Common use of Payments Free of Withholding Clause in Contracts

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b) hereof, each payment by the Borrower and the Guarantors under this Agreement or the other Loan Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the Borrower or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the Borrower or such Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender pays any amount in respect of any such taxes, penalties or interest, the Borrower or such Guarantor shall reimburse the Administrative Agent or such Lender for that payment on demand in the currency in which such payment was made. If the Borrower or such Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.

Payments Free of Withholding. Except as otherwise required by law and subject Subject to Section 13.1(b11.1 (b) hereof, each payment by the Borrower and the Guarantors under this Agreement or the other Loan Credit Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the Borrower or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein). If any such withholding is so required, the Borrower or such Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, thereon and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender Bank and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender Bank or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender Bank pays any amount in respect of any such taxes, penalties or interest, the interest Borrower or such Guarantor shall reimburse the Administrative Agent or such Lender that Bank for that payment on demand in the currency in which such payment was made. If the Borrower or such Guarantor pays pay any such taxes, penalties or interest, it they shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender Bank or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment. If any Bank or the Administrative Agent determines it has received or been granted a credit against or relief or remission for, or repayment of, any taxes paid or payable by it because of any taxes, penalties or interest paid by Borrower and evidenced by such a tax receipt, such Bank or Administrative Agent shall, to the extent it can do so without prejudice to the retention of the amount of such credit, relief, remission or repayment, pay to Borrower such amount as such Bank or Administrative Agent determines is attributable to such deduction or withholding and which will leave such Bank or Administrative Agent (after such payment) in no better or worse position than it would have been in if Borrower had not been required to make such deduction or withholding. Nothing in this Agreement shall interfere with the right of each Bank and the Administrative Agent to arrange its tax affairs in whatever manner it thinks fit nor obligate any Bank or the Administrative Agent to disclose any information relating to its tax affairs or any computations in connection with such taxes.

Payments Free of Withholding. Except as otherwise required by law and subject Subject to Section 13.1(b11.1(b) hereof, each payment by the Borrower and the Guarantors under this Agreement or the other Loan Credit Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the Borrower or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein). If any such withholding is so required, the Borrower or such Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, thereon and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender Bank and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender Bank or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender Bank pays any amount in respect of any such taxes, penalties or interest, interest the Borrower or such Guarantor shall reimburse the Administrative Agent or such Lender that Bank for that payment on demand in the currency in which such payment was made. If the Borrower or such Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender Bank or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment. If any Bank or the Agent determines it has received or been granted a credit against or relief or remission for, or repayment of, any taxes paid or payable by it because of any taxes, penalties or interest paid by the Borrower and evidenced by such a tax receipt, such Bank or Agent shall, to the extent it can do so without prejudice to the retention of the amount of such credit, relief, remission or repayment, pay to the Borrower such amount as such Bank or Agent determines is attributable to such deduction or withholding and which will leave such Bank or Agent (after such payment) in no better or worse position than it would have been in if the Borrower had not been required to make such deduction or withholding. Nothing in this Agreement shall interfere with the right of each Bank and the Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige any Bank or the Agent to disclose any information relating to its tax affairs or any computations in connection with such taxes.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b10.1(d) hereof, each payment by the Borrower and the Guarantors or on behalf of any Loan Party under this Agreement or the other Loan Documents shall be made without withholding or deduction for or on account of any present or future taxes Taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the Borrower or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or thereinConnection Taxes). If any such withholding is so required, the Borrower such withholding or such Guarantor deduction shall make the withholdingbe made, pay the amount withheld shall be paid to the appropriate governmental authority Governmental Authority before penalties attach thereto or interest accrues thereon, and forthwith the relevant Loan Party shall pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender and the Administrative Agent free and clear of such taxes Taxes (including such taxes Taxes on such additional amount) is equal to the amount which that Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender pays any amount in respect of any such taxes, penalties or interestIndemnified Taxes, the Borrower or such Guarantor shall reimburse the Administrative Agent or such Lender for that payment on demand in the currency in which such payment was mademade whether or not such amounts were correctly or legally imposed promptly following the date the Lender or the Administrative Agent makes written demand therefor, which demand shall be accompanied by a certificate describing in reasonable detail the basis thereof. If Notwithstanding the Borrower foregoing, a Loan Party shall not be required to pay any additional amounts or reimburse any Lender or the Administrative Agent with respect to any Taxes (i) that, except as provided in Section 10.1(d), are attributable to a Lender’s failure to comply with the requirements of Section 10.1(c), (ii) that are United States federal withholding Taxes imposed on amounts payable to a Lender or Administrative Agent at the time such Guarantor pays Lender or Administrative Agent becomes a party to this Agreement (or, if such Lender or Administrative Agent was a party to the First Amended and Restated Credit Agreement immediately prior to the date of this Agreement, at the time such Lender or Administrative Agent became a party to the First Amended and Restated Credit Agreement), except to the extent such Lender’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts or reimbursement under this Section 10.1(a), (iii) that are attributable to a Lender or the Administrative Agent designating a successor lending office at which it maintains its Obligations other than at the request of the applicable Loan Party and except to the extent such Lender or the Administrative Agent was entitled, at the time of the successor lending office is designated, to receive additional amounts from the applicable Loan Party with respect to such Taxes pursuant to this clause, or (iv) imposed due to a failure by any Lender, the Administrative Agent or any foreign financial institution through which payments under this Agreement are made to comply with any applicable certification, documentation, information or other reporting requirement concerning the nationality, residence, identity, direct or indirect ownership of or investment in, or connection with the United States of America of any Lender or Administrative Agent or any foreign financial institution through which payments under this Agreement are made if such taxescompliance is required by Sections 1471-1474 of the Code or any Treasury Regulation promulgated or Revenue Ruling, penalties Revenue Procedure, or interestNotice issued by the IRS thereunder or any agreement entered into pursuant to Section 1471(b)(1) of the Code, it and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections of the Code (“FATCA”) as a precondition to relief or exemption from such Taxes (such Taxes described in clauses (i) through (iv), together with Connection Taxes, “Excluded Taxes”). After any payment of Taxes or Other Taxes by any Loan Party to a Governmental Authority pursuant to this Section 10.1, such Loan Party shall deliver official tax receipts evidencing that payment or certified copies thereof (or, if such receipts are not available, other evidence of payment reasonably acceptable to the relevant Lender or Administrative Agent) to the Lender or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b12.1(b) hereof, each payment by the Borrower and the Guarantors under this Agreement or the other Loan Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the Borrower or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the Borrower or such Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender pays any amount in respect of any such taxes, penalties or interest, the Borrower or such Guarantor shall reimburse the Administrative Agent or such Lender for that payment on demand in the currency in which such payment was made. If the Borrower or such Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.

Payments Free of Withholding. Except as otherwise required by law and subject Subject to Section 13.1(b11.1(b) hereof, each payment by the Borrower and the Guarantors under this Agreement or the other Loan Credit Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the Borrower or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein). If any such withholding is so required, the Borrower or such Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, thereon and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender Bank and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender Bank or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender Bank pays any amount in respect of any such taxes, penalties or interest, interest the Borrower or such Guarantor shall reimburse the Administrative Agent or such Lender that Bank for that payment on demand in the currency in which such payment was madedemand. If the Borrower or such Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender Bank or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment. If any Bank or the Agent determines it has received or been granted a credit against or relief or remission for, or repayment of, any taxes paid or payable by it because of any taxes, penalties or interest paid by the Borrower and evidenced by such a tax receipt, such Bank or Agent shall, to the extent it can do so without prejudice to the retention of the amount of such credit, relief, remission or repayment, pay to the Borrower such amount as such Bank or Agent determines is attributable to such deduction or withholding and which will leave such Bank or Agent (after such payment) in no better or worse position than it would have been in if the Borrower had not been required to make such deduction or withholding. Nothing in this Agreement shall interfere with the right of each Bank and the Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige any Bank or the Agent to disclose any information relating to its tax affairs or any computations in connection with such taxes.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b) hereof, each payment by the each Borrower and the Guarantors under this Agreement or the other Loan Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the such Borrower or such Guarantor is domiciled, any jurisdiction from which the such Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the such Borrower or such Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender Lender, the L/C Issuer, and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender Lender, L/C Issuer, or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent Agent, the L/C Issuer, or any Lender pays any amount in respect of any such taxes, penalties or interest, the such Borrower or such Guarantor shall reimburse the Administrative Agent Agent, the L/C Issuer or such Lender for that payment on demand in the currency in which such payment was made. If the such Borrower or such Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender Lender, the L/C Issuer or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b) hereof, each payment by the Borrower Borrowers and the Guarantors under this Agreement or the other Loan Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the Borrower or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or thereinTaxes. If any such withholding is so required, the Borrower Borrowers or such Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, and and, with respect to Indemnified Taxes, forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender Lender, the L/C Issuer, and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender Lender, L/C Issuer, or the Administrative Agent (as the case may be) would have received had such withholding for or on account of Indemnified Taxes not been made. If the Administrative Agent Agent, the L/C Issuer, or any Lender pays any amount in respect of any such taxes, penalties or interestIndemnified Taxes, the Borrower Borrowers or such Guarantor shall reimburse the Administrative Agent Agent, the L/C Issuer or such Lender for that payment on within 15 Business Days after demand in the currency in which such payment was made. If the Borrower Borrowers or such Guarantor pays any such taxesTaxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender Lender, the L/C Issuer or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.

Payments Free of Withholding. Except as otherwise required by law and subject Subject to Section 13.1(b11.1 (b) hereof, each payment by the Borrower and the Guarantors under this Agreement or the other Loan Credit Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) recipient imposed by or within the jurisdiction in which the Borrower recipient is organized or such Guarantor is domiciled, conducts business (other than any jurisdiction from in which the Borrower recipient is deemed to conduct business solely as the result of entering into this Agreement or such Guarantor makes any payment, other Credit Document or (in each casereceiving any payment or taking any action thereunder) any political subdivision or taxing authority thereof or thereinand taxes imposed by FATCA). If any such withholding is so required, the Borrower or such Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereonthereon and, and except with respect to taxes imposed by FATCA, forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender Bank and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender Bank or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender Bank pays any amount in respect of any such taxes, penalties or interestinterest (other than taxes, penalties or interest imposed by FATCA), the Borrower or such Guarantor shall reimburse the Administrative Agent or such Lender that Bank for that payment on demand in the currency in which such payment was made. If the Borrower or such Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender Bank or the Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment. If any Bank or the Administrative Agent determines it has received or been granted a credit against or relief or remission for, or repayment of, any taxes paid or payable by it because of any taxes, penalties or interest paid by the Borrower and evidenced by such a tax receipt, such Bank or the Administrative Agent shall, to the extent it can do so without prejudice to the retention of the amount of such credit, relief, remission or repayment, pay to the Borrower such amount as such Bank or the Administrative Agent determines is attributable to such deduction or withholding and which will leave such Bank or the Administrative Agent (after such payment) in no better or worse position than it would have been in if the Borrower had not been required to make such deduction or withholding. Nothing in this Agreement shall interfere with the right of each Bank and the Administrative Agent to arrange its tax affairs in whatever manner it thinks fit nor obligate any Bank or the Administrative Agent to disclose any information relating to its tax affairs or any computations in connection with such taxes, other than the information required to be disclosed pursuant to Section 11.1(d) hereof.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b10.1(b) hereof, each payment by the Borrower and the Guarantors under this Agreement or the other Loan Documents shall be made without withholding or deduction for or on account of any present or future taxes taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto (other than overall net income taxes on the recipientrecipient imposed by the jurisdiction in which its principal executive office or Lending Office is located) imposed by or within the jurisdiction in which the Borrower or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor any other Person on behalf of the Borrower makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding or deduction is so requiredrequired by law, the Borrower or such Guarantor shall make the withholdingwithholding or deduction, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, thereon and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender pays any amount in respect of any such taxes, penalties or interest, the Borrower or with respect to whom such Guarantor payments were made shall reimburse the Administrative Agent or such Lender for that payment on demand in the currency in which such payment was made. If the Borrower or such Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b) hereof, each payment by the Borrower and the Guarantors or any Guarantor under this Agreement or the other Loan Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the Borrower or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the Borrower or such the relevant Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, thereon and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender pays any amount in respect of any such taxes, penalties penalties, or interest, the Borrower or such the relevant Guarantor shall reimburse the Administrative Agent or such Lender for that payment on within 20 days after demand therefor in the currency in which such payment was made. If the Borrower or such a Guarantor pays any such taxes, penalties penalties, or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender or the Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b) hereof, each payment by the Borrower Borrowers and the Guarantors under this Agreement or the other Loan Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the such Borrower or such Guarantor is domiciled, any jurisdiction from which the such Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the such Borrower or such Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender Lender, the L/C Issuer, and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender Lender, L/C Issuer, or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent Agent, the L/C Issuer, or any Lender pays any amount in respect of any such taxes, penalties or interest, the such Borrower or such Guarantor shall reimburse the Administrative Agent Agent, the L/C Issuer or such Lender for that payment on demand in the currency in which such payment was made. If the such Borrower or such Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender Lender, the L/C Issuer or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b) hereof3.1(b), each payment by the Borrower and the Guarantors under this Agreement or the other Loan Documents shall be made without withholding or deduction for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the Borrower or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or thereinTaxes. If any such withholding or deduction is so required, the Borrower or such Guarantor shall make the withholdingwithholding or deduction, pay the amount withheld or deducted to the appropriate governmental authority Governmental Authority before penalties attach thereto or interest accrues thereon, and and, if such Tax is an Indemnified Tax, forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender Lender, each L/C Issuer, and the Administrative Agent free and clear of such taxes Taxes (including such taxes Taxes on such additional amount) is equal to the amount which that Lender Lender, L/C Issuer, or the Administrative Agent (as the case may be) would have received had such withholding or deduction not been made. If the Administrative Agent Agent, any L/C Issuer, or any Lender pays any amount in respect of any such taxesIndemnified Taxes, penalties or interest, the Borrower or such Guarantor shall reimburse the Administrative Agent Agent, such L/C Issuer or such Lender for that payment on demand in the currency in which such payment was made. If the Borrower or such Guarantor pays any such taxesTaxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender Lender, the L/C Issuer or Administrative Agent on whose account such withholding or deduction was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.

