Common use of Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes Clause in Contracts

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion of the Agent) require the deduction or withholding of any Tax from any such payment by the Agent or a Loan Party, then the Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If any Loan Party or the Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion of the an applicable Withholding Agent) require the deduction or withholding of any Tax from any such payment by the Agent or a Loan PartyWithholding Agent, then the applicable Withholding Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (ef) below. (ii) If any Loan Party or the Withholding Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) such Loan Party or the Agent, as required by such Laws, applicable Withholding Agent shall withhold or make such deductions as are determined by it the applicable Withholding Agent to be required based upon the information and documentation it has received pursuant to subsection (ef) below, (B) such Loan Party or the Agent, to the extent required by such Laws, applicable Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall shall, to the extent permitted by applicable Laws, be made free and clear of and without deduction or withholding for of any Taxes. If, except as required by applicable Laws. If any however, applicable Laws require the applicable withholding agent to withhold or deduct any Tax (as determined in the good faith discretion of the Agent) require the deduction or applicable withholding of any agent), such Tax from any such payment by the Agent or a Loan Party, then the Agent or such Loan Party shall be entitled to make withheld or deducted in accordance with such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) belowLaws. (ii) If any Loan Party or the Agent applicable withholding agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Agent, as required by such Laws, applicable withholding agent shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) belowrequired, (B) such Loan Party or the Agent, to the extent required by such Laws, applicable withholding agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, applicable Laws and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required and deductions have been made (including withholding and deductions applicable to additional sums payable under this Section 3.01) ), the applicable Recipient Lender, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any a Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion of the Agentapplicable withholding agent) require the deduction or withholding of any Tax from any such payment by the Agent or a Loan Partyany applicable withholding agent, then the Agent or such Loan Party applicable withholding agent shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If any Loan Party or the Agent applicable withholding agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any such payment, then (A) such Loan Party or the Agentwithholding agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Agentwithholding agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party Parties shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient Lender (or, in the case of a payment received by the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Party hereunder or under any Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable Lawslaws. If any applicable Laws laws (as determined in the good faith discretion of the Administrative Agent) require the deduction or withholding of any Tax from any such payment by the Administrative Agent or a Loan Party, then the Administrative Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection paragraph (e) below. (ii) If any Loan Party Party, the Administrative Agent or the any other applicable Withholding Agent shall be required by any applicable Laws other than the Code law to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Agent, as required by such Laws, Withholding Agent shall withhold or make such deductions as are reasonably determined by it such Withholding Agent to be required based upon the information and documentation it has received pursuant to subsection paragraph (e) below, (B) such Loan Party or the Agent, to the extent required by such Laws, Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Lawsapplicable laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 3.015.4) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction deductions been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without deduction reduction or withholding for any Taxes. If, except as required by applicable Laws. If any however, applicable Laws (require a Withholding Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined in the good faith discretion of the by such Withholding Agent) require the deduction or withholding of any Tax from any such payment by the Agent or a Loan Party, then the Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If any Loan Party or the Withholding Agent shall be required by any applicable Laws other than the Code Law to withhold or deduct any Taxes Taxes, including both United States Federal backup withholding and withholding Taxes, from any payment, then (A) such Loan Party or the Agent, as required by such Laws, Withholding Agent shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) belowdeductions, (B) such Loan Party or the Agent, to the extent required by such Laws, Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Lawsthe Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01Section) the Administrative Agent, Lender or the applicable Recipient L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion of the Agentapplicable withholding agent) require the deduction or withholding of any Tax from any such payment by the Agent or a Loan Party, then the Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If any Loan Party or the Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any the Loan Party Parties hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without deduction reduction or withholding for any Taxes. If, except as required by however, applicable Laws. If Law requires the withholding or deduction of any applicable Tax, such Tax shall be withheld or deducted in accordance with such Laws (as determined in the good faith discretion of the Agent) require the deduction or withholding of any Tax from any such payment by the Borrower Agent or a Loan PartyAdministrative Agent, then as the Agent or such Loan Party shall be entitled to make such deduction or withholdingcase may be, upon the basis of taking into account the information and documentation to be delivered pursuant to subsection (e) below. (ii) If any Loan Party applicable Law requires the withholding or the Agent shall be required by any applicable Laws other than the Code to withhold or deduct deduction of any Taxes from any paymentpayment under any Loan Document, then (A) such the applicable Loan Party or the Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon taking into account the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Lawsthe applicable Law, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party Parties shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01Section) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion of the an applicable Withholding Agent) require the deduction or withholding of any Tax from any such payment by the Agent or a Loan PartyWithholding Agent, then the Withholding Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If any Loan Party or the Withholding Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Withholding Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) belowrequired, (B) such Loan Party or the Withholding Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion of the Administrative Agent) require the deduction or withholding of any Tax from any such payment by the Administrative Agent or a Loan Party, then the Administrative Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If any Loan Party or the Administrative Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes Taxes, including both United States Federal backup withholding and withholding Taxes, from any payment, then (A) such Loan Party or the Agent, as required by such Laws, Administrative Agent shall withhold or make such deductions as are determined by it the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Agent, to the extent required by such Laws, Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such applicable Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without deduction reduction or withholding for any Taxes. If, except as required by applicable Laws. If any however, applicable Laws (require any Withholding Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined in by such Withholding Agent, as the good faith discretion of the Agent) require the deduction or withholding of any Tax from any such payment by the Agent or a Loan Party, then the Agent or such Loan Party shall be entitled to make such deduction or withholdingcase may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If any Loan Party or the Withholding Agent shall be required by any applicable Laws other than the Code Law to withhold or deduct any Taxes Taxes, including both United States federal backup withholding and withholding taxes, from any payment, then (A) such Loan Party or the Agent, as required by such Laws, Withholding Agent shall withhold or make such deductions as are determined by it the Withholding Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Agent, to the extent required by such Laws, Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Lawsapplicable Law, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable such Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including withholding or deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient Administrative Agent or Lender, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion of the Agentapplicable Lender) require the deduction or withholding of any Tax from any such payment by the Agent or a Loan Party, then the Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If any Loan Party or the Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without deduction reduction or withholding for any Taxes. If, except as required by applicable Laws. If any however, applicable Laws (require a Withholding Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by the Withholding Agent in the its good faith discretion of the Agent) require the deduction or withholding of any Tax from any such payment by the Agent or a Loan Party, then the Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) belowdiscretion. (ii) If any Loan Party or the applicable Withholding Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Agent, as required by such Laws, Withholding Agent shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) belowsuch Withholding Agent in its good faith discretion, (B) such Loan Party or the Agent, to the extent required by such Laws, applicable Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such applicable Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made. (iii) For purposes of this Section 3.01, the term “Lender” includes any L/C Issuer and the term “applicable Laws” includes FATCA.