative Agent and each Lender, excluding taxes imposed on or measured by its net income, capital, profits or gains and franchise taxes imposed on it by (in lieu i) the United States, (ii) the Governmental Authority of net income taxes), by the any jurisdiction (or any political subdivision thereof) under in which Lender's principal place of business is located, (iii) the Laws Governmental Authority in which Lender is organized, managed and controlled or any political subdivision thereof or (iv) any political subdivision of which the Administrative Agent or United States, unless such taxes are imposed solely as a result of such Lender, as 's performance of any of the case may be, is organized or maintains its Lending Office Loan Documents in such political subdivision and such Lender would not otherwise be subject to tax by such political subdivision (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, feescharges, withholdings or similar charges, and liabilities being hereinafter referred to as “"Taxes”"). If the a Borrower shall be required by any Requirement of Law law to withhold or deduct any Taxes from or in respect of any sum payable hereunder or under any Credit Document such Note or document to the Administrative Agent or any Lender, (ix) the sum payable to Lender shall be increased as may be necessary so that after making all required withholding or deductions (including withholding or deductions applicable to additional sums payable under this Section 3.13(a)), the Administrative Agent or such Lender, as the case may be, 2.11) Lender receives an amount equal to the sum it would have received had no such withholding or deductions been made, (iiy) the such Borrower shall make such withholding or deductions, and (iiiz) the such Borrower shall pay the full amount withheld or deducted to the relevant taxation authority or other Governmental Authority authority in accordance with applicable Requirements of Law, and (iv) within 30 days after the date of such payment, the Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender, if applicable) the original or a certified copy of a receipt evidencing payment thereof, to the extent such receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agentlaw.

Payment of Taxes. Any and all (a) All payments made by the Borrower to or for the account of the Administrative Agent or any Lender Seller under any Credit Document this Agreement shall be made free and clear of of, and without deduction or withholding for or on account of, any and all present or future income, stamp or other taxes, duties, levies, imposts, duties, deductions, charges, assessments, fees, fees or withholdings or similar charges(including backup withholdings), and all liabilities (including penalties, interest and additions to tax) with respect theretothereto imposed by any Governmental Authority (collectively, “Taxes”), but excludingexcluding income taxes (however denominated), in the case of the Administrative Agent and each Lender, branch profits taxes imposed on or measured by its net income, and franchise taxes imposed on it (in lieu of net income taxes), by the United States, a state or a foreign jurisdiction (under the laws of which Buyer is organized or of its applicable lending office, or any political subdivision thereof) under the Laws of which the Administrative Agent or thereof (such Lenderexclusions from Taxes, as the case may be, is organized or maintains its Lending Office (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Excluded Taxes”), all of which shall be paid by Seller for its own account not later than the date when due. If the Borrower shall be Seller is required by any Requirement of Law law or regulation to deduct or withhold any Taxes from or in respect of any sum amount payable under any Credit Document to the Administrative Agent or any Lenderhereunder, it shall: (i) make such deduction or withholding; (ii) pay the sum payable shall amount so deducted or withheld to the appropriate Governmental Authority not later than the date when due; (iii) deliver to Buyer, promptly, original tax receipts and other evidence satisfactory to Buyer of the payment when due of the full amount of such Taxes; and (iv) pay to Buyer such additional amounts as may be increased as necessary so that after making such Buyer receives, free and clear of all required deductions Indemnified Taxes (including deductions applicable to additional sums payable under this Section 3.13(a)as defined below), the Administrative Agent or such Lender, as the case may be, receives an a net amount equal to the sum amount it would have received had under this Agreement, as if no such deductions deduction or withholding had been made. In addition, (ii) the Borrower shall make such deductions, (iii) the Borrower shall Seller agrees to timely pay the full amount deducted to the relevant taxation authority or other Governmental Authority in accordance with applicable Requirements law any current or future stamp, court or documentary taxes, intangible, filing, excise, property or similar Taxes (including, without limitation, mortgage recording taxes, transfer taxes and similar fees) imposed by any Governmental Authority that arise from any payment made hereunder or from the execution, delivery, performance or registration of, from the receipt or perfection of Lawa security interest under, and or otherwise with respect to, this Agreement (iv“Other Taxes”). Taxes other than Excluded Taxes shall be referred to in this Agreement as “Indemnified Taxes”. (b) Seller shall, within 30 10 days after demand therefor, indemnify and hold Buyer harmless from and against the full amount of any and all Indemnified Taxes (including any Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) and Other Taxes arising with respect to the Purchased Assets, the Principal Agreements and other documents related thereto and fully indemnify and hold Buyer harmless from and against any and all liabilities or expenses with respect to or resulting from any delay or omission to pay such Taxes, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or assessed by the relevant Governmental Authority. A certificate as to the amount of any payment or liability of Buyer with respect to such Indemnified Taxes or Other Taxes delivered to Seller by Buyer shall be conclusive absent manifest error. (c) Any Buyer that is not incorporated under the laws of the United States, any State thereof, or the District of Columbia (a “Foreign Buyer”) and that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under this Agreement shall provide Seller with properly completed United States Internal Revenue Service (“IRS”) Form W-8BEN, W-8BEN-E, W-8IMY or W-8ECI or any successor form prescribed by the IRS, certifying that such Foreign Buyer is entitled to benefits under an income tax treaty to which the United States is a party which reduces or eliminates the rate of withholding Tax on payments of interest or certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United States on or prior to the date upon which each such Foreign Buyer becomes a Buyer. If an IRS form previously delivered expires or becomes obsolete or inaccurate in any respect, each Foreign Buyer will update such form or promptly notify Seller of its legal inability to do so. For any period with respect to which a Foreign Buyer has failed to provide Seller with the appropriate IRS forms prescribed by this Section 12.3(c) (unless such paymentfailure is due to a change in treaty, the Borrower shall furnish law, or regulation occurring subsequent to the Administrative Agent date on which such form originally was required to be provided), such Foreign Buyer shall not be entitled to any “gross-up” of Indemnified Taxes or indemnification under Section 12.3(b) with respect to Taxes imposed by the United States; provided, however, that should a Foreign Buyer, which is otherwise exempt from a withholding tax, become subject to Taxes because of its failure to deliver an IRS form required hereunder, Seller shall take such steps as such Foreign Buyer shall reasonably request to assist such Foreign Buyer to recover such Taxes. (which d) Nothing contained in this Section 12.3 shall forward the same require Buyer to such Lender, if applicable) the original or a certified copy make available any of a receipt evidencing payment thereof, to the extent such receipt is issued therefor, its tax returns or other written proof information that it deems to be confidential or proprietary or otherwise subject Buyer to any material unreimbursed cost or expense or materially prejudice the legal or commercial position of payment thereof that is reasonably satisfactory to the Administrative AgentBuyer.

Payment of Taxes. Any Except as otherwise permitted under Section 5.5, all tax returns and all payments reports of each Loan Party and its Restricted Subsidiaries required to be filed by the Borrower to or for the account any of the Administrative Agent or any Lender under any Credit Document shall be made free and clear of and without deduction for any and all present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar chargesthem have been timely filed, and all liabilities with respect theretotaxes shown on such tax returns to be due and payable and all assessments, but excludingfees and other governmental charges upon a Loan Party and its Restricted Subsidiaries and upon their respective assets, income, businesses and franchises that are due and payable have been paid when due and payable except where the failure to do any of the foregoing could not reasonably be expected to cause, either individually, or in the case of the Administrative Agent aggregate, a Material Adverse Change. Each Loan Party and each Lenderof its Restricted Subsidiaries have made adequate provision in accordance with GAAP for all taxes not yet due and payable except where the failure do so could not reasonably be expected to cause, taxes imposed on either individually, or measured by its net incomein the aggregate, and franchise taxes imposed on it (in lieu a Material Adverse Change. Borrower does not know of net income taxes), by the jurisdiction (any proposed tax assessment against a Loan Party or any political subdivision thereof) under the Laws of which the Administrative Agent or such Lenderits Restricted Subsidiaries, as the case may be, is organized or maintains its Lending Office (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”). If the Borrower shall be required by any Requirement of Law to deduct any Taxes from or in respect of any sum payable under any Credit Document to the Administrative Agent or any Lender, than those (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.13(a)), the Administrative Agent are being actively contested by such Loan Party or such LenderRestricted Subsidiary diligently, as the case may bein good faith, receives an amount equal to the sum it would have received had no such deductions been madeand by appropriate proceedings, (ii) the Borrower shall make such deductionsthat have been adequately provided for in accordance with GAAP, or (iii) that could not reasonably be expected to cause, either individually or in the Borrower shall pay aggregate, a Material Adverse Change. As of the full amount deducted Amendment Effective Date, neither Parent nor any of its Restricted Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the relevant taxation authority payment or collection of taxes of Parent or any of its Restricted Subsidiaries, or is aware of any circumstances that would cause the taxable years or other Governmental Authority in accordance with applicable Requirements taxable periods of Law, and (iv) within 30 days after the date Parent or any of such payment, the Borrower shall furnish its Restricted Subsidiaries not to be subject to the Administrative Agent (which shall forward normally applicable statute of limitations except, in each case, as could not reasonably be expected to result, either individually or in the same to such Lenderaggregate, if applicable) the original or in a certified copy of a receipt evidencing payment thereof, to the extent such receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative AgentMaterial Adverse Change.

Payment of Taxes. Any and all payments by the Borrower to hereunder or for under the account of the Administrative Agent Notes or other document evidencing any Lender under any Credit Document Obligations shall be made made, in accordance with Section 3.2, free and clear of and without deduction reduction for any and all present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessmentscharges, fees, withholdings or similar chargeswithholdings, and all stamp or documentary taxes, excise taxes, ad valorem taxes and other taxes imposed, charges or levies which arise from the execution, delivery or registration, or from payment or performance under, or otherwise with respect to, any of the Loan Documents or the Commitment and all other liabilities with respect thereto, but excluding, in thereto excluding the case of the Administrative Agent and each Lender, taxes imposed on or measured by its net the recipient's income, capital, profits or gains and franchise taxes imposed on it the recipient by (in lieu of net income taxesi) the United States, except certain withholding taxes contemplated pursuant to Section 3.3(d)(ii)(C), by (ii) the Governmental Authority of the jurisdiction (in which the Lender's lending office is located or any political subdivision thereofthereof or (iii) under the Laws of Governmental Authority in which the Administrative Agent Lender is organized, managed and controlled or such Lender, as the case may be, is organized or maintains its Lending Office any political subdivision thereof (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, feescharges, withholdings or similar charges, and liabilities being hereinafter referred to as “"Taxes”"). If the Borrower shall be required by any Requirement of Law law to withhold or deduct any Taxes from or in respect of any sum payable hereunder or under any Credit Document the Notes or document to the Administrative Agent or any Lender, (ix) the sum payable to the Lender shall be increased as may be necessary so that after making all required withholding or deductions (including withholding or deductions applicable to additional sums payable under this Section 3.13(a)), 3.3) the Administrative Agent or such Lender, as the case may be, Lender receives an amount equal to the sum it would have received had no such withholding or deductions been made, (iiy) the Borrower shall make such withholding or deductions, and (iiiz) the Borrower shall pay the full amount withheld or deducted to the relevant taxation authority or other Governmental Authority authority in accordance with applicable Requirements law. No payment shall be increased under this Section 3.3(a) unless the Borrower would not be required to deduct or withhold any United States federal income tax therefrom but for a change of Law, and law (ivincluding the Internal Revenue Code or applicable tax treaty) within 30 days after the date of such payment, the Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender, if applicable) the original or a certified copy of a receipt evidencing payment thereof, to the extent such receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative AgentClosing Date.

Payment of Taxes. Any and all payments by (a) If the Borrower Company and/or the Employee's employer (the “Employer”) are obligated to or for the withhold an amount on account of the Administrative Agent any federal, state or any Lender under any Credit Document shall be made free and clear of and without deduction for any and all present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, but excluding, in the case local tax imposed as a result of the Administrative Agent and each Lendergrant or redemption of the RSU pursuant to this Agreement (collectively, taxes imposed on or measured by its net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which the Administrative Agent or such Lender, as the case may be, is organized or maintains its Lending Office (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”). If , including, without limitation, any federal, state or other income tax, or any F.I.C.A., state disability insurance tax or other employment tax (the Borrower date upon which the Company and/or the Employer becomes so obligated shall be required by any Requirement of Law referred to deduct any Taxes from or in respect of any sum payable under any Credit Document herein as the “Withholding Date”), then the Employee shall pay to the Administrative Agent or any LenderCompany on the Withholding Date, (i) the sum payable minimum aggregate amount that the Company and the Employer are so obligated to withhold, as such amount shall be increased as necessary so that after making all required deductions determined by the Company (including deductions applicable to additional sums payable under this Section 3.13(a)the “Minimum Withholding Liability”), which payment shall be made by the Administrative Agent automatic cancellation by the Company of a portion of the RSU Shares (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the Withholding Date, plus the value of the Dividend Equivalents associated with such shares on the Withholding Date); provided that the RSU Shares to be cancelled shall be those that would otherwise have been delivered to the Employee the soonest upon redemption of the RSU; and provided further, however, that the Employee may instead pay to the Company, by check or such Lenderwire transfer delivered or made within one business day after the Withholding Date, as the case may be, receives an amount equal to or greater than the sum it would have received had no such deductions been madeMinimum Withholding Liability. (b) The Employee acknowledges that neither the Company nor the Employer has: (i) except to the extent specifically set forth in a prospectus delivered by the Company to the Employee together with this Agreement, made any representation or given any advice to the Employee with respect to the realization or recognition of any Taxes by the Employee; or (ii) undertaken or agreed to structure the Borrower shall make such deductionsRSU, (iii) or the Borrower shall pay grant of the full amount deducted to the relevant taxation authority or other Governmental Authority in accordance with applicable Requirements of Law, and (iv) within 30 days after the date of such payment, the Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender, if applicable) the original or a certified copy of a receipt evidencing payment thereofRSU, to reduce or eliminate the extent such receipt is issued therefor, Employee's liability or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agentpotential liability for Taxes.

Payment of Taxes. Any and (a) For all payments by Taxable Years commencing after the Borrower Distribution Date, FNF shall pay (or cause to or for be paid) to the account appropriate Tax Authority all Taxes, if any, shown on any Tax Return prepared pursuant to section 2.1. (b) With respect to any required payment of estimated Federal Income Taxes (determined under section 6655 of the Administrative Agent or any Lender under any Credit Document Code), FNT shall pay to FNF the sum of all of the hypothetical estimated tax payments that would have been payable if each of the FNT Subsidiaries had filed its own separate Tax Return for such Taxable Year, EXCEPT that in computing the sum of all estimated hypothetical tax liabilities, the hypothetical tax liabilities of all Covered Insurance Companies shall be excluded. In computing each FNT Subsidiary's hypothetical estimated tax payment, each payment shall be sufficient to avoid incurring any addition to tax by FNF under Section 6655 of the Code by reason of an underpayment by a "large corporation" within the meaning of Section 6655(g)(2) of the Code and shall be consistent with the elections permitted to be made free under Section 6655(d) and clear (e) of and without deduction for any and all present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, but excludingthe Code as actually made by FNT, in the case of the Administrative Agent and each Lenderits sole discretion, taxes imposed on for such Taxable Year. (c) FNT shall pay to FNF, or measured by its net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which the Administrative Agent or such LenderFNF shall pay to FNT, as the case may be, is organized the difference between the FNT Sum of Hypothetical Tax Liabilities for such Taxable Year and the amount paid by FNT to FNF pursuant to section 2.2(b) hereof for such Taxable Year. (d) If any FNT Subsidiary has a loss or maintains its Lending Office (all such non-excluded present credit on a Federal Income Tax Return or future incomea Combined Return which could be carried back to and which would reduce that FNT Subsidiary's Hypothetical Tax Liability for any earlier year for which it was included in the Affiliated Group, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”). If the Borrower shall be required by any Requirement of Law to deduct any Taxes from or in respect of any sum payable under any Credit Document to the Administrative Agent or any Lender, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.13(a))if, the Administrative Agent or such Lender, as the case may be, receives an amount equal and to the sum it would have received had no extent that such deductions been madeloss or credit is utilized to actually reduce the Affiliated Group's Consolidated Tax Liability for such Taxable Year, FNF shall pay to FNT on the date the Affiliated Group Federal Consolidated Return is actually filed for such Taxable Year the amount by which the Hypothetical Tax Liability in such earlier year is reduced by reason of the carryback or (ii) if, and to the Borrower shall make extent that such deductionsloss or credit is actually carried back to an earlier taxable year of the Affiliated Group, (iii) the Borrower FNF shall pay to FNT on the full date any refund of tax is actually received the amount deducted by which the FNT Subsidiary's Hypothetical Tax Liability in such earlier year is reduced by reason of such carryback, together with any applicable interest. (e) FNT shall pay to FNF the relevant taxation authority or other Governmental Authority in accordance with applicable Requirements FNT Combined State Tax Liability if the FNT Combined State Tax Liability is a positive number. FNF shall pay to FNT the absolute value of Law, and the FNT Combined State Tax Liability if the FNT Combined State Tax Liability is a negative number. (ivf) All settlements under this Agreement shall be made within 30 days after of the date filing of the applicable estimated or actual consolidated federal income tax return with the Internal Revenue Service, except where a refund is due FNF, in which case, it may defer payment to FNT to within 30 days of receipt of such payment, the Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender, if applicable) the original or a certified copy of a receipt evidencing payment thereof, to the extent such receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agentrefund.

Payment of Taxes. Any and all payments by the Borrower to hereunder or for under the account of the Administrative Agent Note or other document evidencing any Lender under any Credit Document Obligations shall be made free and clear of and without deduction reduction for any and all present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessmentscharges, fees, withholdings or similar chargeswithholdings, and all stamp or documentary taxes, excise taxes, ad valorem taxes and other taxes imposed on the value of the Property, charges or levies which arise from the execution, delivery or registration, or from payment or performance under, or otherwise with respect to, any of the Loan Documents or the Commitment and all other liabilities with respect thereto, but thereto excluding, in the case of the Administrative Agent and each Lender, taxes imposed on or measured by its net income, capital, profits or gains and franchise taxes imposed on it by (in lieu i) the United States, (ii) the Governmental Authority of net income taxes), by the any jurisdiction (or any political subdivision thereof) under the Laws of in which the Administrative Agent or such Lender, as the case may be, is organized or maintains its any Applicable Lending Office of the Lender is located, (iii) the Governmental Authority in which such Person is organized, managed and controlled or any political subdivision thereof or (iv) any political subdivision of the United States, unless such taxes are imposed solely as a result of the Lender's performance of any of the Loan Documents in such political subdivision and the Lender would not otherwise be subject to tax by such political subdivision (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, feescharges, withholdings or similar charges, and liabilities being hereinafter referred to as “"Taxes”"). If the Borrower shall be required by any Requirement of Law law to withhold or deduct any Taxes from or in respect of any sum payable hereunder or under any Credit Document such Note or document to the Administrative Agent or any Lender, (ix) the sum payable to the Lender shall be increased as may be necessary so that after making all required withholding or deductions (including withholding or deductions applicable to additional sums payable under this Section 3.13(a)), 3.03) the Administrative Agent or such Lender, as the case may be, Lender receives an amount equal to the sum it would have received had no such withholding or deductions been made, (iiy) the Borrower shall make such withholding or deductions, and (iiiz) the Borrower shall pay the full amount withheld or deducted to the relevant taxation authority or other Governmental Authority authority in accordance with applicable Requirements of Law, and (iv) within 30 days after the date of such payment, the Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender, if applicable) the original or a certified copy of a receipt evidencing payment thereof, to the extent such receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agentlaw.

Payment of Taxes. Any (a) Tenant shall pay all taxes (including, without limitation, all ad valorem, sales and use, single business, gross receipts, transaction, privilege, imposition, rent or similar taxes as the same relate to or are imposed upon Tenant or the business conducted upon the Leased Property) not included in Section 4.9(b) below, water, sewer or other rents and charges, excises, tax levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees) and all payments by the Borrower to other governmental charges not included in Section 4.9(b) below, in each case whether general or for the account special, ordinary or extraordinary, foreseen or unforeseen, of every character in respect of the Administrative Agent Leased Property or the business conducted thereon by Tenant (including all interest and penalties thereon due to any Lender under any Credit Document shall be made free and clear of and without deduction for any and all present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, but excluding, failure in the case of the Administrative Agent and each Lender, taxes imposed on or measured payment by its net income, and franchise taxes imposed on it (in lieu of net income taxesTenant), by the jurisdiction (or which at any political subdivision thereof) under the Laws of which the Administrative Agent or such Lender, as the case may be, is organized or maintains its Lending Office (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”). If the Borrower shall be required by any Requirement of Law to deduct any Taxes from time during or in respect of any sum payable under any Credit Document to the Administrative Agent Term hereof may be assessed or any Lender, imposed on or in respect of or be a lien upon (i) Landlord’s interest in the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.13(a)), the Administrative Agent or such Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, Leased Property; (ii) the Borrower shall make such deductionsLeased Property, any part thereof, any rent therefrom, or any estate, right, title, or interest therein; or (iii) any occupancy, operation, use or possession of, or sales from, or activity conducted on or in connection with the Borrower Leased Property or the leasing or use of the Leased Property or any part thereof by Tenant, including, without limitation, (A) all social security taxes, unemployment insurance taxes, withholding taxes and similar taxes and assessments of any nature imposed on Tenant in connection with any employees or personnel of Tenant; (B) all hotel taxes, gross receipts taxes, amusement taxes, excise taxes, sales or use taxes, rent taxes or similar taxes as the same relate to or are imposed upon Tenant or the business conducted upon the Leased Property (excluding the income of any sublessees, licensees or concessionaires of Tenant, but including the rent or other amounts received by Tenant under any such subleases, licenses or concession agreements); and (C) all personal property taxes or similar taxes or assessments with respect to any period during the Term, it being agreed that any personal property taxes payable in part with respect to the Term and in part with respect to periods before or after the Term shall be prorated between Landlord and Tenant based on the number of days of the period for which such personal property tax is payable that fall within the Term and that fall outside of the Term. (b) Landlord shall pay all real property or similar taxes or assessments, whether special or general, of any nature whatsoever assessed against the full amount deducted Leased Property, with respect to any period before, during or after the relevant taxation authority Term, but the foregoing shall not include any sales, use, gross receipts, occupancy, single business, transaction, privilege, imposition, rent, ad valorem or other Governmental Authority in accordance with applicable Requirements of Law, and (iv) within 30 days after the date of such payment, the Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender, if applicable) the original or a certified copy of a receipt evidencing payment thereof, to the extent such receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agenttax not specifically enumerated herein.

