Common use of Payments Free and Clear Clause in Contracts

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender or the Administrative Agent, (A) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower shall make such deductions, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d).

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes shall be made made, in accordance with Section 4.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income the Issuing Bank and the Administrative Agent, taxes imposed on its income, and franchise or similar taxes imposed on it, by (i) any jurisdiction (or political subdivision thereof) of which the Administrative Agent, the Issuing Bank or such Lender, as the case may be, is a citizen or resident or in which such Lender has an Applicable Lending Office, (ii) the jurisdiction of such Lender's Lending Office (or any political subdivision thereof thereof) in which the Administrative Agent, the Issuing Bank or such Lender is organized, or (iii) any jurisdiction (or political subdivision thereof) in which such Lender, the Issuing Bank or the Administrative Agent is presently doing business which taxes are imposed solely as a result of doing business in such jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "“Taxes"”). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender the Lenders, the Issuing Bank or the Administrative Agent, Agent (Ai) the sum payable shall be increased as may be by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.114.06) such Lender Lender, the Issuing Bank or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower shall make such deductions, deductions and (Ciii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes shall be made made, in accordance with Section 4.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income the Issuing Bank and the Administrative Agent, taxes imposed on its income, and franchise or similar taxes imposed on it, by (i) any jurisdiction (or political subdivision thereof) of which the Administrative Agent, the Issuing Bank or such Lender, as the case may be, is a citizen or resident or in which such Lender has an Applicable Lending Office, (ii) the jurisdiction of such Lender's Lending Office (or any political subdivision thereof thereof) in which the Administrative Agent, the Issuing Bank or such Lender is organized, or (iii) any jurisdiction (or political subdivision thereof) in which such Lender, the Issuing Bank or the Administrative Agent is presently doing business which taxes are imposed solely as a result of doing business in such jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender the Lenders, the Issuing Bank or the Administrative Agent, Agent (Ai) the sum payable shall be increased as may be by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.114.06) such Lender Lender, the Issuing Bank or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower shall make such deductions, deductions and (Ciii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes shall be made made, in accordance with Section 4.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender and the Administrative Agent, income taxes imposed on its income, and franchise or similar taxes imposed on it, by (i) any jurisdiction (or political subdivision thereof) of which the Agent or such Lender, as the case may be, is a citizen or resident or in which such Lender has an Applicable Lending Office, (ii) the jurisdiction under (or any political subdivision thereof) in which the laws of Agent or such Lender is organized, or (iii) any jurisdiction (or political subdivision thereof) in which such Lender or the Administrative Agent (is presently doing business in which taxes are imposed solely as the case may be) is organized or is or should be qualified to do a result of doing business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the such jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender the Lenders or the Administrative Agent, Agent (Ai) the sum payable shall be increased as may be by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.114.06) such Lender or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower shall make such deductions, deductions and (Ciii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes or the Letters of Credit shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed on (or measured by) its net income by the United States of America or by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or its principal office is located or is or should be qualified to do business or any political subdivision thereof thereof, or in the case of any Lender, in which its applicable Lending Office is located (provided, however, that no Lender shall be deemed to be located in any jurisdiction solely as a result of taking any action related to this Agreement or the Revolving Credit Notes or Letters of Credit) and (ii) in the case of each Lender, income and franchise taxes any branch profits tax imposed by the jurisdiction United States of such Lender's Lending Office America or any political subdivision thereof similar tax imposed by any other jurisdiction described in clause (i) above (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note or Letter of Credit to any Lender or the Administrative Agent, (A) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.115.12) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower shall make such deductions, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Lawapplicable law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d5.12(d). The Borrower shall not, however, be required to pay any amounts pursuant to clause (A) of the preceding sentence to any Foreign Lender or the Administrative Agent not organized under the laws of the United States of America or a state thereof (or the District of Columbia) if such Foreign Lender or the Administrative Agent fails to comply with the requirements of paragraph (e) of this Section 5.12 or Section 5.9(d), as the case may be.

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Notes or the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed on (or measured by) its net income by the United States of America or by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or its principal office is located or is or should be qualified to do business or any political subdivision thereof thereof, or in the case of any Lender, in which its applicable Lending Office is located (provided, however, that no Lender shall be deemed to be located in any jurisdiction solely as a result of taking any action related to this Agreement or the Notes or Letters of Credit) and (ii) in the case of each Lender, income and franchise taxes any branch profits tax imposed by the jurisdiction United States of such Lender's Lending Office America or any political subdivision thereof similar tax imposed by any other jurisdiction described in clause (i) above (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or Letter of Credit Note to any Lender or the Administrative Agent, (A) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.115.12) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower shall make such deductions, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Lawapplicable law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d5.12(d). The Borrower shall not, however, be required to pay any amounts pursuant to clause (A) of the preceding sentence to any Foreign Lender or the Administrative Agent not organized under the laws of the United States of America or a state thereof (or the District of Columbia) if such Foreign Lender or the Administrative Agent fails to comply with the requirements of paragraph (e) of this Section 5.12 or Section 5.9(d), as the case may be.

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes shall be made made, in accordance with Section 4.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender and the Administrative Agent, income taxes imposed on its income, and franchise or similar taxes imposed on it, by (i) any jurisdiction (or political subdivision thereof) of which the Agent or such Lender, as the case may be, is a citizen or resident or in which such Lender has an Applicable Lending Office, (ii) the jurisdiction under (or any political subdivision thereof) in which the laws of Agent or such Lender is organized, or (iii) any jurisdiction (or political subdivision thereof) in which such Lender or the Administrative Agent (is presently doing business which taxes are imposed solely as the case may be) is organized or is or should be qualified to do a result of doing business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the such jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender the Lenders or the Administrative Agent, Agent (Ai) the sum payable shall be increased as may be by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.114.06) such Lender or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower shall make such deductions, deductions and (Ciii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes shall be made made, in accordance with Section 4.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender and the Administrative Agent, taxes imposed on their income and franchise or similar taxes imposed on them, by the (i) any jurisdiction under the laws (or political subdivision thereof) of which such Lender or the Administrative Agent (or such Lender, as the case may be, is a citizen or resident or in which such Lender has an Applicable Lending Office, (ii) is organized or is or should be qualified to do business the jurisdiction (or any political subdivision thereof and (iithereof) in which the case of each Administrative Agent or such Lender is organized, or (iii) any jurisdiction (or political subdivision thereof) in which such Lender, income and franchise the Administrative Agent is presently doing business in which taxes are imposed by the solely as a result of doing business in such jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender the Lenders or the Administrative Agent, (A) the sum payable shall be increased as may be by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.114.06) such Lender or Lender, the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (B) the Borrower shall make such deductions, deductions and (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes shall be made made, in accordance with Section 4.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender and the Administrative Agent, income taxes imposed on its income, and franchise or similar taxes imposed on it, by (i) any jurisdiction (or political subdivision thereof) of which the Agent or such Lender, as the case may be, is a citizen or resident or in which such Lender has an Applicable Lending Office, (ii) the jurisdiction under (or any political subdivision thereof) in which the laws of Agent or such Lender is organized, or (iii) any jurisdiction (or political subdivision thereof) in which such Lender or the Administrative Agent (is presently doing business in which taxes are imposed solely as the case may be) is organized or is or should be qualified to do a result of doing business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the such jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-non- excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender the Lenders or the Administrative Agent, Agent (Ai) the sum payable shall be increased as may be by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.114.06) such Lender or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower shall make such deductions, deductions and (Ciii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Notes or the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed on (or measured by) its net income by the United States of America or by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or its principal office is located or is or should be qualified to do business or any political subdivision thereof thereof, or in the case of any Lender, in which its applicable Lending Office is located (provided, however, that no Lender shall be deemed to be located in any jurisdiction solely as a result of taking any action related to this Agreement or the Notes or Letters of Credit) and (ii) in the case of each Lender, income and franchise taxes any branch profits tax imposed by the jurisdiction United States of such Lender's Lending Office America or any political subdivision thereof similar tax imposed by any other jurisdiction described in clause (i) above (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "“Taxes"”). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or Letter of Credit Note to any Lender or the Administrative Agent, (A) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.115.12) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower shall make such deductions, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Lawapplicable law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d5.12(d). The Borrower shall not, however, be required to pay any amounts pursuant to clause (A) of the preceding sentence to any Foreign Lender or the Administrative Agent not organized under the laws of the United States of America or a state thereof (or the District of Columbia) if such Foreign Lender or the Administrative Agent fails to comply with the requirements of paragraph (e) of this Section 5.12 or Section 5.9(d), as the case may be.