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Party hereunder or under any Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion of any Loan Party or the Administrative Agent) require the deduction or withholding of any Tax from any such payment by any Loan Party or the Agent or a Loan PartyAdministrative Agent, then the Agent or such applicable Loan Party or the Administrative Agent shall be entitled to make any such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If any Loan Party or the Administrative Agent shall be required by any applicable Laws other than (including the Code Code) to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) belowrequired, (B) such Loan Party or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without deduction reduction or withholding for any Taxes. If, except as required by applicable Laws. If however, any applicable Laws (as determined in the good faith discretion of the Administrative Agent) require the deduction or withholding of any Tax from any such payment by the Administrative Agent or a Loan Party, then the Administrative Agent or such Loan Party Party, as the case may be, shall be entitled to make such deduction withholding or withholdingdeduction, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If any Loan Party or the Administrative Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) such Loan Party or the Agent, as required by such Laws, Administrative Agent shall withhold or make such deductions as are determined by it the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Agent, to the extent required by such Laws, Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Lawsthe Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient Administrative Agent or Lender, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Credit Party hereunder or under any other Loan Document shall shall, to the extent permitted by applicable Laws, be made free and clear of and without deduction or withholding for of any Taxes. If, except as required by applicable Laws. If any however, applicable Laws require the applicable withholding agent to withhold or deduct any Tax (as determined in the good faith discretion of the Agent) require the deduction or applicable withholding of any agent), such Tax from any such payment by the Agent or a Loan Party, then the Agent or such Loan Party shall be entitled to make withheld or deducted in accordance with such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) belowLaws. (iii) If any Loan Party or the Agent applicable withholding agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Agent, as required by such Laws, applicable withholding agent shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) belowrequired, (B) such Loan Party or the Agent, to the extent required by such Laws, applicable withholding agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, applicable Laws and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Loan Credit Party shall be increased as necessary so that after any required withholding or the making of all required and deductions have been made (including withholding and deductions applicable to additional sums payable under this Section 3.012.15), an applicable Lender (or, in the case of an amount paid to the Administrative Agent for its own account, the Administrative Agent) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Party the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable LawsLaw (which, for purposes of this Section 4.09, shall include FATCA). If any applicable Laws Law (as determined in the good faith discretion of the AgentAdministrative Agent or the Borrower, as applicable, taking into account the information and documentation delivered pursuant to Section 4.09(e) require below) requires the deduction or withholding of any Tax from any such payment by the Administrative Agent or a Loan Partythe Borrower, then the Administrative Agent or such Loan Party the Borrower shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If any Loan Party the Administrative Agent or the Agent shall be Borrower are required by to deduct or withhold any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (ATax described in Section 4.09(a)(i) such Loan Party or the Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Agent, to the extent required by such Laws, shall must timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Lawsthe applicable Law, and (C) to if the extent that the withholding or deduction Tax is made on account of an Indemnified TaxesTax, then, the sum payable by the applicable Loan Party Borrower shall be increased as necessary so that after any required the deduction or withholding or the making of all required deductions (including deductions or withholdings applicable to additional sums payable under this Section 3.014.09) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any For purposes of this Section 4.02, the term “Lender” includes the Swing Line Lender and all any Issuing Bank. (ii) All payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion of the Agentapplicable withholding agent) require the deduction or withholding of any Tax from in respect of any such payment by the Agent or a any Loan Party, then the Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If any Loan Party or the Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Agent, as required by such Laws, applicable withholding agent shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) belowrequired, (B) such Loan Party or the Agent, to the extent required by such Laws, applicable withholding agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions have been made (including any withholding or deductions in respect of Indemnified Taxes applicable to additional sums payable under this Section 3.014.02) the applicable Recipient Lender (or, in the case of any payment made to the Agent for its own account, the Agent) receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall to the extent permitted by applicable laws be made free and clear of and without deduction reduction or withholding for any Taxes. If, except as required by however, applicable Laws. If laws require any applicable Laws (as determined in the good faith discretion of the Agent) require the deduction Withholding Agent to withhold or withholding of deduct any Tax, such Tax from any such payment by the Agent or a Loan Party, then the Agent or such Loan Party shall be entitled to make withheld or deducted in accordance with such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) belowlaws as reasonably determined by such Withholding Agent. (ii) If any Loan Party or the Withholding Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes Taxes, including both United States federal backup withholding and withholding Taxes, from any payment, then (A) such Loan Party or the Agent, as required by such Laws, Withholding Agent shall withhold or make such deductions as are reasonably determined by it such Withholding Agent to be required based upon the information by applicable law and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Agent, to the extent required by such Laws, Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, the Code and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 3.01Section) the applicable Recipient Administrative Agent or such Lender, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction deductions been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Credit Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith reasonable discretion of the Administrative Agent) require the deduction or withholding of any Tax from any such payment by the Administrative Agent or a Loan Credit Party, then the Administrative Agent or such Loan Credit Party shall be entitled to make such deduction or withholding, upon taking into consideration the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If any Loan Credit Party or the Administrative Agent shall be required by the Code or any other applicable Laws other than the Code to withhold or deduct any Taxes Taxes, including United States federal backup withholding, United States withholding taxes and non-United States withholding taxes, from any payment, then (A) such Loan Credit Party or the Agent, Administrative Agent as required by the Code or such Laws, Laws shall withhold or make such deductions as are determined by it to be required based upon taking into consideration the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Credit Party or the Administrative Agent, to the extent required by the Code or such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code or such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Credit Party shall be increased as necessary so that that, after any required withholding