Payment of Taxes. Any and all payments by the Borrower to hereunder or for under the account Notes or other documents evidencing any Obligations of the Administrative Agent or any Lender under any Credit Document such Person shall be made made, in accordance with Section 4.2, free and clear of and without deduction reduction for any and all present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessmentscharges, fees, withholdings or similar chargeswithholdings, and all stamp or documentary taxes, excise taxes, ad valorem taxes and other taxes which arise from the execution, delivery or registration, or from payment or performance under, or otherwise with respect to, any of the Loan Documents or the Revolving Credit Commitments and all other liabilities with respect thereto, but thereto excluding, in the case of the Administrative Agent and each Lender, taxes imposed on or measured by its net income, income or overall gross receipts and capital and franchise taxes imposed on it by (in lieu i) the United States, (ii) the Governmental Authority of net income taxes), by the jurisdiction (in which such Lender's Applicable Lending Office is located or any political subdivision thereofthereof or (iii) under the Laws of Governmental Authority in which the Administrative Agent such Person is organized, managed and controlled or such Lender, as the case may be, is organized or maintains its Lending Office any political subdivision thereof (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, charges and withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”"TAXES"). If Except as otherwise provided herein, if the Borrower shall be required by any Requirement of Law law to withhold or deduct any Taxes from or in respect of any sum payable hereunder or under any Credit Document such Note or document to the Administrative Agent or any Lender, (ix) the sum payable to such Lender shall be increased as may be necessary so that after making all required withholding or deductions (including withholding or deductions applicable to additional sums payable under this Section 3.13(a)), the Administrative Agent or 13.1) such Lender, as the case may be, Lender receives an amount equal to the sum it would have received had no such withholding or deductions been made, (iiy) the Borrower shall make such withholding or deductions, and (iiiz) the Borrower shall pay the full amount withheld or deducted to the relevant taxation authority or other Governmental Authority authority in accordance with applicable Requirements of Law, and (iv) within 30 days after the date of such payment, the Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender, if applicable) the original or a certified copy of a receipt evidencing payment thereof, to the extent such receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agentlaw.

Payment of Taxes. Any and all (a) All payments made by the Borrower to or for the on account of the Administrative Agent any obligation of Guarantor or Seller under this Agreement or any Lender under any Credit Document other Principal Agreement shall be made free and clear of of, and without deduction or withholding for or on account of, any and all present or future income, stamp or other taxes, duties, levies, imposts, duties, deductions, charges, assessments, fees, fees or withholdings or similar charges(including backup withholdings), and all liabilities (including penalties, interest and additions to tax) with respect theretothereto imposed by any Governmental Authority (collectively, but excluding, in the case of the Administrative Agent and each Lender, taxes imposed on or measured by its net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which the Administrative Agent or such Lender, as the case may be, is organized or maintains its Lending Office (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”), except as required by applicable law. If the Borrower shall be Guarantor or Seller is required by any Requirement of Law law or regulation to deduct or withhold any Taxes from or in respect of any sum amount payable under any Credit Document to the Administrative Agent or any Lenderhereunder, it shall: (i) make such deduction or withholding; (ii) pay the sum payable shall amount so deducted or withheld to the appropriate Governmental Authority not later than the date when due; (iii) deliver to Buyer, promptly, original tax receipts and other evidence satisfactory to Buyer of the payment when due of the full amount of such Taxes; and (iv) if such Tax is an Indemnified Tax (as defined below), pay to Buyer such additional amounts as may be increased as necessary so that after making Buyer receives, free and clear of all required deductions (including deductions applicable to additional sums payable under this Section 3.13(a))such Indemnified Taxes, the Administrative Agent or such Lender, as the case may be, receives an a net amount equal to the sum amount it would have received had under this Agreement, as if no such deductions deduction or withholding had been made. In addition, (ii) the Borrower shall make such deductions, (iii) the Borrower shall Guarantor and Seller agree to timely pay the full amount deducted to the relevant taxation authority or other Governmental Authority in accordance with applicable Requirements law any current or future stamp, court or documentary taxes, intangible, filing or similar Taxes (including, without limitation, mortgage recording taxes, transfer taxes and similar fees) imposed by any Governmental Authority that arise from any payment made hereunder or from the execution, delivery, performance or registration of, from the receipt or perfection of Lawa security interest under, or otherwise with respect to, this Agreement except any such Taxes imposed on Buyer with respect to an assignment, other than an assignment made at the request of Seller or Guarantor, by a jurisdiction (or political subdivision thereof) having a present or former connection with Buyer (other than any connection arising from executing, delivering, being party to, engaging in any transaction pursuant to, performing its obligations under or enforcing this Agreement) (“Other Taxes”). Other Taxes and Taxes (ivother than Excluded Taxes) imposed on or with respect to any payment made by or on account of any obligation of Guarantor or Seller under this Agreement shall be referred to in this Agreement as “Indemnified Taxes.” (b) Seller shall within 30 ten (10) calendar days after demand therefor, indemnify Buyer for the date full amount of such paymentany and all Indemnified Taxes (including any Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 12.3) arising with respect to the Purchased Assets, the Borrower shall furnish Principal Agreements and other documents related thereto and fully indemnify and hold Buyer harmless from and against any and all liabilities or reasonable expenses with respect to or resulting from any delay or omission to pay such Taxes, whether or not such Indemnified Taxes were correctly or legally imposed or assessed by the relevant Governmental Authority. A certificate as to the Administrative Agent (which shall forward the same amount of any payment or liability of Buyer with respect to such LenderIndemnified Taxes delivered to Seller by Buyer shall be conclusive absent manifest error. As soon as practicable after any payment of Taxes by Seller to a Governmental Authority pursuant to this Section 12.3, if applicable) Seller shall deliver to Buyer the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Buyer, and provided further that in no event shall Buyer be required to complete, execute or submit to Seller any of the documentation listed in Section 12.3(d) if there is a change in United States law prohibiting provision of any such documentation which occurs subsequent to the date on which applicable documentation listed under Section 12.3(d) was previously provided by Buyer to Seller in accordance with the requirements of Section 12.3(d). (c) If Buyer is entitled to an exemption or reduction of withholding Tax with respect to payments made under this Agreement, Buyer shall deliver to Seller, at the time or times reasonably requested by Seller, such properly completed and executed documentation reasonably requested by Seller as will permit such payments to be made without withholding or at a reduced rate of withholding; provided that the completion, execution and submission of such documentation (other than the documentation listed in Section 12.3(d)) shall not be required if in Buyer’s reasonable judgment such completion, execution or submission would subject Buyer to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of Buyer. (d) Without limiting the generality of Section 12.3(c), if Buyer is (i) not incorporated under the laws of the United States, any State thereof, or the District of Columbia or (ii) not otherwise treated as a “United States person” within the meaning of the Code (a “Foreign Buyer”) and is entitled to an exemption from or reduction of U.S. federal withholding Taxes with respect to payments made under this Agreement, Buyer shall provide Seller with an original, properly completed and duly executed United States Internal Revenue Service (“IRS”) Form W-8BEN, W-8BEN-E, W-8IMY or W-8ECI or any successor form prescribed by the IRS, (i) certifying that such Foreign Buyer is entitled to benefits under an income tax treaty to which the United States is a party which reduces or eliminates the rate of withholding tax on payments of interest or setting forth a basis to claim the benefits of the exemptions from U.S. withholding taxes for portfolio interest under Section 881(c) of the Code or (ii) certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United States on or prior to the date upon which each such Foreign Buyer becomes a Buyer. If an IRS form previously delivered expires or becomes obsolete or inaccurate in any respect, each Foreign Buyer will update such form or promptly notify Seller of its legal inability to do so. Should a Foreign Buyer, which is otherwise exempt from a withholding tax, become subject to Taxes because of its failure to deliver an IRS form required hereunder, Seller shall, at no cost or expense to Seller, take such steps as such Foreign Buyer shall reasonably request to assist such Foreign Buyer to recover such Taxes. Upon the execution of this Agreement or otherwise becoming a Buyer, each Buyer that is a “United States person” within the meaning of the Code shall deliver to Seller an original, properly completed and duly executed IRS Form W-9 or such other documentation or information prescribed by applicable laws or reasonably requested by Seller as will enable Seller to determine whether or not such Buyer is subject to backup withholding or information reporting requirements. (e) Nothing contained in this Section 12.3 shall require Buyer to make available any of its Tax returns or other information that it deems to be confidential or proprietary or otherwise subject Buyer to any material unreimbursed cost or expense or materially prejudice the legal or commercial position of Buyer, except for such IRS forms Buyer is required to deliver to Seller under Section 12.3(d). (f) If a payment made to Buyer under this Agreement would be subject to U.S. federal withholding tax imposed under FATCA if such Buyer were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Buyer shall deliver to Seller at the time or times prescribed by law and at such time or times reasonably requested by Seller such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Seller as may be necessary for Seller to comply with its obligations under FATCA or to determine the amount to deduct and withhold from such payment. For purposes of this clause, “FATCA” shall include any amendments made to FATCA after the date of this Agreement. (g) If Buyer determines, in its sole discretion, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 12.3 (including by the payment of additional amounts pursuant to this section), it shall pay to Seller an amount equal to such refund (but only to the extent of indemnity payments and additional payments made under this section with respect to the Taxes giving rise to such receipt is issued thereforrefund), net of all out-of-pocket expenses (including Taxes) of Buyer and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Seller, upon the request of Xxxxx, shall repay to Buyer the amount paid over pursuant to this Section 12.3(g) (plus any penalties, interest or other written proof of payment thereof charges imposed by the relevant Governmental Authority) in the event that Buyer is reasonably satisfactory required to repay such refund to such Governmental Authority. Notwithstanding anything to the Administrative Agentcontrary in this Section 12.3(g), in no event will Buyer be required to pay any amount to Seller pursuant to this Section 12.3(g) the payment of which would place Buyer in a less favorable net after-Tax position than Buyer would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid.

Payment of Taxes. Any and all (a) All payments made by the Borrower to or for the on account of the Administrative Agent any obligation of Guarantor or Seller under this Agreement or any Lender under any Credit Document other Principal Agreement shall be made free and clear of of, and without deduction or withholding for or on account of, any and all present or future income, stamp or other taxes, duties, levies, imposts, duties, deductions, charges, assessments, fees, fees or withholdings or similar charges(including backup withholdings), and all liabilities (including penalties, interest and additions to tax) with respect theretothereto imposed by any Governmental Authority (collectively, but excluding, in the case of the Administrative Agent and each Lender, taxes imposed on or measured by its net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which the Administrative Agent or such Lender, as the case may be, is organized or maintains its Lending Office (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”), except as required by applicable law. If the Borrower shall be Guarantor or Seller is required by any Requirement of Law law or regulation to deduct or withhold any Taxes from or in respect of any sum amount payable under any Credit Document to the Administrative Agent or any Lenderhereunder, it shall: (i) make such deduction or withholding; (ii) pay the sum payable shall amount so deducted or withheld to the appropriate Governmental Authority not later than the date when due; (iii) deliver to Buyer, promptly, original tax receipts and other evidence satisfactory to Buyer of the payment when due of the full amount of such Taxes; and (iv) if such Tax is an Indemnified Tax (as defined below), pay to Buyer such additional amounts as may be increased as necessary so that after making Buyer receives, free and clear of all required deductions (including deductions applicable to additional sums payable under this Section 3.13(a))such Indemnified Taxes, the Administrative Agent or such Lender, as the case may be, receives an a net amount equal to the sum amount it would have received had under this Agreement, as if no such deductions deduction or withholding had been made. In addition, (ii) the Borrower shall make such deductions, (iii) the Borrower shall Guarantor and Seller agree to timely pay the full amount deducted to the relevant taxation authority or other Governmental Authority in accordance with applicable Requirements law any current or future stamp, court or documentary taxes, intangible, filing or similar Taxes (including, without limitation, mortgage recording taxes, transfer taxes and similar fees) imposed by any Governmental Authority that arise from any payment made hereunder or from the execution, delivery, performance or registration of, from the receipt or perfection of Lawa security interest under, or otherwise with respect to, this Agreement except any such Taxes imposed on Buyer with respect to an assignment, other than an assignment made at the request of Seller or Guarantor, by a jurisdiction (or political subdivision thereof) having a present or former connection with Buyer (other than any connection arising from executing, delivering, being party to, engaging in any transaction pursuant to, performing its obligations under or enforcing this Agreement) (“Other Taxes”). Other Taxes and Taxes (ivother than Excluded Taxes) imposed on or with respect to any payment made by or on account of any obligation of Guarantor or Seller under this Agreement shall be referred to in this Agreement as “Indemnified Taxes.” (b) Seller shall within 30 ten (10) calendar days after demand therefor, indemnify Buyer for the date full amount of such paymentany and all Indemnified Taxes (including any Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 12.3) arising with respect to the Purchased Assets, the Borrower shall furnish Principal Agreements and other documents related thereto and fully indemnify and hold Buyer harmless from and against any and all liabilities or reasonable expenses with respect to or resulting from any delay or omission to pay such Taxes, whether or not such Indemnified Taxes were correctly or legally imposed or assessed by the relevant Governmental Authority. A certificate as to the Administrative Agent (which shall forward the same amount of any payment or liability of Buyer with respect to such LenderIndemnified Taxes delivered to Seller by Buyer shall be conclusive absent manifest error. As soon as practicable after any payment of Taxes by Seller to a Governmental Authority pursuant to this Section 12.3, if applicable) Seller shall deliver to Buyer the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Buyer, and provided further that in no event shall Buyer be required to complete, execute or submit to Seller any of the documentation listed in Section 12.3(d) if there is a change in United States law prohibiting provision of any such documentation which occurs subsequent to the date on which applicable documentation listed under Section 12.3(d) was previously provided by Buyer to Seller in accordance with the requirements of Section 12.3(d). (c) If Buyer is entitled to an exemption or reduction of withholding Tax with respect to payments made under this Agreement, Buyer shall deliver to Seller, at the time or times reasonably requested by Seller, such properly completed and executed documentation reasonably requested by Seller as will permit such payments to be made without withholding or at a reduced rate of withholding; provided that the completion, execution and submission of such documentation (other than the documentation listed in Section 12.3(d)) shall not be required if in Buyer’s reasonable judgment such completion, execution or submission would subject Buyer to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of Buyer. (d) Without limiting the generality of Section 12.3(c), if Buyer is (i) not incorporated under the laws of the United States, any State thereof, or the District of Columbia or (ii) not otherwise treated as a “United States person” within the meaning of the Code (a “Foreign Buyer”) and is entitled to an exemption from or reduction of U.S. federal withholding Taxes with respect to payments made under this Agreement, Buyer shall provide Seller with an original, properly completed and duly executed United States Internal Revenue Service (“IRS”) Form W-8BEN, W-8BEN-E, W-8IMY or W-8ECI or any successor form prescribed by the IRS, (i) certifying that such Foreign Buyer is entitled to benefits under an income tax treaty to which the United States is a party which reduces or eliminates the rate of withholding tax on payments of interest or setting forth a basis to claim the benefits of the exemptions from U.S. withholding taxes for portfolio interest under Section 881(c) of the Code or (ii) certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United States on or prior to the date upon which each such Foreign Buyer becomes a Buyer. If an IRS form previously delivered expires or becomes obsolete or inaccurate in any respect, each Foreign Buyer will update such form or promptly notify Seller of its legal inability to do so. Should a Foreign Buyer, which is otherwise exempt from a withholding tax, become subject to Taxes because of its failure to deliver an IRS form required hereunder, Seller shall, at no cost or expense to Seller, take such steps as such Foreign Buyer shall reasonably request to assist such Foreign Buyer to recover such Taxes. Upon the execution of this Agreement or otherwise becoming a Buyer, each Buyer that is a “United States person” within the meaning of the Code shall deliver to Seller an original, properly completed and duly executed IRS Form W-9 or such other documentation or information prescribed by applicable laws or reasonably requested by Seller as will enable Seller to determine whether or not such Buyer is subject to backup withholding or information reporting requirements. (e) Nothing contained in this Section 12.3 shall require Buyer to make available any of its Tax returns or other information that it deems to be confidential or proprietary or otherwise subject Buyer to any material unreimbursed cost or expense or materially prejudice the legal or commercial position of Buyer, except for such IRS forms Buyer is required to deliver to Seller under Section 12.3(d). (f) If a payment made to Buyer under this Agreement would be subject to U.S. federal withholding tax imposed under FATCA if such Buyer were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Buyer shall deliver to Seller at the time or times prescribed by law and at such time or times reasonably requested by Seller such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Seller as may be necessary for Seller to comply with its obligations under FATCA or to determine the amount to deduct and withhold from such payment. For purposes of this clause, “FATCA” shall include any amendments made to FATCA after the date of this Agreement. (g) If Buyer determines, in its sole discretion, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 12.3 (including by the payment of additional amounts pursuant to this section), it shall pay to Seller an amount equal to such refund (but only to the extent of indemnity payments and additional payments made under this section with respect to the Taxes giving rise to such receipt is issued thereforrefund), net of all out-of-pocket expenses (including Taxes) of Buyer and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Seller, upon the request of Buyer, shall repay to Buyer the amount paid over pursuant to this Section 12.3(g) (plus any penalties, interest or other written proof of payment thereof charges imposed by the relevant Governmental Authority) in the event that Buyer is reasonably satisfactory required to repay such refund to such Governmental Authority. Notwithstanding anything to the Administrative Agentcontrary in this Section 12.3(g), in no event will Buyer be required to pay any amount to Seller pursuant to this Section 12.3(g) the payment of which would place Buyer in a less favorable net after-Tax position than Buyer would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid.

Payment of Taxes. Any Except as otherwise being Properly Contested for Taxes (as defined in the Credit Agreement), the Company will pay, when due, all taxes, assessments and other Charges (as defined in the Credit Agreement) lawfully levied or assessed upon the Company or any of the Collateral including real and personal property taxes, assessments and charges and all payments franchise, income, employment, social security benefits, withholding, and sales taxes. If any tax by the Borrower to any nation or for the account of the Administrative Agent government, any state or other political subdivision thereof or any Lender under entity, authority, agency, division or department exercising the legislative, judicial, regulatory or administrative functions of or pertaining to a government (a “Governmental Body”), is or may be imposed on or as a result of any Credit Document transaction between the Company and TCS which TCS may be required to withhold or pay or if any taxes, assessments, or other Charges remain unpaid after the date fixed for their payment, or if any claim shall be made free which, in TCS’s opinion, may possibly create a valid lien on the Collateral, TCS may without notice to the Company, if such tax, assessment, Charge or claim is not being Properly Contested for Taxes, pay the taxes, assessments or other Charges and clear the Company hereby indemnifies and holds TCS harmless in respect thereof. TCS shall promptly provide the Company with written notice after making such payment. The amount of any payment by TCS under this Section 2.13 shall be charged to the Company and added to the Obligations and, until the Company shall furnish TCS with an indemnity therefor (or supply TCS with evidence satisfactory to TCS that due provision for the payment thereof has been made), TCS may hold without deduction for interest any balance standing to the Company’s credit and TCS shall retain its security interest in and lien on any and all present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, but excluding, in the case of the Administrative Agent and each Lender, taxes imposed on or measured Collateral held by its net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which the Administrative Agent or such Lender, as the case may be, is organized or maintains its Lending Office (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”). If the Borrower shall be required by any Requirement of Law to deduct any Taxes from or in respect of any sum payable under any Credit Document to the Administrative Agent or any Lender, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.13(a)), the Administrative Agent or such Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other Governmental Authority in accordance with applicable Requirements of Law, and (iv) within 30 days after the date of such payment, the Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender, if applicable) the original or a certified copy of a receipt evidencing payment thereof, to the extent such receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative AgentTCS.

Payment of Taxes. Any and all payments by the Borrower to hereunder or for the account of the Administrative Agent or any Lender under any Credit Document Note or other document evidencing any Obligations shall be made made, in accordance with Section 4.02, free and clear of and without deduction reduction for any and all present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessmentscharges, fees, withholdings or similar chargeswithholdings, and all stamp or documentary taxes, excise taxes, ad valorem taxes and other taxes imposed on the value of the Property, charges or levies which arise from the execution, delivery or registration, or from payment or performance under, or otherwise with respect to, any of the Loan Documents or the Revolving Credit Commitments and all other liabilities with respect thereto, but thereto excluding, in the case of each Lender, each Issuing Bank and the Administrative Agent and each LenderAgent, taxes imposed on or measured by its net income, income or overall gross receipts and capital and franchise taxes imposed on it by (in lieu i) the United States, (ii) the Governmental Authority of net income taxes), by the jurisdiction (in which such Lender's Applicable Lending Office is located or any political subdivision thereofthereof or (iii) under the Laws of Governmental Authority in which the Administrative Agent such Person is organized, managed and controlled or such Lender, as the case may be, is organized or maintains its Lending Office any political subdivision thereof (all such non-non- excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, charges and withholdings or similar charges, and liabilities being hereinafter referred to as “"Taxes”"). If the Borrower shall be required by any Requirement of Law law to withhold or deduct any Taxes from or in respect of any sum payable hereunder or under any Credit Document such Note or document to the Administrative Agent or any Lender, any Issuing Bank or the Administrative Agent, (ix) the sum payable to such Lender, Issuing Bank, or the Administrative Agent shall be increased as may be necessary so that after making all required withholding or deductions (including withholding or deductions applicable to additional sums payable under this Section 3.13(a))14.01) such Lender, such Issuing Bank or the Administrative Agent or such Lender, (as the case may be, ) receives an amount equal to the sum it would have received had no such withholding or deductions been made, (iiy) the Borrower shall make such withholding or deductions, and (iiiz) the Borrower shall pay the full amount withheld or deducted to the relevant taxation authority or other Governmental Authority authority in accordance with applicable Requirements of Law, and (iv) within 30 days after the date of such payment, the Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender, if applicable) the original or a certified copy of a receipt evidencing payment thereof, to the extent such receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agentlaw.

Payment of Taxes. Any and all payments by the Borrower to Issuer hereunder or for the account of the Administrative Agent or any Lender under any Credit Document other document evidencing any Obligations shall be made made, in accordance with Section 3.02, free and clear of and without deduction reduction for any and all present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessmentscharges, fees, withholdings or similar chargeswithholdings, and all stamp or documentary taxes, excise taxes, ad valorem taxes and other taxes imposed on the value of the Property, charges or levies which arise from the execution, delivery or registration, or from payment or performance under, or otherwise with respect to, any of the Note Documents and all other liabilities with respect thereto, but thereto excluding, in the case of the Administrative Agent and each LenderHolder, taxes imposed on or measured by its net income, capital, profits or gains and franchise taxes imposed on it by (in lieu i) the United States, (ii) the Governmental Authority of net income taxes), by the jurisdiction (in which such Holder's Applicable Lending Office is located or any political subdivision thereofthereof or (iii) under the Laws of Governmental Authority in which the Administrative Agent such Person is organized, managed and controlled or such Lender, as the case may be, is organized or maintains its Lending Office any political subdivision thereof (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, feescharges, withholdings or similar charges, and liabilities being hereinafter referred to as “"Taxes”"). If (I) the Borrower Issuer shall be required by any Requirement of Law law to withhold or deduct any Taxes from or in respect of any sum payable hereunder or under any Credit Document document to the Administrative Agent Holder or (II) if the Holder shall be required by law to withhold or deduct any Taxes from or in respect of any sum payable hereunder or under any document to a TFLLC B Lender, (ix) the sum payable to the Holder shall be increased in the case of clause (I) as may be necessary so that after making all required withholding or deductions (including withholding or deductions applicable to additional sums payable under this Section 3.13(a)), 3.03) the Administrative Agent or such Lender, as the case may be, Holder receives an amount equal to the sum it would have received had no such withholding or deductions been made, or in the case of clause (iiII) as may be necessary to ensure that the Holder funds sufficient to pay the TFLLC B Lenders pursuant to the terms of the TFLLC Credit Agreement, (y) in the case of clause (I) the Borrower Issuer shall make such withholding or deductions, and (iiiz) the Borrower Issuer shall pay the full amount withheld or deducted to the relevant taxation authority or other Governmental Authority authority in accordance with applicable Requirements of Law, and (iv) within 30 days after the date of such payment, the Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender, if applicable) the original or a certified copy of a receipt evidencing payment thereof, to the extent such receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agentlaw.