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes shall be made made, in accordance with Section 4.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income the Issuing Bank and the Agent, taxes imposed on its income, and franchise or similar taxes imposed on it, by (i) any jurisdiction (or political subdivision thereof) of which the Agent, the Issuing Bank or such Lender, as the case may be, is a citizen or resident or in which such Lender has an Applicable Lending Office, (ii) the jurisdiction of such Lender's Lending Office (or any political subdivision thereof thereof) in which the Agent, the Issuing Bank or such Lender is organized, or (iii) any jurisdiction (or political subdivision thereof) in which such Lender, the Issuing Bank or the Agent is presently doing business which taxes are imposed solely as a result of doing business in such jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "“Taxes"”). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender the Lenders, the Issuing Bank or the Administrative Agent, Agent (Ai) the sum payable shall be increased as may be by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.114.06) such Lender Lender, the Issuing Bank or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower shall make such deductions, deductions and (Ciii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by Borrower under this Agreement or any of the Borrower hereunder or under the Revolving Credit Notes other Loan Documents shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender and the Administrative AgentLender, income taxes imposed on its income, and franchise or similar taxes imposed on it, by (i) any jurisdiction (or political subdivision thereof) of which Lender is a citizen or resident or in which Lender has a permanent establishment (or is otherwise engaged in the active conduct of its business through an office or a branch), (ii) the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (iithereof) in the case of each Lenderwhich Lender is organized, income and franchise taxes imposed by the or (iii) any jurisdiction of such Lender's Lending Office (or any political subdivision thereof thereof) in which Lender is presently doing business which taxes are imposed solely as a result of doing business in such jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities so arising out of payments by Borrower being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender or the Administrative Agent, (Ai) the sum payable shall be increased as may be by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.111.13) such Lender or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower shall make such deductions, deductions and (Ciii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by the Borrower an Obligor hereunder or under the Revolving Credit Notes shall be made made, in accordance with Section 4.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender and the Administrative Agent, income taxes imposed on its income, and franchise or similar taxes imposed on it, by (i) any jurisdiction (or political subdivision thereof) of which the Administrative Agent or such Lender, as the case may be, is a citizen or resident or in which such Lender has an Applicable Lending Office, (ii) the jurisdiction under (or any political subdivision thereof) in which the laws of Administrative Agent or such Lender is organized, or (iii) any jurisdiction (or political subdivision thereof) in which such Lender or the Administrative Agent (is presently doing business which taxes are imposed solely as the case may be) is organized or is or should be qualified to do a result of doing business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the such jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower an Obligor shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender the Lenders or the Administrative Agent, Agent (Ai) the sum payable shall be increased as may be by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.114.06) such Lender or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower such Obligor shall make such deductions, deductions and (Ciii) the Borrower such Obligor shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes shall be made made, in accordance with Section 4.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income the Issuing Bank and the Agent, taxes imposed on its income, and franchise or similar taxes imposed on it, by (i) any jurisdiction (or political subdivision thereof) of which the Agent, the Issuing Bank or such Lender, as the case may be, is a citizen or resident or in which such Lender has an Applicable Lending Office, (ii) the jurisdiction of such Lender's Lending Office (or any political subdivision thereof thereof) in which the Agent, the Issuing Bank or such Lender is organized, or (iii) any jurisdiction (or political subdivision thereof) in which such Lender, the Issuing Bank or the Agent is presently doing business which taxes are imposed solely as a result of doing business in such jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender the Lenders, the Issuing Bank or the Administrative Agent, Agent (Ai) the sum payable shall be increased as may be by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.114.06) such Lender Lender, the Issuing Bank or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower shall make such deductions, deductions and (Ciii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by the Borrower Company hereunder or under the Revolving Credit Notes shall be made made, in accordance with Section 4.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender Bank and the Administrative Agent, income taxes imposed on its income, and franchise or similar taxes imposed on it, by the (i) any jurisdiction under the laws (or political subdivision thereof) of which the Agent or such Lender or the Administrative Agent (Bank, as the case may be, is a citizen or resident or in which such Bank has an Applicable Lending Office, (ii) is organized or is or should be qualified to do business the jurisdiction (or any political subdivision thereof and (iithereof) in which the case of each LenderAgent or such Bank is organized, income and franchise taxes imposed by the or (iii) any jurisdiction of such Lender's Lending Office (or any political subdivision thereof thereof) in which such Bank or the Agent is presently doing business which taxes are imposed solely as a result of doing business in such jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower Company shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender the Banks or the Administrative Agent, Agent (Ai) the sum payable shall be increased as may be by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.114.06) such Lender Bank or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower Company shall make such deductions, deductions and (Ciii) the Borrower Company shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by the Borrower Company hereunder or under the Revolving Credit Notes shall be made made, in accordance with Section 4.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender and the Administrative Agentany Holder, income taxes imposed on its income, and franchise or similar taxes imposed on it, by the (i) any jurisdiction under the laws (or political subdivision thereof) of which such Lender Holder is a citizen or resident, (ii) the Administrative Agent jurisdiction (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (iithereof) in the case of each Lenderwhich such Holder is organized, income and franchise taxes imposed by the or (iii) any jurisdiction of such Lender's Lending Office (or any political subdivision thereof thereof) in which such Holder is presently doing business which taxes are imposed solely as a result of doing business in such jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower Company shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender or the Administrative Agent, Holder (Ai) the sum payable shall be increased as may be by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.114.03) such Lender or the Administrative Agent (as the case may be) receives Holder shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower Company shall make such deductions, deductions and (Ciii) the Borrower Company shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, applicable law and (D) the Borrower shall deliver to the Administrative Agent evidence of provide such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)Holder with a receipt thereof.

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes shall be made made, in accordance with Section 4.01, free and clear of of, and without deduction for for, any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, taxes imposed on Lender's income, and franchise or similar taxes imposed on the Lender, by (i) in any jurisdiction (or political subdivision thereof) of which the case of each Lender and the Administrative AgentLender, income and franchise taxes imposed by is a citizen or resident, (ii) the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (iithereof) in which the case of each LenderLender is organized, income and franchise taxes imposed by the or (iii) any jurisdiction of such Lender's Lending Office (or any political subdivision thereof thereof) in which the Lender is presently or hereafter doing business which taxes are imposed solely as a result of doing business in such jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any the Lender or the Administrative Agent, (Ai) the sum payable shall be increased as may be by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.114.03) such the Lender or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower shall make such deductions, deductions and (Ciii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Construction Loan Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Construction Loan Note to any Lender or the Administrative Agent, (A) the sum payable shall be increased as may be necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional sums payable under this Section 3.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions or withholdings been made, (B) the Borrower shall make such deductions, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority deductions or other authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d).withholdings,

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes shall be made made, in accordance with Section 4.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender and the Administrative Agent, income taxes imposed on its income, and franchise or similar taxes imposed on it, by (i) any jurisdiction (or political subdivision thereof) of which the Agent or such Lender, as the case may be, is a citizen or resident or in which such Lender has an Applicable Lending Office, (ii) the jurisdiction under (or any political subdivision thereof) in which the laws of Agent or such Lender is organized, or (iii) any jurisdiction (or political subdivision thereof) in which such Lender or the Administrative Agent (is presently doing business which taxes are imposed solely as the case may be) is organized or is or should be qualified to do a result of doing business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the such jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "TaxesTAXES"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender the Lenders or the Administrative Agent, Agent (Ai) the sum payable shall be increased as may be by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.114.06) such Lender or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower shall make such deductions, deductions and (Ciii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any Except as otherwise provided in Section 3.11(e), any and all payments by the Borrower hereunder or under the Revolving Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges charges, assessments or withholding, and all liabilities with respect thereto now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority (including any interest, additions to tax and penalties) (collectively, “Taxes”) excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and thereof, (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's ’s Lending Office or any political subdivision thereof and (iii) any U.S. federal withholding Tax pursuant to FATCA (all such non-excluded taxesTaxes, levies“Non-Excluded Taxes” and all such excluded Taxes, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "“Excluded Taxes"”). If the Borrower or the Administrative Agent shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender or the Administrative Agent, (A) except as otherwise provided in Section 3.11(e), the sum payable shall be increased as may be necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional sums payable under this Section 3.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions or withholdings been made, (B) the Borrower or the Administrative Agent, as applicable, shall make such deductionsdeductions or withholdings, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent and such Lender evidence of such payment to the relevant taxing authority or other authority Governmental Authority in the manner provided in Section 3.11(d).

Payments Free and Clear. Any and all payments by the Borrower Issuer hereunder or under the Revolving Credit Notes shall be made made, in accordance with Section 1.1(d), free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender and the Administrative AgentHolder, income taxes imposed on its income, and franchise or similar taxes imposed on it, by (i) any jurisdiction (or political subdivision thereof) of which the Holder is a citizen or resident, (ii) the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (iithereof) in which the case of each LenderHolder is organized, income and franchise taxes imposed by the or (iii) any jurisdiction of such Lender's Lending Office (or any political subdivision thereof thereof) in which the Holder is presently doing business which taxes are imposed solely as a result of doing business in such jurisdiction (all such non-non excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "“Taxes"”). If the Borrower Issuer shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender or the Administrative AgentHolder, (Ai) the sum payable shall be increased as may be by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.112.1) such Lender or the Administrative Agent (as the case may be) receives Holder shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower Issuer shall make such deductions, deductions and (Ciii) the Borrower Issuer shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes shall be made made, in accordance with Section 4.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto excludingthereto, (i) in the case of each Lender and the Administrative AgentEXCLUDING, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income the Issuing Bank and the Agent, taxes imposed on its income, and franchise or similar taxes imposed on it, by (i) any jurisdiction (or political subdivision thereof) of which the Agent, the Issuing Bank or such Lender, as the case may be, is a citizen or resident or in which such Lender has an Applicable Lending Office, (ii) the jurisdiction of such Lender's Lending Office (or any political subdivision thereof thereof) in which the Agent, the Issuing Bank or such Lender is organized, or (iii) any jurisdiction (or political subdivision thereof) in which such Lender, the Issuing Bank or the Agent is presently doing business which taxes are imposed solely as a result of doing business in such jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "TaxesTAXES"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender the Lenders, the Issuing Bank or the Administrative Agent, Agent (Ai) the sum payable shall be increased as may be by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.114.06) such Lender Lender, the Issuing Bank or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower shall make such deductions, deductions and (Ciii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Notes or the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or Letter of Credit Note to any Lender or the Administrative Agent, (A) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.114.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower shall make such deductions, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Lawapplicable law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d4.11(d).

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes shall be made made, in accordance with Section 4.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income the Issuing Bank and the Agent, taxes imposed on its income, and franchise or similar taxes imposed on it, by (i) any jurisdiction (or political subdivision thereof) of which the Agent, the Issuing Bank or such Lender, as the case may be, is a citizen or resident or in which such Lender has an Applicable Lending Office, (ii) the jurisdiction of such Lender's Lending Office (or any political subdivision thereof thereof) in which the Agent, the Issuing Bank or such Lender is organized, or (iii) any jurisdiction (or political subdivision thereof) in which such Lender, the Issuing Bank or the Agent is presently doing business which taxes are imposed solely as a result of doing business in such jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "TaxesTAXES"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender the Lenders, the Issuing Bank or the Administrative Agent, Agent (Ai) the sum payable shall be increased as may be by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.114.06) such Lender Lender, the Issuing Bank or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower shall make such deductions, deductions and (Ciii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Notes or the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "TaxesTAXES"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or Letter of Credit Note to any Lender or the Administrative Agent, (A) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.11SECTION 4.17) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower shall make such deductions, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Lawapplicable law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(dSECTION 4.17(D).

Payments Free and Clear. Any Except as otherwise provided in Section 5.11(e), any and all payments by the any Borrower hereunder or under the Revolving Notes or the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's ’s Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "“Taxes"”). If the Borrower Borrowers shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or in respect of any Letter of Credit Note to any Lender or the Administrative Agent, (A) except as otherwise provided in Section 5.11(e), the sum payable shall be increased as may be necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional sums payable under this Section 3.115.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions or withholdings been made, (B) the Borrower Borrowers shall make such deductionsdeductions or withholdings, (C) the Borrower Borrowers shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Law, and (D) the Borrower Borrowers shall deliver to the Administrative Agent and such Lender evidence of such payment to the relevant taxing authority or other authority Governmental Authority in the manner provided in Section 3.11(d5.11(d).

Payments Free and Clear. Any Except as otherwise provided in Section 4.11(e), any and all payments by the any Borrower hereunder or under the Revolving Notes or the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower Borrowers shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or in respect of any Letter of Credit Note to any Lender or the Administrative Agent, (A) except as otherwise provided in Section 4.11(e), the sum payable shall be increased as may be necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional sums payable under this Section 3.114.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions or withholdings been made, (B) the Borrower Borrowers shall make such deductionsdeductions or withholdings, (C) the Borrower Borrowers shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Law, and (D) the Borrower Borrowers shall deliver to the Administrative Agent and such Lender evidence of such payment to the relevant taxing authority or other authority Governmental Authority in the manner provided in Section 3.11(d4.11(d).

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Notes or the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or Letter of Credit Note to any Lender or the Administrative Agent, (A) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.114.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower shall make such deductions, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d4.11(d).