or the making of all required deductions (including deductions and withholdings applicable to additional sums payable under this Section 3.01) 3.2), the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Party Borrower hereunder or under any Loan other Credit Document shall to the extent permitted by applicable Law be made free and clear of and without deduction reduction or withholding for any Taxes. If, except as required by however, applicable Laws. If any applicable Laws Law (as determined in the good faith discretion of the an applicable Withholding Agent) require the deduction or withholding of any Tax from any such payment by the requires an applicable Withholding Agent or a Loan Party, then the Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If any Loan Party or the Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any paymentTax, then (A) such Loan Party or the Agent, as required by such Laws, applicable Withholding Agent shall withhold or make such deductions as are determined by it the applicable Withholding Agent to be required based upon the information and documentation it has received pursuant to subsection (e) Section 2.19.6 below, (B) such Loan Party or the Agent, to the extent required by such Laws, applicable Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Lawsapplicable Law, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Loan Party such Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01Section) the applicable Recipient Administrative Agent or Lender, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion of the an applicable Withholding Agent) require the deduction or withholding of any Tax from any such payment by the Agent or a Loan PartyWithholding Agent, then the applicable Withholding Agent or such Loan Party shall be entitled to make such deduction or withholding, withholding (upon the basis of the information and documentation to be delivered pursuant to subsection clause (e) below. (ii) If any Loan Party or the Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Agent, to the extent required by such Laws, shall timely pay the full amount deducted or withheld or deducted to the relevant Governmental Authority in accordance with applicable Laws and, if such LawsTax is an Indemnified Tax, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, then the sum payable by the applicable Loan Party shall be increased as necessary so that after any required such deduction or withholding or the making of all required deductions has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Credit Party hereunder or under any other Loan Document shall shall, to the extent permitted by applicable Laws, be made free and clear of and without deduction or withholding for of any Taxes. If, except as required by applicable Laws. If any however, applicable Laws require the applicable withholding agent to withhold or deduct any Tax (as determined in the good faith discretion of the Agent) require the deduction or applicable withholding of any agent), such Tax from any such payment by the Agent or a Loan Party, then the Agent or such Loan Party shall be entitled to make withheld or deducted in accordance with such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) belowLaws. (ii) If any Loan Party or the Agent applicable withholding agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Agent, as required by such Laws, applicable withholding agent shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) belowrequired, (B) such Loan Party or the Agent, to the extent required by such Laws, applicable withholding agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, applicable Laws and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Loan Credit Party shall be increased as necessary so that after any required withholding or the making of all required and deductions have been made (including withholding and deductions applicable to additional sums payable under this Section 3.012.15), an applicable Lender (or, in the case of an amount paid to the Administrative Agent for its own account, the Administrative Agent) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Party the Borrower hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without deduction reduction or withholding for any Taxes. If, except as required by applicable Laws. If any however, applicable Laws (require the Borrower or the Administrative Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined in the good faith discretion of the Agent) require the deduction or withholding of any Tax from any such payment by the Agent Borrower or a Loan Partythe Administrative Agent, then as the Agent or such Loan Party shall be entitled to make such deduction or withholdingcase may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If any Loan Party the Borrower or the Administrative Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party the Borrower or the Agent, as required by such Laws, Administrative Agent shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party the Borrower or the Administrative Agent, to as the extent required by such Lawscase may be, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Lawsapplicable Law, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Loan Party Borrower shall be increased as necessary so that after any such required withholding or the making of all such required deductions (including deductions applicable to additional sums payable under this Section 3.01Section) the applicable Recipient Administrative Agent or the Lender, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion of the AgentAgent or Loan Party, as applicable) require the deduction or withholding of any Tax from any such payment by the Agent or a Loan Party, then the Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If any Loan Party or the Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.013.1) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Party the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable LawsLaw (which, for purposes of this Section 5.09, shall include FATCA). If any applicable Laws Law (as determined in the good faith discretion of the AgentAdministrative Agent or the Borrower, as applicable, taking into account the information and documentation delivered pursuant to Section 5.09(e) require below) requires the deduction or withholding of any Tax from any such payment by the Administrative Agent or a Loan Partythe Borrower, then the Administrative Agent or such Loan Party the Borrower shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If any Loan Party the Administrative Agent or the Agent shall be Borrower are required by to deduct or withhold any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (ATax described in Section 5.09(a)(i) such Loan Party or the Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Agent, to the extent required by such Laws, shall must timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Lawsthe applicable Law, and (C) to if the extent that the withholding or deduction Tax is made on account of an Indemnified TaxesTax, then, the sum payable by the applicable Loan Party Borrower shall be increased as necessary so that after any required the deduction or withholding or the making of all required deductions (including deductions or withholdings applicable to additional sums payable under this Section 3.015.09) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments A payment by or on account of any obligation of any Loan Credit Party hereunder or under any Loan other Credit Document shall shall, except to the extent required by any applicable Requirements of Law, be made free and clear of and without deduction reduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion of the Agent) require the deduction or withholding of any Tax from any such payment by the Agent or a Loan Party, then the Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If any Loan Party Credit Party, the Administrative Agent or the any other applicable Withholding Agent shall be required by any applicable Laws other than the Code Requirements of Law to withhold or deduct any Taxes from any paymentpayment by or on account of any obligation of any Credit Party hereunder or under any other Credit Document, then (A) such Loan Party or the Agent, as required by such Laws, Withholding Agent shall withhold or make such deductions as are reasonably determined by it such Withholding Agent to be required based upon the information and documentation it has received pursuant to subsection (e) belowby such Requirements of Law, (B) such Loan Party or the Agent, to the extent required by such Laws, Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such LawsAuthority, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Loan Credit Party shall be increased as necessary so that after any required withholding or the making of all required deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 3.015.4) each Lender (or, in the applicable Recipient case of a payment to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deduction deductions been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (ia) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable LawsApplicable Law. If any applicable Laws Applicable Law (as determined in the good faith discretion of the Agent) require requires the deduction or withholding of any Tax from any such payment by the Agent or a Loan Party, then the Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection Section 5.10. (e) below. (iib) If any Loan Party or the Agent shall be required by any applicable Laws other than the Code or other Applicable Law to withhold or deduct any Taxes Taxes, including both United States federal backup withholding and withholding taxes, from any payment, then (Ai) such Loan Party or the Agent, as required by such Laws, Agent shall withhold or make such deductions as are determined by it the Agent to be required based upon the information and documentation it has received pursuant to subsection (e) belowSection 5.10, (Bii) such Loan Party or the Agent, to the extent required by such Laws, Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Lawsthe Code or other Applicable Law, and (Ciii) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.109