Payments Free of Withholding. Except as otherwise required by law and subject Subject to Section 13.1(b11.1 (b) hereof, each payment by the Borrower and the Guarantors under this Agreement or the other Loan Credit Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) recipient imposed by or within the jurisdiction in which the Borrower recipient is organized or such Guarantor is domiciled, conducts business (other than any jurisdiction from in which the Borrower recipient is deemed to conduct business solely as the result of entering into this Agreement or such Guarantor makes any payment, other Credit Document or (in each case) receiving any political subdivision payment or taxing authority thereof or thereintaking any action thereunder)). If any such withholding is so required, the Borrower or such Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, thereon and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender Bank and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender Bank or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender Bank pays any amount in respect of any such taxes, penalties or interest, the interest Borrower or such Guarantor shall reimburse the Administrative Agent or such Lender that Bank for that payment on demand in the currency in which such payment was made. If the Borrower or such Guarantor pays pay any such taxes, penalties or interest, it they shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender Bank or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment. If any Bank or the Administrative Agent determines it has received or been granted a credit against or relief or remission for, or repayment of, any taxes paid or payable by it because of any taxes, penalties or interest paid by Borrower and evidenced by such a tax receipt, such Bank or Administrative Agent shall, to the extent it can do so without prejudice to the retention of the amount of such credit, relief, remission or repayment, pay to Borrower such amount as such Bank or Administrative Agent determines is attributable to such deduction or withholding and which will leave such Bank or Administrative Agent (after such payment) in no better or worse position than it would have been in if Borrower had not been required to make such deduction or withholding. Nothing in this Agreement shall interfere with the right of each Bank and the Administrative Agent to arrange its tax affairs in whatever manner it thinks fit nor obligate any Bank or the Administrative Agent to disclose any information relating to its tax affairs or any computations in connection with such taxes.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b) hereof, each payment by the Borrower and the other Guarantors under this Agreement or the other Loan Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the Borrower or such other Guarantor is domiciled, any jurisdiction from which the Borrower or such other Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the Borrower or such other Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender pays any amount in respect of any such taxes, penalties or interest, the Borrower or such other Guarantor shall reimburse the Administrative Agent or such Lender for that payment on demand in the currency in which such payment was made. If the Borrower or such other Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b) hereof, each payment by the any Borrower and the Guarantors under this Agreement or the other Loan Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the such Borrower or such Guarantor is domiciled, any jurisdiction from which the such Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the relevant Borrower or such Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, thereon and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender Lender, the L/C Issuer and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender Lender, L/C Issuer or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent Agent, the L/C Issuer, or any Lender pays any amount in respect of any such taxes, penalties or interest, the Borrower Borrowers or such Guarantor shall reimburse the Administrative Agent Agent, or L/C Issuer or such Lender for that payment on demand in the currency in which such payment was made. If the any Borrower or such Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender Lender, the L/C Issuer or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b) hereof, each payment by the Borrower and the Guarantors under this Agreement or the other Loan Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the Borrower or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the Borrower or such Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender Lender, the L/C Issuer, and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender Lender, L/C Issuer, or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent Agent, the L/C Issuer, or any Lender pays any amount in respect of any such taxes, penalties or interest, the Borrower or such Guarantor shall reimburse the Administrative Agent Agent, the L/C Issuer or such Lender for that payment on demand in the currency in which such payment was made. If the Borrower or such Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender Lender, the L/C Issuer or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth (30th) day after payment.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b10.1(b) hereof, each payment by the Borrower and the Guarantors under this Agreement or the other Loan Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipientrecipient imposed by the jurisdiction in which its principal executive office or Lending Office is located) imposed by or within the jurisdiction in which the Borrower or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the Borrower or such Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, thereon and (if the Lender shall have complied with Section 10.1(b) hereof) forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Borrower shall have paid an additional amount as described in the preceding sentence to any Lender that has not complied with Section 10.1(b) hereof, such Lender shall promptly return such amount to Borrower. If the Agent or any Lender that has complied with Section 10.1(b) hereof, pays any amount in respect of any such taxes, penalties or interest, the Borrower or such Guarantor shall reimburse the Administrative Agent or such Lender for that payment on demand in the currency in which such payment was madeDollars. If the Borrower or such Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b) hereof, each payment by the Borrower Borrowers and the Guarantors under this Agreement or the other Loan Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the such Borrower or such Guarantor is domiciled, any jurisdiction from which the such Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the such Borrower or such Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender pays any amount in respect of any such taxes, penalties or interest, the such Borrower or such Guarantor shall reimburse the Administrative Agent or such Lender for that payment on demand in the currency in which such payment was made. If the such Borrower or such Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b12.1(b) hereof, each payment by the Borrower and the Guarantors under this Agreement or the other Loan Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the Borrower or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the Borrower or such Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender Lender, the L/C Issuer, and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender Lender, L/C Issuer, or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent Agent, the L/C Issuer, or any Lender pays any amount in respect of any such taxes, penalties or interest, the Borrower or such Guarantor shall reimburse the Administrative Agent Agent, the L/C Issuer, or such Lender for that payment on demand in the currency in which such payment was made. If the Borrower or such Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender Lender, the L/C Issuer or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.

Payments Free of Withholding. Except as otherwise required by law and subject Subject to Section 13.1(b11.1(b) hereof, each payment by the Borrower and the Guarantors under this Agreement or the other Loan Credit Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the Borrower or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein). If any such withholding is so required, the Borrower or such Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, thereon and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender Bank and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender Bank or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender Bank pays any amount in respect of any such taxes, penalties or interest, interest the Borrower or such Guarantor shall reimburse the Administrative Agent or such Lender that Bank for that payment on demand in the currency in which such payment was madedemand. If the Borrower or such Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender Bank or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment. If any Bank or the Administrative Agent determines it has received or been granted a credit against or relief or remission for, or repayment of, any taxes paid or payable by it because of any taxes, penalties or interest paid by the Borrower and evidenced by such a tax receipt, such Bank or Administrative Agent shall, to the extent it can do so without prejudice to the retention of the amount of such credit, relief, remission or repayment, pay to the Borrower such amount as such Bank or Administrative Agent determines is attributable to such deduction or withholding and which will leave such Bank or Administrative Agent (after such payment) in no better or worse position than it would have been in if the Borrower had not been required to make such deduction or withholding. Nothing in this Agreement shall interfere with the right of each Bank and the Administrative Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige any Bank or the Administrative Agent to disclose any information relating to its tax affairs or any computations in connection with such taxes.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b10.1(b) hereof, each payment by the Borrower and the Guarantors or on behalf of any Loan Party under this Agreement or the other Loan Documents shall be made without withholding or deduction for or on account of any present or future United States withholding taxes or any taxes of any other jurisdiction (other than overall net income taxes (including branch profits tax), franchise taxes and other similar taxes on the recipient) recipient imposed by or within the jurisdiction in which the Borrower (or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any political subdivision thereof) in which its principal executive office or taxing authority thereof Lending Office is located or thereintaxes imposed on a recipient as a result of a present or former connection between such recipient and the United States (other than in connection with entering into this Agreement, the receipt of payments hereunder or the enforcement of rights hereunder)). If any such withholding is so required, the Borrower such withholding or such Guarantor deduction shall make the withholdingbe made, pay the amount withheld shall be paid to the appropriate governmental authority Governmental Authority before penalties attach thereto or interest accrues thereon, and forthwith the relevant Loan Party shall pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender pays any amount in respect of any such taxes, amounts subject to Section 10.4, or any related penalties or interest, the Borrower or such Guarantor shall reimburse the Administrative Agent or such Lender for that payment on demand in the currency in which such payment was mademade whether or not such amounts were correctly or legally imposed. Notwithstanding the foregoing, a Loan Party shall not be required to pay any additional amounts or reimburse any Lender or the Administrative Agent with respect to any taxes, penalties or backup withholding tax (i) that, except as provided in Section 10.1(c), are attributable to a Lender’s failure to comply with the requirements of Section 10.1(b), (ii) that are United States federal withholding taxes imposed on amounts payable to a Lender or Administrative Agent at the time such Lender or Administrative Agent becomes a party to this Agreement, except to the extent such Lender’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts or reimbursement under this Section 10.1(a) or (iii) imposed due to a failure by any Lender, Administrative Agent or any foreign financial institution through which payments under this Agreement are made to comply with any applicable certification, documentation, information or other reporting requirement concerning the nationality, residence, identity, direct or indirect ownership of or investment in, or connection with the United States of America of any Lender or Administrative Agent or any foreign financial institution through which payments under this Agreement are made if such compliance is required by Sections 1471-1474 of the Code or any federal regulation promulgated or Revenue Ruling, Revenue Procedure, or Notice issued by the U.S. Internal Revenue Service (the “IRS”) thereunder as a precondition to relief or exemption from such tax, penalty or backup withholding. If the Borrower or such Guarantor a Loan Party pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof (or, if such receipts are not available, other evidence of payment reasonably acceptable to the relevant Lender or Administrative Agent) to the Lender or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b) hereof, each payment by the Borrower and the Guarantors under this Agreement or the other Loan Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income or franchise taxes on the recipient) imposed by or within the jurisdiction in which the Borrower or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the Borrower or such Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender Lender, the L/C Issuer, and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender Lender, L/C Issuer, or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent Agent, the L/C Issuer, or any Lender pays any amount in respect of any such taxes, penalties or interest, the Borrower or such Guarantor shall reimburse the Administrative Agent Agent, the L/C Issuer or such Lender for that payment on within 15 Business Days after demand in the currency in which such payment was made. If the Borrower or such Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender Lender, the L/C Issuer or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b12.1(b) hereof, each payment by the Borrower and the Guarantors under this Agreement or the other Loan Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the Borrower or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the Borrower or such Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, thereon and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender pays any amount in respect of any such taxes, penalties or interest, the Borrower or such Guarantor shall reimburse the Administrative Agent or such Lender for that payment on demand in the currency in which such payment was made. If the Borrower or such Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b) hereofapplicable Laws, each payment by the Borrower and the Guarantors any Loan Party under this Agreement or the other Loan Documents shall be made without deduction or withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the Borrower or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or thereinTaxes. If any such deduction or withholding is so requiredrequired by applicable Laws (as determined in the good faith discretion of an applicable Withholding Agent), then the Borrower applicable Withholding Agent shall be entitled to make such deduction or such Guarantor shall make the withholding, withholding and timely pay the full amount deducted or withheld to the appropriate governmental authority Governmental Authority in accordance with Applicable Laws before penalties attach thereto or interest accrues thereon, and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including deductions and forthwith pay withholdings applicable to additional sums payable under this Section 3.1) the Lender or the Administrative Agent, as applicable, receives an amount equal to the sum it would have received had no such additional amount as may be necessary to ensure that the net amount actually received by deduction or withholding been made. The Loan Parties shall jointly and severally indemnify each Lender and the Administrative Agent free and clear Agent, within 10 days after demand therefor, for the full amount of such taxes any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributed to amounts payable under this Section 3.1) payable or paid by such taxes on such additional amount) is equal to the amount which that Lender or the Administrative Agent and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Borrower by a Lender (as with a copy to the case may be) would have received had such withholding not been made. If Administrative Agent), or by the Administrative Agent on its own behalf or any Lender on behalf of a Lender, shall be conclusive absent manifest error. If a Loan Party pays any amount in respect of any such taxes, penalties or interest, the Borrower or such Guarantor shall reimburse the Administrative Agent or such Lender for that payment on demand in the currency in which such payment was made. If the Borrower or such Guarantor pays any such taxes, penalties or interestTaxes pursuant to this Section 3.1, it shall deliver official tax Tax receipts evidencing that payment or certified copies thereof to the Lender or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b10.1(b) hereof, each payment by the Borrower and the Guarantors under this Agreement or the other Loan Documents shall be made without withholding or deduction for or on account of any present or future United States withholding taxes or any taxes of any other jurisdiction from which or through which payments are made (other than overall net income taxes (including branch profits tax), franchise taxes and other similar taxes on the recipient) recipient imposed by or within the jurisdiction in which the Borrower (or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any political subdivision thereof) in which its principal executive office or taxing authority thereof Lending Office is located or thereintaxes imposed on a recipient as a result of a present or former connection between such recipient and the United States (other than in connection with entering into this Agreement, the receipt of payments hereunder or the enforcement of rights hereunder)). If any such withholding is so required, the Borrower or such Guarantor shall make the withholdingwithholding or deduction, pay the amount withheld to the appropriate governmental authority Governmental Authority before penalties attach thereto or interest accrues thereon, thereon and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender pays any amount in respect of any such taxes, penalties or interest, the Borrower or such Guarantor shall reimburse the Administrative Agent or such Lender for that payment on demand in the currency in which such payment was made. Notwithstanding the foregoing, the Borrower shall not be required to pay any additional amounts or reimburse any Lender or the Administrative Agent with respect to any taxes (i) that, except as provided in Section 10.1(c), are attributable to a Lender’s failure to comply with the requirements of Section 10.1(b) or (ii) that are withholding taxes imposed on amounts payable to a Lender or Administrative Agent at the time such Lender or Administrative Agent becomes a party to this Agreement, except to the extent such Lender’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts or reimbursement under this Section 10.1(a). If the Borrower or such Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof (or, if such receipts are not available, other evidence of payment reasonably acceptable to the relevant Lender or Administrative Agent) to the Lender or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b) hereof, each payment by the Borrower and the Guarantors or any Guarantor under this Agreement or the other Loan Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the Borrower or such any Guarantor is domiciled, any jurisdiction from which the Borrower or such any Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the Borrower or such any Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, thereon and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender pays any amount in respect of any such taxes, penalties or interest, the Borrower or such any Guarantor shall reimburse the Administrative Agent or such Lender for that payment on demand in the currency in which such payment was made. If the Borrower or such any Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b17.1(b) hereof, each payment by the each Borrower and the Guarantors Guarantor under this Agreement or the other Loan Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the such Borrower or such Guarantor is domiciled, any jurisdiction from which the such Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the relevant Borrower or such Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, thereon and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender Bank (including the Swing Line Banks) and the Administrative each Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender Bank or the Administrative any Agent (as the case may be) would have received had such withholding not been made. If the Administrative any Agent or any Lender Bank pays any amount in respect of any such taxes, penalties or interest, interest the relevant Borrower or such Guarantor shall reimburse the Administrative that Agent or such Lender Bank for that payment on demand in the currency in which such payment was made. If the any Borrower or such Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender Bank or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth ninetieth day after payment. If any Bank or Agent determines it has received or been granted a credit against or relief or remission for, or repayment of, any taxes paid or payable by it because of any taxes, penalties or interest paid by any Borrower or Guarantor and evidenced by such a tax receipt, such Bank or Agent shall, to the extent it can do so without prejudice to the retention of the amount of such credit, relief, remission or repayment, pay to such Borrower or Guarantor as applicable, such amount as such Bank or Agent determines is attributable to such deduction or withholding and which will leave such Bank or Agent (after such payment) in no better or worse position than it would have been in if the relevant Borrower or Guarantor had not been required to make such deduction or withholding. Nothing in this Agreement shall interfere with the right of each Bank and Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige any Bank or Agent to disclose any information relating to its tax affairs or any computations in connection with such taxes.