Payments Free and Clear. Any and all payments by the Borrower Borrowers hereunder or under the Revolving Notes or the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the any Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or Letter of Credit Note to any Lender or the Administrative Agent, (A) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.114.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the such Borrower shall make such deductions, (C) the such Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Lawapplicable law, and (D) the such Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d4.11(d).

Payments Free and Clear. Any and all payments by the Borrower Borrowers hereunder or under the Revolving Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the United States of America, any political subdivision thereof, the jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower Borrowers shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender or the Administrative Agent, (A) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower Borrowers shall make such deductions, (C) the Borrower Borrowers shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Lawapplicable law, and (D) the Borrower Borrowers shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d).

Payments Free and Clear. Any and (a) The Borrower shall make all payments hereunder without set-off or counterclaim (except as permitted by the Borrower hereunder or under the Revolving Credit Notes shall be made Sections 9.5 and 12.19), free and clear of of, and without deduction for or on account of, any and all present Tax. If any Tax is deducted or future taxeswithheld from any payments, leviesexcept any Excluded Taxes, impoststhe Borrower shall promptly remit to the Agent on behalf of the Lenders, deductionsas payment of additional interest, charges the equivalent of the amounts so deducted or withholding, and all liabilities withheld together with the relevant official receipts or other evidence satisfactory to the Agent evidencing payment to the appropriate taxing authority of each such Tax by the Borrower with the intent being that the Lenders shall receive the full amount which would have been received by them had no such deduction or withholding been made. No additional amounts shall be payable by the Borrower under this Section 6.3(a) with respect thereto excludingto any Taxes which are payable otherwise than by withholding or deduction from payments hereunder. (b) In the event the Borrower has made a payment pursuant to Section 6.3(a), then (i) in the case relevant Lender shall take reasonable steps to make such applications or other filings (including for greater certainty, the filing of each Lender and the Administrative Agenta Canadian income tax return) so as to obtain a reduction or refund of any such withheld or deducted amounts, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in where the case of each Lenderrelevant Lender is thereafter granted or receives a credit, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office refund or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or remission in respect of the Tax for which the relevant deduction or withholding was made, such Lender shall refund to the Borrower such amount (if any) as such Lender determines in good faith will leave such Lender in no worse position than would have been the case if there had never been any sum payable hereunder obligation to make such deduction or withholding in the first place. For greater certainty, a Lender shall be entitled to fully recover from the Borrower, as payments of additional interest, all reasonable costs and expenses associated with any applications or other filings prepared as a result of this Section 6.3(b). No Lender shall be obligated to provide to the Borrower copies of all or any part of its tax returns, financial statements or other corporate financial data by reason of any such matter. (c) If a payment made to a Lender under any Revolving Credit Note Loan Document would be subject to any U.S. federal withholding Tax imposed by FATCA or Canadian equivalent legislation, regulations or other guidance if such Lender were to fail to comply with the applicable reporting requirements of FATCA or Canadian equivalent legislation, regulations or other guidance (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable, or the Administrative AgentIncome Tax Act (Canada)), such Lender shall deliver to the Borrower and/or the Agent (Aas applicable) at the sum payable shall be increased time or times prescribed by Applicable Law and at such time or times reasonably requested by the Borrower or the Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Agent as may be necessary so for the Borrower and the Agent to comply with their obligations under FATCA or Canadian equivalent legislation, regulations or other guidance and to determine that after making all required deductions such Lender has complied with such Lender’s obligations under FATCA or Canadian equivalent legislation, regulations or other guidance (including deductions applicable or is exempt from withholding thereunder) or to additional sums payable under determine the amount to deduct and withhold from such payment. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Agent in writing of its legal inability to do so. (d) The provisions of this Section 3.11) such Lender or 6.3 shall survive the Administrative Agent (as termination of the case may be) receives an amount equal Agreement and the repayment of the Borrowings, accrued interest and all other indebtedness of the Borrower to the amount such party would have received had no such deductions been made, (B) Agent and the Borrower shall make such deductions, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)Lenders hereunder.

Payments Free and Clear. Any and all payments by the Borrower Borrowers hereunder or under the Revolving any Note or Letter of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof (excluding taxes imposed on the basis of net income) and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's ’s Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "“Taxes"”). If the Borrower Borrowers shall be required by law or applicable treaty to deduct and withhold any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or Letter of Credit Note to any Lender or the Administrative Agent, (A) the sum payable shall be increased as may be necessary so that after making all required deductions and withholdings (including including, without limitation, deductions and withholdings applicable to additional sums payable under this Section 3.114.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower Borrowers shall make such deductionsdeductions and withholdings, (C) the Borrower Borrowers shall pay the full amount deducted and withheld to the relevant taxing authority or other authority in accordance with Applicable Law, and (D) the Borrower Borrowers shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)4.11(d) hereof.

Payments Free and Clear. Any and all payments by the Borrower Borrowers hereunder or under the Revolving Note or the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's ’s Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "“Taxes"”). If the Borrower Borrowers shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under the Note or any Revolving Letter of Credit Note to any Lender or the Administrative Agent, (A) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.114.9) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower Borrowers shall make such deductions, (C) the Borrower Borrowers shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Lawapplicable law, and (D) the Borrower Borrowers shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d4.9(d).

Payments Free and Clear. Any and all payments by the Borrower Borrowers hereunder or under the Revolving Notes or the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or and the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's ’s Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "“Taxes"”). If the Borrower Borrowers shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or Letter of Credit Note to any Lender or the Administrative Agent, : (A) the sum payable shall be increased as may be necessary so that after making all required deductions (including without limitation deductions applicable to additional sums payable under this Section 3.114.9) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party it would have received had no such deductions been made, ; (B) the Borrower Borrowers shall make such deductions, ; (C) the Borrower Borrowers shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Law, applicable law; and (D) the Borrower Borrowers shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)4.9(d) hereof.

Payments Free and Clear. Any and all payments by the Borrower Borrowers ----------------------- hereunder or under the Revolving Notes or the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower Borrowers shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or in respect of any Letter of Credit Note to any Lender or the Administrative Agent, (A) the sum payable shall be increased as may be necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional sums payable under this Section 3.115.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower Borrowers shall make such deductions, (C) the Borrower Borrowers shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Law, and (D) the Borrower Borrowers shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority Governmental Authority in the manner provided in Section 3.11(d5.11(d).

Payments Free and Clear. Any Except as otherwise provided in Section 5.11(e), any and all payments by the Borrower hereunder or under the Revolving Notes or in respect of the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's ’s Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "“Taxes"”). If the Borrower shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or in respect of any Letter of Credit Note to any Lender or the Administrative Agent, (A) except as otherwise provided in Section 5.11(e), the sum payable shall be increased as may be necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional sums payable under this Section 3.115.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions or withholdings been made, (B) the Borrower shall make such deductionsdeductions or withholdings, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent and such Lender evidence of such payment to the relevant taxing authority or other authority Governmental Authority in the manner provided in Section 3.11(d5.11(d).

Payments Free and Clear. Any and all payments by the Borrower each Obligor hereunder or under the Revolving Credit Notes shall be made made, in accordance with Section 4.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income the Issuing Bank and the Agents, taxes imposed on its income, and franchise or similar taxes imposed on it ("Excluded Taxes"), by (i) the jurisdiction of such Lender's Lending Office United States or Canada (or any political subdivision thereof thereof), (ii) any jurisdiction (or political subdivision thereof) of which either of the Agents, the Issuing Bank or such Lender, as the case may be, is a citizen or resident or in which such Lender has an Applicable Lending Office, (iii) the jurisdiction (or any political subdivision thereof) in which either of the Agents, the Issuing Bank or such Lender is organized, or (iv) any jurisdiction (or political subdivision thereof) in which such Lender, the Issuing Bank or either of the Agents is presently doing business which taxes are imposed solely as a result of doing business in such jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower any Obligor shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to the Lenders, the Issuing Bank or under any Revolving Credit Note to any Lender or either of the Administrative AgentAgents, (Ai) the sum payable shall be increased as may be by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.114.06) such Lender Lender, the Issuing Bank or either of the Administrative Agent Agents (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower such Obligor shall make such deductions, deductions and (Ciii) the Borrower such Obligor shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by the Borrower ----------------------- hereunder or under the Revolving Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, excluding (i) in taxes imposed on or measured by the case overall net income of each any Lender and or its Lending Office or the Administrative Agent or the Administrative Agent's Office, income as the case may be, and all franchise or similar taxes imposed measured by capital or net worth of such Lender or its Lending Office or the Administrative Agent or the Administrative Agent's Office, as the case may be, in each case imposed: (A) by the jurisdiction under the laws of which such Lender or the Administrative Agent (Agent, as the case may be, is organized, or in which its principal executive office is located, (B) by the jurisdiction in which the Lending Office of such Lender or the Administrative Agent's Office, as applicable, is organized located or is (C) solely by reason of such Lender or should be qualified to do the Administrative Agent, as the case may be, doing business in the jurisdiction imposing such tax, other than as a result of this Agreement or any political subdivision thereof Note or any transaction contemplated hereby and (ii) in the case of each Lender, income and franchise taxes any United States withholding tax imposed by on such payments but only to the jurisdiction of extent that such Lender's Lending Office or any political subdivision thereof Lender is subject to United States withholding tax at the time such Lender first becomes a party to this Agreement (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note or to any Lender or the Administrative Agent, (A) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower shall make such deductions, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Lawapplicable law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d3.11(e).

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Notes or the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or Letter of Credit Note to any Lender or the Administrative Agent, (A) the sum payable shall be increased as may be necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional sums payable under this Section 3.114.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions or withholdings been made, (B) the Borrower shall make such deductions, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority deductions or other authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d).withholdings,

Payments Free and Clear. Any and all (a) All payments by the Borrower hereunder or under the Revolving Credit Notes this Guaranty shall be made in U.S. Dollars and without any deduction or withholding for or on account of any tax imposed upon Beneficiary or the Guarantor unless such deduction or withholding is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, then in effect. If the Guarantor is so required to deduct or withhold, then the Guarantor will (i) pay to the relevant authorities the full amount required to be deducted or withheld (including the full amount of tax required to be deducted or withheld from any additional amount paid by the Guarantor to the Beneficiary under this Section 2.5) promptly upon the earlier of determining that such deduction or withholding is required or receiving notice that such an amount has been assessed against the Beneficiary, and in any event before penalties attach thereto or interest accrues thereon, (ii) promptly forward to the Beneficiary an official receipt (or certified copy), or other documentation reasonably acceptable to the Beneficiary, evidencing such payment to such authorities and, (iii) in addition to the payment which the Beneficiary is otherwise entitled under this Guaranty, if such withholding is on account of any tax imposed upon Guarantor, pay to the Beneficiary such additional amount as is necessary to ensure that the net amount actually received by the Beneficiary (free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (itaxes assessed against the Guarantor) in will equal the case of each Lender and full amount the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender or the Administrative Agent, (A) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party Beneficiary would have received had no such deductions deduction or withholding been maderequired. (b) If (i) the Guarantor is required to make any deduction or withholding on account of any tax from any payment made by it under this Guaranty, (Bii) the Borrower shall Guarantor does not make such deductions, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority deduction or other authority in accordance with Applicable Lawwithholding, and (Diii) a liability for or on account of the Borrower tax is therefore assessed directly against the Beneficiary, the Guarantor shall deliver pay to the Administrative Agent evidence Beneficiary, promptly after demand, the amount of such payment to the relevant taxing authority liability (including any related liability for interest or other authority in the manner provided in Section 3.11(dpenalties).