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion of the an applicable Withholding Agent) require the deduction or withholding of any Tax from any such payment by the Agent or a Loan PartyWithholding Agent, then the applicable Withholding Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (ef) below. (ii) If any Loan Party or the Withholding Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) such Loan Party or the Agent, as required by such Laws, applicable Withholding Agent shall withhold or make such deductions as are determined by it the applicable Withholding Agent to be required based upon the information and documentation it has received pursuant to subsection (ef) below, (B) such Loan Party or the Agent, to the extent required by such Laws, applicable Withholding Agent and shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall to the extent permitted by applicable Laws, be made free and clear of and without deduction reduction or withholding for any Taxes. If, except as required by applicable Laws. If any however, applicable Laws (require a Withholding Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by the Withholding Agent in the its good faith discretion of the Agent) require the deduction or withholding of any Tax from any such payment by the Agent or a Loan Party, then the Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) belowdiscretion. (ii) If any Loan Party or the applicable Withholding Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Agent, as required by such Laws, Withholding Agent shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) belowsuch Withholding Agent in its good faith discretion, (B) such Loan Party or the Agent, to the extent required by such Laws, applicable Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such applicable Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made. (iii) For purposes of this Section 3.01, the term “Lender” includes any L/C Issuer and the term “applicable Laws” includes FATCA.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Credit Party hereunder or under any Loan other Credit Document shall to the extent permitted by applicable laws be made free and clear of and without deduction reduction or withholding for any Taxes. If, except as required by however, applicable Laws. If laws require any applicable Laws (as determined in Credit Party or the good faith discretion of the Agent) require the deduction Administrative Agent to withhold or withholding of deduct any Tax, such Tax from any such payment by the Agent or a Loan Party, then the Agent or such Loan Party shall be entitled to make withheld or deducted in accordance with such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) belowlaws as reasonably determined by such withholding agent. (ii) If any Loan Credit Party or the Administrative Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Agent, as required by such Laws, withholding agent shall withhold or make such deductions as are reasonably determined by it such withholding agent to be required based upon the information and documentation it has received pursuant to subsection (e) belowby applicable law, (B) such Loan Party or the Agent, to the extent required by such Laws, withholding agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Loan Credit Party shall be increased as necessary so that after any required withholding or the making of all required deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 3.015.4) the applicable Recipient Administrative Agent or such Lender, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction deductions been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion of the Administrative Agent) require the deduction or withholding of any Tax from any such payment by the any Agent or a Loan Party, then the such Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If any Loan Party or the any Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Agent, as required by such Laws, Agent shall withhold or make such deductions as are determined by it such Loan Party or such Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Agent, to the extent required by such Laws, Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such the applicable Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall be made free and clear of and without deduction reduction or withholding for any Indemnified Taxes or Other Taxes. If, except as required by applicable Laws. If any however, applicable Laws require the applicable withholding agent to withhold or deduct any Indemnified Taxes (including Other Taxes), such Tax shall be withheld or deducted in accordance with such Laws as determined in the good faith discretion of the Agent) require the deduction or withholding of any Tax from any such payment by the Agent or a Loan Party, then the Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) belowapplicable withholding agent. (ii) If any Loan Party or the Agent applicable withholding agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes Taxes, from any payment, then (A) such Loan Party or the Agent, as required by such Laws, applicable withholding agent shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) belowdeductions, (B) such Loan Party or the Agent, to the extent required by such Laws, applicable withholding agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such applicable Laws, and (C) to the extent that the withholding Taxes so withheld and deducted are Indemnified Taxes or deduction is made on account of Indemnified Other Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01Section) have been made, the applicable Recipient Administrative Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Credit Party hereunder or under any other Loan Document shall shall, to the extent permitted by applicable Laws, be made free and clear of and without deduction or withholding for of any Taxes. If, except as required by applicable Laws. If any however, applicable Laws require the applicable withholding agent to withhold or deduct any Tax (as determined in the good faith discretion of the Agent) require the deduction or applicable withholding of any agent), such Tax from any such payment by the Agent or a Loan Party, then the Agent or such Loan Party shall be entitled to make withheld or deducted in accordance with such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) belowLaws. (ii) If any Loan Party or the Agent applicable withholding agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Agent, as required by such Laws, applicable withholding agent shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) belowrequired, (B) such Loan Party or the Agent, to the extent required by such Laws, applicable withholding agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, applicable Laws and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Loan Credit Party shall be increased as necessary so that after any required withholding or the making of all required and deductions have been made (including withholding and deductions applicable to additional sums payable under this Section 3.01) 2.15), the Administrative Agent, an applicable Recipient Lender, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Credit Party hereunder or under any other Loan Document shall shall, to the extent permitted by applicable laws, be made free and clear of and without deduction or withholding for of any Taxes. If, except as required by however, applicable Laws. If laws require the applicable withholding agent to withhold or deduct any applicable Laws Tax (as determined in the good faith discretion of the Agent) require the deduction or applicable withholding of any agent), such Tax from any such payment by the Agent or a Loan Party, then the Agent or such Loan Party shall be entitled to make withheld or deducted in accordance with such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) belowlaws. (iii) If any Loan Party or the Agent applicable withholding agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Agent, as required by such Laws, applicable withholding agent shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) belowrequired, (B) such Loan Party or the Agent, to the extent required by such Laws, applicable withholding agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, applicable laws and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Loan Credit Party shall be increased as necessary so that after any required withholding or the making of all required and deductions have been made (including withholding and deductions applicable to additional sums payable under this Section 3.01) 2.15), the applicable Recipient Lender (or, in the case of an amount paid to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Credit Party hereunder or under any other Loan Document shall shall, to the extent permitted by applicable laws, be made free and clear of and without deduction or withholding for of any Taxes. If, except as required by however, applicable Laws. If laws require the applicable withholding agent to withhold or deduct any applicable Laws Tax (as determined in the good faith discretion of the Agent) require the deduction or applicable withholding of any agent), such Tax from any such payment by the Agent or a Loan Party, then the Agent or such Loan Party shall be entitled to make withheld or deducted in accordance with such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) belowlaws. (iii) If any Loan Party or the Agent applicable withholding agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Agent, as required by such Laws, applicable withholding agent shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) belowrequired, (B) such Loan Party or the Agent, to the extent required by such Laws, applicable withholding agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, applicable laws