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b11.1(b) hereof, each payment by the each Borrower and the Guarantors each Guarantor under this Agreement or the other Loan Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes (but not withholdings) on the recipientrecipient imposed by a jurisdiction where it is domiciled or has an established place of business) imposed by or within the jurisdiction in which the such Borrower or such Guarantor is domiciled, any jurisdiction from which the such Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the Borrower or such relevant Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, thereon and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender pays any amount in respect of any such taxes, penalties or interestinterest (including without limitation, for the Borrower avoidance of doubt, any taxes, penalties or such Guarantor interest attributable to any amounts reimbursed pursuant to the provisions hereof) the Borrowers shall reimburse the Administrative Agent or such that Lender for that payment on demand in the currency in which such payment was made. If the Borrower Borrowers or such any Guarantor pays pay any such taxes, penalties or interest, it they shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment. If any Lender or the Agent determines it has received or been granted a credit against or relief or remission for, or repayment of, any taxes paid or payable by it because of any taxes, penalties or interest paid by the Borrowers or any Guarantor and evidenced by such a tax receipt, such Lender or Agent shall, to the extent it can do so without prejudice to the retention of the amount of such credit, relief, remission or repayment, pay to the Borrowers or such Guarantor as applicable, such amount as such Lender or Agent reasonably determines is attributable to such deduction or withholding and which will leave such Lender or Agent (after such payment) in no better or worse position than it would have been in if the Borrowers or Guarantors had not been required to make such deduction or withholding. Nothing in this Agreement shall interfere with the right of each Lender and the Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige any Lender or the Agent to disclose any information relating to its tax affairs or any computations in connection with such taxes.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b10.1(d) hereof, each payment by the Borrower and the Guarantors or on behalf of any Loan Party under this Agreement or the other Loan Documents shall be made without withholding or deduction for or on account of any present or future taxes Taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the Borrower or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or thereinConnection Taxes). If any such withholding is so required, the Borrower such withholding or such Guarantor deduction shall make the withholdingbe made, pay the amount withheld shall be paid to the appropriate governmental authority Governmental Authority before penalties attach thereto or interest accrues thereon, and forthwith the relevant Loan Party shall pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender and the Administrative Agent free and clear of such taxes Taxes (including such taxes Taxes on such additional amount) is equal to the amount which that Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender pays any amount in respect of any such taxes, penalties or interestIndemnified Taxes, the Borrower or such Guarantor shall reimburse the Administrative Agent or such Lender for that payment on demand in the currency in which such payment was mademade whether or not such amounts were correctly or legally imposed promptly following the date the Lender or the Administrative Agent makes written demand therefor, which demand shall be accompanied by a certificate describing in reasonable detail the basis thereof. If Notwithstanding the Borrower foregoing, a Loan Party shall not be required to pay any additional amounts or reimburse any Lender or the Administrative Agent with respect to any Taxes (i) that, except as provided in Section 10.1(d), are attributable to a Lender’s failure to comply with the requirements of Section 10.1(b), (ii) that are United States federal withholding Taxes imposed on amounts payable to a Lender or Administrative Agent at the time such Guarantor pays Lender or Administrative Agent becomes a party to this Agreement (or, if such Lender or Administrative Agent was a party to the Original Credit Agreement immediately prior to the date of this Agreement, at the time such Lender or Administrative Agent became a party to the Original Credit Agreement), except to the extent such Lender’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts or reimbursement under this Section 10.1(a), (iii) that are attributable to a Lender or the Administrative Agent designating a successor lending office at which it maintains its Obligations other than at the request of the applicable Loan Party and except to the extent such Lender or the Administrative Agent was entitled, at the time of the successor lending office is designated, to receive additional amounts from the applicable Loan Party with respect to such Taxes pursuant to this clause, or (iv) imposed due to a failure by any Lender, the Administrative Agent or any foreign financial institution through which payments under this Agreement are made to comply with any applicable certification, documentation, information or other reporting requirement concerning the nationality, residence, identity, direct or indirect ownership of or investment in, or connection with the United States of America of any Lender or Administrative Agent or any foreign financial institution through which payments under this Agreement are made if such compliance is required by Sections 1471-1474 of the Code or any Treasury Regulation promulgated or Revenue Ruling, Revenue Procedure, or Notice issued by the IRS thereunder or any agreement entered into pursuant to Section 1471(b)(1) of the Code, and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections of the Code (“FATCA”) as a precondition to relief or exemption from such Taxes (such Taxes described in clauses (i) through (iv), together with Connection taxes, penalties “Excluded Taxes”). After any payment of Taxes or interestOther Taxes by any Loan Party to a Governmental Authority pursuant to this Section 10.1, it such Loan Party shall deliver official tax receipts evidencing that payment or certified copies thereof (or, if such receipts are not available, other evidence of payment reasonably acceptable to the relevant Lender or Administrative Agent) to the Lender or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b) hereof, each payment by the Borrower and the Guarantors under this Agreement or the other Loan Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the Borrower or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein, excluding, in the case of the Administrative Agent and each Lender, (i) taxes imposed on or measured by its net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Legal Requirements of which the Administrative Agent or such Lender, as the case may be, is organized or maintains a lending office and (ii) in the case of a foreign Lender, any withholding tax that is imposed on amounts payable to such Lender at the time such foreign Lender becomes a party to this Agreement (or designates a new Lending Office) or is attributable to such foreign Lender’s failure to comply with Section 13.1(b). If any such withholding is so required, the Borrower or such Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender pays any amount in respect of any such taxes, penalties or interest, the Borrower or such Guarantor shall reimburse the Administrative Agent or such Lender for that payment on demand in the currency in which such payment was made. If the Borrower or such Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment. Notwithstanding anything to the contrary herein, the Borrower and the Guarantors shall have no liability or responsibility for payment of any penalties, interest or fines accruing on any taxes pursuant to this Section 13 which arise or result from the Administrative Agent’s or any Lender’s failure to comply with any Legal Requirement.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b11.1(b) hereof, each payment by the Borrower and the Guarantors under this Agreement or the other Loan Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the Borrower or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding suchwithholding is so requiredrequired of the Borrower (or the Administrative Agent, on its behalf) by applicable law or regulation, the Borrower (or such Guarantor the Administrative Agent, on its behalf) shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, thereon and the Borrower shall forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender pays any amount in respect of any such taxes, penalties or interest, the Borrower or such Guarantor shall reimburse the Administrative Agent or such Lender for that payment on demand in the currency in which such payment was made. If the Borrower or such Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b) hereoflaw, each payment by the Borrower and the Guarantors under this Agreement or the other Loan Documents shall be made without withholding or deduction for or on account of any present or future taxes (other than excluding (i) taxes imposed on or measured by the recipient’s overall net income or profits (however denominated), and franchise taxes imposed on it (in lieu of or in addition to net income or profits taxes), by the recipientjurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located, (ii) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction described in subclause (i), (iii) in the case of a Lender, any withholding tax that is attributable to such Lender’s failure to comply with Sections 10.1(d), 10.1(e), 10.1(f) and 10.1(g) hereof, and (iv) any United States taxes imposed pursuant to FATCA) imposed by or within the jurisdiction in which the Borrower or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor any other Person on behalf of the Borrower makes any payment, or (in each case) any political subdivision or taxing authority thereof or thereintherein (all such excluded taxes are “Excluded Taxes” and all such non-excluded taxes are “Indemnified Taxes”). If any such withholding is so required, the Borrower or such Guarantor shall make the withholdingwithholding or deduction, pay the amount withheld to the appropriate governmental authority Governmental Authority before penalties attach thereto or interest accrues thereon, thereon and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender and the Administrative Agent free and clear of such taxes Indemnified Taxes (including such taxes on such additional amount) is equal to the amount which that Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender pays any amount in respect of any such taxes, penalties or interest, the Borrower or such Guarantor shall reimburse the Administrative Agent or such Lender for that payment on demand in the currency in which such payment was made. If the Borrower or such Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b11.1(b) hereof, each payment by the Borrower and the Guarantors under this Agreement or the other Loan Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the Borrower or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so requiredrequired of the Borrower (or the Administrative Agent, on its behalf) by applicable law or regulation, the Borrower (or such Guarantor the Administrative Agent, on its behalf) shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, thereon and the Borrower shall forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender pays any amount in respect of any such taxes, penalties or interest, the Borrower or such Guarantor shall reimburse the Administrative Agent or such Lender for that payment on demand in the currency in which such payment was made. If the Borrower or such Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b) hereof, each payment by the Borrower and the Guarantors each Guarantor under this Agreement or the other Loan Credit Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the Borrower or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the Borrower or such relevant Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, thereon and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender Bank and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender Bank or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent Agent, or any Lender Bank pays any amount in respect of any such taxes, penalties or interest, interest the Borrower or such Guarantor shall reimburse the Administrative Agent Agent, or such Lender that Bank for that payment on demand in the currency in which such payment was made. If the Borrower or such any Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender Bank or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment. If any Bank or the Agent determines it has received or been granted a credit against or relief or remission for, or repayment of, any taxes paid or payable by it because of any taxes, penalties or interest paid by the Borrower or any Guarantor and evidenced by such a tax receipt, such Bank or Agent shall, to the extent it can do so without prejudice to the retention of the amount of such credit, relief, remission or repayment, pay to the Borrower or such Guarantor as applicable, such amount as such Bank or Agent determines is attributable to such deduction or withholding and which will leave such Bank or Agent (after such payment) in no better or worse position than it would have been in if the Borrower had not been required to make such deduction or withholding. Nothing in this Agreement shall interfere with the right of each Bank and the Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige any Bank or the Agent to disclose any information relating to its tax affairs or any computations in connection with such taxes.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b12.1(b) hereof, each payment by the Borrower and the Guarantors under this Agreement or the other Loan Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the Borrower or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the Borrower or such Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender Lender, and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender pays any amount in respect of any such taxes, penalties or interest, the Borrower or such Guarantor shall reimburse the Administrative Agent or such Lender for that payment on demand in the currency in which such payment was made. If the Borrower or such Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b10.1(d) hereof, each payment by the Borrower and the Guarantors under this Agreement or the other Loan Documents shall be made without withholding or deduction for or on account of any present or future taxes (other than overall net income taxes on the recipientrecipient imposed by the jurisdiction in which it is organized or its principal executive office or Lending Office is located) imposed by or within the jurisdiction in which the Borrower or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor any other Person on behalf of the Borrower makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the Borrower or such Guarantor shall make the withholdingwithholding or deduction, pay the amount withheld to the appropriate governmental authority Governmental Authority before penalties attach thereto or interest accrues thereon, thereon and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender pays any amount in respect of any such taxes, penalties or interest, the Borrower or such Guarantor shall reimburse the Administrative Agent or such Lender for that payment on demand in the currency in which such payment was made. If the Borrower or such Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment. If the Administrative Agent or any Lender pays any amount in respect of any such taxes, penalties or interest, the Borrower with respect to whom such payments were made shall reimburse the Administrative Agent or such Lender for that payment within 30 days of written demand therefor in the currency in which such payment was made; provided, however, the written demand shall be accompanied by a calculation in reasonable detail, of the amount demanded and evidence of such payment made by the Administrative Agent or such Lender; and provided, further, the Borrower shall not be required to reimburse the Administrative Agent or such Lender for any penalties, additions to taxes, expenses, and interest accruing on such taxes from the date 90 days after the receipt by the Administrative Agent or such Lender of written notice of the assertion of such taxes.