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes shall be made made, in accordance with SECTION 4.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income the Issuing Bank and the Administrative Agent, taxes imposed on its income, and franchise or similar taxes imposed on it, by (i) any jurisdiction (or political subdivision thereof) of which the Administrative Agent, the Issuing Bank or such Lender, as the case may be, is a citizen or resident or in which such Lender has an Applicable Lending Office, (ii) the jurisdiction of such Lender's Lending Office (or any political subdivision thereof thereof) in which the Administrative Agent, the Issuing Bank or such Lender is organized, or (iii) any jurisdiction (or political subdivision thereof) in which such Lender, the Issuing Bank or the Administrative Agent is presently doing business which taxes are imposed solely as a result of doing business in such jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender the Lenders, the Issuing Bank or the Administrative Agent, Agent (Ai) the sum payable shall be increased as may be by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.11SECTION 4.06) such Lender Lender, the Issuing Bank or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower shall make such deductions, deductions and (Ciii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by each of the Borrower Borrowers hereunder or under the Revolving Credit Notes Note shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, excluding income and franchise taxes imposed by the jurisdiction under the laws of which such Lender the Administrative Agent, any Lender, or the Administrative Agent (as the case may be) European Swingline Lender is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings with each of the Borrowers and liabilities being hereinafter referred to as "Taxes"). If any of the Borrower Borrowers shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender or the Administrative Agent, any Lender, or the European Swingline Lender, (A) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.113.10) such Lender the Administrative Agent, any Lender, or the Administrative Agent (as the case may be) European Swingline Lender receives an amount equal to the amount such party the Lender would have received had no such deductions been made, (B) the such Borrower shall make such deductions, (C) the such Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Law, and (D) the such Borrower shall deliver to the Administrative Agent Agent, any Lender, or the European Swingline Lender evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d3.10(d).

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Notes or the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed on (or measured by) its net income by the United States of America or by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or its principal office is located or is or should be qualified to do business or any political subdivision thereof thereof, or in the case of any Lender, in which its applicable Lending Office is located (PROVIDED, however, that no Lender shall be deemed to be located in any jurisdiction solely as a result of taking any action related to this Agreement, the Notes or Letters of Credit) and (ii) in the case of each Lender, income and franchise taxes any branch profits tax imposed by the jurisdiction United States of such Lender's Lending Office America or any political subdivision thereof similar tax imposed by any other jurisdiction described in clause (i) above (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "TaxesTAXES"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or Letter of Credit Note to any Lender or the Administrative Agent, (A) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.114.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower shall make such deductions, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Lawapplicable law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the 42 manner provided in Section 3.11(d4.11(d). The Borrower shall not, however, be required to pay any amounts pursuant to clause (A) of the preceding sentence to any Foreign Lender or the Administrative Agent not organized under the laws of the United States of America or a state thereof (or the District of Columbia) if such Foreign Lender or the Administrative Agent fails to comply with the requirements of paragraph (e) of this Section 4.11.

Payments Free and Clear. Any and all payments by the Borrower ----------------------- hereunder or under the Revolving Notes or the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or Letter of Credit Note to any Lender or the Administrative Agent, (A) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.114.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower shall make such deductions, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Lawapplicable law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d4.11(d).

Payments Free and Clear. Any and all payments by the Borrower or any Guarantor hereunder or under the Revolving Credit Notes shall be made made, in accordance with Section 4.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income the Issuing Bank and the Administrative Agent, taxes imposed on or measured by its income, and franchise or similar taxes imposed on it, by any jurisdiction, taxes imposed by the any jurisdiction as a direct consequence of such Lender's Lending Office it, or any political subdivision thereof of its Affiliates, having a present or former connection with such jurisdiction, including without limitation, being organized, existing or qualified to do business, doing business or maintaining a permanent establishment or office in such jurisdiction, and taxes imposed by reason of its failure to comply with any applicable certification, identification, information, documentation or other reporting requirement (all such non-excluded -39- taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender the Lenders, the Issuing Bank or the Administrative Agent, Agent (Ai) the sum payable shall be increased as may be by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.114.06) such Lender Lender, the Issuing Bank or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower shall make such deductions, deductions and (Ciii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Notes or the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's ’s Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "“Taxes"”). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or Letter of Credit Note to any Lender or the Administrative Agent, (A) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.114.16) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower shall make such deductions, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Lawapplicable law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d4.16(d). Any Lender for which any such payment shall have been made shall promptly remit to the Borrower the amount of any excess benefit such Lender receives by reason of such payment.

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes shall be made made, in accordance with SECTION 4.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income the Issuing Bank and the Administrative Agent, taxes imposed on its income, and franchise or similar taxes imposed on it, by (i) any jurisdiction (or political subdivision thereof) of which the Administrative Agent, the Issuing Bank or such Lender, as the case may be, is a citizen or resident or in which such Lender has an Applicable Lending Office, (ii) the jurisdiction of such Lender's Lending Office (or any political subdivision thereof thereof) in which the Administrative Agent, the Issuing Bank or such Lender is organized, or (iii) any jurisdiction (or political subdivision thereof) in which such Lender, the Issuing Bank or the Administrative Agent is presently doing business which taxes are imposed solely as a result of doing business in such jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "TaxesTAXES"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender the Lenders, the Issuing Bank or the Administrative Agent, Agent (Ai) the sum payable shall be increased as may be by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.11SECTION 4.06) such Lender Lender, the Issuing Bank or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower shall make such deductions, deductions and (Ciii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by the Borrower or any Guarantor hereunder or under the Revolving Credit Notes shall be made made, in accordance with Section 4.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income the Issuing Bank and the Administrative Agent, taxes imposed on or measured by its income, and franchise or similar taxes imposed on it, by any jurisdiction, taxes imposed by the any jurisdiction as a direct consequence of such Lender's Lending Office it, or any political subdivision thereof of its Affiliates, having a present or former connection with such jurisdiction, including without limitation, being organized, existing or qualified to do business, doing business or maintaining a permanent establishment or office in such jurisdiction, and taxes imposed by reason of its failure to comply with any applicable certification, identification, information, documentation or other reporting requirement (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender the Lenders, the Issuing Bank or the Administrative Agent, Agent (Ai) the sum payable shall be increased as may be by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.114.06) such Lender Lender, the Issuing Bank or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower shall make such deductions, deductions and (Ciii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes shall be made made, in accordance with Section 4.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto excludingthereto, (i) in the case of each Lender and the Administrative AgentEXCLUDING, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income the Issuing Bank and the Agent, taxes imposed on its income, and franchise or similar taxes imposed on it, by (i) any jurisdiction (or political subdivision thereof) of which the Agent, the Issuing Bank or such Lender, as the case may be, is a citizen or resident or in which such Lender has an Applicable Lending Office, (ii) the jurisdiction of such Lender's Lending Office (or any political subdivision thereof thereof) in which the Agent, the Issuing Bank or such Lender is organized, or (iii) any jurisdiction (or political subdivision thereof) in which such Lender, the Issuing Bank or the Agent is presently doing business which taxes are imposed solely as a result of doing business in such jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "TaxesTAXES"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender the Lenders, the Issuing Bank or the Administrative Agent, Agent (Ai) the sum payable shall be increased as may be by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.114.06) such Lender Lender, the Issuing Bank or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower shall make such deductions, deductions and (Ciii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, applicable law and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to provide the relevant taxing authority or other authority in the manner provided in Section 3.11(d)Lender with a receipt thereof.

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and thereof, (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof and (iii) in the case of each Lender and the Agent, income and franchise taxes imposed by the United States (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender or the Administrative Agent, (A) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower shall make such deductions, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Lawapplicable law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d).

Payments Free and Clear. Any and all payments by the Borrower hereunder or under on account of the Revolving Credit Notes Secured Obligations shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (ia) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (iib) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office lending office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "TaxesTAXES"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or Letter of Credit Note to any Lender or the Administrative Agent, (Ai) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.111.12) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (Bii) the Borrower shall make such deductions, (Ciii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Lawapplicable law, and (Div) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)Subsection 1.12.

Payments Free and Clear. Any and all payments by each of the Borrower Borrowers hereunder or under the Revolving Credit Notes Note shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, excluding income and franchise taxes imposed by the jurisdiction under the laws of which such Lender the -47- Administrative Agent, any Lender, or the Administrative Agent (as the case may be) European Swingline Lender is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings with each of the Borrowers and liabilities being hereinafter referred to as "Taxes"). If any of the Borrower Borrowers shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender or the Administrative Agent, any Lender, or the European Swingline Lender, (A) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.113.10) such Lender the Administrative Agent, any Lender, or the Administrative Agent (as the case may be) European Swingline Lender receives an amount equal to the amount such party the Lender would have received had no such deductions been made, (B) the such Borrower shall make such deductions, (C) the such Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Law, and (D) the such Borrower shall deliver to the Administrative Agent Agent, any Lender, or the European Swingline Lender evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d3.10(d).