Payment of Taxes. Any (i) Pfizer shall pay or cause to be paid (A) all Taxes due with respect to Tax Returns which Pfizer is obligated to prepare and file or cause to be prepared and filed pursuant to Section 7.4(a) and (B) to the extent not described in the preceding clause, all payments Taxes that constitute Retained Liabilities. Purchaser shall pay or cause to be paid all Taxes due with respect to separate Tax Returns which Purchaser is obligated to prepare and file or cause to be prepared and filed pursuant to Section 7.4(a) other than Taxes which Pfizer shall pay or cause to be paid in accordance with the preceding sentence. (ii) All Taxes (including, without limitation, any value added Taxes but excluding any Income Taxes) and fees relating to the transfer of the Conveyed Assets shall be paid by the Borrower person liable therefor but the liability for such Taxes as between the Seller Corporations and Purchaser shall be borne as follows: (x) in respect of any such Taxes relating to the transfer of Real Property or for any interest therein, by Purchaser; (y) in respect of any such Taxes which are refundable or in respect of which a credit is or becomes available, by Purchaser; and (z) in respect of any other such Taxes not falling within subsection (x) or (y) above, equally by the account Seller Corporations on the one hand and Purchaser on the other hand, provided that if any such Tax or any other Tax from which there is otherwise an exemption becomes payable as a result of an action by or 65 omission of the Administrative Agent Purchaser, including, without limitation, changing the nature of the Business or any Lender under any Credit Document part thereof transferred or failing to register or become liable for value added Tax or causing a significant break in the conduct of the Business or part thereof transferred, such Tax shall be made free and clear of and without deduction for any and all present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, but excluding, in the case of the Administrative Agent and each Lender, taxes imposed on or measured by its net income, and franchise taxes imposed on it (in lieu of net income taxes), borne by the jurisdiction (or any political subdivision thereof) under the Laws of which the Administrative Agent or such LenderPurchaser solely. The Seller Corporations and Purchaser, as the case may be, is organized or maintains will on demand reimburse the other for its Lending Office (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”). If the Borrower shall be required by any Requirement of Law to deduct any Taxes from or in respect share of any sum payable under any Credit Document to such Taxes paid by the Administrative Agent or any Lender, (i) other in accordance with the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under foregoing provisions of this Section 3.13(a)), the Administrative Agent or such Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, Section. (iii) Real and personal property Taxes and assessments on the Borrower shall pay the full amount deducted Conveyed Assets for any taxable period commencing prior to the relevant taxation authority Closing Date and ending after the Closing Date shall be prorated on a per diem basis between Purchaser and the Seller Corporations as of the Closing Date. All such prorations shall be allocated so that items relating to time periods ending on or other Governmental Authority prior to the Closing Date shall be allocated to the Seller Corporations and items relating to time periods beginning after the Closing Date shall be allocated to Purchaser. The amount of all such prorations shall be settled and paid on the Closing Date, provided that final payments with respect to prorations that are not able to be calculated as of the Closing Date shall be calculated and paid as soon as practicable thereafter. If any of the real or personal property tax rates for the current taxable period are not established by the Closing Date, the prorations shall be made on the basis of the rate in accordance with applicable Requirements of Laweffect for the preceding taxable period, and (iv) within 30 days after such proration shall be adjusted upon presentation of written evidence by Purchaser that the date of such payment, actual taxes paid differ from the Borrower shall furnish to amount assumed on the Administrative Agent (which shall forward the same to such Lender, if applicable) the original or a certified copy of a receipt evidencing payment thereof, to the extent such receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative AgentClosing Date.

Payment of Taxes. Any and all (a) All payments made by the Borrower to or for the account of the Administrative Agent or any Lender Seller under any Credit Document this Agreement shall be made free and clear of of, and without deduction or withholding for or on account of, any and all present or future income, stamp or other taxes, duties, levies, imposts, duties, deductions, charges, assessments, fees, fees or withholdings or similar charges(including backup withholdings), and all liabilities (including penalties, interest and additions to tax) with respect theretothereto imposed by any Governmental Authority (collectively, “Taxes”), but excludingexcluding income taxes (however denominated), in the case of the Administrative Agent and each Lenderbranch profits taxes, taxes imposed on or measured by its franchise taxes, any other net income, and franchise taxes -based tax imposed on it (in lieu of net income taxes), by the United States, a state or a foreign jurisdiction (under the laws of which Buyer is organized or of its applicable lending office, or any political subdivision thereof, U.S. withholding taxes imposed under FATCA and taxes attributable to Buyer’s failure to comply with Section 12.2(c) under the Laws of which the Administrative Agent or and (d) (such Lenderexclusions from Taxes, as the case may be, is organized or maintains its Lending Office (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Excluded Taxes”), all of which shall be paid by Seller for its own account not later than the date when due. If the Borrower shall be Seller is required by any Requirement of Law law or regulation to deduct or withhold any Taxes from or in respect of any sum amount payable under any Credit Document to the Administrative Agent or any Lenderhereunder, it shall: (i) make such deduction or withholding; (ii) pay the sum payable shall amount so deducted or withheld to the appropriate Governmental Authority not later than the date when due; (iii) deliver to Buyer, promptly, original tax receipts and other evidence satisfactory to Buyer of the payment when due of the full amount of such Taxes; and (iv) pay to Buyer such additional amounts as may be increased as necessary so that after making such Buyer receives, free and clear of all required deductions Indemnified Taxes (including deductions applicable to additional sums payable under this Section 3.13(a)as defined below), the Administrative Agent or such Lender, as the case may be, receives an a net amount equal to the sum amount it would have received had under this Agreement, as if no such deductions deduction or withholding had been made. In addition, (ii) the Borrower shall make such deductions, (iii) the Borrower shall Seller agrees to timely pay the full amount deducted to the relevant taxation authority or other Governmental Authority in accordance with applicable Requirements law any current or future stamp, court or documentary taxes, intangible, filing, excise, property or similar Taxes (including, without limitation, mortgage recording taxes, transfer taxes and similar fees) imposed by any Governmental Authority that arise from any payment made hereunder or from the execution, delivery, performance or registration of, from the receipt or perfection of Lawa security interest under, and or otherwise with respect to, this Agreement (iv“Other Taxes”). Taxes other than Excluded Taxes shall be referred to in this Agreement as “Indemnified Taxes”. (b) Seller shall, within 30 ten (10) days after demand therefor, indemnify and hold Buyer harmless from and against the full amount of any and all Indemnified Taxes (including any Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) and Other Taxes arising with respect to the Purchased Mortgage Loans, the Principal Agreements and other documents related thereto and fully indemnify and hold Buyer harmless from and against any and all liabilities or expenses with respect to or resulting from any delay or omission to pay such Taxes, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or assessed by the relevant Governmental Authority. A certificate as to the amount of any payment or liability of Buyer with respect to such Indemnified Taxes or Other Taxes delivered to Seller by Buyer shall be conclusive absent manifest error. (c) Any Buyer that is not incorporated under the laws of the United States, any State thereof, or the District of Columbia (a “Foreign Buyer”) and that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under this Agreement shall provide Seller with properly completed United States Internal Revenue Service (“IRS”) Form W-8BEN, W-8BEN-E, W-8IMY or W-8ECI or any successor form prescribed by the IRS, certifying that such Foreign Buyer is entitled to benefits under an income tax treaty to which the United States is a party which reduces or eliminates the rate of withholding Tax on payments of interest or certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United States on or prior to the date upon which each such Foreign Buyer becomes a Buyer. If an IRS form previously delivered expires or becomes obsolete or inaccurate in any respect, each Foreign Buyer will update such form or promptly notify Seller of its legal inability to do so. For any period with respect to which a Foreign Buyer has failed to provide Seller with the appropriate IRS forms prescribed by this Section 12.2(c) (unless such paymentfailure is due to a change in treaty, the Borrower shall furnish law, or regulation occurring subsequent to the Administrative Agent date on which such form originally was required to be provided), such Foreign Buyer shall not be entitled to any “gross-up” of Indemnified Taxes or indemnification under Section 12.2(b) with respect to Taxes imposed by the United States; provided, however, that should a Foreign Buyer, which is otherwise exempt from a withholding tax, become subject to Taxes because of its failure to deliver an IRS form required hereunder, Seller shall take such steps as such Foreign Buyer shall reasonably request to assist such Foreign Buyer to recover such Taxes. (which d) Nothing contained in this Section 12.2 shall forward require Buyer to make available any of its tax returns or other information that it deems to be confidential or proprietary or otherwise subject Buyer to any material unreimbursed cost or expense or materially prejudice the same legal or commercial position of Buyer. (e) Any Buyer that is a “United States Person” as defined in Section 7701(a)(30) of the Internal Revenue Code (as amended from time to such Lender, if applicabletime) the original or a certified copy of a receipt evidencing payment thereof, shall deliver to the extent such receipt is issued therefor, Seller on or other written proof of payment thereof that is reasonably satisfactory prior to the Administrative AgentEffective Date (and from time to time thereafter upon the reasonable request of the Seller), executed originals of IRS Form W-9 certifying that Buyer is exempt from U.S. federal backup withholding tax. (t) Section 14.11(a) of the Agreement is hereby amended by revising the address for notices to Buyer as follows (modified text underlined for review purposes): If to Buyer: Bank of America, N.A. 00000 Xxxxxx Xxxx Mail Code: CA6-917-02-63 Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxx Xxxxxx, Managing Director Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: Xxxx.Xxxxxx@xxxx.xxx With copies to: Bank of America, N.A. One Bryant Park, 11th Floor Mail Code: NY1-100-11-01 Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx Xxxxx, Director, Mortgage Finance Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: Xxxxxx.Xxxxx@xxxx.xxx Bank of America, N.A. One Bryant Park Mail Code: NY1-100-17-01 Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxx Xxxxx, Assistant General Counsel Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: Xxxx.Xxxxx@xxxxxxxxxxxxx.xxx (u) Section 14 of the Agreement is hereby amended by adding the following new paragraph immediately at the end thereof:

Payment of Taxes. Any and all payments by the Borrower to hereunder or for under the account Notes or other documents evidencing any Obligations of the Administrative Agent or any Lender under any Credit Document such Person shall be made made, in accordance with Section 4.2, free and clear of and without deduction reduction for any and all present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessmentscharges, fees, withholdings or similar chargeswithholdings, and all stamp or documentary taxes, excise taxes, ad valorem taxes and other taxes which arise from the execution, delivery or registration, or from payment or performance under, or otherwise with respect to, any of the Loan Documents or the Term Loan Obligations and all other liabilities with respect thereto, but thereto excluding, in the case of the Administrative Agent and each Lender, taxes imposed on or measured by its net income, income or overall gross receipts and capital and franchise taxes imposed on it by (in lieu i) the United States, (ii) the Governmental Authority of net income taxes), by the jurisdiction (in which such Lender's Applicable Lending Office is located or any political subdivision thereofthereof or (iii) under the Laws of Governmental Authority in which the Administrative Agent such Person is organized, managed and controlled or such Lender, as the case may be, is organized or maintains its Lending Office any political subdivision thereof (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, charges and withholdings or similar charges, and liabilities being hereinafter referred to as “"Taxes”"). If Except as otherwise provided herein, if the Borrower shall be required by any Requirement of Law law to withhold or deduct any Taxes from or in respect of any sum payable hereunder or under any Credit Document such Note or document to the Administrative Agent or any Lender, (ix) the sum payable to such Lender shall be increased as may be necessary so that after making all required withholding or deductions (including withholding or deductions applicable to additional sums payable under this Section 3.13(a)), the Administrative Agent or 13.1) such Lender, as the case may be, Lender receives an amount equal to the sum it would have received had no such withholding or deductions been made, (iiy) the Borrower shall make such withholding or deductions, and (iiiz) the Borrower shall pay the full amount withheld or deducted to the relevant taxation authority or other Governmental Authority authority in accordance with applicable Requirements of Law, and (iv) within 30 days after the date of such payment, the Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender, if applicable) the original or a certified copy of a receipt evidencing payment thereof, to the extent such receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agentlaw.

Payment of Taxes. Any and all payments by the Borrower to hereunder or for the account of the Administrative Agent or any Lender under any Credit Document Note or other document evidencing any Obligations shall be made made, in accordance with Section 3.2, free and clear of and without deduction reduction for any and all present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessmentscharges, fees, withholdings or similar chargeswithholdings, and all stamp or documentary taxes, excise taxes, ad valorem taxes and other taxes imposed on the value of the Property, charges or levies which arise from the execution, delivery or registration, or from payment or performance under, or otherwise with respect to, any of the Loan Documents or the Revolving Credit Commitments and all other liabilities with respect thereto, but thereto excluding, in the case of the Administrative Agent and each Lender, taxes imposed on or measured by its net income, income or overall gross receipts and capital and franchise taxes imposed on it by (in lieu i) the United States, (ii) the Governmental Authority of net income taxes), by the jurisdiction (in which such Lender's Applicable Lending Office is located or any political subdivision thereofthereof or (iii) under the Laws of Governmental Authority in which the Administrative Agent such Person is organized, managed and controlled or such Lender, as the case may be, is organized or maintains its Lending Office any political subdivision thereof (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, charges and withholdings or similar charges, and liabilities being hereinafter referred to as “"Taxes”"). If the Borrower shall be required by any Requirement of Law law to withhold or deduct any Taxes from or in respect of any sum payable hereunder or under any Credit Document such Note or document to the Administrative Agent or any Lender, (ix) the sum payable to such Lender shall be increased as may be necessary so that after making all required withholding or deductions (including withholding or deductions applicable to additional sums payable under this Section 3.13(a)), the Administrative Agent or 12.1) such Lender, as the case may be, Lender receives an amount equal to the sum it would have received had no such withholding or deductions been made, (iiy) the Borrower shall make such withholding or deductions, and (iiiz) the Borrower shall pay the full amount withheld or deducted to the relevant taxation authority or other Governmental Authority authority in accordance with applicable Requirements of Lawlaw. Notwithstanding the foregoing, and (iv) within 30 days after in the date of event that any Lender is or becomes so subject to such paymentTaxes, at the Borrower's sole election, the Borrower may identify an Eligible Assignee not so subject to such Taxes to whom the Lender which is so subject shall furnish assign its interest in the Loans at par pursuant to the Administrative Agent (which shall forward terms of an Assignment and Acceptance substantially in the same to such Lender, if applicable) the original or a certified copy of a receipt evidencing payment thereof, to the extent such receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agent.form attached as Exhibit A.

Payment of Taxes. Any (A) It is agreed and understood that during the Compulsory Taxable PILOT Period, the entire project shall remain taxable in accordance with the customary assessment practices applied to all payments by real property within the Borrower City, and that the Developer agrees to pay all taxes and assessments lawfully assessed against the Property and the improvements thereon, provided however that nothing herein shall be construed as waiving any right the Developer, or its successors in title or its tenants may have to contest or appeal, or make application for and receive such real property tax abatements or exemptions to which the account Developer, any of its tenants or successors in interest to all or any portion of the Administrative Agent or any Lender under any Credit Document shall Property may be made free and clear of and without deduction for any and all present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, but excludingentitled, in the case manner provided by law, any assessment made by the City with respect to all or any portion of the Administrative Agent Development, including the Property and each Lenderthe improvements thereon. (B) It is agreed and understood during the Compulsory Taxable PILOT Period, no portion of the Property may be conveyed to a tax exempt entity unless such tax exempt entity executes and delivers to the City an agreement waiving its right to apply for and receive any exemption from the payment of real property taxes imposed on during the remainder of the Compulsory Taxable PILOT Period with respect to such potion of the Property, or measured by its net incomeobtains the prior written consent of the Economic Development Administrator (which consent shall not to be unreasonably withheld) and enters into a Payment in Lieu of Taxes (PILOT) Agreement with the City for a term of years not less than the then balance of the Compulsory Taxable PILOT Period, pursuant to which such entity agrees to pay a PILOT in the amount of the taxes which otherwise would be payable. It is hereby agreed, stipulated and understood that any conveyance, assignment or other transfer made to any tax- exempt entity in breach of the provisions of this Section 5.6(B) shall be null and void and of no effect and shall result in an automatic reversion of the portion of the Property in question to the City. (C) It is hereby agreed, stipulated and understood that all or any portion of the Project may qualify for a tax deferment program (state of municipal), in which event, the Developer shall be entitled to make application for, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which the Administrative Agent or such Lender, as the case may be, is organized or maintains its Lending Office (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”). If the Borrower shall be required by any Requirement of Law to deduct any Taxes from or in enter into an agreement with respect of any sum payable under any Credit Document to the Administrative Agent or any Lender, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.13(a)), the Administrative Agent or such Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other Governmental Authority in accordance with applicable Requirements of Law, and (iv) within 30 days after the date of such payment, the Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender, if applicable) the original or a certified copy of a receipt evidencing payment thereof, to the extent such receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agentqualified.

Payment of Taxes. Any and all payments by the Borrower to hereunder or for the account of the Administrative Agent or any Lender under any Credit Document Note or other document evidencing any Obligations shall be made made, in accordance with SECTION 4.2, free and clear of and without deduction reduction for any and all present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessmentscharges, fees, withholdings or similar chargeswithholdings, and all stamp or documentary taxes, excise taxes, ad valorem taxes and other taxes imposed on the value of the Property, charges or levies which arise from the execution, delivery or registration, or from payment or performance under, or otherwise with respect to, any of the Loan Documents or the Commitments and all other liabilities with respect thereto, but thereto excluding, in the case of the Administrative Agent and each Lender, taxes imposed on or measured by its net income, income or overall gross receipts and capital and franchise taxes imposed on it by (in lieu i) the United States, (ii) the Governmental Authority of net income taxes), by the jurisdiction (in which such Lender's 101 Applicable Lending Office is located or any political subdivision thereofthereof or (iii) under the Laws of Governmental Authority in which the Administrative Agent such Person is organized, managed and controlled or such Lender, as the case may be, is organized or maintains its Lending Office any political subdivision thereof (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, charges and withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”"TAXES"). If the Borrower shall be required by any Requirement of Law law to withhold or deduct any Taxes from or in respect of any sum payable hereunder or under any Credit Document such Note or document to the Administrative Agent or any Lender, (ix) the sum payable to such Lender shall be increased as may be necessary so that after making all required withholding or deductions (including withholding or deductions applicable to additional sums payable under this Section 3.13(a)), the Administrative Agent or SECTION 13.1) such Lender, as the case may be, Lender receives an amount equal to the sum it would have received had no such withholding or deductions been made, (iiy) the Borrower shall make such withholding or deductions, and (iiiz) the Borrower shall pay the full amount withheld or deducted to the relevant taxation authority or other Governmental Authority authority in accordance with applicable Requirements of Law, and (iv) within 30 days after the date of such payment, the Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender, if applicable) the original or a certified copy of a receipt evidencing payment thereof, to the extent such receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agentlaw.

Payment of Taxes. Any and all payments by the any Borrower to hereunder or for the account of the Administrative Agent or any Lender under any Credit Document Note or other document evidencing any Obligations shall be made free and clear of and without deduction reduction for any and all present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessmentscharges, fees, withholdings or similar chargeswithholdings, and all stamp or documentary taxes, excise taxes, ad valorem taxes, and other taxes imposed on the value of the Property of the Company and its Subsidiaries, charges or levies which arise from the execution, delivery or registration, or from payment or performance under, or otherwise with respect to, any of the Loan Documents or the Revolving Credit Commitments and all other liabilities with respect thereto, but thereto excluding, in the case of each Lender, each Issuing Bank, each CoAgent and the Administrative Agent and each LenderAgent, taxes imposed on or measured by its net income, capital, profits or gains and franchise taxes imposed on it by (in lieu of net income taxesi) the United States, except certain withholding taxes contemplated pursuant to Section 3.03(d)(ii)(C), by (ii) the Governmental Authority of the jurisdiction (in which such Lender's Applicable Lending Office is located or any political subdivision thereofthereof or (iii) under the Laws Governmental Authority of the jurisdiction in which the Administrative Agent such Person is organized, managed and controlled or such Lender, as the case may be, is organized or maintains its Lending Office any political subdivision thereof (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, feescharges, withholdings or similar charges, and liabilities being hereinafter referred to as “"Taxes”"). If the any Borrower shall be required by any Requirement of Law law to withhold or deduct any Taxes from or in respect of any sum payable hereunder or under any Credit Document such Note or document to the Administrative Agent or any Lender, any Issuing Bank, any CoAgent or the Administrative Agent, (ix) the sum payable to such Lender, such Issuing Bank, such CoAgent or the Administrative Agent shall be increased as may be necessary so that that, after making all required withholding or deductions of Taxes (including withholding or deductions of Taxes applicable to additional sums payable under this Section 3.13(a3.03(a)), such Lender, such Issuing Bank, such CoAgent or the Administrative Agent or such Lender, (as the case may be, ) receives an amount equal to the sum it would have received had no such withholding or deductions of Taxes been made, (iiy) the such Borrower shall make such withholding or deductions, and (iiiz) the such Borrower shall pay the full amount withheld or deducted to the relevant taxation authority or other Governmental Authority authority in accordance with applicable Requirements of Law, and (iv) within 30 days after the date of such payment, the Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender, if applicable) the original or a certified copy of a receipt evidencing payment thereof, to the extent such receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agentlaw.