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b) hereof, each payment by the Borrower and the Guarantors any Credit Party or any Guarantor under this Agreement or the other Loan Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the Borrower applicable Credit Party or such Guarantor is domiciled, any jurisdiction from which the Borrower applicable Credit Party or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the Borrower applicable Credit Party or such Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, thereon and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender pays any amount in respect of any such taxes, penalties or interest, the Borrower applicable Credit Party or such Guarantor shall reimburse the Administrative Agent or such Lender for that payment on demand in the currency in which such payment was made. If the Borrower applicable Credit Party or such Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b) hereof, each payment by the Borrower and the Guarantors under this Agreement or the other Loan Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the Borrower or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the Borrower or such Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender Lender, the L/C Issuer, and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender Lender, L/C Issuer, or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent Agent, the L/C Issuer, or any Lender pays any amount in respect of any such taxes, penalties or interest, the Borrower or such Guarantor shall reimburse the Administrative Agent Agent, the L/C Issuer, or such Lender for that payment on demand in the currency in which such payment was made. If the Borrower or such Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender Lender, the L/C Issuer or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b12.17(b) hereof, each payment by the Borrower and the Guarantors under this Agreement or the other Loan Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the Borrower or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the Borrower or such Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender pays any amount in respect of any such taxes, penalties or interest, the Borrower or such Guarantor shall reimburse the Administrative Agent or such Lender for that payment on demand in the currency in which such payment was made. If the Borrower or such Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b) hereof, each Each payment by the Borrower and the Guarantors Borrowers under this Agreement or the other Loan Documents Notes shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the any Borrower or such Guarantor is domiciled, any jurisdiction from which the any Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the relevant Borrower or such Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach attached thereto or interest accrues thereon, thereon and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender pays any amount in respect of any such taxes, penalties or interest, interest the relevant Borrower or such Guarantor shall reimburse the Administrative Agent or such that Lender for that payment on demand in the currency in which such payment was made. If the relevant Borrower or such Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b4.10(b) and (c) hereof, each payment by the Borrower Company and the Guarantors under this Agreement or the other Loan Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the Borrower Company or such any Guarantor is domiciled, any jurisdiction from which the Borrower Company or such any Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or thereintherein (herein, "Withholding Taxes"). If any such withholding Withholding Tax is so required, the Borrower Company or such Guarantor relevant Guarantor, as applicable shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender and Lender, the Administrative Agent and the Issuing Bank free and clear of such taxes Withholding Taxes (including such taxes on such additional amount) is equal to the amount which that Lender Lender, the Issuing Bank or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent Agent, the Issuing Bank or any Lender pays any amount in respect of any such taxesWithholding Taxes, penalties or interest, the Borrower or such Guarantor Company shall reimburse the Administrative Agent Agent, the Issuing Bank or such Lender for that payment on demand in the currency in which such payment was made. If the Borrower Company or such a Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender Lender, the Issuing Bank or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b33(b) hereof, each payment by the Borrower and the Guarantors Borrowers or any other Credit Party under this Agreement or the other Loan Documents Other Agreements shall be made without deduction or withholding for or on account of any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender and Agent, such taxes (other than overall including income taxes or franchise taxes) as are imposed on or measured by the net income taxes on the recipient) imposed of such Lender or Agent, respectively, by or within the jurisdiction in under the laws of which such Lender or Agent, as the Borrower case may be, is organized or such Guarantor is domiciled, any jurisdiction from which the Borrower maintains a lending office or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or thereinthereof. If Except as provided in the immediately following sentence, if any such deduction or withholding is so required, the Borrower or such Guarantor Borrowers shall make the withholding, pay the amount deducted or withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, thereon and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If any such deduction or withholding is so required in respect of taxes (including income taxes or franchise taxes) as are imposed on or measured by the Administrative net income of a Lender or Agent, by the jurisdiction under the laws of which such Lender or Agent, as the case may be, is organized or maintains a lending office or any political subdivision thereof, the Borrowers shall make the withholding, pay the amount deducted or withheld to the appropriate governmental authority before the penalties attach thereto or interest accrues thereon and the payment of such taxes by the Borrowers shall be deemed to be a payment of the Borrowers’ obligations under this Agreement and shall reduce the amount of payments otherwise due hereunder. If the Agent or any Lender pays any amount in respect of any such taxes, penalties or interest, the Borrower or such Guarantor Borrowers shall reimburse the Administrative Agent or such Lender for that payment on demand in the currency in which such payment was made. If the Borrower or such Guarantor pays Borrowers pay any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b14.1(b) hereof, each payment by the a Borrower and the Guarantors under this Agreement or the other Loan Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the such Borrower or such Guarantor is domiciled, any jurisdiction from which the such Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the such Borrower or such Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, thereon and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender Lender, the L/C Issuer and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender Lender, the L/C Issuer or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent Agent, the L/C Issuer or any Lender pays any amount in respect of any such taxes, penalties or interest, the Borrower or such Guarantor Borrowers shall reimburse the Administrative Agent Agent, the L/C Issuer or such that Lender for that payment on demand in the currency in which such payment was made. If the a Borrower or such Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender Lender, the L/C Issuer or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b) hereoflaw, each payment by the Borrower and the Guarantors under this Agreement or the other Loan Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the Borrower or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or thereinTaxes. If any such withholding is so requiredrequired by applicable law, the Borrower or such Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority Governmental Authority before penalties attach thereto or interest accrues thereon, and if such Tax is an Indemnified Tax, forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender and the Administrative Agent Recipient free and clear of such taxes Taxes (including such taxes Taxes on such additional amount) is equal to the amount which that Lender or the Administrative Agent (as the case may be) such Recipient would have received had such withholding not been made. If the Administrative Agent or any Lender Recipient pays any amount in respect of any such taxesIndemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts so reimbursed) and any reasonable expenses arising therefrom or with respect thereto, penalties or interest, the Borrower or such Guarantor shall reimburse such Recipient for the Administrative Agent or such Lender for that payment on full amount thereof within 10 days of demand in the currency in which such payment was made. If the Borrower or such Guarantor pays any such taxes, penalties or interestTaxes to a Governmental Authority pursuant to this Section, it shall deliver official tax receipts evidencing that payment or certified copies thereof (or other evidence of such payment reasonably satisfactory to the Lender or Administrative Agent Agent) to the Recipient on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b) hereof, each payment by the Borrower and the Guarantors each Guarantor under this Agreement or the other Loan Credit Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the Borrower or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the Borrower or such relevant Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, thereon and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender Bank and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender Bank or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender Bank pays any amount in respect of any such taxes, penalties or interest, interest the Borrower or such Guarantor shall reimburse the Administrative Agent or such Lender that Bank for that payment on demand in the currency in which such payment was made. If the Borrower or such any Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender Bank or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment. If any Bank or the Agent determines it has received or been granted a credit against or relief or remission for, or repayment of, any taxes paid or payable by it because of any taxes, penalties or interest paid by the Borrower or any Guarantor and evidenced by such a tax receipt, such Bank or Agent shall, to the extent it can do so without prejudice to the retention of the amount of such credit, relief, remission or repayment, pay to the Borrower or such Guarantor as applicable, such amount as such Bank or Agent determines is attributable to such deduction or withholding and which will leave such Bank or Agent (after such payment) in no better or worse position than it would have been in if the Borrower had not been required to make such deduction or withholding. Nothing in this Agreement shall interfere with the right of each Bank and the Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige any Bank or the Agent to disclose any information relating to its tax affairs or any computations in connection with such taxes.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b) hereofSections 7.6.2 and 7.6.4, each payment by the Borrower and the Guarantors under this Agreement or the other Loan Documents shall be made without withholding or deduction for or on account of any present or future taxes (other than overall net income taxes on the recipient) Taxes imposed by or within the jurisdiction in which the Borrower or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein, other than (a) income or franchise Taxes imposed upon or determined by reference to the overall net income of the recipient and (b) branch profits Taxes, in each case (a) and (b), imposed as a result of the Administrative Agent or such Lender being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (c) Taxes imposed as a result of a connection between the Administrative Agent or such Lender and the taxing jurisdiction other than a connection arising solely under this Agreement or any other Loan Document (the Taxes described in (a), (b) and (c), collectively, “Excluded Taxes”). If any such withholding or deduction is so required, the Borrower or such Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority Governmental Authority before penalties attach thereto or interest accrues thereon, and forthwith pay such additional amount amount, if any, as may be necessary to ensure that the net amount actually received by each Lender and the Administrative Agent free and clear of such taxes Taxes (including such taxes Taxes on such additional amount) is equal to the amount which that such Lender or the Administrative Agent (as the case may be) would have received had such withholding or deduction not been made. If the Administrative Agent or any Lender pays any amount in respect of any such taxes, Taxes or penalties or interestinterest thereon, it shall deliver official tax receipts evidencing that payment or certified copies thereof or other reasonably satisfactory evidence of such payment to the Borrower or such Guarantor who shall reimburse the Administrative Agent or such Lender for that payment on demand in the currency in which such payment was made. If the Borrower or such Guarantor pays any such taxes, Taxes or penalties or interestinterest thereon, it shall deliver official tax receipts evidencing that payment or certified copies thereof or other reasonably satisfactory evidence of such payment to the applicable Lender or the Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment. The Borrower shall indemnify each Lender and Administrative Agent, within 10 days after demand therefor, for the full amount of any Taxes (other than Excluded Taxes) (including Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Lender or Administrative Agent or required to be withheld or deducted from a payment to such Lender or Administrative Agent and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b15.1(b) hereof, each payment by the Borrower Borrowers and the Guarantors under this Agreement or the other Loan Documents or in respect of the Letters of Credit shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the any Borrower or such any Guarantor is domiciled, any jurisdiction from which the any Borrower or such any Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the Borrower Borrowers or such Guarantor Guarantors, as applicable shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, thereon and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender Bank and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender Bank or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender Bank pays any amount in respect of any such taxes, penalties or interest, interest the Borrower or such Guarantor Borrowers and the Guarantors shall reimburse the Administrative Agent or such Lender that Bank for that payment on demand in the currency in which such payment was made. If the Borrower Borrowers or such Guarantor pays the Guarantors pay any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender Bank or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment. If any Bank or the Agent determines it has received or been granted a credit against or relief or remission for, or repayment of, any taxes paid or payable by it because of any taxes, penalties or interest paid by the Borrowers or the Guarantors -66- 73 and evidenced by such a tax receipt, such Bank or Agent shall, to the extent it can do so without prejudice to the retention of the amount of such credit, relief, remission or repayment, pay to the Borrowers or such Guarantor, as applicable, such amount as such Bank or Agent determines is attributable to such deduction or withholding and which will leave such Bank or Agent (after such payment) in no better or worse position than it would have been in if the Borrowers had not been required to make such deduction or withholding. Nothing in this Agreement shall interfere with the right of each Bank and the Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige any Bank or the Agent to disclose any information relating to its tax affairs or any computations in connection with such taxes.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b10.1(b) hereof, each payment by the Borrower and the Guarantors or on behalf of any Loan Party under this Agreement or the other Loan Documents shall be made without withholding or deduction for or on account of any present or future United States withholding taxes or any taxes of any other jurisdiction (other than overall net income taxes (including branch profits tax), franchise taxes and other similar taxes on the recipient) recipient imposed by or within the jurisdiction in which the Borrower (or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any political subdivision thereof) under the laws of which such recipient is organized, or taxing authority thereof in which its principal executive office or thereinLending Office is located, or taxes imposed on a recipient as a result of a present or former connection between such recipient and the United States (other than in connection with entering into this Agreement, the receipt of payments hereunder or the enforcement of rights hereunder)). If any such withholding is so required, the Borrower such withholding or such Guarantor deduction shall make the withholdingbe made, pay the amount withheld shall be paid to the appropriate governmental authority Governmental Authority before penalties attach thereto or interest accrues thereon, and forthwith the relevant Loan Party shall pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender pays any amount in respect of any such taxes, amounts subject to Section 10.4, or any related penalties or interest, the Borrower or such Guarantor shall reimburse the Administrative Agent or such Lender for that payment on demand in the currency in which such payment was mademade whether or not such amounts were correctly or legally imposed promptly following the date the Lender or the Administrative Agent makes written demand therefor, which demand shall be accompanied by a certificate describing in reasonable detail the basis thereof. Notwithstanding the foregoing, a Loan Party shall not be required to pay any additional amounts or reimburse any Lender or the Administrative Agent with respect to any taxes, penalties or backup withholding tax (i) that, except as provided in Section 10.1(c), are attributable to a Lender’s failure to comply with the requirements of Section 10.1(b), (ii) that are United States federal withholding taxes imposed on amounts payable to a Lender or Administrative Agent at the time such Lender or Administrative Agent becomes a party to this Agreement, except to the extent such Lender’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts or reimbursement under this Section 10.1(a), (iii) that are attributable to a Lender or the Administrative Agent designating a successor lending office at which it maintains its Obligations other than at the request of the applicable Loan Party and except to the extent such Lender or the Administrative Agent was entitled, at the time of the successor lending office is designated, to receive additional amounts from the applicable Loan Party with respect to such Taxes pursuant to this clause, or (iv) imposed due to a failure by any Lender, the Administrative Agent or any foreign financial institution through which payments under this Agreement are made to comply with any applicable certification, documentation, information or other reporting requirement concerning the nationality, residence, identity, direct or indirect ownership of or investment in, or connection with the United States of America of any Lender or Administrative Agent or any foreign financial institution through which payments under this Agreement are made if such compliance is required by Sections 1471-1474 of the Code or any Treasury Regulation promulgated or Revenue Ruling, Revenue Procedure, or Notice issued by the U.S. Internal Revenue Service (the “IRS”) thereunder or any agreement entered into pursuant to Section 1471(b)(1) of the Code (“FATCA”) as a precondition to relief or exemption from such tax, penalty or backup withholding. If the Borrower or such Guarantor a Loan Party pays any such taxes, penalties or interest, or Other Taxes (pursuant to Section 10.4), it shall deliver official tax receipts evidencing that payment or certified copies thereof (or, if such receipts are not available, other evidence of payment reasonably acceptable to the relevant Lender or Administrative Agent) to the Lender or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b) hereof, each payment by the any Borrower and the Guarantors under this Agreement or the other Loan Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the such Borrower or such Guarantor is domiciled, any jurisdiction from which the such Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the relevant Borrower or such Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, thereon and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender pays any amount in respect of any such taxes, penalties or interest, the Borrower or such Guarantor Borrowers shall reimburse the Administrative Agent or such Lender for that payment on demand in the currency in which such payment was made. If the any Borrower or such Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.