Payments Free and Clear. Any and all payments by the Borrower any Obligor hereunder or under the Revolving Credit Notes any other Loan Document shall be made made, in accordance with Section 4.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender and the Administrative AgentAgents, income taxes imposed on its income, and franchise or similar taxes imposed on it, by (i) any jurisdiction (or political subdivision thereof) of which the Agents or such Lender, as the case may be, is a citizen or resident (ii) the jurisdiction under (or any political subdivision thereof) in which the laws of Agents or such Lender is organized, or (iii) any jurisdiction (or political subdivision thereof) in which such Lender or the Administrative Agent (Agents is presently doing business which taxes are imposed solely as the case may be) is organized or is or should be qualified to do a result of doing business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the such jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower such Obligor shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender the Lenders or the Administrative Agent, Agents: (Ai) the sum payable shall be increased as may be by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.114.06) such Lender or the Administrative Agent Agents (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower such Obligor shall make such deductions, deductions and (Ciii) the Borrower such Obligor shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by the Borrower hereunder Company under this Agreement or under the Revolving Credit Notes any other Financing Document shall be made made, in accordance with Section 2.13, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income the Administrative Agent and each Issuing Bank, taxes imposed on its income, and franchise or similar taxes imposed on it, by (i) any jurisdiction (or political subdivision thereof) of which the jurisdiction Administrative Agent, such Issuing Bank or such Lender, as the case may be, is a citizen or resident or in which such Lender has a permanent establishment (or is otherwise engaged in the active conduct of its banking business through an office or a branch) which is such Lender's applicable Lending Office Office, (ii) the jurisdiction (or any political subdivision thereof thereof) in which the Administrative Agent, such Issuing Bank or such Lender is organized, or (iii) any jurisdiction (or political subdivision thereof) in which such Lender, such Issuing Bank or the Administrative Agent is presently doing business which taxes are imposed solely as a result of doing business in such jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities so arising out of payments by the Company being hereinafter referred to as "Taxes"). If the Borrower Company shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender the Lenders, the Issuing Banks or the Administrative Agent, Agent (Ai) the sum payable shall be increased as may be by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.112.20) such Lender Lender, such Issuing Bank or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower Company shall make such deductions, deductions and (Ciii) the Borrower Company shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any Except as otherwise provided in Section 5.11(e), any and all payments by the any Borrower hereunder or under the Revolving Notes or the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower Borrowers shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or in respect of any Letter of Credit Note to any Lender or the Administrative Agent, (A) except as otherwise provided in Section 5.11(e), the sum payable shall be increased as may be necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional sums payable under this Section 3.115.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions or withholdings been made, (B) the Borrower Borrowers shall make such deductionsdeductions or withholdings, (C) the Borrower Borrowers shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Law, and (D) the Borrower Borrowers shall deliver to the Administrative Agent and such Lender evidence of such payment to the relevant taxing authority or other authority Governmental Authority in the manner provided in Section 3.11(d5.11(d).

Payments Free and Clear. Any and all payments by the Borrower Borrowers ----------------------- hereunder or under the Revolving Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-non- excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the any Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender or the Administrative Agent, (A) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.113.10) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the such Borrower shall make such deductions, (C) the such Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Law, and (D) the such Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d3.10(d).

Payments Free and Clear. Any and all payments by the Borrower Borrowers hereunder or under the Revolving Credit Notes or the Letters of Credit shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income income, gross receipts and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's ’s Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "“Taxes"”). If the Borrower Borrowers shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or Letter of Credit Note to any Lender or the Administrative Agent, (A) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.114.12) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower Borrowers shall make such deductions, (C) the Borrower Borrowers shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Law, and (D) the Borrower Borrowers shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d4.12(d).. WB/Neighborhoods Second Modified and Restated Loan Agreement

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes or the Letters of Credit shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Revolving Credit Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Revolving Credit Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Revolving Credit Lender, income and franchise taxes imposed by the 49 jurisdiction of such Revolving Credit Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note or Letter of Credit to any Revolving Credit Lender or the Administrative Agent, (A) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.114.10) such Revolving Credit Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower shall make such deductions, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d4.10(d).

Payments Free and Clear. Any Except as otherwise provided in Section 5.11(e), any and all payments by the Borrower hereunder or under the Revolving Notes or the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's ’s Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "“Taxes"”). If the Borrower shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or in respect of any Letter of Credit Note to any Lender or the Administrative Agent, (A) except as otherwise provided in Section 5.11(e), the sum payable shall be increased as may be necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional sums payable under this Section 3.115.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions or withholdings been made, (B) the Borrower shall make such deductionsdeductions or withholdings, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent and such Lender evidence of such payment to the relevant taxing authority or other authority Governmental Authority in the manner provided in Section 3.11(d5.11(d).

Payments Free and Clear. Any and all payments by the Borrower hereunder ----------------------- under this Agreement or under the Revolving Credit Notes any other Financing Document shall be made made, in accordance with Section 2.13, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, (i) in the case --------- of each Lender and the Administrative Agent, taxes imposed on or measured by its income or receipts, and franchise or similar taxes imposed on it, by (i) any jurisdiction (or political subdivision thereof) of which the Administrative Agent or such Lender, as the case may be, is a citizen or resident or in which such Lender has a permanent establishment (or is otherwise engaged in the active conduct of its banking business through an office or a branch) which is such Lender's applicable Lending Office, (ii) the jurisdiction under (or any political subdivision thereof) in which the laws of Administrative Agent or such Lender is organized, or (iii) any jurisdiction (or political subdivision thereof) in which such Lender or the Administrative Agent (is presently doing business which taxes are imposed solely as the case may be) is organized or is or should be qualified to do a result of doing business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the such jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities so arising out of payments by the Borrower being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any ----- Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender the Lenders or the Administrative Agent, Agent (Ai) the sum payable shall be increased as may be by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.112.20) such Lender or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower shall make such deductions, and (Ciii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any Except as otherwise provided in Section 4.11(c), any and all payments by the Borrower hereunder or under the Revolving Notes or the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or in respect of any Letter of Credit Note to any Lender or the Administrative Agent, (A) except as otherwise provided in Section 4.11(e), the sum payable shall be increased as may be necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional sums payable under this Section 3.114.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions or withholdings been made, (B) the Borrower shall make such deductionsdeductions or withholdings, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent and such Lender evidence of such payment to the relevant taxing authority or other authority Governmental Authority in the manner provided in Section 3.11(d4.11(d).

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes shall be made made, in accordance with Section 4 .01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender and the Administrative Agent, income taxes imposed on its income, and franchise or similar taxes imposed on it, by (i) any jurisdiction (or political subdivision thereof) of which the Agent or such Lender, as the case may be, is a citizen or resident or in which such Lender has an Applicable Lending Office, (ii) the jurisdiction under (or any political subdivision thereof) in which the laws of Agent or such Lender is organized, or (iii) any jurisdiction (or political subdivision thereof) in which such Lender or the Administrative Agent (is presently doing business in which taxes are imposed solely as the case may be) is organized or is or should be qualified to do a result of doing business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the such jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender the Lenders or the Administrative Agent, Agent (Ai) the sum payable shall be increased as may be by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.114.06) such Lender or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower shall make such deductions, deductions and (Ciii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such the Issuing Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter herein after referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender or the Administrative AgentLetter of Credit, (Ai) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.113.4) such the Issuing Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (Bii) the Borrower shall make such deductions, (Ciii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Law, and (Div) the Borrower shall deliver to the Administrative Agent Issuing Lender evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d3.4(d).

Payments Free and Clear. Any Unless otherwise required by Applicable Law, any and all payments by the Borrower hereunder or under the Revolving Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender or the Administrative Agent, (A) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.114.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower shall make such deductions, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Lawapplicable law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d4.11(d).

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes shall be made made, in accordance with Section 4.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto resulting from a Regulatory Change, excluding, (i) in the case of each Lender and the Administrative Agent, income taxes imposed on its income, and franchise or similar taxes imposed on it, by (i) any jurisdiction (or political subdivision thereof) of which the Agent or such Lender, as the case may be, is a citizen or resident or in which such Lender has an Applicable Lending Office, (ii) the jurisdiction under (or any political subdivision thereof) in which the laws of Agent or such Lender is organized, or (iii) any jurisdiction (or political subdivision thereof) in which such Lender or the Administrative Agent (is presently doing business which taxes are imposed solely as the case may be) is organized or is or should be qualified to do a result of doing business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the such jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender the Lenders or the Administrative Agent, Agent (Ai) the sum payable shall be increased as may be by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.114.04) such Lender or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower shall make such deductions, deductions and (Ciii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all (a) All payments by the Borrower hereunder or under the Revolving Credit Notes this Guaranty shall be made without any deduction or withholding for or on account of any tax unless such deduction or withholding is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, then in effect. If Guarantor is so required to deduct or withhold, then Guarantor will (i) pay to the relevant authorities the full amount required to be deducted or withheld, (ii) promptly forward to BNPP an official receipt (or a certified copy), or other documentation reasonably acceptable to BNPP, evidencing such payment to such authorities and, (iii) in addition to the payment to which BNPP is otherwise entitled under this Guaranty, pay to BNPP such additional amount as is necessary to ensure that the net amount actually received by BNPP (free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges whether assessed against BNPP or withholding, and all liabilities with respect thereto excluding, (iGuarantor) in will equal the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender or the Administrative Agent, (A) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.11) such Lender or the Administrative Agent (as the case may be) receives an full amount equal to the amount such party BNPP would have received had no such deductions deduction or withholding been maderequired but only to the extent BNPP would have been entitled to any additional “gross-up” amount under the Agreement for any amounts payable thereunder to which the payment under this Guaranty relates. (b) If (i) Guarantor is required to make any deduction or withholding on account of any tax from any payment made by it under this Guaranty, (Bii) Guarantor does not make the Borrower shall make such deductionsdeduction or withholding and (iii) a liability for or on account of the tax is therefore assessed directly against BNPP, (C) the Borrower Guarantor shall pay to BNPP, promptly after demand, the full amount deducted of the liability (including any related liability for interest or penalties) but only to the relevant taxing authority extent BNPP would have been entitled to any such tax indemnification or other authority in accordance with Applicable Law, and (D) reimbursement payment under the Borrower shall deliver Agreement for any amounts payable thereunder to which the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)under this Guaranty relates.

Payments Free and Clear. Any and all payments by the Borrower Co-Borrowers hereunder or under the Revolving Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender Lender, Issuing Bank and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender Lender, the Issuing Bank or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each LenderLender or the Issuing Bank, income and franchise taxes imposed by the jurisdiction of such Lender's or Issuing Bank's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the any Co- Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender Lender, Issuing Bank or the Administrative Agent, (A) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.113.10) such Lender Lender, the Issuing Bank or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the such Co-Borrower shall make such deductions, (C) the such Co-Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Law, and (D) the such Co-Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d3.10(d). Notwithstanding the foregoing, "Taxes" shall not include any taxes, levies, imposts, duties, deductions, fees, charges or withholdings which are the result of any one or more of the following events: (A) the failure of the applicable Lenders or the Issuing Bank to properly or timely file any tax return required to be filed by such Lenders or the Issuing Bank, (B) any transfer of the Lender's Commitment Percentage or the Notes, or any part thereof, or any participation therein, by the Lenders, or (C) the gross negligence or willful misconduct of the applicable Lenders or the Issuing Bank or any Affiliate of any of them or any breach by such Lenders or the Issuing Bank of their obligations hereunder.