Payment of Taxes. Any If the Company and/or the Employee's employer (the "Employer") are obligated to withhold an amount on account of any federal, state or local tax imposed as a result of the grant of the Restricted Shares and/or the expiration or termination of the Transfer Restrictions on any of the Restricted Shares pursuant to this Agreement (collectively, "Taxes"), including, without limitation, any federal, state or other income tax, or any F.I.C.A., state disability insurance tax or other employment tax (the date upon which the Company and/or the Employer becomes so obligated shall be referred to herein as the "Withholding Date"), then the Employee shall pay to the Company on the Withholding Date, the minimum aggregate amount that the Company and all payments the Employer are so obligated to withhold, as such amount shall be determined by the Borrower to or for Company (the account of the Administrative Agent or any Lender under any Credit Document "Minimum Withholding Liability"), which payment shall be made free and clear by the automatic cancellation by the Company of and without deduction for any and all present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, but excluding, in a portion of such Restricted Shares that shall have vested (such shares to be valued on the case basis of the Administrative Agent and each Lenderaggregate Fair Market Value thereof on the Withholding Date); provided, taxes imposed on or measured by its net incomehowever, and franchise taxes imposed on it (in lieu of net income taxes)that the Employee may instead pay to the Company, by check or wire transfer delivered or made within three business days after the jurisdiction (or any political subdivision thereof) under the Laws of which the Administrative Agent or such LenderWithholding Date, as the case may be, is organized or maintains its Lending Office (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”). If the Borrower shall be required by any Requirement of Law to deduct any Taxes from or in respect of any sum payable under any Credit Document to the Administrative Agent or any Lender, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.13(a)), the Administrative Agent or such Lender, as the case may be, receives an amount equal to or greater than the sum it would have received had no such deductions been made, (ii) Minimum Withholding Liability. The Employee acknowledges that neither the Borrower shall make such deductions, (iii) Company nor the Borrower shall pay the full amount deducted to the relevant taxation authority or other Governmental Authority in accordance with applicable Requirements of Law, and (iv) within 30 days after the date of such payment, the Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender, if applicable) the original or a certified copy of a receipt evidencing payment thereof, Employer has: except to the extent such receipt is issued thereforspecifically set forth in a prospectus delivered by the Company to the Employee together with this Agreement, made any representation or given any advice to the Employee with respect to the realization or recognition of any Taxes by the Employee; or undertaken or agreed to structure the Restricted Shares, or other written proof the grant of payment thereof that is reasonably satisfactory the Restricted Shares, to reduce or eliminate the Employee's liability or potential liability for Taxes. If the Employee shall make an election under Section 83(b) of the U.S. Internal Revenue Code, or similar election under foreign law, with respect to the Administrative AgentRestricted Shares, then the Employee shall deliver a copy of such election to the Company's Stock Plan Administration Department at the same time that it is filed with the U.S. Internal Revenue Service or applicable foreign authority, respectively.

Payment of Taxes. Any Each Credit Party will, and will cause each of its Subsidiaries to, pay (a) all payments by the Borrower to or for the account of the Administrative Agent federal, state and other material Taxes imposed upon it or any Lender under any Credit Document shall be made free and clear of and without deduction for any and all present its properties or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, but excluding, in the case of the Administrative Agent and each Lender, taxes imposed on or measured by its net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which the Administrative Agent or such Lender, as the case may be, is organized or maintains its Lending Office (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”). If the Borrower shall be required by any Requirement of Law to deduct any Taxes from assets or in respect of any sum of its income, businesses or franchises before any penalty or fine accrues thereon and (b) all claims (including claims for labor, services, materials and supplies) for sums that have become due and payable under and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided, no such Tax or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (i) adequate reserve or other appropriate provision, as shall be required in conformity with GAAP shall have been made therefor, and (ii) in the case of a Tax or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such Tax or claim. No Credit Party will, nor will any Credit Document Party permit any of its Subsidiaries to, file or consent to the Administrative filing of any consolidated income tax return with any Person (other than DDH or any Subsidiary of DDH). Subject to the limitations of Section 3.10, if any Tax by any Governmental Body is or may be imposed on or as a result of any transaction between any Credit Party and Agent or any LenderLender which Agent or any Lender may be required to withhold or pay or if any Taxes, (i) assessments, or other charges remain unpaid after the sum payable date fixed for their payment, or if any claim shall be increased made which, in Agent’s or any Lender’s Permitted Discretion, may possibly create a valid Lien on the Collateral, Agent may without notice to any Credit Party pay the Taxes, assessments or other claims and each Borrower hereby indemnifies and holds Agent and each Lender harmless in respect thereof. Agent will not pay any Taxes, assessments or claims to the extent being contested as necessary so that after making all required deductions (including deductions applicable to additional sums payable set forth in the proviso in the first sentence in this Section 4.13. The amount of any payment by Agent under this Section 3.13(a)4.13 shall be charged to Borrowers’ Account and added to the Obligations and, until Borrowers shall furnish Agent with an indemnity therefor (or supply Agent with evidence satisfactory to Agent that due provision for the payment thereof has been made), the Administrative Agent or such Lender, as the case may be, receives an amount equal hold without interest any balance standing to the sum it would have received had no such deductions been made, (ii) the Borrower Borrowers’ credit and Agent shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other Governmental Authority retain its security interest in accordance with applicable Requirements of Law, and (iv) within 30 days after the date of such payment, the Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender, if applicable) the original or a certified copy of a receipt evidencing payment thereof, to the extent such receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Lien on any and all Collateral held by Agent.

Payment of Taxes. Any Except as specifically provided to the contrary in Section 4.16(b) or Section 4.16(d)(iii), any and all payments by the Borrower to a Credit Party hereunder or for the account of the Administrative Agent or any Lender under any Credit Document Revolving Note or other document evidencing any Obligations shall be made free and clear of of, and without deduction for reduction for, any and all present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessmentscharges, fees, withholdings or similar chargeswithholdings, and all stamp or documentary taxes, excise taxes, ad valorem taxes and other taxes imposed on the value of the assets of any Credit Party or any Subsidiary of a Credit Party, charges or levies which arise from the execution, delivery or registration, or from payment or performance under, or otherwise with respect to, any of the Credit Documents or the Commitments and all other liabilities with respect thereto, but thereto excluding, in the case of the Administrative Agent and each Lender, the Issuing Bank and the Agent, taxes imposed on or measured by its net income, income or overall gross receipts and capital and franchise taxes imposed on it by (in lieu i) the United States, (ii) the Governmental Authority of net income taxes), by the jurisdiction (in which such Lender's Domestic Lending Office or Eurodollar Lending Office, as applicable, is located or any political subdivision thereofthereof or (iii) under the Laws of Governmental Authority in which the Administrative Agent such Person is organized, managed and controlled or such Lender, as the case may be, is organized otherwise doing business or maintains its Lending Office any political subdivision thereof (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, charges and withholdings or similar charges, and liabilities being hereinafter referred to as “"Taxes”"). If the Borrower a Credit Party shall be required by any Requirement of Law law to withhold or deduct any Taxes from or in respect of any sum payable hereunder or under any Credit Document such Revolving Note or document to the Administrative Agent or any Lender, the Issuing Bank or the Agent, (ix) the sum payable to such Lender, the Issuing Bank, or the Agent shall be increased as may be necessary so that after making all required withholding or deductions (including withholding or deductions applicable to additional sums payable under this Section 3.13(a)), the Administrative Agent or 4.16) such Lender, the Issuing Bank or the Agent (as the case may be, ) receives an amount equal to the sum it would have received had no such withholding or deductions been made, (iiy) the Borrower Credit Parties shall make such withholding or deductions, and (iiiz) the Borrower Credit Parties shall pay the full amount withheld or deducted to the relevant taxation authority or other Governmental Authority authority in accordance with applicable Requirements of Law, and (iv) within 30 days after the date of such payment, the Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender, if applicable) the original or a certified copy of a receipt evidencing payment thereof, to the extent such receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agentlaw.

Payment of Taxes. Any and all payments by the Borrower to hereunder or for the account of the Administrative Agent or other document evidencing any Lender under any Credit Document Obligations shall be made made, in accordance with SECTION 3.02, free and clear of and without deduction reduction for any and all present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessmentscharges, feeswithholdings, withholdings or similar chargesduties, and all stamp, transaction or documentary taxes, excise taxes, ad valorem taxes and other taxes imposed on the value of the Property, charges or levies which arise from the execution, delivery or registration, or from payment or performance under, or otherwise with respect to, any of the Loan Documents or the Term Loan Commitment and all other liabilities with respect theretothereto (including any related interest, but excludingpenalties, fines and expenses in the case connection with any of the Administrative Agent and each Lenderthem), excluding taxes imposed on or measured by its net income, income or overall gross receipts and capital and franchise taxes imposed on it the Lender by (i) the United States, (ii) the Governmental Authority of any jurisdiction in lieu of net income taxes), by which the jurisdiction (Lender has an office or any political subdivision thereofthereof or (iii) under the Laws of Governmental Authority in which the Administrative Agent Lender is organized, managed and controlled or such Lender, as the case may be, is organized or maintains its Lending Office any political subdivision thereof (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, feescharges, withholdings or similar charges, and liabilities duties being hereinafter referred to as “"Taxes”"). If the Borrower shall be required by any Requirement of Law law to withhold or deduct any Taxes from or in respect of any sum payable under hereunder or any Credit Document such document to the Administrative Agent or any Lender, Lender (ix) the sum payable to the Lender shall be increased as may be necessary so that after making all required withholding or deductions (including withholding or deductions applicable to additional sums payable under this Section 3.13(a)), SECTION 3.03) the Administrative Agent or such Lender, as the case may be, Lender receives an amount equal to the sum it would have received had no such withholding or deductions been made, (iiy) the Borrower shall make such withholding or deductions, and (iiiz) the Borrower shall pay the full amount withheld or deducted to the relevant taxation authority or other Governmental Authority authority in accordance with applicable Requirements of Law, and (iv) within 30 days after the date of such payment, the Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender, if applicable) the original or a certified copy of a receipt evidencing payment thereof, to the extent such receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agentlaw.

Payment of Taxes. Any and all payments by the Borrower to hereunder ---------------- or for the account of the Administrative Agent or any Lender under any Credit Document Note or other document evidencing any Obligations shall be made made, in accordance with Section 4.2, free and clear of and without deduction reduction for any and ----------- all present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessmentscharges, fees, withholdings or similar chargeswithholdings, and all stamp or documentary taxes, excise taxes, ad valorem taxes and other taxes imposed on the value of the Property, charges or levies which arise from the execution, delivery or registration, or from payment or performance under, or otherwise with respect to, any of the Loan Documents or the Commitments and all other liabilities with respect thereto, but thereto excluding, in the case of the Administrative Agent and each Lender, taxes imposed on or measured by its net income, income or overall gross receipts and capital and franchise taxes imposed on it by (in lieu i) the United States, (ii) the Governmental Authority of net income taxes), by the jurisdiction (in which such Lender's Applicable Lending Office is located or any political subdivision thereofthereof or (iii) under the Laws of Governmental Authority in which the Administrative Agent such Person is organized, managed and controlled or such Lender, as the case may be, is organized or maintains its Lending Office any political subdivision thereof (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, charges and withholdings or similar charges, and liabilities being hereinafter referred to as “"Taxes”"). If the Borrower shall be required by any Requirement of Law law to ----- withhold or deduct any Taxes from or in respect of any sum payable hereunder or under any Credit Document such Note or document to the Administrative Agent or any Lender, (ix) the sum payable to such Lender shall be increased as may be necessary so that after making all required withholding or deductions (including withholding or deductions applicable to additional sums payable under this Section 3.13(a)), the Administrative Agent or 13.1) such Lender, as the case may be, Lender receives an amount ------------ equal to the sum it would have received had no such withholding or deductions been made, (iiy) the Borrower shall make such withholding or deductions, and (iiiz) the Borrower shall pay the full amount withheld or deducted to the relevant taxation authority or other Governmental Authority authority in accordance with applicable Requirements of Law, and (iv) within 30 days after the date of such payment, the Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender, if applicable) the original or a certified copy of a receipt evidencing payment thereof, to the extent such receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agentlaw.

Payment of Taxes. Any and all All payments required to be made by the Borrower to or for the account of the Administrative Agent or any Lender under any Credit Document Guarantor hereunder shall be made to the Guaranteed Parties free and clear of of, and without deduction for for, any and all present or and future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, but excluding, in the case of the Administrative Agent and each Lender, taxes imposed on or measured by its net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which the Administrative Agent or such Lender, as the case may be, is organized or maintains its Lending Office (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”). If the Borrower Guarantor shall be required by any Requirement of Law law to deduct any Taxes from or in respect of any sum payable under any Credit Document to the Administrative Agent or any Lenderhereunder, (ia) the sum payable shall be increased as much as shall be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.13(a)), 6) the Administrative Agent or such Lender, as the case may be, receives Guaranteed Parties shall receive an amount equal to the sum it they would have received had no such deductions been made, (iib) the Borrower Guarantor shall make such deductions, and (iiic) the Borrower Guarantor shall pay the full amount deducted to the relevant taxation authority taxing or other Governmental Authority authority in accordance with applicable Requirements of Law, and law. Within thirty (iv30) within 30 days after the date of such paymentany payment of Taxes, the Borrower Guarantor shall furnish to the Administrative Agent (which shall forward the same to such Lender, if applicable) Trustee the original or a certified copy of a receipt evidencing payment thereof. The Guarantor shall indemnify and, to the extent such receipt is issued within ten (10) days of demand therefor, pay each Guaranteed Party for the full amount of Taxes (including any Taxes imposed by any jurisdiction on amounts payable under this Section 6) paid by such Guaranteed Party and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally asserted. "Taxes" shall mean taxes, levies, imposts, deductions, Charges or witholdings, and all liabilities with respect thereto, excluding taxes imposed on or measured by the net income of a Guaranteed Party by the jurisdiction under the laws of which such Guaranteed Party is organized or any political subdivision thereof. "Charges" shall mean all federal, state, county, city, municipal, local, foreign or other written proof of payment thereof that is reasonably satisfactory governmental taxes, levies, assessments, charges, liens, claims or encumbrances upon or relating to (a) the Administrative AgentNotes or (b) the Guaranteed Obligations.

Payment of Taxes. Any Each of the Companies has filed all United States federal, state and local tax returns which are required to be filed and all payments by such filed returns are complete and accurate except for such incompletions and inaccuracies as would not result in a Material Adverse Change. All taxes and all assessments to the Borrower extent that they have become due have been paid in full or the Company has contested such amounts through appropriate proceedings and has established adequate reserves therefor in accordance with generally accepted accounting principles, and each of them has made adequate accruals for all taxes which may be owed but have not been paid. There is no audit, examination, deficiency, or refund litigation pending or, to or for the account Company's knowledge, threatened, with respect to any Taxes of the Administrative Agent Companies that would individually or in the aggregate result in a Material Adverse Change. All Taxes, interest, additions, and penalties due with respect to completed and settled examinations or concluded litigation relating to it have been paid in full. None of the Companies has executed an extension or waiver of any statute of limitations on the assessment or collection of any Tax that is currently in effect. No rulings have been issued by or agreements entered into with any Tax Authority (as defined below) with respect to the Company or any Lender under any Credit Document subsidiary or affiliate. For purposes of this paragraph, "Taxes" shall be made free and clear of and without deduction for any and mean all present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessmentscharges, fees, withholdings liens, duties or similar chargesother assessments, however denominated, including any interest or penalties that may become payable in respect thereof, imposed by the United States government, any state, local or foreign government or any agency or political subdivision of any such government (a "Taxing Authority"), which taxes shall include, without limiting the generality of the foregoing, all income taxes, payroll and employee withholding taxes, unemployment insurance taxes, social security taxes, sales and use taxes, excise taxes, capital taxes, franchise taxes, gross receipt taxes, occupation taxes, real or personal property taxes, value added taxes, stamp taxes, transfer taxes, workers' compensation taxes, and all liabilities with respect thereto, but excluding, in the case other obligations of the Administrative Agent and each Lender, taxes imposed on same or measured by its net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which the Administrative Agent or such Lender, as the case may be, is organized or maintains its Lending Office (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”). If the Borrower shall be required by any Requirement of Law to deduct any Taxes from or in respect of any sum payable under any Credit Document to the Administrative Agent or any Lender, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.13(a)), the Administrative Agent or such Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other Governmental Authority in accordance with applicable Requirements of Law, and (iv) within 30 days after the date of such payment, the Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender, if applicable) the original or a certified copy of a receipt evidencing payment thereof, to the extent such receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agentsimilar nature.

Payment of Taxes. Any and all payments by the Borrower to or for the account of the Administrative Agent Bank hereunder or any Lender under any Credit other Loan Document shall be made free and clear of of, and without deduction for for, any and all present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings charges or similar chargeswithholdings, and all liabilities with respect thereto, but excluding, in the case of the Administrative Agent and each LenderBank, taxes imposed on or measured by its net income, and franchise taxes imposed on it (in lieu of net income taxes)it, by the jurisdiction (under the laws of which Bank is organized or any political subdivision thereof) under the Laws of which the Administrative Agent or such Lender, as the case may be, is organized or maintains its Lending Office thereof (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, feescharges, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”). If the Borrower shall be required by any Requirement of Law law to deduct any Taxes from or in respect of any sum payable under this Agreement or any Credit other Loan Document to the Administrative Agent or any LenderBank, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.13(a)), the Administrative Agent or such Lender, as the case may be, Section) Bank receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other Governmental Authority authority in accordance with applicable Requirements of Applicable Law, and (iv) within 30 days after the date of such payment, the Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender, if applicable) Bank the original or a certified copy of a the receipt evidencing payment thereof, to the extent such receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agent.

Payment of Taxes. Any (i) Sellers shall prepare and file, or cause to be prepared and filed, all payments by the Borrower to Returns of or for the account which include any of the Administrative Agent Acquired Entities (including any amendments thereto) with respect to any taxable period ending at or any Lender under any Credit Document prior to the Effective Time (a "Pre-Closing Period"). Such Returns shall be made free prepared in a manner consistent with past practices. Sellers shall provide Purchaser with copies of all Returns promptly following the filing thereof. Notwithstanding anything to the contrary in this Agreement, Sellers shall pay and clear of indemnify and without deduction for hold Purchaser and the Acquired Entities harmless from and against (A) any and all present Taxes imposed on or future incomewith respect to any Acquired Entity for a Pre-Closing Period (including, stamp without limitation, any Taxes imposed on any Acquired Entities as a result of having been (or ceasing to be) a member of the Columbia Affiliated Group or the Value Health Affiliated Group, and any Taxes that are determined by income or earned surplus attributable to a Pre-Closing Period), and (B) any and all Taxes of any Person (other taxesthan the Acquired Entities) under Treas. Reg. Section 1. 1502-6 (or any similar provision of state, dutieslocal or foreign law), leviesor as a transferee or successor, impostspursuant to any Tax sharing agreement, deductionsindemnification agreement, assessments, fees, withholdings or similar chargescontract or arrangement, or otherwise. Purchaser shall prepare and file, or cause to be prepared and filed, all Returns of or which include any of the Acquired Entities, and shall pay and shall indemnify and hold Sellers and the Groups harmless from and against all liabilities Taxes or Other Taxes of any of the Acquired Entities for all taxable periods other than a Pre-Closing Period, except to the extent provided in the preceding sentence and in paragraph (ii) below. (ii) For purposes of the immediately preceding paragraph (i) and this paragraph (ii), if, for federal, state or local tax purposes, the taxable period of an Acquired Entity that includes the Effective Time does not terminate at the Effective Time (a "STRADDLE PERIOD"), the parties hereto will, to the extent permitted by applicable law, elect with the relevant Governmental Authority to treat a portion of any such Straddle Period as a short taxable period ending as of the Effective Time and such short taxable period shall be treated as a Pre-Closing Period for purposes of this Agreement. In any case where applicable law does not permit such an election to be made then, for purposes of this Agreement, Taxes with respect theretoto the Acquired Entities for the Straddle Period shall be allocated to the Pre-Closing Period using an interim closing-of-the-books method that complies with Treasury Regulations Section 1.1502-76(b)(2)(i) (assuming that such taxable period ended at the Effective Time) and treating such period as a Pre-Closing Period for purposes of this Agreement, but excludingexcept that (A) exemptions, allowances or deductions that are calculated on an annual basis (such as the deduction for depreciation) shall be apportioned on a per-diem basis, and (B) real property taxes shall be allocated in accordance with Section 164(d) of the Code. In the case of any Straddle Period described in the Administrative Agent preceding sentence, Purchaser shall provide Sellers and each Lender, taxes imposed their authorized representatives with copies of the completed Return for such period and a statement certifying the amount of Taxes shown on or measured by its net incomesuch Return that are chargeable to Sellers (the "TAX STATEMENT") at least 30 days prior to the due date for the filing of such Return (including any extension thereof), and franchise taxes imposed on it Sellers and their authorized representatives shall have the right to review such Return and Tax Statement prior to the filing of such Return. Sellers and Purchaser agree to consult and resolve in good faith any issues arising as a result of the review of such Return and Tax Statement by Sellers or their authorized representatives and to mutually consent to the filing of such Return. If the parties hereto are unable to resolve any dispute within ten business days prior to the due date for filing of the Return in question (in lieu of net income taxesincluding any extension thereof), by the jurisdiction parties shall jointly request the Selected Accounting Firm to resolve any issue in dispute as promptly as possible. If the Selected Accounting Firm is unable to make a determination with respect to any disputed issue prior to the due date (or any political subdivision thereofincluding extensions) under for the Laws filing of which the Administrative Agent or such LenderReturn in question, the Purchaser and the Acquired Entities, as the case may be, is organized or maintains its Lending Office may file such Return without the consent of Sellers, subject, however, to the obligation thereafter to file an amended Return reflecting the final decision of the Selected Accounting Firm (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred which decision shall be rendered prior to as “Taxes”the expiration of the period during which an amended Return may validly be filed with respect to the applicable taxable period). If Not later than five days before the Borrower shall be required by any Requirement of Law to deduct any Taxes from or in respect of any sum payable under any Credit Document to the Administrative Agent or any Lender, (i) the sum payable shall be increased as necessary so that after making all required deductions due date (including deductions applicable any extensions thereof) for payment of Taxes with respect to additional sums payable under this Section 3.13(a))such Return, the Administrative Agent or such Lender, as the case may be, receives Sellers shall pay to Purchaser an amount equal to the sum it would have received had no such deductions been made, Taxes shown on the Tax Statement as being chargeable to Sellers pursuant to this paragraph (ii) ). If Sellers have disputed such amount, appropriate adjustments shall be made to the Borrower shall make amount paid by Sellers in order to reflect the decision of the Selected Accounting Firm in immediately available funds not later than five days after such deductions, decision has been rendered. (iii) the Borrower shall pay the full amount deducted Purchaser consents to the relevant taxation authority Acquired Entities joining the consolidated Returns of the Columbia Affiliated Group for Tax periods ending at or other Governmental Authority in accordance with applicable Requirements of Law, and before the Effective Time. (iv) within 30 days after In no event shall the date of such payment, the Borrower shall furnish indemnities provided for in this Section 6.8 be subject to the Administrative Agent (which shall forward the same to such Lender, if applicable) the original or a certified copy provisions of a receipt evidencing payment thereof, to the extent such receipt is issued therefor, or other written proof Section 9.4 of payment thereof that is reasonably satisfactory to the Administrative Agentthis Agreement.