Payments Free of Withholding. Except as otherwise required by law and subject Subject to Section 13.1(b11.1(b) hereof, each payment by the Borrower and the Guarantors under this Agreement or the other Loan Credit Documents shall be made without withholding for or on account of any present or future taxes Taxes (other than overall net income taxes on the recipient) recipient imposed by or within the jurisdiction in which the Borrower recipient is organized or such Guarantor is domiciled, conducts business (other than any jurisdiction from in which the Borrower recipient is deemed to conduct business solely as the result of entering into this Agreement or such Guarantor makes any payment, other Credit Document or (in each casereceiving any payment or taking any action thereunder) any political subdivision or taxing authority thereof or thereinand Taxes imposed by FATCA). If any such withholding is so requiredrequired by applicable law, the Borrower or such Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereonthereon and, and except with respect to Taxes imposed by FATCA, forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender Bank and the Administrative Agent free and clear of such taxes Taxes (including such taxes Taxes on such additional amount) is equal to the amount which that Lender Bank or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender Bank pays any amount in respect of any such taxesTaxes, penalties or interestinterest (other than Taxes, penalties or interest imposed by FATCA), the Borrower or such Guarantor shall shall, within ten (10) days after demand therefor, reimburse the Administrative Agent or such Lender that Bank for that payment on demand in the currency in which such payment was made. If the Borrower or such Guarantor pays any such taxesTaxes, penalties or interest, it shall deliver official tax Tax receipts evidencing that payment or certified copies thereof to the Lender Bank or the Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment. If any Bank or the Administrative Agent determines it has received or been granted a credit against or relief or remission for, or repayment of, any Taxes paid or payable by it because of any Taxes, penalties or interest paid by the Borrower and evidenced by such a Tax receipt, such Bank or the Administrative Agent shall, to the extent it can do so without prejudice to the retention of the amount of such credit, relief, remission or repayment, pay to the Borrower such amount as such Bank or the Administrative Agent determines is attributable to such deduction or withholding and which will leave such Bank or the Administrative Agent (after such payment) in no better or worse position than it would have been in if the Borrower had not been required to make such deduction or withholding. Nothing in this Agreement shall interfere with the right of each Bank and the Administrative Agent to arrange its Tax affairs in whatever manner it thinks fit nor obligate any Bank or the Administrative Agent to disclose any information relating to its Tax affairs or any computations in connection with such Taxes, other than the information required to be disclosed pursuant to Section 11.1(d) hereof.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b) hereof, each payment by the Borrower and the Guarantors under this Agreement or the other Loan Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the Borrower or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the Borrower or such Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, thereon and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender pays any amount in respect of any such taxes, penalties or interest, the Borrower or such Guarantor shall reimburse the Administrative Agent or such Lender for that payment on demand in the currency in which such payment was made. If the Borrower or such Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment. THE BORROWER ACKNOWLEDGES THAT PAYMENTS OF INTEREST HEREUNDER TO LENDERS DOMICILED IN THE UNITED STATES OF AMERICA WILL, UNDER THE LAWS OF CANADA IN EFFECT ON THE CLOSING DATE, REQUIRE WITHHOLDING AT THE STATUTORY RATE, AND THE BORROWER AGREES TO MAKE SUCH WITHHOLDING, PAY THE INCREASED INTEREST REQUIRED HEREUNDER TO SUCH LENDERS, AND DELIVER TO SUCH LENDERS TAX RECEIPTS AS HEREIN REQUIRED.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b14.1(b) hereof, each payment by the a Borrower and the Guarantors under this Agreement or the other Loan Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the such Borrower or such Guarantor is domiciled, any jurisdiction from which the such Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the such Borrower or such Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, thereon and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender pays any amount in respect of any such taxes, penalties or interest, the Borrower or such Guarantor Borrowers shall reimburse the Administrative Agent or such that Lender for that payment on demand in the currency in which such payment was made. If the a Borrower or such Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.

Payments Free of Withholding. Except as otherwise required by law and subject Subject to Section 13.1(b11.1(b) hereof, each payment by the Borrower and the Guarantors under this Agreement or the other Loan Credit Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) recipient imposed by or within the jurisdiction in which the Borrower recipient is organized or such Guarantor is domiciled, conducts business (other than any jurisdiction from in which the Borrower recipient is deemed to conduct business solely as the result of entering into this Agreement or such Guarantor makes any payment, other Credit Document or (in each casereceiving any payment or taking any action thereunder) any political subdivision or taxing authority thereof or thereinand taxes imposed by FATCA). If any such withholding is so required, the Borrower or such Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereonthereon and, and except with respect to taxes imposed by FATCA, forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender Bank and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender Bank or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender Bank pays any amount in respect of any such taxes, penalties or interestinterest (other than taxes, penalties or interest imposed by FATCA), the Borrower or such Guarantor shall reimburse the Administrative Agent or such Lender that Bank for that payment on demand in the currency in which such payment was made. If the Borrower or such Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender Bank or the Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment. If any Bank or the Administrative Agent determines it has received or been granted a credit against or relief or remission for, or repayment of, any taxes paid or payable by it because of any taxes, penalties or interest paid by the Borrower and evidenced by such a tax receipt, such Bank or the Administrative Agent shall, to the extent it can do so without prejudice to the retention of the amount of such credit, relief, remission or repayment, pay to the Borrower such amount as such Bank or the Administrative Agent determines is attributable to such deduction or withholding and which will leave such Bank or the Administrative Agent (after such payment) in no better or worse position than it would have been in if the Borrower had not been required to make such deduction or withholding. Nothing in this Agreement shall interfere with the right of each Bank and the Administrative Agent to arrange its tax affairs in whatever manner it thinks fit nor obligate any Bank or the Administrative Agent to disclose any information relating to its tax affairs or any computations in connection with such taxes, other than the information required to be disclosed pursuant to Section 11.1(d) hereof.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b14.1(b) hereof, each payment by the Borrower and the Guarantors each Guarantor under this Agreement or the other Loan Credit Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the Borrower or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the Borrower or such relevant Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, thereon and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender Bank and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender Bank or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender Bank pays any amount in respect of any such taxes, penalties or interest, interest the Borrower or such Guarantor shall reimburse the Administrative Agent or such Lender that Bank for that payment on demand in the currency in which such payment was made. If the Borrower or such any Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender Bank or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment. If any Bank or the Agent determines it has received or been granted a credit against or relief or remission for, or repayment of, any taxes paid or payable by it because of any taxes, penalties or interest paid by the Borrower or any Guarantor and evidenced by such a tax receipt, such Bank or Agent shall, to the extent it can do so without prejudice to the retention of the amount of such credit, relief, remission or repayment, pay to the Borrower or such Guarantor as applicable, such amount as such Bank or Agent determines is attributable to such deduction or withholding and which will leave such Bank or Agent (after such payment) in no better or worse position than it would have been in if the Borrower had not been required to make such deduction or withholding. Nothing in this Agreement shall interfere with the right of each Bank and the Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige any Bank or the Agent to disclose any information relating to its tax affairs or any computations in connection with such taxes.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b12.1(b) hereof, each payment by the Borrower and the Guarantors Borrowers under this Agreement or the other Loan Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the Borrower or such Guarantor is Borrowers are domiciled, any jurisdiction from which the Borrower or such Guarantor makes Borrowers make any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the Borrower or such Guarantor Borrowers shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, thereon and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender pays any amount in respect of any such taxes, penalties or interest, the Borrower or such Guarantor Borrowers shall reimburse the Administrative Agent or such Lender for that payment on demand in the currency in which such payment was made. If the Borrower or such Guarantor pays Borrowers pay any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b15.1(b) hereof, each payment by the Borrower Borrowers and the Guarantors under this Agreement or the other Loan Documents or in respect of the Letters of Credit shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the either Borrower or such any Guarantor is domiciled, any jurisdiction from which the either Borrower or such any Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the Borrower Borrowers or such Guarantor Guarantors, as applicable shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, thereon and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender Bank and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender Bank or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender Bank pays any amount in respect of any such taxes, penalties or interest, interest the Borrower or such Guarantor Borrowers and the Guarantors shall reimburse the Administrative Agent or such Lender that Bank for that payment on demand in the currency in which such payment was made. If the Borrower Borrowers or such Guarantor pays the Guarantors pay any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender Bank or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment. If any Bank or the Agent determines it has received or been granted a credit against or relief or remission for, or repayment of, any taxes paid or payable by it because of any taxes, penalties or interest paid by the Borrowers or the Guarantors and evidenced by such a tax receipt, such Bank or Agent shall, to the extent it can do so without prejudice to the retention of the amount of such credit, relief, remission or repayment, pay to the Borrowers or such Guarantor, as applicable, such amount as such Bank or Agent determines is attributable to such deduction or withholding and which will leave such Bank or Agent (after such payment) in no better or worse position than it would have been in if the Borrowers had not been required to make such deduction or withholding. Nothing in this Agreement shall interfere with the right of each Bank and the Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige any Bank or the Agent to disclose any information relating to its tax affairs or any computations in connection with such taxes.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b12.1(b) hereof, each payment by the Borrower and the Guarantors Borrowers under this Agreement or the other Loan Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes or similar levies on or incurred by the recipient) imposed by or within the jurisdiction jurisdictions in which the Borrower or such Guarantor is Borrowers are domiciled, any jurisdiction from which the Borrower or such Guarantor makes Borrowers make any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the Borrower or such Guarantor Borrowers shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, thereon and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender pays any amount in respect of any such taxes, penalties or interest, the Borrower or such Guarantor Borrowers shall reimburse the Administrative Agent or such Lender for that payment on demand in the currency in which such payment was made. If the Borrower or such Guarantor pays Borrowers pay any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth 30th day after payment.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b) hereof3.1(b), each payment by the Borrower and the Guarantors under this Agreement or the other Loan Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the Borrower or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the Borrower or such Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender pays any amount in respect of any such taxes, penalties or interest, the Borrower or such Guarantor shall reimburse the Administrative Agent or such Lender for that payment on demand in the currency in which such payment was made. If the Borrower or such Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b) hereof, each payment by the Borrower and the Guarantors under this Agreement or the other Loan Documents shall be made without withholding for or on account of any present or future taxes (taxes, other than overall net income taxes on the recipientnet income (or franchise taxes in lieu thereof) of any Lender or the Administrative Agent imposed by or within the a jurisdiction in which such Lender or Administrative Agent is organized, maintains its principal office or the Borrower relevant Lending Office (or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If of any such jurisdiction) (such nonexcluded taxes being referred to herein as “Taxes”). Except as otherwise provided in Section 13.1(b), if any withholding of Taxes is so required, the Borrower or such Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, thereon and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender and the Administrative Agent free and clear of such taxes Taxes (including such taxes Taxes on such additional amount) is equal to the amount which that Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender pays any amount in respect of any such taxesTaxes, including penalties or interest, the Borrower or such Guarantor shall reimburse the Administrative Agent or such Lender for that payment on demand in the currency in which such payment was made, except to the extent that any penalties or interest result from such Lender’s or the Administrative Agent’s gross negligence or willful delay. If the Borrower or such Guarantor pays any such taxesTaxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) or, if such official receipt is not received from the relevant governmental authority, such other evidence of payment as may be reasonably acceptable to the Administrative Agent on or before the thirtieth day after payment. If any Lender or the Administrative Agent receives a refund in respect of any Taxes for which such Lender or the Administrative Agent has received payment from the Borrower hereunder, it shall promptly apply such refund (including any interest received by such Lender or the Administrative Agent from the taxing authority with respect to the refund with respect to such Taxes) to the Obligations of the Borrower; provided that the Borrower, upon the request of such Lender or the Administrative Agent, agrees to reimburse such refund (plus penalties, interest or other charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such refund.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b) hereof, each payment by the Borrower and the Guarantors under this Agreement or the other Loan Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the Borrower or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the Borrower or such Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each L/C Issuer, each Lender and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that L/C Issuer, that Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent Agent, any L/C Issuer or any Lender pays any amount in respect of any such taxes, penalties or interest, the Borrower or such Guarantor shall reimburse the Administrative Agent Agent, such L/C Issuer or such Lender for that payment on demand in the currency in which such payment was made. If the Borrower or such Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender Lender, L/C Issuer or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b12.1(b) hereof, each payment by the each Borrower and the Guarantors each Guarantor under this Agreement or the other Loan Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the such Borrower or such Guarantor is domiciled, any jurisdiction from which the such Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the Borrower or such relevant Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, thereon and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender pays any amount in respect of any such taxes, penalties or interest, interest the Borrower or such Guarantor Borrowers shall reimburse the Administrative Agent or such that Lender for that payment on demand in the currency in which such payment was made. If the Borrower Borrowers or such any Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment. If any Lender or the Agent determines it has received or been granted a credit against or relief or remission for, or repayment of, any taxes paid or payable by it because of any taxes, penalties or interest paid by the Borrowers or any Guarantor and evidenced by such a tax receipt, such Lender or Agent shall, to the extent it can do so without prejudice to the retention of the amount of such credit, relief, remission or repayment, pay to the Borrowers or such Guarantor as applicable, such amount as such Lender or Agent determines is attributable to such deduction or withholding and which will leave such Lender or Agent (after such payment) in no better or worse position than it would have been in if the Borrower had not been required to make such deduction or withholding. Nothing in this Agreement shall interfere with the right of each Lender and the Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige any Lender or the Agent to disclose any information relating to its tax affairs or any computations in connection with such taxes.