Payments Free and Clear. Any and all payments by the Borrower hereunder ----------------------- under this Agreement or under the Revolving Credit Notes any other Financing Document shall be made made, in accordance with Section 2.13, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, in the case --------- of the Administrative Agent and each Lender, taxes imposed on or measured by its income or receipts, and franchise or similar taxes imposed on it, by (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the any jurisdiction under the laws (or political subdivision thereof) of which such Lender or the Administrative Agent (or such Lender, as the case may be) , is organized a citizen or resident or in which such Lender has a permanent establishment (or is otherwise engaged in the active conduct of its banking business through an office or should be qualified to do business a branch) which is such Lender's applicable Lending Office, (ii) the jurisdiction (or any political subdivision thereof and (iithereof) in which the case of each LenderAdministrative Agent or such Lender is organized, income and franchise taxes imposed by the or (iii) any jurisdiction of such Lender's Lending Office (or any political subdivision thereof thereof) in which the Administrative Agent or such Lender is presently doing business which taxes are imposed solely as a result of doing business in such jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities so arising out of payments by the Borrower being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any ----- Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender the Lenders or the Administrative Agent, Agent (Ai) the sum payable shall be increased as may be by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.112.20) such Lender or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower shall make such deductions, and (Ciii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by the Borrower hereunder Borrowers under this Agreement or under the Revolving Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, franchise or excise taxes, levies, imposts, deductions, charges or withholdingwithholding imposed by the United States, and all liabilities with respect thereto excluding, (i) in the case of each Lender Bank and the Administrative Agent, income and franchise taxes on net income (including any so-called branch profits taxes) imposed by the jurisdiction under the laws of which such Lender Bank or the Administrative Agent (as the case may be) is organized or is is, or should be (as evidenced by a final, non-appealable determination by the relevant taxing authority or other governmental authority), qualified to do business or any political subdivision thereof and (ii) in the case of each LenderBank, income and franchise taxes on net income (including any so-called branch profits taxes) imposed by the jurisdiction of such LenderBank's Lending Office lending office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Non- Excluded Taxes"). If the any Borrower shall be required by law to deduct any Non- Excluded Taxes from or in respect of any sum payable hereunder under this Agreement or under any Revolving Credit Note to any Lender Bank or the Administrative Agent, (A) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.112.15) such Lender Bank or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the such Borrower shall make such deductions, and (C) the such Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Law, and (D) the Borrower applicable law. Amounts payable under this Section 2.15 shall deliver to the Administrative Agent evidence not duplicate amounts payable under Section 8.03 of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)this Agreement.

Payments Free and Clear. Any and all payments by the Borrower Borrowers hereunder or under the Revolving Notes or the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto (including, without limitation, all claims, penalties, costs and expenses resulting from any failure to withhold or pay, or any delay in withholding or paying, any of the foregoing amounts) excluding, (i) in the case of each Lender and the Administrative each Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof of such jurisdiction or country which includes such jurisdiction (it being expressly acknowledged by the Borrowers that each Agent and each Lender are not qualified, nor should they be qualified, for purposes of this Section 4.12(a) or for any other Section of this Agreement, to do business in Canada or any political subdivision thereof) and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof of such jurisdiction or country which includes such jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the any Borrower shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or Letter of Credit Note to any Lender or the Administrative any Agent, (A) the sum payable shall be increased as may be necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional sums payable under this Section 3.114.12) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions or withholdings been made, (B) the such Borrower shall make such deductionsdeductions or withholdings , (C) the such Borrower shall pay the full amount deducted or withheld to the relevant taxing authority or other authority in accordance with Applicable Lawapplicable law, and (D) the such Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d4.12(d). If, for any reason, any Borrower or Borrowers do not pay or remit such Taxes or do not for any reason pay any additional sums payable to any Lender or any Agent under this Section 4.12, the interest payable by such Borrower or Borrowers under this Agreement will be increased to the rate or rates necessary to yield and remit to such Lender or Agent the principal sum advanced together with interest at the applicable rate or rates specified in this Agreement after provision for payment of such Taxes. The Borrowers shall, from time to time, execute and deliver any and all further documents as may be necessary or advisable to give full force and effect to such increase in the rate or rates of interest.

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes shall be made made, in accordance with Section 4.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income taxes imposed on its income, and franchise or similar taxes imposed on it, by (i) any jurisdiction (or political subdivision thereof) of which the Agent or such Lender, as the case may be, is a citizen or resident or in which such Lender has an Applicable Lending Office, (ii) the jurisdiction under (or any political subdivision thereof) in which the laws of Agent or such Lender is organized, or (iii) any jurisdiction (or political subdivision thereof) in which such Lender or the Administrative Agent (is presently doing business which taxes are imposed solely as the case may be) is organized or is or should be qualified to do a result of doing business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the such jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender the Lenders or the Administrative Agent, Agent (Ai) the sum payable shall be increased as may be by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.114.06) such Lender or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower shall make such deductions, deductions and (Ciii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any Except as otherwise provided in Section 4.11(e), any and all payments by the any Borrower hereunder or under the Revolving Notes or the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and thereof, (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's ’s Lending Office or any political subdivision thereof and (iii) any U.S. federal withholding taxes imposed under FATCA (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "“Taxes"”). If the Borrower any Withholding Agent shall be required by law any Applicable Law (as determined in the good faith discretion of the applicable Withholding Agent) to deduct or withhold any Taxes from or in respect of any sum payable hereunder or under any Revolving Loan Document or in respect of any Letter of Credit Note to any Lender or the Administrative Agent, (A) except as otherwise provided in Section 4.11(e), the sum payable shall be increased as may be necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional sums payable under this Section 3.114.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions or withholdings been made, (B) the Borrower applicable Withholding Agent shall make such deductions, (C) the Borrower deductions or withholdings and shall pay the full amount deducted or withheld to the relevant taxing authority or other authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d).

Payments Free and Clear. Any and all (a) All payments by the Borrower hereunder or under the Revolving Credit Notes this Guaranty shall be made without any deduction or withholding for or on account of any Tax unless such deduction or withholding is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, then in effect. If Guarantor is so required to deduct or withhold, then Guarantor will (i) pay to the relevant authorities the full amount required to be deducted or withheld (including any Tax required to be deducted or withheld from any additional amount payable to Barclays under this Section 3 upon the earlier of determining that such deduction or withholding is required or receiving notice that such amount has been assessed against Barclays, and in any event before penalties attach thereto or interest accrues thereon), (ii) promptly forward to Barclays an official receipt (or a certified copy), or other documentation reasonably acceptable to Barclays, evidencing such payment to such authorities and, (iii) in addition to the payment to which Barclays is otherwise entitled under this Guaranty, pay to Barclays such additional amount as is necessary to ensure that the net amount actually received by Barclays (free and clear of and without deduction for any and all present Taxes, whether assessed against Barclays or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (iGuarantor) in will equal the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender or the Administrative Agent, (A) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.11) such Lender or the Administrative Agent (as the case may be) receives an full amount equal to the amount such party Barclays would have received had no such deductions deduction or withholding been maderequired but only to the extent Barclays would have been entitled to any additional “gross-up” amount under the Agreement for any amounts payable thereunder to which the payment under this Guaranty relates. (b) If (i) Guarantor is required to make any deduction or withholding on account of any Tax from any payment made by it under this Guaranty, (Bii) Guarantor does not make the Borrower shall make such deductionsdeduction or withholding and (iii) a liability for or on account of the Tax is therefore assessed directly against Barclays, (C) the Borrower Guarantor shall pay to Barclays, promptly after demand, the full amount deducted of the liability (including any related liability for interest or penalties) but only to the relevant taxing authority extent Barclays would have been entitled to any such tax indemnification or other authority in accordance with Applicable Law, and (D) reimbursement payment under the Borrower shall deliver Agreement for any amounts payable thereunder to which the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)under this Guaranty relates.

Payments Free and Clear. Any and all payments by the Borrower hereunder any Credit Party under any Loan Document or under the Revolving Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excludingthereto, excluding (i) in the case of each Lender and the Administrative Agent, income and income, franchise or similar taxes imposed on (or measured by) its income imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and Governmental Authority, (ii) in the case of each Lender, income and franchise any withholding taxes payable with respect to payments hereunder or under the other Loan Documents under Applicable Laws (including, without limitation, any statute, treaty, ruling, determination or regulation) in effect on the Closing Date for such Lender (or such later date on which such Lender becomes a Lender hereunder) or on the date, if any, on which such Lender changes any applicable Lending Office by designating a different applicable Lending Office (other than pursuant to Section 4.10.7), but not excluding any withholding taxes payable solely as a result of (1) any change in such laws occurring after the Closing Date (or such later date on which such Lender becomes a Lender hereunder) or after the date of designation of such new Lending Office, as the case may be, or (2) the addition of any Foreign Subsidiary Borrower pursuant to Section 2.11.1(a), (iii) any branch profits tax imposed by the jurisdiction United States of such Lender's Lending Office America or any political subdivision thereof similar tax imposed by any other jurisdiction, and (iv) any U.S. federal withholding taxes imposed under FATCA (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "“Taxes"”). If the Borrower any Credit Party shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder under any Loan Document or under any Revolving Letter of Credit Note to any Lender or the Administrative Agent, (A) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.114.10) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower such Credit Party shall make such deductions, (C) the Borrower such Credit Party shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Law, and (D) the Borrower such Credit Party shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)4.10.5. A Credit Party shall not, however, be required to pay any amounts pursuant to clause (A) of the preceding sentence to any Lender or the Administrative Agent not organized under the laws of the United States of America or a state thereof (or the District of Columbia) if such Lender or the Administrative Agent fails to comply with the requirements of Section 4.10.6. Notwithstanding anything to the contrary in this Section 4.10.1, a Credit Party incorporated in France shall not be required to make any increased payments in respect of any tax deduction on account of tax imposed by France on a payment made to a Lender if such tax deduction is imposed solely because this payment is made to an account opened in the name of or for the benefit of that Lender in a financial institution situated in a Non-Cooperative Jurisdiction.

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes shall be made made, in accordance with Section 4.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender and the Administrative Collateral Agent, income taxes imposed on its income, and franchise or similar taxes imposed on it, by (i) any jurisdiction (or political subdivision thereof) of which the Collateral Agent or such Lender, as the case may be, is a citizen or resident or in which such Lender has an Applicable Lending Office, (ii) the jurisdiction under (or any political subdivision thereof) in which the laws of Collateral Agent or such Lender is organized, or (iii) any jurisdiction (or political subdivision thereof) in which such Lender or the Administrative Collateral Agent (is presently doing business which taxes are imposed solely as the case may be) is organized or is or should be qualified to do a result of doing business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the such jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "TaxesTAXES"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender the Lenders or the Administrative Agent, Collateral Agent (Ai) the sum payable shall be increased as may be by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.114.06) such Lender or the Administrative Collateral Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower shall make such deductions, deductions and (Ciii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes shall be made made, in accordance with Section 4.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender and the Administrative Agent, income taxes imposed on its income, and franchise or similar taxes imposed on it, by (i) any jurisdiction (or political subdivision thereof) of which the Agent or such Lender, as the case may be, is a citizen or resident or in which such Lender has an Applicable Lending Office, (ii) the jurisdiction under (or any political subdivision thereof) in which the laws of Agent or such Lender is organized, or (iii) any jurisdiction (or political subdivision thereof) in which such Lender or the Administrative Agent (is presently doing business in which taxes are imposed solely as the case may be) is organized or is or should be qualified to do a result of doing business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the such jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender the Lenders or the Administrative Agent, Agent (Ai) the sum payable shall be increased as may be by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.114.06) such Lender or the Administrative Agent (as the 27 case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower shall make such deductions, deductions and (Ciii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by the Borrower Borrowers hereunder or under the Revolving Notes or the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower Borrowers shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or Letter of Credit Note to any Lender or the Administrative Agent, (A) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.114.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower Borrowers shall make such deductions, (C) the Borrower Borrowers shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Law, and (D) the Borrower Borrowers shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d4.11(d).