Payment of Taxes. Any and all payments by Lessee shall pay the Borrower to or for the account of the Administrative Agent or any Lender under any Credit Document shall be made free and clear of and without deduction for any and all present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, but excluding, in the case of the Administrative Agent and each Lender, taxes imposed on or measured by its net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which the Administrative Agent or such Lenderreal property tax, as the case may bedefined ---------------- in Paragraph 10.2, is organized or maintains its Lending Office (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”). If the Borrower shall be required by any Requirement of Law to deduct any Taxes from or in respect of any sum payable under any Credit Document applicable to the Administrative Agent or any Lender, (i) the sum payable shall be increased as necessary so that after making all required deductions Premises (including deductions applicable the Excess Land as defined in Section 47) during the term of this Lease; provided, however, that if -------- ------- at any time there exists any Released Land (as defined in-Section 47) Lessor shall pay to additional sums payable under this Section 3.13(a))Lessee from time to time, the Administrative Agent or such Lenderwithin thirty (30) days after being billed therefor by Lessee, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, of (iia) the Borrower shall make such deductions, (iii) product of any real property tax previously paid by Lessee for any period during the Borrower shall pay the full amount deducted term of this Lease attributable to the relevant taxation authority or other Governmental Authority ''Land" portion of the Premises, including the Excess Land, multiplied by a fraction, the numerator of which shall be the number of square feet of land in accordance with applicable Requirements the Released Land and the denominator of Lawwhich shall be the number of square feet of land in the Premises, including the Excess Land, and (ivb) within 30 days after the product of any real property tax previously paid by Lessee for any period during the term of this Lease attributable to the "Improvements" portion of the Premises, including the Excess Land, multiplied by a fraction, the numerator of which shall be the number of square feet of interior space in all buildings on the Released Land and the denominator of which shall be the number of square feet of interior space in all buildings on the Premises, including the Released Land, to the extent not previously paid by Lessor. All such payments shall be made prior to the due date of such payment. Promptly after payment thereof, the Borrower Lessee shall furnish to the Administrative Agent (which shall forward the same to such Lender, if applicable) the original or a certified copy Lessor with copies of a receipt evidencing payment thereofreceipted tax bills, to the extent received by Lessee, showing that such receipt is issued therefortaxes have been timely paid. In the event Lessor receives the real property tax xxxx directly, or other written proof Lessor shall make best efforts to notify Lessee of payment thereof that is reasonably satisfactory such obligation prior to a penalty attaching but in no event more than ten (10) days after receipt. If any such taxes paid by Lessee shall cover any period of time after the expiration of the term hereof, Lessee's share of such taxes shall be equitably prorated to cover only the period of time within the tax fiscal year during which this Lease shall be in effect, and Lessor shall reimburse Lessee to the Administrative Agentextent required. If Lessee shall fail to pay any such taxes, Lessor shall have the right to pay the same, in which case Lessee shall repay such amount to Lessor with Lessee's next rent installment together with interest at the lesser of (a) the maximum rate then allowable by law or (b) 1.0% above the interest rate announced as its "prime" rate by Sovran Bank, N.A. per annum, for the first thirty (30) days such taxes remain unpaid and 4.0% above the interest rate announced as its "prime" rate by Sovran Bank, N.A., per annum thereafter. Immediately upon the execution of this Lease, Lessee shall request of all relevant taxing authorities that duplicate tax bills be sent to Lessor at the address set forth by Lessor's signature.

Payment of Taxes. Any and all payments by the Borrower to hereunder or for the account of the Administrative Agent or any Lender under any Credit Document Note or other document evidencing any Obligations shall be made made, in accordance with Section 4.2, free and clear of and without deduction reduction for any and all present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessmentscharges, fees, withholdings or similar chargeswithholdings, and all stamp or documentary taxes, excise taxes, ad valorem taxes and other taxes imposed on the value of the Property, charges or levies which arise from the execution, delivery or registration, or from payment or performance under, or otherwise with respect to, any of the Loan Documents or the Revolving Credit Commitments and all other liabilities with respect thereto, but thereto excluding, in the case of the Administrative Agent and each Lender, taxes imposed on or measured by its net income, income or overall gross receipts and capital and franchise taxes imposed on it by (in lieu i) the United States, (ii) the Governmental Authority of net income taxes), by the jurisdiction (in which such Lender’s Applicable Lending Office is located or any political subdivision thereofthereof or (iii) under the Laws of Governmental Authority in which the Administrative Agent such Person is organized, managed and controlled or such Lender, as the case may be, is organized or maintains its Lending Office any political subdivision thereof (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, charges and withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”). If the Borrower shall be required by any Requirement of Law law to withhold or deduct any Taxes from or in respect of any sum payable hereunder or under any Credit Document such Note or document to the Administrative Agent or any Lender, (ix) the sum payable to such Lender shall be increased as may be necessary so that after making all required withholding or deductions (including withholding or deductions applicable to additional sums payable under this Section 3.13(a)), the Administrative Agent or 13.1) such Lender, as the case may be, Lender receives an amount equal to the sum it would have received had no such withholding or deductions been made, (iiy) the Borrower shall make such withholding or deductions, and (iiiz) the Borrower shall pay the full amount withheld or deducted to the relevant taxation authority or other Governmental Authority authority in accordance with applicable Requirements of Law, and (iv) within 30 days after the date of such payment, the Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender, if applicable) the original or a certified copy of a receipt evidencing payment thereof, to the extent such receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agentlaw.

Payment of Taxes. Any From and after the Rent Commencement Date, Tenant shall pay as Additional Rent all payments real estate taxes, assessments and charges levied by any governmental or quasi-governmental authority (including any municipal service districts, special taxing districts, community development districts) upon the Borrower to Premises and personal property taxes levied against Tenant's leasehold improvements and/or any other personal property of Tenant located at the Premises or for personal property of Landlord located at the account Premises and used (by Landlord or Tenant) in the operation, maintenance, repair and/or use of the Administrative Agent Premises, as same may be defined by Xxx County, Florida, together with all interest and penalties (imposed due to Tenant's fault) thereon, or upon or against any Lender under Base Rent or Additional Rent reserved or payable hereunder, or upon or against this Lease or the leasehold estate hereby created, or the gross receipts from the Premises, or the earnings arising from the use thereof, other than (i) franchise, capital stock or similar taxes, if any, of Landlord, or (ii) income, estate, excess profits or other similar taxes upon Landlord's receipts, and/or the receipts of any Credit Document of the persons who are members of Landlord, if any (unless the taxes referred to in clauses (i) and (ii) are in lieu of or a substitute for any other tax, assessment or charge upon, or with respect to the Premises which, if such other tax, assessment or charge were in effect, would be payable by Tenant, in which event such taxes shall be made free computed as though the Premises were the only property of Landlord and/or of each such member and clear the Base Rent payable hereunder the only income of Landlord and/or of each such member). Nothing above is intended to require that Landlord and/or any of the persons who are members of Landlord to submit any more documentation than is necessary to support the receipts from the Premises. Landlord shall request that the proper governmental authority send all tax assessment and without deduction for any and all present or future incomecharge bills to be paid by Tenant directly to the Tenant, stamp or other but, if Landlord receives such a xxxx, it shall forward same immediately to Tenant. Tenant shall pay said taxes, dutiesassessments and charges by no later than sixty (60) days prior to the date the same becomes due and payable. Tenant shall notify Landlord of such payment when made which notification shall include copies of the bills paid and evidence of payment, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, but excludingso as to afford Landlord the opportunity to verify the payment. Notwithstanding the foregoing, in the case of event Landlord's lender requires the Administrative Agent taxes payable by Tenant hereunder to be escrowed on a monthly basis, Tenant shall comply with such lender's procedures therefor (and each Lender, taxes imposed on or measured by its net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which the Administrative Agent or such Lender, as the case may be, is organized or maintains its Lending Office (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”). If the Borrower escrowed monthly payments shall be required by any Requirement of Law to deduct any Taxes from or in respect of any sum payable under any Credit Document to the Administrative Agent or any Lender, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.13(adeemed Additional Rent)), the Administrative Agent or such Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other Governmental Authority in accordance with applicable Requirements of Law, and (iv) within 30 days after the date of such payment, the Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender, if applicable) the original or a certified copy of a receipt evidencing payment thereof, to the extent such receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agent.

Payment of Taxes. Any and all payments by the Borrower to hereunder or for the account of the Administrative Agent or any Lender under any Credit Document Note or other document evidencing any Obligations shall be made made, in accordance with SECTION 3.02, free and clear of and without deduction reduction for any and all present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessmentscharges, feeswithholdings, withholdings or similar chargesduties, and all stamp, transaction or documentary taxes, excise taxes, ad valorem taxes and other taxes imposed on the value of the Property, charges or levies which arise from the execution, delivery or registration, or from payment or performance under, or otherwise with respect to, any of the Loan Documents or the Commitments and all other liabilities with respect theretothereto (including any related interest, but excludingpenalties, fines and expenses in the case connection with any of the Administrative Agent and each Lender, them) excluding taxes imposed on or measured by its net income, income or overall gross receipts and capital and franchise taxes imposed on it the Lender by (i) the United States, (ii) the Governmental Authority of any jurisdiction in lieu of net income taxes), by which the jurisdiction (Lender has an office or any political subdivision thereofthereof or (iii) under the Laws of Governmental Authority in which the Administrative Agent Lender is organized, managed and controlled or such Lender, as the case may be, is organized or maintains its Lending Office any political subdivision thereof (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, feescharges, withholdings or similar charges, and liabilities duties being hereinafter referred to as “"Taxes”"). If the Borrower shall be required by any Requirement of Law law to withhold or deduct any Taxes from or in respect of any sum payable hereunder or under any Credit Document such Note or document to the Administrative Agent or any Lender, Lender (ix) the sum payable to the Lender shall be increased as may be necessary so that after making all required withholding or deductions (including withholding or deductions applicable to additional sums payable under this Section 3.13(a)), SECTION 3.03) the Administrative Agent or such Lender, as the case may be, Lender receives an amount equal to the sum it would have received had no such withholding or deductions been made, (iiy) the Borrower shall make such withholding or deductions, and (iiiz) the Borrower shall pay the full amount withheld or deducted to the relevant taxation authority or other Governmental Authority authority in accordance with applicable Requirements of Law, and (iv) within 30 days after the date of such payment, the Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender, if applicable) the original or a certified copy of a receipt evidencing payment thereof, to the extent such receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agentlaw.

Payment of Taxes. Any and all payments by the Borrower to Borrowers hereunder, under the Notes or for the account of the Administrative Agent or any Lender under any Credit other Loan Document shall be made free and clear of and without deduction for any and all present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings charges or similar chargeswithholdings, and all liabilities with respect thereto, but excluding, in the case of the Administrative each Agent and each Lender, respectively, taxes imposed on or measured by its net income, capital, profits or gains and franchise taxes imposed on it it, in each case by (in lieu of net income taxesi) the United States except withholding taxes contemplated pursuant to Section 3.03(e)(ii)(C), by (ii) the Governmental Authority of the jurisdiction (or any political subdivision thereof) under the Laws of in which the Administrative Agent or such Lender's office is located or (iii) the Governmental Authority in which such Person is organized, as the managed, controlled or doing business, in each case may be, is organized or maintains its Lending Office including all political subdivisions thereof (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, feescharges, withholdings or similar charges, and liabilities being hereinafter referred to as “"Taxes”"). If the Borrower Borrowers shall be required by any Requirement of Law law to withhold or deduct any Taxes from or in respect of any sum payable hereunder, under the Notes or under any Credit other Loan Document to the Administrative Agent or any Lender, (ix) the such sum payable shall be increased as may be necessary so that after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section 3.13(a)), the Administrative Agent or 3.03) such Lender, as the case may be, Lender receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (iiy) the Borrower Borrowers shall make such withholdings or deductions, and (iiiz) the Borrower Borrowers shall pay the full amount withheld or deducted to the relevant taxation authority or other Governmental Authority authority in accordance with applicable Requirements of Law, and law. The Borrowers shall not be required to increase any such amounts payable to any Agent or any Lender with respect to any Taxes or Other Taxes (ivi) within 30 days after the date of such payment, the Borrower shall furnish to the Administrative Agent (which shall forward the same that are attributable to such Agent's or such Lender's failure to comply with the requirements of Section 3.03(e) (ii) that are United States withholding taxes imposed on amounts payable to such Agent or such Lender at the time such Agent or such Lender becomes a party to this Agreement, if applicable) the original or a certified copy of a receipt evidencing payment thereof, except to the extent that such receipt is issued thereforAgent's or such Lender's assignor (if any) was entitled, or other written proof at the time of payment thereof that is reasonably satisfactory assignment, to receive additional amounts from the Administrative AgentBorrowers with respect to such Tax pursuant to this paragraph.

Payment of Taxes. Any and all payments by the either Borrower to hereunder or for the account of the Administrative Agent or any Lender under any Credit Document Note or other document evidencing any Obligations shall be made made, in accordance with Section 3.02, free and clear of and without deduction reduction for any and all present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessmentscharges, fees, withholdings or similar chargeswithholdings, and all stamp or documentary taxes, excise taxes, ad valorem taxes and other taxes imposed on the value of the Property, charges or levies which arise from the execution, delivery or registration, or from payment or performance under, or otherwise with respect to, any of the Loan Documents or the Commitments and all other liabilities with respect thereto, but thereto excluding, in the case of the Administrative Agent each Lender, each Issuing Bank and each LenderAdministrative Agent, taxes imposed on or measured by its net income, capital, profits or gains and franchise taxes imposed on it by (in lieu of net income taxesi) the United States, except certain withholding taxes contemplated pursuant to Section 3.03(d)(ii)(C), by (ii) the Governmental Authority of the jurisdiction (in which such Lender's Applicable Lending Office is located or any political subdivision thereofthereof or (iii) under the Laws of Governmental Authority in which the Administrative Agent such Person is organized, managed and controlled or such Lender, as the case may be, is organized or maintains its Lending Office any political subdivision thereof (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, feescharges, withholdings or similar charges, and liabilities being hereinafter referred to as “"Taxes”"). If the either Borrower shall be required by any Requirement of Law law to withhold or deduct any Taxes from or in respect of any sum payable hereunder or under any Credit Document such Note or document to the Administrative Agent or any Lender, any Issuing Bank or any Administrative Agent, (ix) the sum payable to such Lender or such Administrative Agent shall be increased as may be necessary so that after making all required withholding or deductions (including withholding or deductions applicable to additional sums payable under this Section 3.13(a)), the Administrative Agent or 3.03) such Lender, such Issuing Bank or such Administrative Agent (as the case may be, ) receives an amount equal to the sum it would have received had no such withholding or deductions been made, (iiy) the such Borrower shall make such withholding or deductions, and (iiiz) the such Borrower shall pay the full amount withheld or deducted to the relevant taxation authority or other Governmental Authority authority in accordance with applicable Requirements of Law, and (iv) within 30 days after the date of such payment, the Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender, if applicable) the original or a certified copy of a receipt evidencing payment thereof, to the extent such receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agentlaw.

Payment of Taxes. (a) Any and all payments by the Borrower to or for Loan Parties hereunder and under the account of the Administrative Agent or any Lender under any Credit Document other Loan Documents shall be made free and clear of and without deduction for any and all present current or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, charges or withholdings or similar charges(unless required by law), and all liabilities with respect theretothereto (“Taxes”), but excludingexcluding any Taxes imposed on the overall net or gross income or capital of the Administrative Agent, in the case a Lender or any transferee or assignee of the Administrative Agent and each or any Lender, taxes imposed on or measured by its net incomeincluding a participation holder (any such person being called a “Payee”); Taxes that would not have arisen if all of the Payees had been resident in Canada for purposes of the ITA at all relevant times, and franchise taxes imposed on it (in lieu of net income taxes), a Payee that are imposed by the jurisdiction (under the laws of which the Payee is organized or in which the Payee has its principal office or lending office or any political subdivision thereofor taxing authority thereof or therein or in any other jurisdiction in which the Payee is otherwise doing business (or, if a treaty applies, a jurisdiction in which the Payee has a permanent establishment) other than any jurisdiction in which the Payee is treated as doing business (or, if a treaty applies, is treated as having a permanent establishment) solely as a result of having executed, delivered or performed its obligations or received a payment hereunder or exercised or enforced any rights hereunder or any other Loan Document, Taxes imposed under FATCA, Taxes imposed by virtue of the Luxembourg law dated December 23, 2005, as amended, introducing withholding tax on certain interest payments made to or for the benefit of Luxembourg resident individuals; and Taxes imposed as a result of the failure of a Payee to provide any form, certificate or any other documentation necessary to reduce or eliminate any withholding Taxes and Taxes arising under the Laws law of which the Administrative Agent or such Lender, as United Kingdom that would not have arisen had the case may be, Payee been a UK Treaty Lender but at the relevant time the Payee is organized or maintains its Lending Office not a UK Treaty Lender (all Taxes other than such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities Taxes being hereinafter referred to as “Indemnified Taxes”). If the Borrower shall Indemnified Taxes are required to be required by any Requirement of Law to deduct any Taxes deducted from or in respect of any sum payable under hereunder by or on behalf of any Credit Document Loan Party to the Administrative Agent or any LenderPayee, (iA) the sum payable shall be increased as by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.13(a)), 2.15) the Administrative Agent or such Lender, as the case may be, receives Payee shall receive an amount equal to the sum it would have received had no such deductions been made, (iiB) the Borrower shall make such deductions, deductions and (iiiC) the Borrower shall pay the full amount deducted to the relevant taxation taxing authority or other Governmental Authority in accordance with applicable Requirements law. (b) Borrower agrees to pay any current or future stamp, intangible or documentary Taxes or any other excise or property Taxes, charges or similar levies (including mortgage xlvii recording taxes and similar fees) that arise from any payment made hereunder or from the execution, delivery, enforcement or registration of, or otherwise with respect to, this Credit Agreement or any other Loan Document other than any Luxembourg registration duties (droit d’enregistrement) payable due to voluntary registration of Lawthis Credit Agreement or any other Loan Document when such registration is or was not required to maintain, or preserve or enforce the rights of a Lender under this Credit Agreement or any other Loan Document (hereinafter referred to as “Other Taxes”). (c) Borrower will indemnify a Payee for the full amount of Indemnified Taxes and Other Taxes (including any taxes on amounts payable under this Section 2.15) paid by such Payee, and any liability (ivincluding penalties, interest and reasonable expenses) arising therefrom or with respect thereto, whether or not the Indemnified Taxes or Other Taxes were correctly or legally asserted by the relevant taxing authority or other Governmental Authority; provided, that the Borrower shall not be liable to any Payee for the payment of the Indemnified Taxes or Other Taxes resulting from such Payee’s gross negligence, wilful misconduct, or fraud or from a Payee’s failure to fulfill its obligations hereunder. Such indemnification shall be made within 30 thirty (30) days after the date the Payee makes written demand therefor (which demand shall identify the nature and amount of Indemnified Taxes and Other Taxes for which indemnification is being sought). (d) Within thirty (30) days after the date of such payment, any payment of Indemnified Taxes or Other Taxes withheld by the Borrower shall in respect of any payment to a Payee, Borrower will furnish to the Administrative Agent (which shall forward Agent, at the same addresses referred to such Lenderin Section 11.01, if applicable) the original or a certified copy of a receipt evidencing payment thereof, to the extent such receipt is issued therefor, thereof or other written proof of payment thereof that is evidence reasonably satisfactory to the Administrative Agent. (e) If any Payee has received a refund of the Indemnified Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 2.15, it shall pay over such refund amount to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 2.15 with respect to Indemnified Taxes giving rise to such refund, and only to the extent that the Payee is satisfied that it may do so without prejudice to its right, as against the relevant Governmental Authority, to retain such refund), net of all out-of-pocket expenses of the Payee and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided, that the Borrower, upon the request of the Payee, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Payee if the Payee is required to repay such refund to such Governmental Authority. Nothing herein contained shall interfere with the right of a Payee to arrange its affairs in whatever manner it thinks fit and, in particular, the Payee shall not be under any obligation to claim relief for tax purposes on its corporate profits or otherwise, or to claim such relief in priority to any other claims, reliefs, credits or deductions available to it, or require the Payee to make available its tax returns (or any other information relating to its Indemnified Taxes which it deems confidential) to the Borrower or any other Person. (f) Each party’s obligations under this Section shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document. (g) The Administrative Agent and the Lenders agree that, should any Loan Party at any time be required to make, or is reasonably expected to be required to make, any indemnification payments pursuant to this Section 2.15, then Administrative Agent and the Lenders will use commercially reasonable efforts (subject to legal and regulatory restrictions), to reduce or eliminate the Tax obligations giving rise to such indemnification obligation, including, without limitation, by designating new lending xlviii offices or procuring a replacement Lender for the applicable Lender that has given rise to the indemnification obligation. (h) A UK Treaty Lender and any Guarantor which makes a payment which would otherwise be subject to UK Tax on interest and to which that UK Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for that Guarantor to obtain authorisation to make that payment without deduction in respect of UK Tax.

Payment of Taxes. Any At least twenty (20) days prior to delinquency, Sublessee shall pay any and all payments taxes, assessments or other charges (other than those charges assessed by reason of Sublessor's default under the Borrower Master Lease to the extent not caused by an Event of Default) (i) payable by Sublessor pursuant to the Master Lease, or for the account (ii) payable by Sublessor as owner of the Administrative Agent or any Lender under any Credit Document Premises if and when Sublessor acquires fee title to the same. Sublessor will advise Sublessee and provide Sublessee with copies of all notices, levies and assessments of taxes and other charges respecting the Premises after receiving notification from Lessor of the same. Sublessor shall be made free and clear of and without deduction use reasonable efforts to arrange for any and all present notices, levies and assessments of taxes and other charges to be sent directly to Sublessee. If any notices, levies and/or assessments of taxes and other charges are delivered directly to Sublessee or future incomethe Premises by any tax authority, stamp or other Sublessee shall notify Sublessor of the same and shall pay such taxes, dutiesassessments or charges directly to the taxing authority twenty (20) days prior to delinquency and provide Sublessor with written evidence of such payment at least twenty (20) days prior to delinquency. If any notices, levieslevies and/or assessments of taxes and other charges are delivered to Sublessee by either Lessor or Sublessor, impostsSublessee shall pay such taxes, deductions, assessments, fees, withholdings assessments or similar charges, and all liabilities with respect thereto, but excluding, in the case of the Administrative Agent and each Lender, taxes imposed on charges to Lessor or measured by its net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which the Administrative Agent or such LenderSublessor, as the case may be, at least twenty (20) days prior to delinquency. To the extent permitted by the Master Lease or if Lessor otherwise consents thereto, Sublessee's payment of taxes and assessments may, at Sublessee's election, be paid in installments as may be permitted by law or the taxing authority. Pursuant to Paragraph 3(b) of the Master Lease, Sublessor has the right to contest in the name of Lessor, or in its own name, any tax, levy or assessment which Sublessor is organized required to pay thereunder, in whole or maintains its Lending Office (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”)in part. If Sublessee wishes to contest the Borrower shall be required by any Requirement of Law to deduct any Taxes from or in respect payment of any sum payable under any Credit Document tax, levy or assessment, then Sublessee shall have the right to the Administrative Agent or any Lender, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.13(a)), the Administrative Agent or such Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other Governmental Authority in accordance with applicable Requirements of Law, and (iv) within 30 days after the date of such payment, the Borrower shall furnish to the Administrative Agent (which shall forward contest the same to such Lender, if applicable) in the original or a certified copy name of a receipt evidencing payment thereof, Lessor (to the extent such receipt is issued thereforpermitted by the Master Lease), in the name of Sublessor, or other written proof in its own name. Sublessor shall execute all documents necessary or appropriate to effectuate the contest and will use reasonable efforts to cause Lessor to do the same. Any steps, actions or proceedings instituted by Sublessee shall be at the expense of payment thereof that is reasonably satisfactory to Sublessee. Sublessee shall indemnify and hold Sublessor harmless from and against all loss, cost, liability, claims, damages and expenses (including without limitation reasonable attorneys' fees), penalties and fines incurred in connection with or arising from the Administrative Agenttaking of any such action by Sublessee.