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b10.1(d) hereof, each payment by the Borrower and the Guarantors or on behalf of any Loan Party under this Agreement or the other Loan Documents shall be made without withholding or deduction for or on account of any present or future taxes Taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the Borrower or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or thereinConnection Taxes). If any such withholding is so required, the Borrower such withholding or such Guarantor deduction shall make the withholdingbe made, pay the amount withheld shall be paid to the appropriate governmental authority Governmental Authority before penalties attach thereto or interest accrues thereon, and forthwith the relevant Loan Party shall pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender and the Administrative Agent free and clear of such taxes Taxes (including such taxes Taxes on such additional amount) is equal to the amount which that Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender pays any amount in respect of any such taxes, penalties or interestIndemnified Taxes, the Borrower or such Guarantor shall reimburse the Administrative Agent or such Lender for that payment on demand in the currency in which such payment was mademade whether or not such amounts were correctly or legally imposed promptly following the date the Lender or the Administrative Agent makes written demand therefor, which demand shall be accompanied by a certificate describing in reasonable detail the basis thereof. If Notwithstanding the Borrower foregoing, a Loan Party shall not be required to pay any additional amounts or reimburse any Lender or the Administrative Agent with respect to any Taxes (i) that, except as provided in Section 10.1(d), are attributable to a Lender’s failure to comply with the requirements of Section 10.1(c), (ii) that are United States federal withholding Taxes imposed on amounts payable to a Lender or Administrative Agent at the time such Guarantor pays Lender or Administrative Agent becomes a party to this Agreement (or, if such Lender or Administrative Agent was a party to the First Amended and Restated Credit Agreement immediately prior to the date of this Agreement, at the time such Lender or Administrative Agent became a party to the First Amended and Restated Credit Agreement), except to the extent such Lender’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts or reimbursement under this Section 10.1(a), (iii) that are attributable to a Lender or the Administrative Agent designating a successor lending office at which it maintains its Obligations other than at the request of the applicable Loan Party and except to the extent such Lender or the Administrative Agent was entitled, at the time of the successor lending office is designated, to receive additional amounts from the applicable Loan Party with respect to such Taxes pursuant to this clause, or (iv) imposed due to a failure by any Lender, the Administrative Agent or any foreign financial institution through which payments under this Agreement are made to comply with any applicable certification, documentation, information or other reporting requirement concerning the nationality, residence, identity, direct or indirect ownership of or investment in, or connection with the United States of America of any Lender or Administrative Agent or any foreign financial institution through which payments under this Agreement are made if such taxescompliance is required by Sections 1471-1474 of the Code or any Treasury Regulation promulgated or Revenue Ruling, penalties Revenue Procedure, or interestNotice issued by the IRS thereunder or any agreement entered into pursuant to Section 1471(b)(1) of the Code, it and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections of the Code (“FATCA”) as a precondition to relief or exemption from such Taxes (such Taxes described in clauses (i) through (iv), together with Connection 152 Taxes, “Excluded Taxes”). After any payment of Taxes or Other Taxes by any Loan Party to a Governmental Authority pursuant to this Section 10.1, such Loan Party shall deliver official tax receipts evidencing that payment or certified copies thereof (or, if such receipts are not available, other evidence of payment reasonably acceptable to the relevant Lender or Administrative Agent) to the Lender or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b11.1(b) hereof, each payment by the Borrower and the Guarantors each Guarantor under this Agreement or the other Loan Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes (but not withholdings) on the recipientrecipient imposed by a jurisdiction where it is domiciled or has an established place of business) imposed by or within the jurisdiction in which the Borrower or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the Borrower or such relevant Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, thereon and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender pays any amount in respect of any such taxes, penalties or interestinterest (including without limitation, for the avoidance of doubt, any taxes, penalties or interest attributable to any amounts reimbursed pursuant to the provisions hereof) the Borrower or such Guarantor shall reimburse the Administrative Agent or such that Lender for that payment on demand in the currency in which such payment was made. If the Borrower or such any Guarantor pays pay any such taxes, penalties or interest, it they shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment. If any Lender or the Administrative Agent determines it has received or been granted a credit against or relief or remission for, or repayment of, any taxes paid or payable by it because of any taxes, penalties or interest paid by the Borrower or any Guarantor and evidenced by such a tax receipt, such Lender or Administrative Agent shall, to the extent it can do so without prejudice to the retention of the amount of such credit, relief, remission or repayment, pay to the Borrower or such Guarantor as applicable, such amount as such Lender or Administrative Agent reasonably determines is attributable to such deduction or withholding and which will leave such Lender or Administrative Agent (after such payment) in no better or worse position than it would have been in if the Borrower or Guarantors had not been required to make such deduction or withholding. Nothing in this Agreement shall interfere with the right of each Lender and the Administrative Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige any Lender or the Administrative Agent to disclose any information relating to its tax affairs or any computations in connection with such taxes.

Payments Free of Withholding. Except as otherwise required by law and subject Subject to Section 13.1(bll.l(b) hereof, each payment by the Borrower and the Guarantors under this Agreement or the other Loan Credit Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the Borrower or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein). If any such withholding is so required, the Borrower or such Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, thereon and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender Bank and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender Bank or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender Bank pays any amount in respect of any such taxes, penalties or interest, interest the Borrower or such Guarantor shall reimburse the Administrative Agent or such Lender that Bank for that payment on demand in the currency in which such payment was madedemand. If the Borrower or such Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender Bank or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment. If any Bank or the Agent determines it has received or been granted a credit against or relief or remission for, or repayment of, any taxes paid or payable by it because of any taxes, penalties or interest paid by the Borrower and evidenced by such a tax receipt, such Bank or Agent shall, to the extent it can do so without prejudice to the retention of the amount of such credit, relief, remission or repayment, pay to the Borrower such amount as such Bank or Agent determines is attributable to such deduction or withholding and which will leave such Bank or Agent (after such payment) in no better or worse position than it would have been in if the Borrower had not been required to make such deduction or withholding. Nothing in this Agreement shall interfere with the right of each Bank and the Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige any Bank or the Agent to disclose any information relating to its tax affairs or any computations in connection with such taxes.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b10.1(b) hereof, each payment by the Borrower and the Guarantors under this Agreement or the other Loan Documents shall be made without withholding or deduction for or on account of any present or future taxes (other than overall net income taxes on the recipientrecipient imposed by the jurisdiction in which its principal executive office or Lending Office is located) imposed by or within the jurisdiction in which the Borrower or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor any other Person on behalf of the Borrower makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the Borrower or such Guarantor shall make the withholdingwithholding or deduction, pay the amount withheld to the appropriate governmental authority Governmental Authority before penalties attach thereto or interest accrues thereon, thereon and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender pays any amount in respect of any such taxes, penalties or interest, the Borrower or such Guarantor shall reimburse the Administrative Agent or such Lender for that payment on demand in the currency in which such payment was made. If the Borrower or such Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b) hereof, each payment by the Borrower and the Guarantors under this Agreement or the other Loan Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the Borrower or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the Borrower or such Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender pays any amount in respect of any such taxes, penalties or interest, the Borrower or such Guarantor shall reimburse the Administrative Agent or such Lender for that payment on demand in the currency in which such payment was made. If the Borrower or such Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.. (b) U.S.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b) hereof, each payment by the Borrower and the Guarantors under this Agreement or the other Loan Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the Borrower or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the Borrower or such Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender pays any amount in respect of any such taxes, penalties or interest, the Borrower or such Guarantor shall reimburse the Administrative Agent or such Lender for that payment on demand in the currency in which such payment was made. If the Borrower or such Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth (30th) day after payment.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b12.1(b) hereof, each payment by the either Borrower and the Guarantors under this Agreement or the other Loan Documents Notes shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the such Borrower or such Guarantor is domiciled, any jurisdiction from which the such Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the relevant Borrower or such Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach attached thereto or interest accrues thereon, thereon and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender Bank (including as an Issuing Bank) and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender Bank or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender Bank pays any amount in respect of any such taxes, penalties or interest, interest the relevant Borrower or such Guarantor shall reimburse the Administrative Agent or such Lender Bank for that payment on demand in the currency in which such payment was made. If the a Borrower or such Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender Bank or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment. If any Bank or the Agent determines it has received or been granted a credit against or relief or remission for, or repayment of, any taxes paid or payable by it because of any taxes, penalties or interest paid by a Borrower and evidenced by such a tax receipt, such Bank or Agent shall, to the extent it can do so without prejudice to the retention of the amount of such credit, relief, remission or repayment, pay to the Borrower such amount as such Bank or Agent determines is attributable to such deduction or withholding and which will leave such Bank or Agent (after such payment) in no better or worse position than it would have been in if the Borrower had not been required to make such deduction or withholding. Nothing in this Agreement shall interfere with the right of each Bank and the Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige any Bank or the Agent to disclose any information relating to its tax affairs or any computations in connection with such taxes.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b12.1(b) hereof, each payment by the Borrower and the Guarantors under this Agreement or the other Loan Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the Borrower or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the Borrower or such Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender pays any amount in respect of any such taxes, penalties or interest, the Borrower or such Guarantor shall reimburse the Administrative Agent or such Lender for that payment on demand in the currency in which such payment was made. If the Borrower or such Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.. (b) U.S.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b) hereof, each payment by the Borrower and the Guarantors or any Guarantor under this Agreement or the other Loan Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the Borrower or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the Borrower or such the relevant Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, thereon and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender L/C Issuer, each Lender, and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that L/C Issuer, that Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent Agent, any L/C Issuer, or any Lender pays any amount in respect of any such taxes, penalties penalties, or interest, the Borrower or such the relevant Guarantor shall reimburse the Administrative Agent Agent, such L/C Issuer, or such Lender for that payment on within 20 days after demand therefor in the currency in which such payment was made. If the Borrower or such a Guarantor pays any such taxes, penalties penalties, or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the L/C Issuer, the Lender or the Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b) hereoflaw, each payment by the any Borrower and the Guarantors under this Agreement or the other Loan Credit Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the any Borrower or such Guarantor is domiciled, any jurisdiction from which the any Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the Borrower or such Guarantor Borrowers shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, thereon and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each the Lender and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that the Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender pays any amount in respect of any such taxes, penalties or interest, the Borrower or such Guarantor Borrowers shall reimburse the Administrative Agent or such Lender for that payment on demand in the currency in which such payment was made. If the any Borrower or such Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender or Administrative Agent on whose account such withholding withholding, was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b12.1(b) hereof, each payment by the Borrower and the Guarantors under this Agreement or the other Loan Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the Borrower or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the Borrower or such Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender Lender, the L/C Issuer, and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender Lender, L/C Issuer, or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent Agent, the L/C Issuer, or any Lender pays any amount in respect of any such taxes, penalties or interest, the Borrower or such Guarantor shall reimburse the Administrative Agent Agent, the L/C Issuer, or such Lender for that payment on demand in the currency in which such payment was made. If the Borrower or such Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender Lender, the L/C Issuer or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b10.1(b) hereof, each payment by the Borrower and the Guarantors under this Agreement or the other Loan Documents shall be made without withholding or deduction for or on account of any present or future taxes (other than overall net income taxes on the recipientrecipient imposed by the jurisdiction in which its principal executive office or Lending Office is located) imposed by or within the jurisdiction in which the Borrower or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor any other Person on behalf of the Borrower makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the Borrower or such Guarantor shall make the withholdingwithholding or deduction, pay the amount withheld to the appropriate governmental authority Governmental Authority before penalties attach thereto or interest accrues thereon, thereon and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender pays any amount in respect of any such taxes, penalties or interest, the Borrower or such Guarantor shall reimburse the Administrative Agent or such Lender for that payment on demand in the currency in which such payment was made. If the Borrower or such Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b4.10(b) hereof, each payment by the Borrower and the Guarantors Company under this Agreement or the other Loan Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the Borrower or such Guarantor Company is domiciled, any jurisdiction from which the Borrower or such Guarantor Company makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein; provided, however, that the Company shall not be required to indemnify or gross up the payments to any Lender under this Section 4.10(a) in respect of United States federal withholding tax to the extent that the obligation to indemnify or gross up such payments would not have arisen but for such Lender's failure to comply with Section 4.10(b). If any such withholding is so required, the Borrower or such Guarantor Company shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, thereon and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender pays any amount in respect of any such taxes, penalties or interest, the Borrower or such Guarantor Company shall reimburse the Administrative Agent or such Lender for that payment on demand in the currency in which such payment was made. If the Borrower or such Guarantor Company pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b11.1(b) hereof, each payment by the Borrower and the Guarantors under this Agreement or the other Loan Documents Notes shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the Borrower or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the Borrower or such Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach attached thereto or interest accrues thereon, thereon and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender Bank (including as an Issuing Bank) and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender Bank or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender Bank pays any amount in respect of any such taxes, penalties or interest, interest the Borrower or such Guarantor shall reimburse the Administrative Agent or such Lender Bank for that payment on demand in the currency in which such payment was made. If the Borrower or such Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender Bank or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment. If any Bank or the Agent determines it has received or been granted a credit against or relief or remission for, or repayment of, any taxes paid or payable by it because of any taxes, penalties or interest paid by the Borrower and evidenced by such a tax receipt, such Bank or Agent shall, to the extent it can do so without prejudice to the retention of the amount of such credit, relief, remission or repayment, pay to the Borrower such amount as such Bank or Agent determines is attributable to such deduction or withholding and which will leave such Bank or Agent (after such payment) in no better or worse position than it would have been in if the Borrower had not been required to make such deduction or withholding. Nothing in this Agreement shall interfere with the right of each Bank and the Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige any Bank or the Agent to disclose any information relating to its tax affairs or any computations in connection with such taxes.