and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Loan Credit Party shall be increased as necessary so that after any required withholding or the making of all required and deductions have been made (including withholding and deductions applicable to additional sums payable under this Section 3.01) 2.16), the applicable Recipient Lender (or, in the case of an amount paid to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Party the Issuer under any Loan Document this Note or the Note Purchase Agreement shall to the extent permitted by applicable Laws be made free and clear of and without deduction reduction or withholding for any Taxes. If, except as required by applicable Laws. If any however, applicable Laws (as determined in the good faith discretion of the Agent) require the deduction Issuer to withhold or withholding of deduct any Tax, such Tax from any such payment by the Agent or a Loan Party, then the Agent or such Loan Party shall be entitled to make withheld or deducted in accordance with such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) belowLaws. (iii) If any Loan Party or the Agent Issuer shall be required by any applicable Laws other than the Code Law to withhold or deduct any Taxes from any paymentpayment described in Section 8.03(a), then then: (A1) such Loan Party or the Agent, as required by such Laws, Issuer shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection Section 8.03(f); (e2) below, (B) such Loan Party or the Agent, to the extent required by such Laws, Issuer shall timely pay the full amount withheld or deducted to the relevant Governmental Authority Entity or taxing authority in accordance with such Lawsthe applicable Law, and and (C3) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party Issuer shall be increased as necessary so that after any required withholding or the making of all required deductions with respect to such Indemnified Taxes (including deductions applicable to additional sums payable under this Section 3.01) 8.03), the applicable Recipient Holder receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Party hereunder or under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion of the Withholding Agent) require the deduction or withholding of any Tax from any such payment by the Agent or a Loan PartyWithholding Agent, then the such Withholding Agent or such Loan Party shall be entitled to make such deduction or withholding, withholding in accordance with applicable law and upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If any Loan Party or the Withholding Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Withholding Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required in accordance with applicable Law and based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Withholding Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Credit Party hereunder or under any Loan other Credit Document shall to the extent permitted by applicable laws be made free and clear of and without deduction reduction or withholding for any Taxes. If, except as required by however, applicable Laws. If laws require any applicable Laws (as determined in the good faith discretion of the Agent) require the deduction Withholding Agent to withhold or withholding of deduct any Tax, such Tax from any such payment by the Agent or a Loan Party, then the Agent or such Loan Party shall be entitled to make withheld or deducted in accordance with such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) belowlaws as reasonably determined by such Withholding Agent. (ii) If any Loan Party or the Withholding Agent shall be required by any applicable Laws other than the Code law to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Agent, as required by such Laws, Withholding Agent shall withhold or make such deductions as are reasonably determined by it such Withholding Agent to be required based upon the information and documentation it has received pursuant to subsection (e) belowby applicable law, (B) such Loan Party or the Agent, to the extent required by such Laws, Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Credit Party shall be increased as necessary so that after any required withholding or the making of all required deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 3.015.4) each Lender (or, in the applicable Recipient case of a payment to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such withholding or deduction deductions been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Party the Issuer under any Loan Document this Note or the Note Purchase Agreement shall to the extent permitted by applicable Laws be made free and clear of and without deduction reduction or withholding for any Taxes. If, except as required by however, applicable Laws require the Issuer to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws. If any applicable Laws (as determined in the good faith discretion of the Agent) require the deduction or withholding of any Tax from any such payment by the Agent or a Loan Party, then the Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below.​ (iii) If any Loan Party or the Agent Issuer shall be required by any applicable Laws other than the Code Law to withhold or deduct any Taxes from any paymentpayment described in Section 8.03(a), then then: ​ (A1) such Loan Party or the Agent, as required by such Laws, Issuer shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection Section 8.03(f); (e2) below, (B) such Loan Party or the Agent, to the extent required by such Laws, Issuer shall timely pay the full amount withheld or deducted to the relevant Governmental Authority Entity or taxing authority in accordance with such Lawsthe applicable Law, and ​ (C3) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party Issuer shall be increased as necessary so that after any required withholding or the making of all required deductions with respect to such Indemnified Taxes (including deductions applicable to additional sums payable under this Section 3.01) 8.03), the applicable Recipient Holder receives an amount equal to the sum it would have received had no such withholding or deduction been made.. ​

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable LawsApplicable Law. If any applicable Laws Applicable Law (as determined in the good faith discretion of the Administrative Agent) require requires the deduction or withholding of any Tax from any such payment by the Administrative Agent or a Loan Party, then the Administrative Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (eSection 3.01(e) below. (ii) If any Loan Party or the Administrative Agent shall be required by any applicable Laws other than the Code to withhold withholds or deduct deducts any Taxes from any payment, then (A) such Loan Party or the Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Agent, to the extent required by such Laws, Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such LawsApplicable Law, and (CB) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Party hereunder or under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If the Code or any other applicable Laws (as determined in the good faith discretion of the Agent) Administrative Agent or a Loan Party, as applicable require the deduction or withholding of any Tax from any such payment by the Administrative Agent or a Loan Party, including both United States Federal backup withholding and withholding taxes, then the Administrative Agent or such Loan Party shall be entitled to make such deduction or withholding, withholding upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If any Loan Party or the Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (ee)(e) below, . (Bii) such The applicable Loan Party or the Agent, to the extent required by such Laws, Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required such withholding or the making of all required such deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Party ‎Party under any Loan Document shall be made without deduction or withholding for any Taxes‎Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the ‎the good faith discretion of the an applicable Withholding Agent) require the deduction or withholding ‎withholding of any Tax from any such payment by the Agent or a Loan PartyWithholding Agent, then the ‎applicable Withholding Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If any Loan Party or the Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Agent, to the extent required by such Laws, withholding ‎and shall timely pay the full amount deducted or withheld or deducted to the relevant Governmental Authority ‎Authority in accordance with applicable Law and, if such LawsTax is an Indemnified Tax, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, ‎then the sum payable by the applicable Loan Party shall be increased as necessary so that after ‎after any required withholding or the making of all required deductions (including deductions ‎deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient ‎Recipient receives an amount equal to the sum it would have received had no such withholding ‎withholding or deduction been made. For purposes of this Section 3.01, the term ‎‎“applicable Law” includes FATCA, and the term “Lender” includes any L/C Issuer.‎ iv.Paragraph (c) of Section 3.03 of the Credit Agreement is hereby deleted in its entirety and replaced with the following new paragraphs (c), (d), (e), (f) and (g):