Payment of Taxes. Any and all payments by the Borrower to hereunder or for the account of the Administrative Agent or any Lender under any Credit Document Note or other document evidencing any Obligations shall be made made, in accordance with Section 4.02, free and clear of and without deduction with-out reduction for any and all present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessmentscharges, fees, withholdings or similar chargeswithhold-ings, and all stamp or docu-mentary taxes, excise taxes, ad valorem taxes and other taxes imposed on the value of the Property, charges or levies which arise from the execution, delivery or registration, or from payment or performance under, or other-wise with respect to, any of the Loan Documents or the Revolving Credit Commit-ments and all other liabilities with respect thereto, but thereto excluding, in the case of the Administrative Agent and each Lender, each Issuing Bank and the Collateral Agent, taxes imposed on or measured by its net income, income or overall gross receipts and capital and franchise taxes imposed on it by (i) the United States, (ii) the Governmental Authority of the juris-diction in lieu of net income taxes), by the jurisdiction (which such Lender's Applicable Lending Office is located or any political subdivision thereofthereof or (iii) under the Laws of Governmental Authority in which the Administrative Agent such Person is organ-ized, managed and controlled or such Lender, as the case may be, is organized or maintains its Lending Office any political subdivision thereof (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductionsdeduc-tions, assessments, fees, charges and withholdings or similar charges, and liabilities being hereinafter referred to as “"Taxes”"). If the Borrower shall be required by any Requirement of Law law to withhold or deduct any Taxes from or in respect of any sum payable hereunder or under any Credit Document such Note or document to the Administrative Agent or any Lender, any Issuing Bank or the Collateral Agent, (ix) the sum payable to such Lender, Issuing Bank, or the Collateral Agent shall be increased as may be necessary so that after making all required withholding or deductions (including withholding or deductions applicable to additional sums payable under this Section 3.13(a)), the Administrative Agent or 14.01) such Lender, such Issuing Bank or the Collateral Agent (as the case may be, ) receives an amount equal to the sum it would have received had no such withholding or deductions been made, (iiy) the such Borrower shall make such deductionswithholding or deduc-tions, and (iiiz) the such Borrower shall pay the full amount withheld or deducted to the relevant taxation authority or other Governmental Authority authority in accordance with applicable Requirements of Law, and (iv) within 30 days after the date of such payment, the Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender, if applicable) the original or a certified copy of a receipt evidencing payment thereof, to the extent such receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agentappli-cable law.

Payment of Taxes. Any Except as set forth below, any and all payments by a Credit Party hereunder, under the Borrower to Notes or for the account of the Administrative Agent or any Lender under any Credit other Loan Document shall be made free and clear of and without deduction for any and all present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, but excluding, in the case of the Administrative Agent and each Lender, taxes imposed on or measured by its net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which the Administrative Agent or such Lender, as the case may be, is organized or maintains its Lending Office (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Indemnified Taxes”). If the Borrower a Credit Party shall be required by any Requirement of Law law to withhold or deduct any Indemnified Taxes from or in respect of any sum payable hereunder, under the Notes or under any Credit other Loan Document to the Administrative Agent any Lender or any LenderAgent, (iA) the such sum payable shall be increased as necessary by an additional amount so that after making all such required withholdings or deductions (including such withholdings or deductions applicable to additional sums amounts payable under this Section 3.13(a2.05(a)), the Administrative such Lender or Agent or such Lender, as the case may be, receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (iiB) the Borrower such Credit Party shall make such withholdings or deductions, and (iiiC) the Borrower such Credit Party shall pay the full amount withheld or deducted to the relevant taxation authority or other Governmental Authority authority in accordance with applicable Requirements of Applicable Law. Notwithstanding the foregoing, and (iv) within 30 days after the date of a Credit Party shall not be required to pay any such payment, the Borrower shall furnish additional amounts to the Administrative any Agent (which shall forward the same or any Lender with respect to such Lender, if applicable) the original any Indemnified Taxes or a certified copy of a receipt evidencing payment thereof, Other Taxes to the extent such receipt is issued thereforIndemnified Taxes or Other Taxes (1) are attributable to such Agent’s or Lender’s failure to comply with the requirements of Sections 2.05(e) or (f) or (2) in the case of a Lender that becomes a Lender pursuant to Section 3.05(b), or other written proof of payment thereof that is reasonably satisfactory are United States federal withholding taxes imposed on amounts payable to such Lender at the time such Lender becomes a party to this Agreement, except to the Administrative Agentextent that such Lender’s assignor was entitled, at the time of assignment, to receive additional amounts from a Credit Party with respect to such Indemnified Taxes or Other Taxes pursuant to this paragraph. In no case shall an Eligible Assignee or purchaser of a Participation be entitled to indemnity for Taxes exceeding such indemnity as to which the assignor or seller would have been entitled under this section for Taxes in the absence of such assignment or sale of a Participation (as the case may be).

Payment of Taxes. Any and all (a) All payments made by the Borrower to or for the account of the Administrative Agent or any Lender Seller Party under any Credit Document this Agreement shall be made free and clear of of, and without deduction or withholding for or on account of, any and all present or future income, stamp or other taxes, duties, levies, imposts, duties, deductions, charges, assessments, fees, fees or withholdings or similar charges(including backup withholdings), and all liabilities (including penalties, interest and additions to tax) with respect theretothereto imposed by any Governmental Authority (collectively, “Taxes”), but excludingexcluding income taxes (however denominated), in the case of the Administrative Agent and each Lender, branch profits taxes imposed on or measured by its net income, and franchise taxes imposed on it (in lieu of net income taxes), by the United States, a state or a foreign jurisdiction (under the laws of which Buyer is organized or of its applicable lending office, or any political subdivision thereof) under the Laws of which the Administrative Agent or thereof (such Lenderexclusions from Taxes, as the case may be, is organized or maintains its Lending Office (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Excluded Taxes”), all of which shall be paid by any Seller Party for its own account not later than the date when due. If the Borrower shall be any Seller Party is required by any Requirement of Law law or regulation to deduct or withhold any Taxes from or in respect of any sum amount payable under any Credit Document to the Administrative Agent or any Lenderhereunder, it shall: (i) make such deduction or withholding; (ii) pay the sum payable shall amount so deducted or withheld to the appropriate Governmental Authority not later than the date when due; (iii) deliver to Buyer, promptly, original tax receipts and other evidence satisfactory to Buyer of the payment when due of the full amount of such Taxes; and (iv) pay to Buyer such additional amounts as may be increased as necessary so that after making such Buyer receives, free and clear of all required deductions Indemnified Taxes (including deductions applicable to additional sums payable under this Section 3.13(a)as defined below), the Administrative Agent or such Lender, as the case may be, receives an a net amount equal to the sum amount it would have received had under this Agreement, as if no such deductions deduction or withholding had been made. In addition, (ii) the Borrower shall make such deductions, (iii) the Borrower shall each Seller Party agrees to timely pay the full amount deducted to the relevant taxation authority or other Governmental Authority in accordance with applicable Requirements law any current or future stamp, court or documentary taxes, intangible, filing, excise, property or similar Taxes (including, without limitation, mortgage recording taxes, transfer taxes and similar fees) imposed by any Governmental Authority that arise from any payment made hereunder or from the execution, delivery, performance or registration of, from the receipt or perfection of Lawa security interest under, and or otherwise with respect to, this Agreement (iv“Other Taxes”). Taxes other than Excluded Taxes shall be referred to in this Agreement as “Indemnified Taxes”. (b) Seller Parties shall, within 30 [***] days after demand therefor, indemnify and hold Buyer harmless from and against the full amount of any and all Indemnified Taxes (including any Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) and Other Taxes arising with respect to the Purchased Assets, the Principal Agreements and other documents related thereto and fully indemnify and hold Buyer harmless from and against any and all liabilities or expenses with respect to or resulting from any delay or omission to pay such Taxes, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or assessed by the relevant Governmental Authority. Buyer shall provide to Seller Parties a certificate as to the amount of any payment or liability of Buyer with respect to such Indemnified Taxes or Other Taxes, which shall be conclusive absent manifest error. (c) Any Buyer that is not incorporated under the laws of the United States, any State thereof, or the District of Columbia (a “Foreign Buyer”) and that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under this LEGAL02/40464938v16 Agreement shall provide Seller Parties with properly completed United States Internal Revenue Service (“IRS”) Form W-8BEN, W-8BEN-E, W-8IMY or W-8ECI or any successor form prescribed by the IRS, certifying that such Foreign Buyer is entitled to benefits under an income tax treaty to which the United States is a party which reduces or eliminates the rate of withholding Tax on payments of interest or certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United States on or prior to the date upon which each such Foreign Buyer becomes a Buyer. If an IRS form previously delivered expires or becomes obsolete or inaccurate in any respect, each Foreign Buyer will update such form or promptly notify Seller Parties of its legal inability to do so. For any period with respect to which a Foreign Buyer has failed to provide Seller Parties with the appropriate IRS forms prescribed by this Section 12.3(c) (unless such paymentfailure is due to a change in treaty, the Borrower shall furnish law, or regulation occurring subsequent to the Administrative Agent date on which such form originally was required to be provided), such Foreign Buyer shall not be entitled to any “gross-up” of Indemnified Taxes or indemnification under Section 12.3(b) with respect to Taxes imposed by the United States; provided, however, that should a Foreign Buyer, which is otherwise exempt from a withholding tax, become subject to Taxes because of its failure to deliver an IRS form required hereunder, Seller Parties shall take such steps as such Foreign Buyer shall reasonably request to assist such Foreign Buyer to recover such Taxes. (which d) Nothing contained in this Section 12.3 shall forward the same require Buyer to such Lender, if applicable) the original or a certified copy make available any of a receipt evidencing payment thereof, to the extent such receipt is issued therefor, its tax returns or other written proof of payment thereof information that is reasonably satisfactory it deems to the Administrative Agentbe confidential or proprietary.

Payment of Taxes. Any and all payments by the any Borrower to hereunder or for the account of the Administrative Agent or any Lender under any Credit Document Note or other document evidencing any Obligations shall be made free and clear of and without deduction reduction for any and all present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessmentscharges, fees, withholdings or similar chargeswithholdings, and all stamp or documentary taxes, excise taxes, ad valorem taxes and other taxes imposed on the value of the Property of the Company and its Subsidiaries, charges or levies which arise from the execution, delivery or registration, or from payment or performance under, or otherwise with respect to, any of the Loan Documents or the Revolving Credit Commitments and all other liabilities with respect thereto, but thereto excluding, in the case of each Lender, each Issuing Bank, each Co-Agent and the Administrative Agent and each LenderAgent, taxes imposed on or measured by its net income, capital, profits or gains and franchise taxes imposed on it by (in lieu of net income taxesi) the United States, except certain withholding taxes contemplated pursuant to Section 3.03(d)(ii)(C), by (ii) the Governmental Authority of the jurisdiction (in which such Lender's Applicable Lending Office is located or any political subdivision thereofthereof or (iii) under the Laws Governmental Authority of the jurisdiction in which the Administrative Agent such Person is organized, managed and controlled or such Lender, as the case may be, is organized or maintains its Lending Office any political subdivision thereof (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, feescharges, withholdings or similar charges, and liabilities being hereinafter referred to as “"Taxes”"). If the any Borrower shall be required by any Requirement of Law law to withhold or deduct any Taxes from or in respect of any sum payable hereunder or under any Credit Document such Note or document to the Administrative Agent or any Lender, any Issuing Bank, any Co-Agent or the Administrative Agent, (ix) the sum payable to such Lender, such Issuing Bank, such Co-Agent or the Administrative Agent shall be increased as may be necessary so that after making all required withholding or deductions of Taxes (including withholding or deductions of Taxes applicable to additional sums payable under this Section 3.13(a))3.03 of Taxes) such Lender, such Issuing Bank, such Co-Agent or the Administrative Agent or such Lender, (as the case may be, ) receives an amount equal to the sum it would have received had no such withholding or deductions of Taxes been made, (iiy) the such Borrower shall make such withholding or deductions, and (iiiz) the such Borrower shall pay the full amount withheld or deducted to the relevant taxation authority or other Governmental Authority authority in accordance with applicable Requirements of Law, and (iv) within 30 days after the date of such payment, the Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender, if applicable) the original or a certified copy of a receipt evidencing payment thereof, to the extent such receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agentlaw.

Payment of Taxes. Any and all (a) All payments made by the Borrower to or for the on account of the Administrative Agent any obligation of Guarantor or Seller under this Agreement or any Lender under any Credit Document other Principal Agreement shall be made free and clear of of, and without deduction or withholding for or on account of, any and all present or future income, stamp or other taxes, duties, levies, imposts, duties, deductions, charges, assessments, fees, fees or withholdings or similar charges(including backup withholdings), and all liabilities (including penalties, interest and additions to tax) with respect theretothereto imposed by any Governmental Authority (collectively, but excluding, in the case of the Administrative Agent and each Lender, taxes imposed on or measured by its net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which the Administrative Agent or such Lender, as the case may be, is organized or maintains its Lending Office (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”), except as required by applicable law. If the Borrower shall be Guarantor or Seller is required by any Requirement of Law law or regulation to deduct or withhold any Taxes from or in respect of any sum amount payable under any Credit Document to the Administrative Agent or any Lenderhereunder, it shall: (i) make such deduction or withholding; (ii) pay the sum payable shall amount so deducted or withheld to the appropriate Governmental Authority not later than the date when due; (iii) deliver to Buyer, promptly, original tax receipts and other evidence satisfactory to Buyer of the payment when due of the full amount of such Taxes; and (iv) if such Tax is an Indemnified Tax (as defined below), pay to Buyer such additional amounts as may be increased as necessary so that after making Buyer receives, free and clear of all required deductions such Indemnified Taxes (including such deductions and withholdings applicable to additional sums payable under this Section 3.13(a)Section), the Administrative Agent or such Lender, as the case may be, receives an a net amount equal to the sum amount it would have received had under this Agreement, as if no such deductions deduction or withholding had been made. In addition, (ii) the Borrower shall make such deductions, (iii) the Borrower shall Guarantor and Seller agree to timely pay the full amount deducted to the relevant taxation authority or other Governmental Authority in accordance with applicable Requirements law any current or future stamp, court or documentary taxes, intangible, filing or similar Taxes (including, without limitation, mortgage recording taxes, transfer taxes and similar fees) imposed by any Governmental Authority that arise from any payment made hereunder or from the execution, delivery, performance or registration of, from the receipt or perfection of Lawa security interest under, or otherwise with respect to, this Agreement except any such Taxes imposed on Buyer with respect to an assignment, other than an assignment made at the request of Seller or Guarantor, by a jurisdiction (or political subdivision thereof) having a present or former connection with Buyer (other than any connection arising from executing, delivering, being party to, engaging in any transaction pursuant to, performing its obligations under or enforcing this Agreement) (“Other Taxes”). Other Taxes and Taxes (ivother than Excluded Taxes) imposed on or with respect to any payment made by or on account of any obligation of Guarantor or Seller under this Agreement shall be referred to in this Agreement as “Indemnified Taxes.” (b) Seller and Guarantor shall within 30 thirty (30) calendar days after demand therefor, indemnify Buyer for the date full amount of any and all Indemnified Taxes (including any Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 12.3) arising with respect to the Purchased Assets, the Principal Agreements and other documents related thereto and fully indemnify and hold Buyer harmless from and against any and all liabilities or reasonable expenses with respect to or resulting from any delay or omission to pay such Taxes, whether or not such Indemnified Taxes were correctly or legally imposed or assessed by the relevant Governmental Authority provided that if Buyer fails to give notice to Seller and Guarantor of the imposition of any Indemnified Taxes within 120 days following Buyer’s receipt of actual written notice of the imposition of such paymentTaxes, the Borrower shall furnish there will be no obligation for Seller and Guarantor to pay interest or penalties attributable to the Administrative Agent period beginning after such 120th day and ending seven (which shall forward 7) days after Seller or Guarantor receives notice from Buyer. A certificate as to the same amount of any payment or liability of Buyer with respect to such LenderIndemnified Taxes delivered to Seller by Buyer shall be conclusive absent manifest error. As soon as practicable after any payment of Taxes by Seller or Guarantor to a Governmental Authority pursuant to this Section 12.3, if applicable) Seller or Guarantor shall deliver to Buyer the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Buyer, and provided further that in no event shall Buyer be required to complete, execute or submit to Seller any of the documentation listed in Section 12.3(d) if there is a change in United States law prohibiting provision of any such documentation which occurs subsequent to the date on which applicable documentation listed under Section 12.3(d) was previously provided by Buyer to Seller in accordance with the requirements of Section 12.3(d). (c) If Buyer is entitled to an exemption or reduction of withholding Tax with respect to payments made under this Agreement, Buyer shall deliver to Seller and Guarantor, as applicable, at the time or times reasonably requested by Seller or Guarantor, such properly completed and executed documentation reasonably requested by Seller as will permit such payments to be made without withholding or at a reduced rate of withholding; provided that the completion, execution and submission of such documentation (other than the documentation listed in Section 12.3(d)) shall not be required if in Buyer’s reasonable judgment such completion, execution or submission would subject Buyer to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of Buyer. (d) Without limiting the generality of Section 12.3(c), if Buyer is (i) not incorporated under the laws of the United States, any State thereof, or the District of Columbia or (ii) not otherwise treated as a “United States person” within the meaning of Section 7701(a)(30) of the Code (a “Foreign Buyer”) and is entitled to an exemption from or reduction of U.S. federal withholding Taxes with respect to payments made under this Agreement, Buyer shall provide Seller with an original, properly completed and duly executed United States Internal Revenue Service (“IRS”) Form W-8BEN, W-8BEN-E, W-8IMY or W-8ECI or any successor form prescribed by the IRS, together with any necessary attachments, (i) certifying that such Foreign Buyer is entitled to benefits under an income tax treaty to which the United States is a party which reduces or eliminates the rate of withholding tax on payments of interest or setting forth a basis to claim the benefits of the exemptions from U.S. withholding taxes for portfolio interest under Section 881(c) of the Code or (ii) certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United States on or prior to the date upon which each such Foreign Buyer becomes a Buyer. If an IRS form previously delivered expires or becomes obsolete or inaccurate in any respect, each Foreign Buyer will update such form or promptly notify Seller of its legal inability to do so. Should a Foreign Buyer, which is otherwise exempt from a withholding tax, become subject to Taxes because of its failure to deliver an IRS form required hereunder, Seller shall, at no cost or expense to Seller, take such steps as such Foreign Buyer shall reasonably request to assist such Foreign Buyer to recover such Taxes. Upon the execution of this Agreement or otherwise becoming a Buyer, each Buyer that is a “United States person” within the meaning of Section 7701(a)(30) of the Code shall deliver to Seller an original, properly completed and duly executed IRS Form W-9 or such other documentation or information prescribed by applicable laws or reasonably requested by Seller as will enable Seller to determine whether or not such Buyer is subject to backup withholding or information reporting requirements. (e) Nothing contained in this Section 12.3 shall require Buyer to make available any of its Tax returns or other information that it deems to be confidential or proprietary or otherwise subject Buyer to any material unreimbursed cost or expense or materially prejudice the legal or commercial position of Buyer, except for such IRS forms Buyer is required to deliver to Seller under Section 12.3(d). (f) If a payment made to Buyer under this Agreement would be subject to U.S. federal withholding tax imposed under FATCA if such Buyer were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Buyer shall deliver to Seller at the time or times prescribed by law and at such time or times reasonably requested by Seller such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Seller as may be necessary for Seller to comply with its obligations under FATCA or to determine the amount to deduct and withhold from such payment. For purposes of this clause, “FATCA” shall include any amendments made to FATCA after the date of this Agreement. (g) If Buyer determines, in its discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 12.3 (which amounts shall include the payment of additional amounts pursuant to this section), it shall pay to Seller an amount equal to such refund (but only to the extent of indemnity payments made under this section with respect to the Taxes giving rise to such receipt refund), net of all out-of-pocket expenses (including Taxes) of Buyer and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Seller, upon the request of Buyer, shall repay to Buyer the amount paid over pursuant to this Section 12.3(g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that Buyer is issued thereforrequired to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 12.3(g), in no event will Buyer be required to pay any amount to Seller pursuant to this Section 12.3(g) the payment of which would place Buyer in a less favorable net after-Tax position than Buyer would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments had never been paid. (h) Buyer shall indemnify Seller, within ten (10) days after demand therefore, for any Taxes attributable to Buyer’s failure to comply with the provisions of Section 14.7 relating to the maintenance of a Participant Register. (i) Each party’s obligations under this Section 12.3 shall survive any assignment of rights by, or other written proof the replacement of, Buyer, and the repayment, satisfaction or discharge of payment thereof that is reasonably satisfactory to the Administrative Agentall obligations under any Principal Agreement.