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b10.1(b) hereof, each payment by the Borrower and the Guarantors or on behalf of any Loan Party under this Agreement or the other Loan Documents shall be made without withholding or deduction for or on account of any present or future United States withholding taxes or any taxes of any other jurisdiction (other than overall net income taxes (including branch profits tax), franchise taxes and other similar taxes on the recipient) recipient imposed by or within the jurisdiction in which the Borrower (or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any political subdivision thereof) under the laws of which such recipient is organized, or taxing authority thereof in which its principal executive office or thereinLending Office is located, or taxes imposed on a recipient as a result of a present or former connection between such recipient and the United States (other than in connection with entering into this Agreement, the receipt of payments hereunder or the enforcement of rights hereunder)). If any such withholding is so required, the Borrower such withholding or such Guarantor deduction shall make the withholdingbe made, pay the amount withheld shall be paid to the appropriate governmental authority Governmental Authority before penalties attach thereto or interest accrues thereon, and forthwith the relevant Loan Party shall pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender pays any amount in respect of any such taxes, amounts subject to Section 10.4, or any related penalties or interest, the Borrower or such Guarantor shall reimburse the Administrative Agent or such Lender for that payment on demand in the currency in which such payment was mademade whether or not such amounts were correctly or legally imposed promptly following the date the Lender or the Administrative Agent makes written demand therefor, which demand shall be accompanied by a certificate describing in reasonable detail the basis thereof. Notwithstanding the foregoing, a Loan Party shall not be required to pay any additional amounts or reimburse any Lender or the Administrative Agent with respect to any taxes, penalties or backup withholding tax (i) that, except as provided in Section 10.1(c), are attributable to a Lender’s failure to comply with the requirements of Section 10.1(b), (ii) that are United States federal withholding taxes imposed on amounts payable to a Lender or Administrative Agent at the time such Lender or Administrative Agent becomes a party to this Agreement, except to the extent such Lender’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts or reimbursement under this Section 10.1(a), (iii) that are attributable to a Lender or the Administrative Agent designating a successor lending office at which it maintains its Obligations other than at the request of the applicable Loan Party and except to the extent such Lender or the Administrative Agent was entitled, at the time of the successor lending office is designated, to receive additional amounts from the applicable Loan Party with respect to such Taxes pursuant to this clause, or (iv) imposed due to a failure by any Lender, the Administrative Agent or any foreign financial institution through which payments under this Agreement are made to comply with any applicable certification, documentation, information or other reporting requirement concerning the nationality, residence, identity, direct or indirect ownership of or investment in, or connection with the United States of America of any Lender or Administrative Agent or any foreign financial institution through which payments under this Agreement are made if such compliance is required by Sections 1471-1474 of the Code or any Treasury Regulation promulgated or Revenue Ruling, Revenue Procedure, or Notice issued by the U.S. Internal Revenue Service (the “IRS”) thereunder (“FATCA”) as a precondition to relief or exemption from such tax, penalty or backup withholding. If the Borrower or such Guarantor a Loan Party pays any such taxes, penalties or interest, or Other Taxes (pursuant to Section 10.4), it shall deliver official tax receipts evidencing that payment or certified copies thereof (or, if such receipts are not available, other evidence of payment reasonably acceptable to the relevant Lender or Administrative Agent) to the Lender or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b) hereofSections 7.6.2 and 7.6.4, each payment by the Borrower and the Guarantors under this Agreement or the other Loan Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the Borrower or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein, other than (a) income or franchise taxes imposed upon or determined by reference to the overall net income of the recipient, (b) branch profits taxes, or (c) taxes imposed as a result of a connection between the recipient and the taxing jurisdiction other than a connection arising solely under this Agreement or any other Loan Document. If any such withholding is so required, the Borrower or such Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority Governmental Authority before penalties attach thereto or interest accrues thereon, and forthwith pay such additional amount amount, if any, as may be necessary to ensure that the net amount actually received by each Lender and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that such Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender pays any amount in respect of any such taxes, taxes or penalties or interestinterest thereon, it shall deliver official tax receipts evidencing that payment or certified copies thereof or other reasonably satisfactory evidence of such payment to the Borrower or such Guarantor who shall reimburse the Administrative Agent or such Lender for that payment on demand in the currency in which such payment was made. If the Borrower or such Guarantor pays any such taxes, taxes or penalties or interestinterest thereon, it shall deliver official tax receipts evidencing that payment or certified copies thereof or other reasonably satisfactory evidence of such payment to the applicable Lender or the Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment. The Borrower shall indemnify each Lender and Administrative Agent, within 10 days after demand therefor, for the full amount of any taxes (other than taxes described in Sections 7.6.1(a), (b) or (c)) (including taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Lender or Administrative Agent or required to be withheld or deducted from a payment to such Lender or Administrative Agent and any reasonable expenses arising therefrom or with respect thereto, whether or not such taxes were correctly or legally imposed. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b10.1(d) hereof, each payment by the Borrower and the Guarantors or on behalf of any Loan Party under this Agreement or the other Loan Documents shall be made without withholding or deduction for or on account of any present or future taxes Taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the Borrower or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or thereinConnection Taxes). If any such withholding is so required, the Borrower such withholding or such Guarantor deduction shall make the withholdingbe made, pay the amount withheld shall be paid to the appropriate governmental authority Governmental Authority before penalties attach thereto or interest accrues thereon, and forthwith the relevant Loan Party shall pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender and the Administrative Agent free and clear of such taxes Taxes (including such taxes Taxes on such additional amount) is equal to the amount which that Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender pays any amount in respect of any such taxes, penalties or interestIndemnified Taxes, the Borrower or such Guarantor shall reimburse the Administrative Agent or such Lender for that payment on demand in the currency in which such payment was mademade whether or not such amounts were correctly or legally imposed promptly following the date the Lender or the Administrative Agent makes written demand therefor, which demand shall be accompanied by a certificate describing in reasonable detail the basis thereof. If Notwithstanding the Borrower foregoing, a Loan Party shall not be required to pay any additional amounts or reimburse any Lender or the Administrative Agent with respect to any Taxes (i) that, except as provided in Section 10.1(d), are attributable to a Lender’s failure to comply with the requirements of Section 10.1(c), (ii) that are United States federal withholding Taxes imposed on amounts payable to a Lender or Administrative Agent at the time such Guarantor pays Lender or Administrative Agent becomes a party to this Agreement (or, if such Lender or Administrative Agent was a party to the First Amended and Restated Credit Agreement immediately prior to the date of this Agreement, at the time such Lender or Administrative Agent became a party to the First Amended and Restated Credit Agreement), except to the extent such Lender’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts or reimbursement under this Section 10.1(a), (iii) that are attributable to a Lender or the Administrative Agent designating a successor lending office at which it maintains its Obligations other than at the request of the applicable Loan Party and except to the extent such Lender or the Administrative Agent was entitled, at the time of the successor lending office is designated, to receive additional amounts from the applicable Loan Party with respect to such Taxes pursuant to this clause, or (iv) imposed due to a failure by any Lender, the Administrative Agent or any foreign financial institution through which payments under this Agreement are made to comply with any applicable certification, documentation, information or other reporting requirement concerning the nationality, residence, identity, direct 146 or indirect ownership of or investment in, or connection with the United States of America of any Lender or Administrative Agent or any foreign financial institution through which payments under this Agreement are made if such taxescompliance is required by Sections 1471-1474 of the Code or any Treasury Regulation promulgated or Revenue Ruling, penalties Revenue Procedure, or interestNotice issued by the IRS thereunder or any agreement entered into pursuant to Section 1471(b)(1) of the Code, it and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections of the Code (“FATCA”) as a precondition to relief or exemption from such Taxes (such Taxes described in clauses (i) through (iv), together with Connection Taxes, “Excluded Taxes”). After any payment of Taxes or Other Taxes by any Loan Party to a Governmental Authority pursuant to this Section 10.1, such Loan Party shall deliver official tax receipts evidencing that payment or certified copies thereof (or, if such receipts are not available, other evidence of payment reasonably acceptable to the relevant Lender or Administrative Agent) to the Lender or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b) hereof, each payment by the Borrower and the other Guarantors under this Agreement or the other Loan Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the Borrower or such other Guarantor is domiciled, any jurisdiction from which the Borrower or such other Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the Borrower or such other Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender Lender, the L/C Issuer and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender Lender, the L/C Issuer or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent Agent, the L/C Issuer or any Lender pays any amount in respect of any such taxes, penalties or interest, the Borrower or such other Guarantor shall reimburse the Administrative Agent Agent, the L/C Issuer or such Lender for that payment on demand in the currency in which such payment was made. If the Borrower or such other Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender Lender, the L/C Issuer or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b) hereof, each payment by the Borrower and the Guarantors under this Agreement or the other Loan Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipientrecipient and any United States federal withholding taxes imposed under FATCA) imposed by or within the jurisdiction in which the Borrower or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the Borrower or such Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender pays any amount in respect of any such taxes, penalties or interest, the Borrower or such Guarantor shall reimburse the Administrative Agent or such Lender for that payment on demand in the currency in which such payment was made. If the Borrower or such Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b11.19(b) hereof, each payment by the Borrower and the Guarantors Borrowers under this Agreement or the other Loan Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the any Borrower or such Guarantor is domiciled, any jurisdiction from which the any Borrower or such Guarantor makes any payment, any jurisdiction in which any Foreign Borrower is organized, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the Borrower or such Guarantor Borrowers shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender Bank and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender Bank or the Administrative Agent (as the case may be) would have received had such withholding not been made. The Borrowers shall not be required to pay any additional amounts payable to a Bank hereunder with respect to any amount payable by the Company under the Loan Documents at the time such Bank becomes a party to this Agreement, except to the extent such Bank’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts from the Company with respect to such taxes pursuant to this Section 11.19. If the Administrative Agent or any Lender Bank pays any amount in respect of any such taxes, penalties or interest, the Borrower or such Guarantor Borrowers shall reimburse the Administrative Agent or such Lender Bank for that payment on demand in the currency in which such payment was made. If the Borrower or such Guarantor Borrowers pays any such taxes, penalties or interest, it they shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender Bank or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b11.1(b) hereof, each payment by the each Borrower and the Guarantors each Guarantor under this Agreement or the other Loan Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes (but not withholdings) on the recipientrecipient imposed by a jurisdiction where it is domiciled or has an established place of business) imposed by or within the jurisdiction in which the such Borrower or such Guarantor is domiciled, any jurisdiction from which the such Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the Borrower or such relevant Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, thereon and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender pays any amount in respect of any such taxes, penalties or interest, interest the Borrower or such Guarantor Borrowers shall reimburse the Administrative Agent or such that Lender for that payment on demand in the currency in which such payment was made. If the Borrower Borrowers or such any Guarantor pays pay any such taxes, penalties or interest, it they shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment. If any Lender or the Agent determines it has received or been granted a credit against or relief or remission for, or repayment of, any taxes paid or payable by it because of any taxes, penalties or interest paid by the Borrowers or any Guarantor and evidenced by such a tax receipt, such Lender or Agent shall, to the extent it can do so without prejudice to the retention of the amount of such credit, relief, remission or repayment, pay to the Borrowers or such Guarantor as applicable, such amount as such Lender or Agent reasonably determines is attributable to such deduction or withholding and which will leave such Lender or Agent (after such payment) in no better or worse position than it would have been in if the Borrowers or Guarantors had not been required to make such deduction or withholding. Nothing in this Agreement shall interfere with the right of each Lender and the Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige any Lender or the Agent to disclose any information relating to its tax affairs or any computations in connection with such taxes.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b11.1(b) hereof, each payment by the Borrower and the Guarantors under this Agreement or the other Loan Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the Borrower or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the Borrower or such Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender pays any amount in respect of any such taxes, penalties or interest, the Borrower or such Guarantor shall reimburse the Administrative Agent or such Lender for that payment on demand in the currency in which such payment was made. If the Borrower or such Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b) hereof, each payment by the Borrower and the Guarantors under this Agreement or the other Loan Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the Borrower or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the Borrower or such Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender Lender, the L/C Issuer, and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender Lender, L/C Issuer, or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent Agent, the L/C Issuer or any Lender pays any amount in respect of any such taxes, penalties or interest, the Borrower or such Guarantor shall reimburse the Administrative Agent Agent, the L/C Issuer or such Lender for that payment on demand in the currency in which such payment was made. If the Borrower or such Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender Lender, the L/C Issuer or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b12.1(b) hereof, each payment by the Borrower and the Guarantors each Guarantor under this Agreement or the other Loan Credit Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the Borrower or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the Borrower or such relevant Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, thereon and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender Bank and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender Bank or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender Bank pays any amount in respect of any such taxes, penalties or interest, interest the Borrower or such Guarantor shall reimburse the Administrative Agent or such Lender that Bank for that payment on demand in the currency in which such payment was made. If the Borrower or such any Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender Bank or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment. If any Bank or the Agent determines it has received or been granted a credit against or relief or remission for, or repayment of, any taxes paid or payable by it because of any taxes, penalties or interest paid by the Borrower or any Guarantor and evidenced by such a tax receipt, such Bank or Agent shall, to the extent it can do so without prejudice to the retention of the amount of such credit, relief, remission or repayment, pay to the Borrower or such Guarantor as applicable, such amount as such Bank or Agent determines is attributable to such deduction or withholding and which will leave such Bank or Agent (after such payment) in no better or worse position than it would have been in if the Borrower had not been required to make such deduction or withholding. Nothing in this Agreement shall interfere with the right of each Bank and the Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige any Bank or the Agent to disclose any information relating to its tax affairs or any computations in connection with such taxes.