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all allAll payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall shall, except to the extent required by applicable laws, be made free and clear of and without deduction reduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion of the Agent) require the deduction or withholding of any Tax from any such payment by the Agent or a Loan Party, then the Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If any Loan Party or the Agent any other applicable withholding agent shall be required by any applicable Laws other than the Code laws to withhold or deduct any Taxes from or in respect of any paymentpayment made by any Loan Party under any Loan Document (as determined by the applicable withholding agent), then (A) such the applicable Loan Party or the Agent, as required by such Laws, other applicable withholding agent shall withhold or make such deductions as are determined by it such withholding agent to be required based upon the information and documentation it has received pursuant to subsection (e) belowrequired, (B) such the applicable Loan Party or the Agent, to the extent required by such Laws, other applicable withholding agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Lawsapplicable law, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions have been made (including withholding or deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient Lender (or, in the case of any amount received by the Administrative Agent for its own account, the Administrative Agent), receives an amount equal to the sum it would have received had no such withholding or deduction on account of Indemnified Taxes or Other Taxes been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Party hereunder or under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion of the applicable Withholding Agent) require the deduction or withholding of any Tax from any such payment by the Agent or a Loan PartyWithholding Agent, then (i) the applicable Withholding Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. , (ii) If any Loan Party or the applicable Withholding Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such applicable Laws, and (Ciii) to the extent that the withholding or deduction is made on account of Indemnified Taxes, then the sum payable by the applicable Loan Party shall be increased as necessary so that after any required such withholding or the making of all required deductions have been made (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Party the Borrower hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without deduction reduction or withholding for any Taxes. If, except as required by applicable Laws. If any however, applicable Laws (require the Borrower to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined in the good faith discretion of the Agent) require the deduction or withholding of any Tax from any such payment by the Agent or a Loan Party, then the Agent or such Loan Party shall be entitled to make such deduction or withholding, Borrower upon the basis of the information and documentation to be delivered pursuant to subsection (e) below.. A/74396737.7 (ii) If any Loan Party or the Agent Borrower shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) such Loan Party or the Agent, as required by such Laws, Borrower shall withhold or make such deductions as are determined by it the Borrower to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Agent, to the extent required by such Laws, Borrower shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Lawsthe Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Loan Party Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01Section) the applicable Recipient receives an amount Lenders receive amounts equal to the sum it they would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Party hereunder or under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion of the Administrative Agent) require the deduction or withholding of any Tax from any such payment by the Administrative Agent or a Loan Party, then the Administrative Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If any Loan Party or the Administrative Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) such Loan Party or the Agent, as required by such Laws, Administrative Agent shall withhold or make such deductions as are determined by it the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Agent, to the extent required by such Laws, Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Lawsthe Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable LawsApplicable Law. If any applicable Laws Applicable Law (as determined in the good faith discretion of the Administrative Agent) require requires the deduction or withholding of any Tax from any such payment by the Administrative Agent or a Loan Party, then the Administrative Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (eSection 3.01(e) below. (ii) If any Loan Party or the Administrative Agent shall be required by any applicable Laws other than the Code to withhold withholds or deduct deducts any Taxes from any payment, then (A) such Loan Party or the Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Agent, to the extent required by such Laws, Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such LawsApplicable Law, and (CB) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.010) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Party the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable LawsLaw (which, for purposes of this Section 3.09, shall include FATCA). If any applicable Laws Law (as determined in the good faith discretion of the AgentAdministrative Agent or the Borrower, as applicable, taking into account the information and documentation delivered pursuant to Section 3.09(e) require below) requires the deduction or withholding of any Tax from any such payment by the Administrative Agent or a Loan Partythe Borrower, then the Administrative Agent or such Loan Party the Borrower shall be entitled to make such deduction or withholding, upon withholding and shall timely pay the basis of full amount deducted or withheld to the information and documentation to be delivered pursuant to subsection (e) belowrelevant Governmental Authority in accordance with such applicable Law. (ii) If any Loan Party the Administrative Agent or the Agent shall be Borrower are required by to deduct or withhold any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (ATax described in Section 3.09(a)(i) such Loan Party or the Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Agent, to the extent required by such Laws, shall must timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Lawsan applicable Law, and (C) to if the extent that the withholding or deduction Tax is made on account of an Indemnified TaxesTax, then, the sum payable by the applicable Loan Party Borrower shall be increased as necessary so that after any required such deduction or withholding or the making of all required deductions has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.013.09) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any the Loan Party Parties hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without deduction reduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (require any Loan Party or the Administrative Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined in the good faith discretion of the Agent) require the deduction or withholding of any Tax from any such payment by the Agent or a Loan Party, then the Agent or such Loan Party shall be entitled to make such deduction or withholdingthe Administrative Agent, upon as the basis of the information and documentation to be delivered pursuant to subsection (e) belowcase may be. (ii) If any the Loan Party Parties or the Administrative Agent shall be required by any applicable Laws other than (including, for the Code avoidance of doubt, the Internal Revenue Code) to withhold or deduct any Taxes from any payment, then (A) such the Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) belowrequired, (B) such Loan Party or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient Administrative Agent, any Lender or the L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Party the Borrower hereunder or under any other Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in to the good faith discretion of the Agent) require the deduction or withholding of any Tax from any such payment by the Agent or a Loan Party, then the Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below.extent 70 #98230960v1 (ii) If any Loan Party the Borrower or the Administrative Agent shall be required by any applicable Laws other than the Code law to withhold or deduct any Taxes from any paymentpayment under any Loan Document, then (A) such Loan Party the Borrower or the Administrative Agent, as required by such Lawsapplicable, shall withhold or make such deductions as are determined by it the Borrower or the Administrative Agent, as applicable, to be required based upon the information and documentation it it, or the applicable taxing authority, has received pursuant to subsection (e) belowbelow (for the avoidance of doubt, (B) in the case of any such Loan Party or the Agentinformation and documentation received by an applicable taxing authority, solely to the extent required by the Borrower or the Administrative Agent has been provided with a copy of such Lawsinformation and documentation or otherwise has actual knowledge of such information and documentation and, in each case, is entitled to rely thereon), (b) the Borrower or the Administrative Agent, as applicable, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Lawsapplicable law, and (Cc) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Loan Party Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.013.05) the applicable Recipient Administrative Agent or any Lender or Issuing Lender receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) For purposes of this Section 4.02, the terms “Lender” and “Foreign Lender” include any Issuing Bank. (ii) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion of the Agent) require the deduction or withholding of any Tax from any such payment by the Agent or a Loan Party, then the Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (iiiii) If any Loan Party or the Agent shall be required (as determined in the good faith discretion of such Loan Party or the Agent) by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) belowrequired, (B) such Loan Party or the Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.014.02) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion of the applicable Withholding Agent) require the deduction or withholding of any Tax from any such payment by a Withholding Agent, the applicable Withholding Agent or a Loan Party, then the Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) . If any Loan Party or the Withholding Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes Taxes, including U.S. federal backup withholding and withholding taxes, from any payment, then (A) such Loan Party or the Agent, as required by such Laws, applicable Withholding Agent shall withhold or make such deductions as are determined by it such Withholding Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Agent, to the extent required by such Laws, applicable Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such the applicable Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.012.18) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion of the an applicable Withholding Agent) require the deduction or withholding of any Tax from any such payment by the Administrative Agent or a Loan Party, then the applicable Withholding Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If any Loan Party or the applicable Withholding Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes Taxes, including both United States federal backup withholding and withholding taxes, from any payment, then (A) such Loan Party or the Agent, as required by such Laws, Withholding Agent shall withhold or make such deductions as are determined by it such Withholding Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Agent, to the extent required by such Laws, Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Lawsthe Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any such required withholding or the making of all such required deductions (including such deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) i. Any and all payments by or on account of any obligation of any Loan Credit Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith reasonable discretion of the Administrative Agent) require the deduction or withholding of any Tax from any such payment by the Administrative Agent or a Loan Credit Party, then the Administrative Agent or such Loan Credit Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) . If any Loan Credit Party or the Administrative Agent shall be required by the Code or any other applicable Laws other than the Code to withhold or deduct any Taxes Taxes, including United States federal backup withholding, United States withholding taxes and non-United States withholding taxes, from any payment, then (A) such Loan Credit Party or the Agent, Administrative Agent as required by the Code or such Laws, Laws shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Credit Party or the Administrative Agent, to the extent required by the Code or such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code or such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Credit Party shall be increased as necessary so that that, after any required withholding or the making of all required deductions (including deductions and withholdings applicable to additional sums payable under this Section 3.01) 3.2), the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any a Loan Party hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without deduction reduction or withholding for any Taxes. If, except as required by applicable Laws. If any however, applicable Laws (require an applicable withholding agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined in the good faith discretion of the Agent) require the deduction or withholding of any Tax from any such payment by the Agent or a Loan Party, then the Agent or such Loan Party shall be entitled to make such deduction or withholdingthe Administrative Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If any Loan Party or the Agent applicable withholding agent shall be required by any applicable Laws other than the Code Law to withhold or deduct any Taxes Taxes, including both United States federal backup withholding and withholding Taxes, from any payment, then (A) such Loan Party or the Agent, as required by such Laws, withholding agent shall withhold or make such deductions as are determined by it such withholding agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Agent, to the extent required by such Laws, withholding agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Lawsapplicable Law, and (C) if such Tax subject to the extent that the withholding or deduction is made on account of an Indemnified TaxesTax, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including withholding or deductions applicable to additional sums payable under this Section 3.01Section) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion of by the AgentAgent or an applicable Loan Party) require the deduction or withholding of any Tax from any such payment by the Agent or a Loan PartyParty (as applicable), then the Agent or such Loan Party (as applicable) shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If any Loan Party or the Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any the Loan Party Parties hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without deduction reduction or withholding for any Taxes. If, except as required by however, applicable Laws. If Law requires the withholding or deduction of any applicable Tax, such Tax shall be withheld or deducted in accordance with such Laws (as determined in the good faith discretion of the Agent) require the deduction or withholding of any Tax from any such payment by the Borrower Agent or a Loan PartyCollateral Agent, then as the Agent or such Loan Party shall be entitled to make such deduction or withholdingcase may be, upon the basis of taking into account the information and documentation to be delivered pursuant to subsection (e) below. (ii) If any Loan Party applicable Law requires the withholding or the Agent shall be required by any applicable Laws other than the Code to withhold or deduct deduction of any Taxes from any paymentpayment under any Loan Document, then (A) such the applicable Loan Party or the Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon taking into account the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Lawsthe applicable Law, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party Parties shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01Section) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion of the Administrative Agent) require the deduction or withholding of any Tax from any such payment by the Administrative Agent or a Loan Party, then the Administrative Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If any Loan Party or the Administrative Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion of the Administrative Agent) require the deduction or withholding of any Tax from any such payment by the Administrative Agent or a Loan Party, then (A) the Administrative Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If any Loan Party or the Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent or such Loan Party or the AgentParty, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion of the Agent) require the deduction or withholding of any Tax from any such payment by the Agent or a Loan Party, then the Agent or such Loan Party 9656966v810314033v12 shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If any Loan Party or the Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any the Loan Party Parties hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without deduction reduction or withholding for any Taxes. If, except as required by however, applicable Laws. If Law requires the withholding or deduction of any applicable Tax, such Tax shall be withheld or deducted in accordance with such Laws (as determined in by Borrower or Administrative Agent, as the good faith discretion of the Agent) require the deduction or withholding of any Tax from any such payment by the Agent or a Loan Party, then the Agent or such Loan Party shall be entitled to make such deduction or withholdingcase may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If any Loan Party applicable Law requires the withholding or the Agent shall be required by any applicable Laws other than the Code to withhold or deduct deduction of any Taxes from any paymentpayment under any Loan Document, then (A) such the applicable Loan Party or the Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Lawsthe applicable Law, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party Parties shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.013.01(a)) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any the Loan Party Parties hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without deduction reduction or withholding for any Taxes. If, except as required by applicable Laws. If any however, applicable Laws (require any Loan Party to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined in the good faith discretion of the Agent) require the deduction or withholding of any Tax from any by such payment by the Agent or a Loan Party, then as the Agent or such Loan Party shall be entitled to make such deduction or withholdingcase may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If any the Loan Party or the Agent Parties shall be required by any applicable Laws other than the Internal Revenue Code to withhold or deduct any Taxes Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) such the Loan Party or the Agent, as required by such Laws, Parties shall withhold or make such deductions as are determined by it the Lender to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such the Loan Party or the Agent, to the extent required by such Laws, Parties shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Lawsthe Internal Revenue Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Loan Party Parties shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01Section) the applicable