Payments Free and Clear. Any and all All payments by to or for the Borrower hereunder benefit of the Trustee, the Lessor, WFBN, the Agent, or the Holders under the Revolving Credit Operative Documents (including payments of Fixed Rent and Additional Rent under the Lease, payments of principal and interest under the Notes and payments of the Certificate Amount and Distributions under the Certificates) shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes")Charges. If the Borrower Company, the Guarantor, the Trustee, the Agent, the Lessor or any other Person ("Applicable Payor") shall be required by law Law to deduct any Taxes Charges from or in respect of any sum amounts payable hereunder under this Agreement or under any Revolving Credit Note other Operative Document to any Lender or for the benefit of a Holder, the Trustee, the Lessor, WFBN or the Administrative AgentAgent ("Applicable Payee"), (Ai) the sum amounts payable by such Applicable Payor (as rent, interest or otherwise) shall be increased as may be by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.11) such Lender or 5.04), the Administrative Agent (as the case may be) receives Applicable Payee shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower Applicable Payor shall make such deductions, deductions and (Ciii) the Borrower Applicable Payor shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) all applicable Laws. The Company will indemnify each Indemnified Party on an After Tax Basis on demand for the Borrower shall deliver full amount of any sums paid by such Indemnified Party pursuant to the Administrative Agent evidence second sentence of this Section 5.04(a) and any liability such Indemnified Party Participation Agreement Proprietary & Confidential may incur or be required to pay. Any payment pursuant to this indemnification shall be made within fifteen (15) days of demand by the relevant taxing authority or other authority in the manner provided in Section 3.11(d)Indemnified Party.

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes to or for the benefit of any Lender shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto thereto, excluding, (i) in the case of each such Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note the Notes to or for the benefit of any Lender or the Administrative Agent, (Ai) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.113.8) such Lender or the Administrative Agent (Agent, as the case may be) , receives an amount equal to the amount such party it would have received had no such deductions been made, (Bii) the Borrower shall make such deductions, (Ciii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Law, applicable law and (Div) the Borrower shall deliver to such Lender or the Administrative Agent Agent, as the case may be, evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d3.8(e); PROVIDED, HOWEVER, that the Borrower shall be under no obligation to increase the sum payable to any Lender not organized under the laws of the United States or a state thereof (a "Foreign Lender") by an amount equal to the amount of the United States tax required to be withheld under United States law from the sums paid to such Foreign Lender, if such withholding is caused by the failure of such Foreign Lender to be engaged in the active conduct of a trade or business in the United States or all amounts of interest and fees to be paid to such Foreign Lender hereunder are not effectively connected with such trade or business within the meaning of United States Treasury Regulation 1.1441-4(a).

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Notes or the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's ’s Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "“Taxes"”). If the Borrower shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or in respect of any Letter of Credit Note to any Lender or the Administrative Agent, (A) the sum payable shall be increased as may be necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional sums payable under this Section 3.115.12) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions or withholdings been made, (B) the Borrower shall timely make such deductionsdeductions or withholdings, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority Governmental Authority or other authority in the manner provided in Section 3.11(d5.12(d).

Payments Free and Clear. Any and all payments by the Borrower hereunder Company ----------------------- under this Agreement or under the Revolving Credit Notes any other Financing Document shall be made made, in accordance with Section 2.13, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in --------- the case of each Lender, the Administrative Agent and the Issuing Bank, taxes imposed on or measured by its income or receipts, and franchise or similar taxes imposed on it, by (i) any jurisdiction (or political subdivision thereof) of which the jurisdiction Administrative Agent, the Issuing Bank or such Lender, as the case may be, is a citizen or resident or in which such Lender has a permanent establishment (or is otherwise engaged in the active conduct of its banking business through an office or a branch) which is such Lender's applicable Lending Office Office, (ii) the jurisdiction (or any political subdivision thereof thereof) in which the Administrative Agent, the Issuing Bank or such Lender is organized, or (iii) any jurisdiction (or political subdivision thereof) in which such Lender, the Issuing Bank or the Administrative Agent is presently doing business which taxes are imposed solely as a result of doing business in such jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities so arising out of payments by the Company being hereinafter referred to as "Taxes"). If the Borrower ------- Company shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender the Lenders, the Issuing Bank or the Administrative Agent, Agent (Ai) the sum payable shall be increased as may be by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.112.21) such Lender Lender, the Issuing Bank or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower Company shall make such deductions, and (Ciii) the Borrower Company shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes shall be made made, in accordance with Section 4.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income the Issuing Bank, the Swing Line Lender and the Agent, taxes imposed on its income, and franchise or similar taxes imposed on it, by (i) any jurisdiction (or political subdivision thereof) of which the Agent, the Issuing Bank, the Swing Line Lender or such Lender, as the case may be, is a citizen or resident or in which such Lender has an Applicable Lending Office, (ii) the jurisdiction of such Lender's Lending Office (or any political subdivision thereof thereof) in which the Agent, the Issuing Bank, the Swing Line Lender or such Lender is organized, or (iii) any jurisdiction (or political subdivision thereof) in which such Lender, the Issuing Bank, the Swing Line Lender or the Agent is presently doing business which taxes are imposed solely as a result of doing business in such jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any the Lenders, the Issuing Bank, the Swing Line Lender or the Administrative Agent, Agent (Ai) the sum payable shall be increased as may be by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.114.06) such Lender, the Issuing Bank, the Swing Line Lender or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower shall make such deductions, deductions and (Ciii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes shall be made made, in accordance with Section 4.01, free and clear of of, and without deduction for for, any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, taxes imposed on Lender’s income, and franchise or similar taxes imposed on the Lender, by (i) in any jurisdiction (or political subdivision thereof) of which the case of each Lender and the Administrative AgentLender, income and franchise taxes imposed by is a citizen or resident, (ii) the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (iithereof) in which the case of each LenderLender is organized, income and franchise taxes imposed by the or (iii) any jurisdiction of such Lender's Lending Office (or any political subdivision thereof thereof) in which the Lender is presently or hereafter doing business which taxes are imposed solely as a result of doing business in such jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "“Taxes"”). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any the Lender or the Administrative Agent, (Ai) the sum payable shall be increased as may be by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.114.03) such the Lender or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower shall make such deductions, deductions and (Ciii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes shall be made made, in accordance with Section 4.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income the Issuing Bank and the Administrative Agent, taxes imposed on its income, and franchise or similar taxes imposed on it, by (i) any jurisdiction (or political subdivision thereof) of which the Administrative Agent, the Issuing Bank or such Lender, as the case may be, is a citizen or resident or in which such Lender has an Applicable Lending Office, (ii) the jurisdiction of such Lender's Lending Office (or any political subdivision thereof thereof) in which the Administrative Agent, the Issuing Bank or such Lender is organized, or (iii) any jurisdiction (or political subdivision thereof) in which such Lender, the Issuing Bank or the Administrative Agent is presently doing business in which taxes are imposed solely as a result of doing business in such jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender the Lenders, the Issuing Bank or the Administrative Agent, Agent (Ai) the sum payable shall be increased as may be by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.114.06) such Lender Lender, the Issuing Bank or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower shall make such deductions, deductions and (Ciii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Notes or the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender Lender, the Agent and the Administrative Disbursing Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender Lender, Agent or the Administrative Disbursing Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender or the Administrative Agent, (A) the sum payable shall be increased as may be necessary so that after making all required deductions (including including, without limitation, deductions applicable to additional sums payable under this Section 3.114.10) such Lender Lender, Agent or the Administrative Disbursing Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower shall make such deductions, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Lawapplicable law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d4.10(d).. 40

Payments Free and Clear. Any and all payments by each of the Borrower Borrowers hereunder or under the Revolving Credit Notes Note shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, excluding income and franchise taxes imposed by the jurisdiction under the laws of which such Lender the Administrative Agent, any Lender, or the Administrative Agent (as the case may be) European Facility Lender is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings with each of the Borrowers and liabilities being hereinafter referred to as "Taxes"). If any of the Borrower Borrowers shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender or the Administrative Agent, any Lender, or the European Facility Lender, (A) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.113.10) such Lender the Administrative Agent, any Lender, or the Administrative Agent (as the case may be) European Facility Lender receives an amount equal to the amount such party the Lender would have received had no such deductions been made, (B) the such Borrower shall make such deductions, (C) the such Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Law, and (D) the such Borrower shall deliver to the Administrative Agent Agent, any Lender, or the European Facility Lender evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d3.10(d).

Payments Free and Clear. Any and all payments by the Borrower hereunder Company under this Agreement or under the Revolving Credit Notes any other Financing Document shall be made made, in accordance with Section 2.11, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income the Agent and the Issuing Bank, taxes imposed on its income, and franchise or similar taxes imposed on it, by (i) any jurisdiction (or political subdivision thereof) of which the jurisdiction Agent, the Issuing Bank or such Lender, as the case may be, is a citizen or resident or in which such Lender has a permanent establishment (or is otherwise engaged in the active conduct of its banking business through an office or a branch) which is such Lender's applicable Lending Office Office, (ii) the jurisdiction (or any political subdivision thereof thereof) in which the Agent, the Issuing Bank or such Lender is organized, or (iii) any jurisdiction (or political subdivision thereof) in which such Lender, the Issuing Bank or the Agent is presently doing business which taxes are imposed solely as a result of doing business in such jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities so arising out of payments by the Company being hereinafter referred to as "Taxes"). If the Borrower Company shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender the Lenders, the Issuing Bank or the Administrative Agent, Agent (Ai) the sum payable shall be increased as may be by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.112.14) such Lender Lender, the Issuing Bank or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower Company shall make such deductions, deductions and (Ciii) the Borrower Company shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes shall be made made, in accordance with Section 4(a), free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income the Issuing Lender and the Agent, taxes imposed on its income, and franchise or similar taxes imposed on it, by (A) any jurisdiction (or political subdivision thereof) of which the Agent, the Issuing Lender or such Lender, as the case may be, is a citizen or resident or in which such Lender has an Applicable Lending Office, (B) the jurisdiction of such Lender's Lending Office (or any political subdivision thereof thereof) in which the Agent, the Issuing Lender or such Lender is organized, or (C) any jurisdiction (or political subdivision thereof) in which such Lender, the Issuing Lender or the Agent is presently doing business which taxes are imposed solely as a result of doing business in such jurisdiction (all such excluded taxes being herein referred to as “Excluded Taxes” and all such non-excluded taxesExcluded Taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter herein referred to as "“Taxes"”). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any the Lenders, the Issuing Lender or the Administrative Agent, Agent (AX) the sum payable shall be increased as may be by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.114(e) such Lender, the Issuing Lender or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (BY) the Borrower shall make such deductions, deductions and (CZ) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes shall be made made, in accordance with Section 4.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income the Issuing Bank and Administrative Agent, taxes imposed on its income, and franchise or similar taxes imposed on it, by (i) any jurisdiction (or political subdivision thereof) of which Administrative Agent, the Issuing Bank or such Lender, as the case may be, is a citizen or resident or in which such Lender has an Applicable Lending Office, (ii) the jurisdiction of such Lender's Lending Office (or any political subdivision thereof thereof) in which Administrative Agent, the Issuing Bank or such Lender is organized, or (iii) any jurisdiction (or political subdivision thereof) in which such Lender, the Issuing Bank or Administrative Agent is presently doing business which taxes are imposed solely as a result of doing business in such jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to the Lenders, the Issuing Bank or under any Revolving Credit Note to any Lender or the Administrative Agent, Agent (Ai) the sum payable shall be increased as may be by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.114.06) such Lender Lender, the Issuing Bank or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower shall make such deductions, deductions and (Ciii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Term Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Term Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Term Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Term Lender, income and franchise taxes imposed by the jurisdiction of such Term Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Term Note to any Term Lender or the Administrative Agent, (A) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.114.7(a)) such Term Lender or the Administrative Agent 31 (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower shall make such deductions, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)this Section.