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b) hereof, each payment by the Borrower and the Guarantors under this Agreement or the other Loan Documents shall be made without withholding for or on account of any present or future taxes (taxes, other than overall net income taxes on the recipientnet income (or franchise taxes in lieu thereof) of any Lender or the Administrative Agent imposed by or within the a jurisdiction in which such Lender or Administrative Agent is organized, maintains its principal office or the Borrower relevant Lending Office (or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If of any such jurisdiction) (such nonexcluded taxes being referred to herein as “Taxes”). Except as otherwise provided in Section 13.1(b), if any withholding of Taxes is so required, the Borrower or such Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, thereon and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender Lender, the L/C Issuer and the Administrative Agent free and clear of such taxes Taxes (including such taxes Taxes on such additional amount) is equal to the amount which that Lender Lender, the L/C Issuer or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent Agent, the L/C Issuer or any Lender pays any amount in respect of any such taxesTaxes, including penalties or interest, the Borrower or such Guarantor shall reimburse the Administrative Agent or such Lender for that payment on demand in the currency in which such payment was made, except to the extent that any penalties or interest result from such Lender’s or the Administrative Agent’s gross negligence or willful delay. If the Borrower or such Guarantor pays any such taxesTaxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender Lender, the L/C Issuer or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) or, if such official receipt is not received from the relevant governmental authority, such other evidence of payment as may be reasonably acceptable to the Administrative Agent on or before the thirtieth day after payment. If any Lender, the L/C Issuer or the Administrative Agent receives a refund in respect of any Taxes for which such Lender, the L/C Issuer or the Administrative Agent has received payment from the Borrower or such Guarantor hereunder, it shall promptly apply such refund (including any interest received by such Lender, the L/C Issuer or the Administrative Agent from the taxing authority with respect to the refund with respect to such Taxes) to the Obligations of the Borrower or such Guarantor; provided that the Borrower, upon the request of such Lender, the L/C Issuer or the Administrative Agent, agrees to reimburse such refund (plus penalties, interest or other charges) to such Lender, the L/C Issuer or the Administrative Agent in the event such Lender, the L/C Issuer or the Administrative Agent is required to repay such refund.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b11.21(b) hereof, each payment by the Borrower Company and the Guarantors Guarantor Subsidiaries under this Agreement or the other Loan Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the Borrower Company or such Guarantor Subsidiaries is domiciled, any jurisdiction from which the Borrower Company or such Guarantor Subsidiary makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the Borrower Company or such Guarantor Subsidiary shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, and and, other than in regard to Excluded Taxes, forthwith pay such additional amount as may be necessary to ensure so that the net amount actually received by each Lender Bank, the L/C Issuer, and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender Bank, L/C Issuer, or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent Agent, the L/C Issuer, or any Lender Bank pays any amount in respect of any such taxes, penalties or interest, the Borrower Company or such Guarantor Subsidiary shall reimburse the Administrative Agent Agent, the L/C Issuer or such Lender Bank for that payment on demand in the currency in which such payment was made. If the Borrower Company or such Guarantor Subsidiary pays any such taxestaxes (other than Excluded Taxes), penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender Bank, the L/C Issuer or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b12.1(b) hereof, each payment by the Borrower and the Guarantors under this Agreement or the other Loan Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the Borrower or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the Borrower or such Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender pays any amount in respect of any such taxes, penalties or interest, the Borrower or such Guarantor shall reimburse the Administrative Agent or such Lender for that payment on demand in the currency in which such payment was made. If the Borrower or such Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.. 65

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b3.06(b) and (c) hereof, each payment by the Borrower Company and the Guarantors under this Agreement or the other Loan Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the Borrower Company or such any Guarantor is domiciled, any jurisdiction from which the Borrower Company or such any Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or thereintherein (herein, "Withholding Taxes"). If any such withholding Withholding Tax is so required, the Borrower Company or such Guarantor relevant Guarantor, as applicable, shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender and the Administrative Agent free and clear of such taxes Withholding Taxes (including such taxes on such additional amount) is equal to the amount which that Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender pays any amount in respect of any such taxesWithholding Taxes, penalties or interest, the Borrower or such Guarantor Company shall reimburse the Administrative Agent or such Lender for that payment on demand in the currency in which such payment was made. If the Borrower Company or such a Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender or the Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.

Payments Free of Withholding. Except as otherwise required by law and subject Subject to Section 13.1(b11.1(b) hereof, each payment by the Borrower and the Guarantors under this Agreement or the other Loan Credit Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) recipient imposed by or within the jurisdiction in which the Borrower recipient is organized or such Guarantor is domiciled, conducts business (other than any jurisdiction from in which the Borrower recipient is deemed to conduct business solely as the result of entering into this Agreement or such Guarantor makes any payment, other Credit Document or (in each casereceiving any payment or taking any action thereunder) any political subdivision or taxing authority thereof or thereinand taxes imposed by FATCA). If any such withholding is so required, the Borrower or such Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereonthereon and, and except with respect to taxes imposed by FATCA, forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender Bank and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender Bank or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender Bank pays any amount in respect of any such taxes, penalties or interestinterest (other than taxes, penalties or interest imposed by FATCA), the Borrower or such Guarantor shall reimburse the Administrative Agent or such Lender that Bank for that payment on demand in the currency in which such payment was made. If the Borrower or such Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender Bank or the Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment. If any Bank or the Administrative Agent determines it has received or been granted a credit against or relief or remission for, or repayment of, any taxes paid or payable by it because of any taxes, penalties or interest paid by the Borrower and evidenced by such a tax receipt, such Bank or the Administrative Agent shall, to the extent it can do so without prejudice to the retention of the amount of such credit, relief, remission or repayment, pay to the Borrower such amount as such Bank or the Administrative Agent determines is attributable to such deduction or withholding and which will leave such Bank or the Administrative Agent (after such payment) in no better or worse position than it would have been in if the Borrower had not been required to make such deduction or withholding. Nothing in this Agreement shall interfere with the right of each Bank and the Administrative Agent to arrange its tax affairs in whatever manner it thinks fit nor obligate any Bank or the Administrative Agent to disclose any information relating 66 to its tax affairs or any computations in connection with such taxes, other than the information required to be disclosed pursuant to Section 11.1(d) hereof.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b) hereof, each payment by the Borrower and the Guarantors under this Agreement or the other Loan Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipientExcluded Taxes) imposed by or within the jurisdiction in which the Borrower or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the Borrower or such Guarantor shall notify the relevant Lender, and the Administrative Agent of such withholding obligation, and any Lender, and the Administrative Agent that becomes aware of any such withholding obligations shall promptly notify the Borrower or Guarantor, and the Borrower or Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender Lender, and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender Lender, or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent Agent, or any Lender pays any amount in respect of any such taxes, penalties or interest, the Borrower or such Guarantor shall reimburse the Administrative Agent Agent, or such Lender for that payment on demand in the currency in which such payment was made. If the Borrower or such Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof (or other evidence of such payment reasonably satisfactory to the Administrative Agent) to the Lender or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b) hereoflaw, each payment by the Borrower and the Guarantors ADESA under this Agreement or the other Loan Credit Documents shall be made without with withholding for or on account of any present or future taxes (other than overall net income taxes on measured or based upon the overall net income of the recipient) imposed by or within the jurisdiction in which the Borrower or such Guarantor ADESA is domiciled, any jurisdiction from which the Borrower or such Guarantor ADESA makes any payment, payment or (in each case) any political subdivision or taxing authority thereof or thereintherein by reason of the participation by the Banks in the transactions contemplated by this Agreement. If any such withholding is so required, the Borrower or such Guarantor ADESA shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, thereon and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender Bank and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender Bank or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender Bank pays any amount in respect of any such withheld taxes, penalties or interest, the Borrower or such Guarantor ADESA shall reimburse the Administrative Agent or such Lender that Bank for that payment on demand in the currency in which such payment was made. If the Borrower or such Guarantor ADESA pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender Banks or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment. If any Bank or the Agent determines it has received or been granted a credit against or relief or remission for, or repayment of, any taxes paid or payable by it because of any taxes, penalties or interest paid by ADESA and evidenced by such a tax receipt, such Bank or Agent shall, to the extent it can do so without prejudice to the retention of the amount of such credit, relief, remission or repayment, pay to ADESA such amount as such Bank or Agent determines is attributable to such deduction or withholding and which will leave such Bank or Agent (after such payment) in no better or worse position than it would have been in if ADESA had not been required to make such deduction or withholding. Nothing in this Agreement shall interfere with the right of each Bank and the Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige any Bank or the Agent to disclose any information relating to its tax affairs or any computations in connection with such taxes.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b) hereofapplicable Laws, each payment by the Borrower and the Guarantors any Loan Party under this Agreement or the other Loan Documents shall be made without deduction or withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the Borrower or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or thereinTaxes. If any such deduction or withholding is so requiredrequired by applicable Laws (as determined in the good faith discretion of an applicable Withholding Agent), then the Borrower applicable Withholding Agent shall be entitled to make such deduction or such Guarantor shall make the withholding, withholding and timely pay the full amount deducted or withheld to the appropriate governmental authority Governmental Authority in accordance with Applicable Laws before penalties attach thereto or interest accrues thereon, and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including deductions and forthwith pay withholdings applicable to additional sums payable under this Section 3.1) the Lender or the Administrative Agent, as applicable, receives an amount equal to the sum it would have received had no such additional amount as may be necessary to ensure that the net amount actually received by deduction or withholding been made. The Loan Parties shall jointly and severally indemnify each Lender and the Administrative Agent free and clear Agent, within 10 days after demand therefor, for the full amount of such taxes any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributed to amounts payable under this Section 3.1) payable or paid by such taxes on such additional amount) is equal to the amount which that Lender or the Administrative Agent and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Borrower by a Lender (as with a copy to the case may be) would have received had such withholding not been made. If Administrative Agent), or by the Administrative Agent on its own behalf or any Lender on behalf of a Lender, shall be conclusive absent manifest error. If a Loan Party pays any amount in respect of any such taxes, penalties or interest, the Borrower or such Guarantor shall reimburse the Administrative Agent or such Lender for that payment on demand in the currency in which such payment was made. If the Borrower or such Guarantor pays any such taxes, penalties or interestTaxes pursuant to this Section 3.1, it shall deliver official tax Tax receipts evidencing that payment or certified copies thereof to the Lender or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.. 37

Payments Free of Withholding. Except as otherwise required by law and subject Subject to Section 13.1(b11.1(b) hereof, each payment by the Borrower and the Guarantors under this Agreement or the other Loan Credit Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the Borrower or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein). If any such withholding is so required, the Borrower or such Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, thereon and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender Bank and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender Bank or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender Bank pays any amount in respect of any such taxes, penalties or interest, interest the Borrower or such Guarantor shall reimburse the Administrative Agent or such Lender that Bank for that payment on demand in the currency in which such payment was made. If the Borrower or such Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender Bank or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment. If any Bank or the Administrative Agent determines it has received or been granted a credit against or relief or remission for, or repayment of, any taxes paid or payable by it because of any taxes, penalties or interest paid by the Borrower and evidenced by such a tax receipt, such Bank or Administrative Agent shall, to the extent it can do so without prejudice to the retention of the amount of such credit, relief, remission or repayment, pay to the Borrower such amount as such Bank or Administrative Agent determines is attributable to such deduction or withholding and which will leave such Bank or Administrative Agent (after such payment) in no better or worse position than it would have been in if the Borrower had not been required to make such deduction or withholding. Nothing in this Agreement shall interfere with the right of each Bank and the Administrative Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige any Bank or the Administrative Agent to disclose any information relating to its tax affairs or any computations in connection with such taxes.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 13.1(b) hereoflaw, each payment by the Borrower and the Guarantors under this Agreement or the other Loan Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the Borrower or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or thereinTaxes. If any such withholding is so requiredrequired by applicable law, the Borrower or such Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority Governmental Authority before penalties attach thereto or interest accrues thereon, and if such Tax is an Indemnified Tax, forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender and the Administrative Agent Recipient free and clear of such taxes Taxes (including such taxes Taxes on such additional amount) is equal to the amount which that Lender or the Administrative Agent (as the case may be) such Recipient would have received had such withholding not been made. If the Administrative Agent or any Lender Recipient pays any amount in respect of any such taxesIndemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts so reimbursed) and any reasonable expenses arising therefrom or with respect thereto, penalties or interest, the Borrower or such Guarantor shall reimburse such Recipient for the Administrative Agent or such Lender for that payment on full amount thereof within 10 days of demand in the currency in which such payment was made. If the Borrower or such Guarantor pays any such taxes, penalties or interestTaxes to a Governmental Authority pursuant to this Section, it shall deliver official tax receipts evidencing that payment or certified copies thereof (or other evidence of such payment reasonably satisfactory to the Lender or Administrative Agent Agent) to the Recipient on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.. 744209099 20664705