Payment of Taxes. Any and all payments by In the Borrower to or for --------------------------- ---------------- event that the account of the Administrative Agent or any Lender under any Credit Document shall be made free and clear of and without deduction for any and all present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, but excluding, in the case of the Administrative Agent and each Lender, taxes imposed on or measured by its net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which the Administrative Agent or such Lender, as the case may be, is organized or maintains its Lending Office (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”). If the Borrower Lessee shall be required by applicable law to make any Requirement of Law withholding with respect to deduct any Taxes from or in respect any payment of any sum payable under any Credit Document Rent pursuant to the Administrative Agent or any LenderLease, (ix) the sum payable Lessee shall be increased as necessary pay such additional amounts so that after making all such - required deductions (including deductions applicable to additional sums payable under this Section 3.13(a)), withholdings the Administrative Agent or such Lender, as the case may be, Tax Indemnitee receives an amount equal to the sum Rent it would have received had no such deductions withholding not been maderequired, (iiy) the Borrower Lessee shall - make such deductions, withholding and (iiiz) the Borrower Lessee shall pay the full amount deducted withheld to - the relevant taxation taxing authority or other Governmental Authority in accordance with applicable Requirements law. If, for any reason, the Lessee is required to make any payment to a taxing authority or to any Tax Indemnitee as a result of Lawthe application of the preceding sentence or otherwise that relates to or is a result of any Tax imposed on or with respect to any Tax Indemnitee which Tax (in whole or in part) is not the responsibility of the Lessee under the terms of this Section 12.2, then the Tax Indemnitee in respect of whom such Tax is an excluded Tax hereunder shall, within thirty (30) days after receipt of notice of payment of the Tax and appropriate payment documentation with respect thereto, pay to the Lessee an amount which equals the amount paid by the Lessee with respect to or as a result of such Tax that is not the responsibility of the Lessee (including any expenses or other charges borne by the Lessee) increased by (but subject to the proviso in Section 12.2(f)) the amount of net tax savings to such Tax Indemnitee attributable to the making of such payment to the Lessee after taking into account any income recognized by the Tax Indemnitee attributable to the payment of the Tax by the Lessee. Each Tax Indemnitee also agrees (subject to the proviso in Section 12.2(f)) to reimburse the Lessee for any amounts withheld for which such Tax Indemnitee obtains a credit or refund, within thirty (30) days after receipt of such credit or refund. Except as provided in Section 12.2(b), the Lessee agrees to pay, and to indemnify, protect, defend, save and keep harmless each Tax Indemnitee, on an After-Tax Basis, whether or not any or all of the transactions contemplated hereby are consummated in whole or in part, from and against any and all Taxes upon or with respect to (i) the Facility Assets, the Refinery or any portion - thereof or interest therein; (ii) the acquisition, purchase, sale, financing, -- leasing, subleasing, sub-subleasing and sub-sub-subleasing, ownership, maintenance, repair, redelivery, alteration, insuring, control, use, operation, manufacture, assembly, delivery, possession, repossession, location, storage, importation, exportation, refinancing, refunding, transfer of title, registration, reregistration, transfer of registration, return or other disposition of all or any part of the Facility Assets or the Refinery or any interest therein; (iii) the rental payments (including, without limitation, all --- Basic Rent and Supplemental Rent), receipts or earnings arising from the Facility Assets or any portion thereof or interest therein, or payable pursuant to the Lease, or any other payment or right to receive payment pursuant to the Operative Documents (including, without limitation, any payment of principal, interest, discount or premium on or with respect to the Secured Notes); (iv) within 30 days after any -- Modification or replacement, removal, substitution or repair of a Component or Replacement Component; (v) the date Operative Documents and any other documents - contemplated thereby and amendments and supplements thereto, or the issuance, refunding or refinancing of such paymentthe Secured Notes or the Pass Through Certificates or any other document executed and delivered in connection with the consummation of the transactions contemplated by the Operative Documents or the interest of any Tax Indemnitee in any of the foregoing, or the Borrower shall furnish execution, amendment, issuance or delivery of any of the foregoing; (vi) the Indenture Estate or Trust -- Estate or the property, or the income or other proceeds received with respect to the Administrative Agent property, held by the Indenture Trustee under the Indenture or the Owner Trustee under the Trust Agreement or (which shall forward the same to such Lendervii) otherwise arising out of, if applicable) the original or a certified copy of a receipt evidencing payment thereof, to the extent such receipt is issued thereforwith --- respect to, or other written proof of payment thereof that is reasonably satisfactory to in connection with the Administrative Agenttransactions contemplated by the Operative Documents.

Payment of Taxes. Any 10.1. The taxes levied on the Issue and all payments Debentures shall be fully paid by the Borrower Issuer, including, without limitation, all taxation costs (including those withheld) levied on any payments due to or for the account Securitization Company, as the holder of the Administrative Agent Debentures as a result hereof. In this sense, said payments must be increased by current and future amounts corresponding to any taxes that are levied on them, will be levied on them or any Lender under any Credit Document shall are understood to be made free and clear due. Likewise, if, by virtue of and without deduction for any and all present a rule or future incomedetermination of authority, stamp or other taxesthe Issuer, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, but excluding, in as the case holder of the Administrative Agent and each Lender, taxes imposed on or measured by its net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which the Administrative Agent or such LenderDebentures, as the case may be, has to withhold or deduct, from any payments made exclusively within the scope of the Debentures, any taxes and/or fees, the Issuer shall add to such payments additional amounts so that the Securitization Company, as holder of the Debentures, receives the same amounts that would be received thereby if no retention or deduction were made. To this end, the Issuer hereby recognizes that the obligation established herein is organized or maintains its Lending Office (pecuniary, and declares that any and all such amounts that may be presented against it are clear and legal, by the Securitization Company, as holder of the Debentures, pertinent to these taxes and, under the terms hereof, which must be settled by the Issuer upon presentation by the Securitization Company. 10.2. The Issuer shall not be liable for the payment of any taxes that may be levied on the payment of income by the Securitization Company to the CRA Holders and/or that otherwise affect the CRA Holders due to their investment in the CRA. However, it is hereby agreed between the Parties that if any taxes are levied on the CRA Holders as a result of the non-excluded present or future incomeallocation of the funds arising from the Debentures, stamp or other taxesas provided for in Clause 3.4 above, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”). If the Borrower shall be required by any Requirement of Law to deduct any Taxes from or in respect of any sum payable under any Credit Document subject to the Administrative Agent or any Lender, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.13(a))legislation, the Administrative Agent or such Lender, as Issuer will be responsible for the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other Governmental Authority in accordance with applicable Requirements of Law, and (iv) within 30 days after the date payment of such payment, the Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender, if applicable) the original or a certified copy of a receipt evidencing payment thereof, to the extent such receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agenttaxes.

Payment of Taxes. Any All material Tax returns and all payments reports of Parent and its Restricted Subsidiaries and Unrestricted Subsidiaries required to be filed by the Borrower any of them have been timely filed or caused to or for the account of the Administrative Agent or any Lender under any Credit Document shall be made free and clear of and without deduction for any and all present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar chargestimely filed, and all liabilities material Taxes shown on such Tax returns to be due and payable and all other material Taxes upon Parent and its Restricted Subsidiaries and Unrestricted Subsidiaries and upon their respective properties, assets, income, businesses and franchises which are due and payable have been paid or caused to be duly and timely paid when due and payable, other than any Tax (and returns in respect of any Tax) being contested in good faith by appropriate proceedings timely instituted and diligently conducted, so long as (a) reserves or other appropriate provisions, as shall be required in conformity with respect theretoGAAP shall have been made therefor, but excluding, and in the case of any Tax or claim that has or may become a Lien against any material Collateral, such contest proceedings operate to stay the Administrative Agent and each Lendersale of any portion of the Collateral to satisfy such Tax or claim or (b) the failure to so pay would not reasonably be expected, taxes imposed on individually or measured by its net incomein the aggregate, and franchise taxes imposed on it (in lieu to constitute a Material Adverse Effect. As of net income taxes)the Closing Date, by the jurisdiction (Parent knows of no written proposed material Tax assessment against Parent or any political subdivision thereof) under of its Restricted Subsidiaries that is not being actively contested by Parent, the Laws of which the Administrative Agent Borrowers or such LenderRestricted Subsidiary in good faith and by appropriate proceedings; provided, such reserves or other appropriate provisions, if any, as the case may be, is organized or maintains its Lending Office (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”). If the Borrower shall be required by any Requirement of Law to deduct any Taxes from in conformity with GAAP shall have been made or in respect of any sum payable under any Credit Document to the Administrative Agent or any Lender, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.13(a)), the Administrative Agent or such Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other Governmental Authority in accordance with applicable Requirements of Law, and (iv) within 30 days after the date of such payment, the Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender, if applicable) the original or a certified copy of a receipt evidencing payment thereof, to the extent such receipt is issued provided therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agent.

Payment of Taxes. Any and The Company will pay all payments by documentary stamp taxes attributable to the Borrower to or for initial issuance of Warrant Shares upon the account exercise of Warrants; provided, -------- however, that the Administrative Agent or any Lender under any Credit Document Company shall be made free and clear of and without deduction for any and all present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, but excluding, in the case of the Administrative Agent and each Lender, taxes imposed on or measured by its net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which the Administrative Agent or such Lender, as the case may be, is organized or maintains its Lending Office (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”). If the Borrower shall not be required by to pay any Requirement of Law to deduct any Taxes from tax or taxes which ------- may be payable in respect of any sum payable under transfer involved in the issue of any Credit Document Warrants or any certificates for Warrant Shares in a name other than that of the registered holder of a Warrant surrendered upon the exercise of a Warrant, and the Company shall not be required to issue or deliver such Warrant unless or until the person or persons requesting the issuance thereof shall have paid to the Administrative Agent Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. Mutilated or Missing Warrants. ----------------------------- In case any Lender, (i) of the sum payable Warrant shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.13(a))mutilated, lost, stolen or destroyed, the Administrative Agent or such LenderCompany may in its discretion issue, as in exchange and substitution for and upon cancellation of the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other Governmental Authority in accordance with applicable Requirements of Law, and (iv) within 30 days after the date of such payment, the Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender, if applicable) the original or a certified copy of a receipt evidencing payment thereof, to the extent such receipt is issued thereformutilated Warrant, or other written proof in lieu of payment thereof that is reasonably and substitution for the Warrant lost, stolen or destroyed, a new Warrant of like tenor and representing an equivalent number of Warrants, but only upon receipt of evidence satisfactory to the Administrative AgentCompany of such loss, theft or destruction of such Warrant and indemnity, if requested, also satisfactory to them. Applicants for such substitute Warrants shall also comply with such other reasonable regulations and pay such other reasonable charges as the Company may prescribe.

Payment of Taxes. Any Except as set forth below, any and all payments by the Borrower to or for the account of the Administrative Agent or any Lender under any Credit Loan Document shall be made free and clear of and without deduction for any and all present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessmentscharges or withholdings imposed by any Governmental Authority, fees, withholdings or similar charges, and all liabilities with respect thereto, but excluding, in the case of the Administrative each Agent and each Lender, respectively, taxes imposed on or measured by its (including any net income, franchise, branch profits or similar taxes) imposed by (i) the United States except United States federal withholding taxes or (ii) a Governmental Authority as a result of a connection or former connection (other than merely being, or if such connection is caused as a result of being, a party to any Loan Documents, participating in the transactions contemplated therein or enforcing rights thereunder) between such Agent or Lender and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or imposing such tax, including any political subdivision thereof) under the Laws of which the Administrative connection arising from such Agent or Lender being a citizen, domiciliary or resident of such Lenderjurisdiction, as the case may be, is being organized in such jurisdiction or maintains its Lending Office having a permanent establishment or fixed place of business therein (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, charges and withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”). If Whenever the Borrower shall be is required by any Requirement of Law law to withhold or deduct any Taxes from or in respect of any sum payable hereunder, under the Notes or under any Credit other Loan Document to the Administrative Agent any Lender or any LenderAgent, (ix) the such sum payable shall be increased as necessary by an additional amount so that after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums amounts payable under this Section 3.13(a3.05(a)), the Administrative ) such Lender or Agent or such Lender, as the case may be, receives an amount equal to the sum it would have received from such Obligor had no such withholdings or deductions been made, (iiy) the Borrower shall make such withholdings or deductions, and (iiiz) the Borrower shall pay the full amount withheld or deducted to the relevant taxation authority or other Governmental Authority authority in accordance with applicable Requirements of Law, and (iv) within 30 days after the date of such paymentlaw. Notwithstanding anything else contained in this Agreement, the Borrower shall furnish not be required to pay any such additional amounts to any Agent or any Lender with respect to any Taxes or Other Taxes to the extent such Taxes or Other Taxes (i) are attributable to such Agent’s or Lender’s failure to comply with the requirements of Section 3.05(f) or (ii) in the case of U.S. withholding Taxes, (a) except to the extent imposed solely as a result of a change in applicable law occurring after (1) the date that such Person became a party to this Agreement, or (2) with respect to an assignment, acquisition, participation, designation of a new Applicable Lending Office or the appointment of a successor Administrative Agent (which shall forward or other transfer, the same effective date thereof, except to the extent that such Person’s predecessor was entitled to such Lender, if applicable) amounts (or in the original or a certified copy case of a receipt evidencing payment thereofdesignation of a new lending office, to the extent such receipt Person was entitled to such amounts with respect to its prior lending office) and (b) backup withholding taxes imposed under Section 3406 of the Code (Taxes described in this clause (ii), “U.S. Excluded Taxes”). The obligations under this Section 3.05 to pay additional amounts shall apply where the particular Lender is issued thereforliable for Tax under Part XIII of the Income Tax Act (Canada) in respect of such payment, even if the relevant payor is not required under the Income Tax Act (Canada) to deduct or other written proof withhold an amount in respect of Taxes on such payment thereof that is reasonably satisfactory and this Section 3.05 shall apply, mutatis mutandis, as if the relevant payor was required to the Administrative Agentwithhold an amount in respect of such Taxes.

Payment of Taxes. Any and all payments (a) For purposes of this subparagraph (ix), the following terms shall have the following meanings: (I) Payment shall mean any payment or distribution (or acceleration of benefits) by the Borrower Corporation to or for your benefit (whether paid or payable or distributed or distributable (or accelerated) pursuant to the account terms of this Agreement or otherwise, but determined without regard to any additional payments required under this subsection (ix)). In addition, Payment shall mean the amount of income deemed to be received by you as a result of the Administrative Agent acceleration of the exercisability of any of your options to purchase stock of the Corporation or the acceleration of the lapse of any restrictions on performance stock or restricted stock of the Corporation or Performance Units held by you or the acceleration of any payment from any deferral plan of the Corporation. (II) Excise Tax shall mean the excise tax imposed by Section 4999 of the Code, or any Lender interest or penalties incurred by you with respect to such excise tax. (III) Income Tax shall mean all taxes other than the Excise Tax (including any interest or penalties imposed with respect to such taxes) including, without limitation, any income and employment taxes imposed by any federal (including (i) FICA and medicare taxes, and (ii) the tax resulting from the loss of any federal deductions or exemptions which would have been available to you but for receipt of the Payment), state, local, commonwealth or foreign government. (b) Except as provided in subparagraph (viii) above, in the event it shall be determined that a Payment would be subject to an Excise Tax, then you shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by you of Income Tax and Excise Tax imposed upon the Gross-Up Payment, you retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payment. However, the Corporation shall be obligated to pay you no more than Five Million Dollars ($5,000,000) under any Credit Document this clause (b). (c) All determinations required to be made under this subsection (ix), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made free by the public accounting or actuarial consulting firm that is retained by the Corporation as of the date immediately prior to the Change in Control (the “Firm”) which shall provide detailed supporting calculations both to the Corporation and clear to you within fifteen (15) business days of the receipt of notice from you that there has been a Payment, or such earlier time as is requested by the Corporation (collectively, the “Determination”). In the event that the Firm is serving as accountant, auditor or consultant for the individual, entity or group affecting the Change in Control, you may appoint another nationally recognized public Firm to make the determinations required hereunder (which Firm shall then be referred to as the Firm hereunder). All fees and expenses of the Firm shall be borne solely by the Corporation. Any Gross-Up Payment, as determined pursuant to this subsection (viii), shall be paid by the Corporation to you within ten (10) days of your receipt of the Determination. If the Firm determines that no Excise Tax is payable by you, you may request the Firm to furnish you with a written opinion that failure to report the Excise Tax on your applicable federal income tax return would not result in the imposition of a negligence or similar penalty. The Determination by the Firm shall be binding upon the Corporation and you. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the Determination, it is possible that Gross-Up Payments which will not have been made by the Corporation should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Corporation exhausts its remedies pursuant to Section (ix)(d) below and you thereafter are required to make payment of any Excise Tax or Income Tax, the Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Corporation to or for your benefit. (d) You shall notify the Corporation in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Corporation of the Gross-Up Payment or the Underpayment. Such notification shall be given as soon as practicable but no later than ten (10) business days after you are informed in writing of such claim and shall apprise the Corporation of the nature of such claim and the date on which such claim is requested to be paid. You shall not pay such claim prior to the expiration of the 30-day period following the date on which you give such notice to the Corporation (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Corporation notifies you in writing prior to the expiration of such period that it desires to contest such claim, you shall: (1) give the Corporation any information reasonably requested by the Corporation relating to such claim, (2) take such action in connection with contesting such claim as the Corporation shall reasonably request in writing from time to time, including, without deduction limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Corporation, (3) cooperate with the Corporation in good faith in order effectively to contest such claim, and (4) permit the Corporation to participate in any proceeding relating to such claim; provided, however, that the Corporation shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold you harmless, on an after-tax basis, for any Excise Tax or Income Tax imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section (ix)(d), the Corporation shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all present administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct you to pay the tax claimed and xxx for a refund or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar chargescontest the claim in any permissible manner, and all liabilities you agree to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Corporation shall determine; provided further, that if the Corporation directs you to pay such claim and xxx for a refund, the Corporation shall advance the amount of such payment to you on an interest-free basis and shall indemnify and hold you harmless, on an after-tax basis, from any Excise Tax or Income Tax imposed with respect theretoto such advance or with respect to any imputed income with respect to such advance; and provided further, but excluding, in the case that any extension of the Administrative Agent statute of limitations relating to payment of taxes for your taxable year with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Corporation’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and each Lender, taxes imposed on you shall be entitled to settle or measured by its net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which the Administrative Agent or such Lendercontest, as the case may be, is organized any other issue raised by the Internal Revenue Service or maintains its Lending Office any other taxing authority. (all such non-excluded present or future incomee) If, stamp or other taxesafter the receipt by you of an amount advanced by the Corporation pursuant to Section (ix)(d) above, duties, levies, imposts, deductions, assessments, fees, withholdings or similar chargesyou become entitled to receive, and liabilities being hereinafter referred receive, any refund with respect to as “Taxes”such claim, you shall (subject to the Corporation’s complying with the requirements of Section (ix)(d)) promptly pay to the Corporation the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If If, after the Borrower receipt by you of an amount advanced by the Corporation pursuant to Section (ix)(d), a determination is made that you shall not be entitled to any refund with respect to such claims and the Corporation does not notify you in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required by any Requirement to be repaid and the amount of Law to deduct any Taxes from or in respect of any sum payable under any Credit Document to the Administrative Agent or any Lender, (i) the sum payable such advance shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.13(a)), the Administrative Agent or such Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other Governmental Authority in accordance with applicable Requirements of Law, and (iv) within 30 days after the date of such payment, the Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender, if applicable) the original or a certified copy of a receipt evidencing payment thereofoffset, to the extent such receipt is issued thereforthereof, or other written proof the amount of payment thereof that is reasonably satisfactory the Gross-Up Payment required to the Administrative Agentbe paid.

Payment of Taxes. Any and all payments by the Borrower to hereunder or for the account of the Administrative Agent or any Lender under any Credit Document Note or other document evidencing any Obligations shall be made made, in accordance with Section 4.2, free and clear of and without deduction reduction for any and all present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessmentscharges, fees, withholdings or similar chargeswithholdings, and all stamp or documentary taxes, excise taxes, ad valorem taxes and other taxes imposed on the value of the Property, charges or levies which arise from the execution, delivery or registration, or from payment or performance under, or otherwise with respect to, any of the Loan Documents or the Revolving Credit Commitments and all other liabilities with respect thereto, but thereto excluding, in the case of the Administrative Agent and each Lender, taxes imposed on or measured mea sured by its net income, income or overall gross receipts and capital and franchise taxes imposed on it by (in lieu i) the United States, (ii) the Governmental Authority of net income taxes), by the jurisdiction (in which such Lender's Applicable Lending Office is located or any political subdivision thereofthereof or (iii) under the Laws of Governmental Authority in which the Administrative Agent such Person is organized, managed and controlled or such Lender, as the case may be, is organized or maintains its Lending Office any political subdivision thereof (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, charges and withholdings or similar charges, and liabilities being hereinafter referred to as “"Taxes”"). If the Borrower shall be required by any Requirement of Law law to withhold or deduct any Taxes from or in respect of any sum payable hereunder or under any Credit Document such Note or document to the Administrative Agent or any Lender, (ix) the sum payable to such Lender shall be increased as may be necessary so that after making all required withholding or deductions (including deductions withholding or deduc tions applicable to additional sums payable under this Section 3.13(a)), the Administrative Agent or 13.1) such Lender, as the case may be, Lend er receives an amount equal to the sum it would have received had no such withholding or deductions been made, (iiy) the Borrower shall make such withhold ing or deductions, and (iiiz) the Borrower shall pay the full amount withheld or deducted to the relevant taxation authority or other Governmental Authority authority in accordance with applicable Requirements of Law, and (iv) within 30 days after the date of such payment, the Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender, if applicable) the original or a certified copy of a receipt evidencing payment thereof, to the extent such receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agentlaw.

Payment of Taxes. Any and all payments by the Borrower to Borrowers hereunder or for the account of the Administrative Agent or any Lender under any Credit Document Note or other document evidencing any Obligations shall be made free and clear of and without deduction reduction for any and all present or and future income, stamp or other taxes, duties, levies, imposts, deductions, assessmentscharges, fees, withholdings or similar chargeswithholdings, and all stamp or documentary taxes, excise taxes, ad valorem taxes and other taxes imposed on the value of the Property, charges or levies that arise from the execution, delivery or registration, or from payment or performance under, or otherwise with respect to, any of the Loan Documents or the Commitments and all other liabilities with respect thereto, but thereto excluding, in the case of each Lender, each Issuing Bank, the Syndication Agent and the Administrative Agent and each LenderAgent, taxes imposed on or measured by its net income, capital, profits or gains and franchise taxes imposed on it by (in lieu of net income taxesi) the United States, except certain withholding taxes contemplated pursuant to Section 3.03(d)(iii)(C), by (ii) the Governmental Authority of a jurisdiction (in which such Person has an office or other fixed place of business, or any political subdivision thereof) thereof (excluding any withholding or other tax imposed on any payment made under the Laws Loan Documents), (iii) the Governmental Authority in which such Person's Applicable Lending Office is located or in which such Person is organized, managed and controlled or any political subdivision thereof or (iv) any political subdivision of which the Administrative Agent or United States unless such taxes are imposed solely as a result of such Lender, as 's performance of any of the case may be, is organized or maintains its Lending Office Loan Documents (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, feescharges, withholdings or similar charges, and liabilities being hereinafter referred to as “"Taxes”"). If the any Borrower shall be required by any Requirement of Law law to withhold or deduct any Taxes (other than Taxes imposed solely as a result of any participation sold by a Lender pursuant to Section 13.01(h)) from or in respect of any sum payable hereunder or under any Credit Document such Note or document to the Administrative Agent or any Lender, any Issuing Bank, the Syndication Agent or the Administrative Agent, (ix) the sum payable to such Lender, such Issuing Bank or the Administrative Agent shall be increased as may be necessary so that after making all required withholding or deductions (including withholding or deductions applicable to additional sums payable under this Section 3.13(a))3.03) such Lender, such Issuing Bank, the Syndication Agent or the Administrative Agent or such Lender, (as the case may be, ) receives an amount equal to the sum it would have received had no such withholding or deductions been made, (iiy) the such Borrower shall make such withholding or deductions, and (iiiz) the such Borrower shall pay the full amount withheld or deducted to the relevant taxation authority or other Governmental Authority authority in accordance with applicable Requirements of Law, and (iv) within 30 days after the date of such payment, the Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender, if applicable) the original or a certified copy of a receipt evidencing payment thereof, to the extent such receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agentlaw.