Recipient Lender receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any For purposes of this Section 4.02, the term “Lender” includes the Swing Line Lender and all any Issuing Bank. (ii) All payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. for (iii) If any applicable Laws withholding agent shall be required (as determined in the good faith discretion of the Agentsuch applicable withholding agent) require the deduction or withholding of any Tax from any such payment by the Agent or a Loan Party, then the Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If any Loan Party or the Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from in respect of any payment, then (A) such Loan Party or the Agentapplicable withholding agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) belowrequired, (B) such Loan Party or the Agentapplicable withholding agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including any withholding or deductions in respect of Indemnified Taxes applicable to additional sums payable under this Section 3.014.02) the applicable Recipient Lender (or, in the case of any payment made to the Agent for its own account, the Agent) receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any the Loan Party Parties hereunder or under any other Loan Document shall be made free and clear of and without deduction reduction or withholding for any Taxes, Taxes except as required by applicable LawsLaw. If If, however, applicable Law requires the withholding or deduction of any applicable Tax, such Tax shall be withheld or deducted in accordance with such Laws (as determined in the good faith discretion of the Agent) require the deduction or withholding of any Tax from any such payment by the Agent or a applicable Loan Party, then the Administrative Agent or such Loan Party shall be entitled to make such deduction or withholdingother applicable withholding agent, upon as the basis of the information and documentation to be delivered pursuant to subsection (e) belowcase may be, in its good faith discretion. (ii) If any Loan Party applicable Law requires the withholding or the Agent shall be required by any applicable Laws other than the Code to withhold or deduct deduction of any Taxes from any paymentpayment under any Loan Document, then (A) such the applicable Loan Party (or the Administrative Agent, as required by such Laws, applicable) shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) belowrequired, (B) such Loan Party (or the Administrative Agent, to the extent required by such Laws, as applicable) shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, the applicable Law and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party Parties shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01Section) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i1) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion of the an applicable Withholding Agent) require the deduction or withholding of any Tax from any such payment by the Agent or a Loan PartyWithholding Agent, then the Withholding Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (iii) If any Loan Party or the Withholding Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Withholding Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) belowrequired, (B) such Loan Party or the Withholding Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall be made free and clear of and without deduction reduction or withholding for any Indemnified Taxes or Other Taxes. If, except as required by however, applicable Laws. If Laws require the applicable withholding agent to withhold or deduct any applicable Indemnified Taxes (including Other Taxes), such Tax shall be withheld or deducted in accordance with such Laws (as determined in the good faith discretion of the Agent) require the deduction or withholding of any Tax from any such payment by the Agent or a Loan Party, then the Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) belowapplicable withholding agent). (ii) If any Loan Party or the Agent applicable withholding agent shall be required by any applicable Laws other than the Code to withhold or deduct any Indemnified Taxes or Other Taxes from any payment, then (A) such Loan Party or the Agent, as required by such Laws, applicable withholding agent shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) belowdeductions, (B) such Loan Party or the Agent, to the extent required by such Laws, applicable withholding agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, applicable Laws and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01Section) have been made, each Lender or L/C Issuer, as the applicable Recipient case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion of the Agent) require the deduction or withholding of any Tax from any such payment by the Agent or a Loan Party, then the Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If any Loan Party or the Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased .increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation Obligation of any Loan Party the Borrower hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without deduction reduction or withholding for any Taxes. If, except as required by applicable Laws. If any however, applicable Laws (require the Borrower or the Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined in by the good faith discretion of Borrower or the Agent) require , as the deduction or withholding of any Tax from any such payment by the Agent or a Loan Party, then the Agent or such Loan Party shall be entitled to make such deduction or withholdingcase may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) . If any Loan Party the Borrower or the Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) such Loan Party or the Agent, as required by such Laws, Agent shall withhold or make such deductions as are -49- 2076882.7 determined by it the Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Agent, to the extent required by such Laws, Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Lawsthe Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Loan Party Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01Section) the applicable Recipient Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Party the Borrower hereunder or under any Loan Document the Notes shall to the extent permitted by applicable laws be made free and clear of and without deduction reduction or withholding for any Taxes. If, except as required by however, applicable Laws. If laws require the Withholding Agent to withhold or deduct any applicable Laws (Tax, such Tax shall be withheld or deducted in accordance with such laws as determined in the good faith discretion of the Agent) require the deduction or withholding of any Tax from any such payment by the Withholding Agent or a Loan Party, then the Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If any Loan Party or the Withholding Agent shall be required by any applicable Laws other than the Code law to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Agent, as required by such Laws, Withholding Agent shall withhold or make such deductions as are determined by it the Withholding Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Agent, to the extent required by such Laws, Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Lawsapplicable law, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Loan Party Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions those applicable to additional sums payable under this Section 3.012.12) the applicable Recipient Administrative Agent or any Lender receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any For purposes of this Section 4.02, the term “Lender” includes the Swing Line Lender and all any Issuing Bank and the term “applicable Laws” includes FATCA. (ii) All payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. . (iii) If any applicable Laws withholding agent shall be required (as determined in the good faith discretion of the Agentsuch applicable withholding agent) require the deduction or withholding of any Tax from any such payment by the Agent or a Loan Party, then the Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If any Loan Party or the Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from in respect of any payment, then (A) such Loan Party or the Agentapplicable withholding agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) belowrequired, (B) such Loan Party or the Agentapplicable withholding agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including any withholding or deductions applicable to additional sums payable under this Section 3.014.02) the applicable Recipient Lender (or, in the case of any payment made to the Agent for its own account, the Agent) receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Party the Company under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Lawslaws. If any applicable Laws laws (as determined in the good faith discretion of the an applicable Withholding Agent) require the deduction or withholding of any Tax from any such payment by the Agent or a Loan PartyWithholding Agent, then the such Withholding Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection paragraph (e) below. (ii) If any Loan Party Without limiting Section 2.15(a)(i), if the Company or the Administrative Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes Taxes, including both United States federal backup withholding and withholding taxes, from any payment, then (A) such Loan Party or the Agent, as required by such Laws, Administrative Agent shall withhold or make such deductions as are determined by it the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection paragraph (e) below, (B) such Loan Party or the Agent, to the extent required by such Laws, Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, the Code and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party Company shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.012.15) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.