Payments Free and Clear. Any and all payments by the any Borrower hereunder or under the Revolving Notes or the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed on (or measured by) its net income by the United States of America or by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or its principal office is located or is or should be qualified to do business or any political subdivision thereof thereof, or in the case of any Lender, in which its applicable Lending Office is located (provided, however, that no Lender shall be deemed to be located in any jurisdiction solely as a result of taking any action related to this Agreement, the Notes or Letters of Credit) and (ii) in the case of each Lender, income and franchise taxes any branch profits tax imposed by the jurisdiction United States of such Lender's Lending Office America or any political subdivision thereof similar tax imposed by any other jurisdiction described in clause (i) above (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the any Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or Letter of Credit Note to any Lender or the Administrative Agent, (A) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.114.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the such Borrower shall make such deductions, (C) the such Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Lawapplicable law, and (D) the such Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d4.11(d). No Borrower shall, however, be required to pay any amounts pursuant to clause (A) of the preceding sentence to any Foreign Lender or the Administrative Agent not organized under the laws of the United States of America or a state thereof (or the District of Columbia) if such Foreign Lender or the Administrative Agent fails to comply with the requirements of paragraph (e) of this Section 4.11 or Section 4.8(d), as the case may be.

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Notes or the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income income, gross receipts and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or Letter of Credit Note to any Lender or the Administrative Agent, (A) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.112.14) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower shall make such deductions, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Lawapplicable law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d2.13(d).

Payments Free and Clear. Any Subject to Section 5.11(e), any and all payments by the Borrower hereunder or under the Revolving Notes or the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed on a Lender's net income by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed on a Lender's net income by the jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or in respect of any Letter of Credit Note to any Lender or the Administrative Agent, (A) the sum payable shall be increased as may be necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional sums payable under this Section 3.115.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions or withholdings been made, (B) the Borrower shall make such deductions, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority deductions or other authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d).withholdings,

Payments Free and Clear. Any and all payments by the Borrower Borrowers hereunder or under the Revolving Credit Notes or the Letters of Credit shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income income, gross receipts and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "TaxesTAXES"). If the Borrower Borrowers shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or Letter of Credit Note to any Lender or the Administrative Agent, (A) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.114.12) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower Borrowers shall make such deductions, (C) the Borrower Borrowers shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Law, and (D) the Borrower Borrowers shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d4.12(d).

Payments Free and Clear. Any and all payments by the Borrower hereunder ----------------------- under this Agreement or under the Revolving Credit Notes any other Financing Document shall be made made, in accordance with Section 2.13, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender and the Administrative Agent, the Issuing Bank --------- and each Lender, taxes imposed on or measured by its income or receipts, and franchise or similar taxes imposed on it, by the (i) any jurisdiction under the laws (or political subdivision thereof) of which such Lender or the Administrative Agent (Agent, the Issuing Bank or such Lender, as the case may be) , is organized a citizen or resident or in which such Lender has a permanent establishment (or is otherwise engaged in the active conduct of its banking business through an office or should be qualified to do business a branch) which is such Lender's applicable Lending Office, (ii) the jurisdiction (or any political subdivision thereof and (iithereof) in which the case of each LenderAdministrative Agent, income and franchise taxes imposed by the Issuing Bank or such Lender is organized, or (iii) any jurisdiction of such Lender's Lending Office (or any political subdivision thereof thereof) in which the Administrative Agent, the Issuing Bank or such Lender is presently doing business which taxes are imposed solely as a result of doing business in such jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities so arising out of payments by the Borrower being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to ----- deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender the Lenders, the Issuing Bank or the Administrative Agent, Agent (Ai) the sum payable shall be increased as may be by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.112.20) such Lender Lender, the Issuing Bank or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower shall make such deductions, and (Ciii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative each Agent, income income, franchise, capital and franchise branch profit taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income income, franchise, capital and franchise branch profit taxes imposed by (x) the jurisdiction of such Lender's Lending Office or any political subdivision thereof and (y) a jurisdiction or a political subdivision thereof as a result of a Lender changing its designated Lending Office to a lending office located in such jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note to any Lender or the Administrative any Agent, (A) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.113.10) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower shall make such deductions, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d3.10(d).

Payments Free and Clear. Any and all payments by the Borrower ----------------------- hereunder or under the Revolving Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, excluding (i) in taxes imposed on or measured by the case overall net income of each any Lender and or its Lending Office or the Administrative Agent or the Administrative Agent's Office, income as the case may be, and (ii) all franchise or similar taxes imposed measured by capital or net worth of such Lender or its Lending Office or the Administrative Agent or the Administrative Agent's Office, as the case may be, in each case imposed: (A) by the jurisdiction under the laws of which such Lender or the Administrative Agent (Agent, as the case may be, is organized, or in which its principal executive office is located, (B) by the jurisdiction in which the Lending Office of such Lender or the Administrative Agent's Office, as applicable, is organized located or is (C) solely by reason of such Lender or should be qualified to do the Administrative Agent, as the case may be, doing business in the jurisdiction imposing such tax, other than as a result of this Agreement or any political subdivision thereof Note or any transaction contemplated hereby and (ii) in the case of each Lender, income and franchise taxes any United States withholding tax imposed by on such payments but only to the jurisdiction of extent that such Lender's Lending Office or any political subdivision thereof Lender is subject to United States withholding tax at the time such Lender first becomes a party to this Agreement (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note or to any Lender or the Administrative Agent, (A) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower shall make such deductions, (C) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Lawapplicable law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d3.11(e).

Payments Free and Clear. Any and all payments by the Borrower hereunder any Credit Party under any Loan Document or under the Revolving Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excludingthereto, excluding (i) in the case of each Lender and the Administrative Agent, income and income, franchise or similar taxes imposed on (or measured by) its income imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and Governmental Authority, (ii) in the case of each Lender, income any withholding taxes payable with respect to payments hereunder or under the other Loan Documents under Applicable Laws (including, without limitation, any statute, treaty, ruling, determination or regulation) in effect on the Closing Date for such Lender (or such later date on which such Lender becomes a Lender hereunder) or on the date, if any, on which such Lender changes any applicable Lending Office by designating a different applicable Lending Office (other than pursuant to Section 4.10.7), but not excluding any withholding taxes payable solely as a result of (1) any change in such laws occurring after the Closing Date (or such later date on which such Lender becomes a Lender hereunder) or after the date of designation of such new Lending Office, as the case may be, or (2) the addition of any Foreign Subsidiary Borrower pursuant to Section 2.11.1(a), and franchise taxes (iii) any branch profits tax imposed by the jurisdiction United States of such Lender's Lending Office America or any political subdivision thereof similar tax imposed by any other jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "“Taxes"”). If the Borrower any Credit Party shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder under any Loan Document or under any Revolving Letter of Credit Note to any Lender or the Administrative Agent, (A) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.114.10) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower such Credit Party shall make such deductions, (C) the Borrower such Credit Party shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Law, and (D) the Borrower such Credit Party shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d).4.10.5. A Credit Party shall not, however, be required to pay any amounts pursuant to clause (A) of the preceding sentence to any Lender or the Administrative Agent not organized under the laws of the United States of America or a state thereof (or the District of Columbia) if such Lender or the Administrative Agent fails to comply with the requirements of Section

Payments Free and Clear. Any and all payments by the Borrower hereunder or under the Revolving Credit Notes shall be made made, in accordance with Section 4.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdingwithholdings, and all liabilities with respect thereto thereto, excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and (ii) in the case of each Lender, income the Issuing Bank and the Agent, taxes imposed on its income, and franchise or similar taxes imposed on it, by (i) any jurisdiction (or political subdivision thereof) of which the Agent, the Issuing Bank or such Lender, as the case may be, is a citizen or resident or in which such Lender has an Applicable Lending Office, (ii) the jurisdiction of such Lender's Lending Office (or any political subdivision thereof thereof) in which the Agent, the Issuing Bank or such Lender is organized, or (iii) any jurisdiction (or political subdivision thereof) in which such Lender, the Issuing Bank or the Agent is presently doing business which taxes are imposed solely as a result of doing business in such jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in ----- respect of any sum payable hereunder or under any Revolving Credit Note to any Lender the Lenders, the Issuing Bank or the Administrative Agent, Agent (Ai) the sum payable shall be increased as may be by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.114.06) such Lender Lender, the Issuing Bank or the Administrative Agent (as the case may be) receives shall receive an amount equal to the amount such party sum it would have received had no such deductions been made, (Bii) the Borrower shall make such deductions, deductions and (Ciii) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority Governmental Authority in accordance with Applicable Law, and (D) the Borrower shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d)applicable law.

Payments Free and Clear. Any Subject to compliance by Lenders with Section 4.11(e), any and all payments by the Borrower Borrowers hereunder or under the Revolving Notes or the Letters of Credit Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholding, and all liabilities with respect thereto excluding, (i) in the case of each Lender and the Administrative Agent, income and franchise taxes imposed by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or is or should be qualified to do business or any political subdivision thereof and thereof, (ii) in the case of each Lender, income and franchise taxes imposed by the jurisdiction of such Lender's Lending Office or any political subdivision thereof (, all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities (but excluding Other Taxes) being hereinafter referred to as "Taxes"). If the Borrower Borrowers shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Note or Letter of Credit Note to any Lender or the Administrative Agent, (A) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.114.11) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the amount such party would have received had no such deductions been made, (B) the Borrower Borrowers shall make such deductions, (C) the Borrower Borrowers shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with Applicable Lawapplicable law, and (D) the Borrower Borrowers shall deliver to the Administrative Agent evidence of such payment to the relevant taxing authority or other authority in the manner provided in Section 3.11(d4.11(d).