Payment of Taxes. Any and Removal of Liens. (a) Operator shall, except as provided in Subsection (c) below, pay when due as an Expense all payments by the Borrower to or for the account of the Administrative Agent or any Lender under any Credit Document shall be made free and clear of and without deduction for any and all present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings assessments and governmental charges or similar charges, and all liabilities with respect thereto, but excluding, in the case of the Administrative Agent and each Lender, taxes imposed on or measured by its net income, and franchise taxes imposed on it levies (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which the Administrative Agent or such Lender, as the case may be, is organized or maintains its Lending Office (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter collectively referred to as “Taxes”)"Governmental Impositions") imposed upon the Business or upon the operations conducted thereat or upon any of Owner's property at the Business, real, personal or mixed, or upon any part thereof under the Operator's management and control, including all interest and penalties thereon. As used herein, Governmental Impositions shall include, without limitation, all social security taxes, unemployment insurance taxes, withholding taxes and similar charges imposed on Operator in connection with any employees or personnel of Operator. (b) Operator shall, except as provided in Subsection (c) below, take all necessary steps to prevent the creation of any claim for lien or encumbrance or security interest (hereinafter collectively referred to as a "Lien") against the Business or any part thereof or any fund, receivable or other asset relating to the Business, other than a Lien created or consented to by Owner. In the event a Lien is asserted against the Business or any part thereof, Operator shall immediately give Owner notice thereof and shall, within twenty (20) days after such notice is given, take all reasonable steps necessary for contract or removal thereof unless Owner notifies Operator within such twenty (20) day period that (1) Owner wishes to contest such Lien or (2) Owner has consented to such Lien. (c) Operator shall review the appropriateness of all bills for Governmental Impositions applicable to the Business and shall advise Owner of the amount of any Governmental Impositions that should be challenged and, if so, the course of action recommended to obtain a reduction of such Governmental Impositions. If Operator is notified by Owner that Owner intends to contest any Governmental Imposition or Lien upon the Borrower Business, Operator shall not pay such Governmental Imposition or Lien, but, upon request of Owner, shall set aside the amount necessary to pay such Governmental Imposition or Lien, plus interest and penalties, in an interest bearing reserve account (or shall deposit such amount with a third party if so directed by Owner); provided, however, that if any such interest or penalty payment is imposed on Owner by reason of (1) the failure of Operator to make a payment required to be made by Operator under this Agreement when the funds therefor were available, or (2) the funds therefor were not available and Operator failed to so notify Owner (as required under Section 6.2), such interest or penalty payment shall be required immediately paid to Owner by Operator. If requested by Owner, Operator shall institute appropriate protests or challenges to any Requirement of Law Governmental Imposition or Lien that Owner desires to deduct any Taxes from contest and all expenses incurred by Operator in contesting or in respect of any sum payable under any Credit Document to the Administrative Agent or any Lenderseeking a reduction thereof, (i) the sum payable including legal, appraisal and accounting fees, if required, shall be increased as necessary so that after making all required deductions (including deductions applicable considered operating expenses to additional sums payable under this Section 3.13(a)), the Administrative Agent or such Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other Governmental Authority in accordance with applicable Requirements of Law, and (iv) within 30 days after the date of such payment, the Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender, if applicable) the original or a certified copy of a receipt evidencing payment thereof, be borne by Owner to the extent such receipt is issued therefor, costs are within the applicable line items in the Annual Budget last approved by Owner or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agentare otherwise approved in writing by Owner.

Payment of Taxes. Any All tax returns and reports of the Loan Parties (and all payments taxpayers with which any Loan Party is or has been consolidated or combined) required to be filed by the Borrower to or for the account it has been timely filed (inclusive of the Administrative Agent or any Lender under any Credit Document shall be made free and clear of and without deduction for any permitted extensions), and all present or future income, stamp or other taxes, duties, levies, imposts, deductionsTaxes, assessments, fees, withholdings or similar chargesamounts required to be withheld and paid to a Governmental Authority and all other governmental charges upon the Loan Parties, and all liabilities with respect theretoupon their Assets, but excluding, in the case of the Administrative Agent and each Lender, taxes imposed on or measured by its net income, and franchise taxes imposed franchises, that are due and payable have been paid, except to the extent that: (a) the failure to file such returns or reports, or pay such Taxes, assessments, fees, or other governmental charges, as applicable, could not reasonably be expected to have a Material Adverse Effect on the Loan Parties, taken as a whole, or (b) other than with respect to Taxes, assessments, charges or claims which have become a federal tax Lien upon any of any Loan Party’s Assets, such Tax, assessment, charge, or claim is being contested, in good faith, by appropriate proceedings promptly instituted and diligently conducted, and an adequate reserve or other appropriate provision, if any, shall have been made as required in order to be in conformity with GAAP. Borrower does not know of any proposed, asserted, or assessed tax deficiency against it or any Guarantor that, if such deficiency existed and had to be rectified, could reasonably be expected to have a Material Adverse Effect on the Loan Parties, taken as a whole. . Borrower and its Subsidiaries are not, nor immediately after the application by Borrower of the proceeds of the Loans will they be, required to be registered as an “investment company” under the Investment Company Act of 1940, as amended. Each Ares Fund that is required to be registered as an “investment company” under the Investment Company Act of 1940, as amended, is so registered. Borrower and each of its Subsidiaries and their respective members, partners, officers, directors, other employees (in lieu of net income taxestheir capacity as employees), by to the jurisdiction (extent required under applicable law, are duly registered as an investment adviser or any political subdivision thereof) an associated person of an investment adviser, as applicable, under the Laws Investment Advisers Act of which 1940, as amended (and has been so registered at all times when such registration has been required by applicable law with respect to the Administrative Agent services provided for Borrower’s Subsidiaries and for the Ares Funds). Borrower and each of its Subsidiaries, to the extent required under applicable law, are duly registered as a broker-dealer or as a member of a self-regulatory organization, such Lenderas FINRA (and has been so registered at all times when such registration has been required by applicable law with respect to the services provided for Borrower’s Subsidiaries and for the Ares Funds). Borrower, each of its Subsidiaries, and each of their respective members, partners, officers, directors and other employees (in their capacity as employees), as the case may be, to the extent required under applicable law, is organized registered, licensed or maintains qualified as a broker-dealer, broker-dealer representative, a registered representative, or agent in any State of the United States or with the SEC (and has been so registered, licensed or qualified at all times when such registration, license, or qualification has been required by applicable law with respect to the services provided for Borrower’s Subsidiaries and for the Ares Funds). Other than Borrower, its Lending Office (all such non-excluded present or future incomeSubsidiaries, stamp or other taxestheir respective officers, duties, levies, imposts, deductions, assessments, fees, withholdings or similar chargesdirectors and employees, and liabilities being hereinafter referred other Persons in connection with subadvisory arrangements, there are no other Persons who act in the capacity as an investment adviser (as such term is defined in the Investment Advisers Act of 1940, as amended) or an associated person of an investment adviser, in each case with respect to as “Taxes”)any of the Ares Funds. If No Loan Party is subject to regulation under the Borrower shall be required by Federal Power Act or any Requirement of Law federal, state, or local law, rule, or regulation generally limiting its ability to deduct any Taxes from incur Debt. . No representation or in respect warranty of any sum payable under Loan Party contained in this Agreement or any Credit Document other document, certificate, or written statement furnished to the Administrative Agent or any LenderLender by or on behalf of Borrower with respect to the business, operations, Assets, or condition (ifinancial or otherwise) of the sum payable shall be increased as necessary so that after making all required deductions Loan Parties for use solely in connection with the transactions contemplated by this Agreement (including deductions applicable to additional sums payable under this Section 3.13(a)other than projections (if any), pro forma financial statements and budgets) contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the Administrative statements contained herein or therein, taken as a whole and in light of the circumstances under which they were made, not materially misleading. There is no fact actually known to Borrower (other than matters of a general economic nature) that Borrower believes reasonably could be expected to have a Material Adverse Effect on the Loan Parties, taken as a whole, that has not been disclosed herein or in such other documents, certificates, and statements furnished to Agent or such Lender, as any Lender for use in connection with the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or transactions contemplated hereby. . Neither any Loan Party nor any of their respective Subsidiaries has any Debt outstanding other Governmental Authority in accordance with applicable Requirements of Law, and (iv) within 30 days after the date of such payment, the Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender, if applicable) the original or a certified copy of a receipt evidencing payment thereof, to the extent such receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agentthan Debt permitted by Section 6.1 hereof.

Payment of Taxes. Any and all (a) All payments made by the Borrower to or for the on account of the Administrative Agent any obligation of Guarantor or Seller under this Agreement or any Lender under any Credit Document other Principal Agreement shall be made free and clear of of, and without deduction or withholding for or on account of, any and all present or future income, stamp or other taxes, duties, levies, imposts, duties, deductions, charges, assessments, fees, fees or withholdings or similar charges(including backup withholdings), and all liabilities (including penalties, interest and additions to tax) with respect theretothereto imposed by any Governmental Authority (collectively, but excluding, in the case of the Administrative Agent and each Lender, taxes imposed on or measured by its net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which the Administrative Agent or such Lender, as the case may be, is organized or maintains its Lending Office (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”), except as required by applicable law. If the Borrower shall be Guarantor or Seller is required by any Requirement of Law law or regulation to deduct or withhold any Taxes from or in respect of any sum amount payable under any Credit Document to the Administrative Agent or any Lenderhereunder, it shall: (i) make such deduction or withholding; (ii) pay the sum payable shall amount so deducted or withheld to the appropriate Governmental Authority not later than the date when due; (iii) deliver to Buyer, promptly, original tax receipts and other evidence satisfactory to Buyer of the payment when due of the full amount of such Taxes; and (iv) if such Tax is an Indemnified Tax (as defined below), pay to Buyer such additional amounts as may be increased as necessary so that after making Buyer receives, free and clear of all required deductions (including deductions applicable to additional sums payable under this Section 3.13(a))such Indemnified Taxes, the Administrative Agent or such Lender, as the case may be, receives an a net amount equal to the sum amount it would have received had under this Agreement, as if no such deductions deduction or withholding had been made. In addition, (ii) the Borrower shall make such deductions, (iii) the Borrower shall Guarantor and Seller agree to timely pay the full amount deducted to the relevant taxation authority or other Governmental Authority in accordance with applicable Requirements law any current or future stamp, court or documentary taxes, intangible, filing or similar Taxes (including, without limitation, mortgage recording taxes, transfer taxes and similar fees) imposed by any Governmental Authority that arise from any payment made hereunder or from the execution, delivery, performance or registration of, from the receipt or perfection of Lawa security interest under, or otherwise with respect to, this Agreement except any such Taxes imposed on Buyer with respect to an assignment, other than an assignment made at the request of Seller or Guarantor, by a jurisdiction (or political subdivision thereof) having a present or former connection with Buyer (other than any connection arising from executing, delivering, being party to, engaging in any transaction pursuant to, performing its obligations under or enforcing this Agreement) (“Other Taxes”). Other Taxes and Taxes (ivother than Excluded Taxes) imposed on or with respect to any payment made by or on account of any obligation of Guarantor or Seller under this Agreement shall be referred to in this Agreement as “Indemnified Taxes.” (b) Seller shall within 30 ten (10) calendar days after demand therefor, indemnify Buyer for the date full amount of such paymentany and all Indemnified Taxes (including any Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 12.3) arising with respect to the Purchased Assets, the Borrower shall furnish Principal Agreements and other documents related thereto and fully indemnify and hold Buyer harmless from and against any and all liabilities or reasonable expenses with respect to or resulting from any delay or omission to pay such Taxes, whether or not such Indemnified Taxes were correctly or legally imposed or assessed by the relevant Governmental Authority. A certificate as to the Administrative Agent (which shall forward the same amount of any payment or liability of Buyer with respect to such LenderIndemnified Taxes delivered to Seller by Buyer shall be conclusive absent manifest error. As soon as practicable after any payment of Taxes by Seller to a Governmental Authority pursuant to this Section 12.3, if applicable) Seller shall deliver to Buyer the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Buyer, and provided further that in no event shall Buyer be required to complete, execute or submit to Seller any of the documentation listed in Section 12.3(d) if there is a change in United States law prohibiting provision of any such documentation which occurs subsequent to the date on which applicable documentation listed under Section 12.3(d) was previously provided by Buyer to Seller in accordance with the requirements of Section 12.3(d). (c) If Buyer is entitled to an exemption or reduction of withholding Tax with respect to payments made under this Agreement, Buyer shall deliver to Seller, at the time or times reasonably requested by Seller, such properly completed and executed documentation reasonably requested by Seller as will permit such payments to be made without withholding or at a reduced rate of withholding; provided that the completion, execution and submission of such documentation (other than the documentation listed in Section 12.3(d)) shall not be required if in Buyer’s reasonable judgment such completion, execution or submission would subject Buyer to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of Buyer. (d) Without limiting the generality of Section 12.3(c), if Buyer is (i) not incorporated under the laws of the United States, any State thereof, or the District of Columbia or (ii) not otherwise treated as a “United States person” within the meaning of the Code (a “Foreign Buyer”) and is entitled to an exemption from or reduction of U.S. federal withholding Taxes with respect to payments made under this Agreement, Buyer shall provide Seller with an original, properly completed and duly executed United States Internal Revenue Service (“IRS”) Form W-8BEN, W-8BEN-E, W-8IMY or W-8ECI or any successor form prescribed by the IRS, (i) certifying that such Foreign Buyer is entitled to benefits under an income tax treaty to which the United States is a party which reduces or eliminates the rate of withholding tax on payments of interest or setting forth a basis to claim the benefits of the exemptions from U.S. withholding taxes for portfolio interest under Section 881(c) of the Code or (ii) certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United States on or prior to the date upon which each such Foreign Buyer becomes a Buyer. If an IRS form previously delivered expires or becomes obsolete or inaccurate in any respect, each Foreign Buyer will update such form or promptly notify Seller of its legal inability to do so. Should a Foreign Buyer, which is otherwise exempt from a withholding tax, become subject to Taxes because of its failure to deliver an IRS form required hereunder, Seller shall, at no cost or expense to Seller, take such steps as such Foreign Buyer shall reasonably request to assist such Foreign Buyer to recover such Taxes. Upon the execution of this Agreement or otherwise becoming a Buyer, each Buyer that is a “United States person” within the meaning of the Code shall deliver to Seller an original, properly completed and duly executed IRS Form W-9 or such other documentation or information prescribed by applicable laws or reasonably requested by Seller as will enable Seller to determine whether or not such Buyer is subject to backup withholding or information reporting requirements. (e) Nothing contained in this Section 12.3 shall require Buyer to make available any of its Tax returns or other information that it deems to be confidential or proprietary or otherwise subject Buyer to any material unreimbursed cost or expense or materially prejudice the legal or commercial position of Buyer, except for such IRS forms Buyer is required to deliver to Seller under Section 12.3(d). (f) If a payment made to Buyer under this Agreement would be subject to U.S. federal withholding tax imposed under FATCA if such Buyer were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Buyer shall deliver to Seller at the time or times prescribed by law and at such time or times reasonably requested by Seller such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Seller as may be necessary for Seller to comply with its obligations under FATCA or to determine the amount to deduct and withhold from such payment. For purposes of this clause, “FATCA” shall include any amendments made to FATCA after the date of this Agreement. (g) If Buyer determines, in its Discretion, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 12.3 (including by the payment of additional amounts pursuant to this section), it shall pay to Seller an amount equal to such refund (but only to the extent of indemnity payments and additional payments made under this section with respect to the Taxes giving rise to such receipt is issued thereforrefund), net of all out-of-pocket expenses (including Taxes) of Buyer and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Seller, upon the request of Buyer, shall repay to Buyer the amount paid over pursuant to this Section 12.3(g) (plus any penalties, interest or other written proof of payment thereof charges imposed by the relevant Governmental Authority) in the event that Buyer is reasonably satisfactory required to repay such refund to such Governmental Authority. Notwithstanding anything to the Administrative Agentcontrary in this Section 12.3(g), in no event will Buyer be required to pay any amount to Seller pursuant to this Section 12.3(g) the payment of which would place Buyer in a less favorable net after-Tax position than Buyer would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid.

Payment of Taxes. Any and all payments by the Borrower to Borrowers hereunder or for the account of the Administrative Agent or any Lender under any Credit Document Note or other document evidencing any Obligations shall be made free and clear of and without deduction reduction for any and all present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessmentscharges, fees, withholdings or similar chargeswithholdings, and all stamp or documentary taxes, excise taxes, ad valorem taxes and other taxes imposed on the value of the Property, charges or levies which arise from the execution, delivery or registration, or from payment or performance under, or otherwise with respect to, any of the Loan Documents or the Commitments and all other liabilities with respect thereto, but thereto excluding, in the case of each Lender, each Issuing Bank and the Administrative Agent and each LenderAgent, taxes imposed on or measured by its net income, capital, receipts, property, profits or gains and franchise taxes imposed on it by (in lieu of net income taxesi) the United States, except certain withholding taxes contemplated pursuant to SECTION 3.04(d)(ii)(c), by (ii) the Governmental Authority of any jurisdiction (or any political subdivision thereof) in which any Applicable Lending Office of such Lender is located, (iii) the Governmental Authority of the jurisdiction in which such Lender is organized, managed and controlled or any political subdivision thereof, (iv) any political subdivision of the United States, unless such taxes are imposed solely as a result of such Lender's performance of any of the Loan Documents in such political subdivision and such Lender would not otherwise be subject to tax by such political subdivision, or (v) the United Kingdom, except any deduction or withholding from any payment by a Borrower for or on account of any tax in respect of any payments made hereunder or under the Laws of which any Note or other document evidencing any Obligations to the Administrative Agent or otherwise on behalf of any Lender or Issuing Bank arising (A) in respect of any Participation Amount (provided that each Lender shall, where possible, make all reasonable efforts to enable the relevant Borrower to make any such Lenderpayment free of United Kingdom withholding tax) or (B) by reason of a change in (or in the interpretation, administration, or application of) any law of the United Kingdom or any applicable tax treaty or any published practice or concession of any relevant taxing authority after the later of the Closing Date or the date on which such Lender became a Lender or such Issuing Bank became an Issuing Bank (such non-excluded United Kingdom taxes being hereinafter referred to as the case may be, is organized or maintains its Lending Office "INCLUDED UK WITHHOLDING TAXES") (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, feescharges, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”"TAXES"); provided, however, that neither withholding taxes contemplated pursuant to SECTION 3.04(d)(ii)(C) nor Included UK Withholding Taxes shall be excluded from Taxes by reason of the application of CLAUSE (ii) or CLAUSE (iii) of this sentence to any Applicable Lending Office of a Lender or to any Lender, respectively. If the a Borrower shall be required by any Requirement of Law law to withhold or deduct any Taxes from or in respect of any sum payable hereunder or under any Credit Document Note or other document evidencing any Obligations to the Administrative Agent or any Lender, the Issuing Bank or the Administrative Agent, (ix) the sum payable to such Lender, such Issuing Bank or the Administrative Agent shall be increased as may be necessary so that after making all required withholding or deductions (including withholding or deductions applicable to additional sums payable under this Section 3.13(a))SECTION 3.04) such Lender, such Issuing Bank or the Administrative Agent or such Lender, (as the case may be, ) receives an amount equal to the sum it would have received had no such withholding or deductions been made, (iiy) the such Borrower shall make such withholding or deductions, and (iiiz) the such Borrower shall pay the full amount withheld or deducted to the relevant taxation authority or other Governmental Authority authority in accordance with applicable Requirements of Law, and (iv) within 30 days after the date of such payment, the Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender, if applicable) the original or a certified copy of a receipt evidencing payment thereof, to the extent such receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agentlaw.

Payment of Taxes. Any and all (a) All payments by the Borrower Receiving Party to or for the account of the Administrative Agent or any Lender Supplier Party under any Credit Document this Agreement shall be made free and clear of Taxes (as defined below). If any Taxes (excluding any Taxes on the income of Supplier Party) shall be required to be deducted from or in respect of any amount payable to Supplier Party under this Agreement (i) the amount of the applicable payment shall be increased as necessary so that, after all required deductions for Taxes are made (including any Taxes applicable to any increases to any payment under this provision), Supplier Party receives the amount it was entitled to receive had no such deductions been made, and without deduction (ii) Receiving Party shall timely pay or cause to be paid the full amount deducted to the relevant taxing authority or other authority as required. (b) Receiving Party and Supplier Party shall reasonably cooperate to eliminate or reduce any Taxes required to be withheld from or with respect to any payments due under this Agreement, including providing the documentation required to claim any reduction or exemption available under an applicable income tax treaty. (c) Supplier Party will invoice Receiving Party for applicable or required sales, use, excise, license, business activity, gross receipts, margin, value added and other Taxes that have been remitted or will be remitted by Supplier Party to United States state or local authorities as a result of providing the Transition Services set forth in this Agreement to Receiving Party. Notwithstanding anything to the contrary contained in this Agreement, Receiving Party will not be responsible for any Taxes based on Supplier Party's net income or net worth. (d) Receiving Party shall be responsible for timely paying any sales, use, excise, license, business activity, gross receipts, margin, value added and other Taxes imposed by any jurisdiction outside the United States that are applicable to any of the Transition Services set forth in this Agreement. Notwithstanding anything to the contrary contained in this Agreement, Receiving Party will not be responsible for any Taxes based on Supplier Party's net income or net worth. (e) As used in this Agreement, "Taxes" shall mean any and all present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, charges or withholdings or similar charges, and all liabilities with respect thereto, but excludingincluding interest, in the case of the Administrative Agent penalties and each Lender, taxes imposed on or measured by its net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which the Administrative Agent or such Lender, as the case may be, is organized or maintains its Lending Office (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred additions to as “Taxes”). If the Borrower shall be required by any Requirement of Law to deduct any Taxes from or in respect of any sum payable under any Credit Document to the Administrative Agent or any Lender, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.13(a)), the Administrative Agent or such Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other Governmental Authority in accordance with applicable Requirements of Law, and (iv) within 30 days after the date of such payment, the Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender, if applicable) the original or a certified copy of a receipt evidencing payment thereof, to the extent such receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agent.

Payment of Taxes. Any and all payments by the Borrower a Credit Party to or for the account of the Administrative Agent or any Lender under any Credit Document shall be made free and clear of and without deduction for any and all present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, but excluding, in the case of the Administrative Agent and each Lender, taxes imposed on or measured by its net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which the Administrative Agent or such Lender, as the case may be, is organized or maintains its Lending Office (all such non-excluded present or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “"Taxes”"). If the Borrower a Credit Party shall be required by any Requirement of Law to deduct any Taxes from or in respect of any sum payable under any Credit Document to the Administrative Agent or any Lender, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.13(a)), the Administrative Agent or such Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower such Credit Party shall make such deductions, (iii) the Borrower such Credit Party shall pay the full amount deducted to the relevant taxation authority or other Governmental Authority in accordance with applicable Requirements of Law, and (iv) within 30 days after the date of such payment, the Borrower such Credit Party shall furnish to the Administrative Agent (which shall forward the same to such Lender, if applicable) the original or a certified copy of a receipt evidencing payment thereof, to the extent such receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agent.