Common use of Payments Free of Withholding Clause in Contracts

Payments Free of Withholding. Except as otherwise required by law and subject to Section 3.3(b), each payment by the Borrower to the Agent or any Lender under this Agreement or any other Credit Document 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 is domiciled, any jurisdiction from which the Borrower makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein, excluding, in the case of each Lender and the Agent, taxes, assessments or other governmental charges (i) imposed on, based upon, or measured by its income, and branch profits, franchise and similar taxes imposed on it, by any jurisdiction in which the Agent or such Lender, as the case may be, is incorporated or maintains its principal place of business or Lending Office or which subjects the Agent or such Lender to tax by reason of a connection between the taxing jurisdiction and the Agent or such Lender (other than a connection resulting from the transactions contemplated by this Agreement); (ii) imposed as a result of a connection between the taxing jurisdiction and the Agent or such Lender, as the case may be, other than a connection resulting from the transactions contemplated by this Agreement; (iii) imposed as a result of the transfer by such Lender of its interest in this Agreement or any other Credit Document or a designation by such Lender (other than pursuant to Section 3.3(d) hereof) of a new Lending Office (other than taxes imposed as a result of any change in treaty, law or regulation after such transfer of the Lender's interest in this Agreement or any Credit Document or designation of a new Lending Office); (iv) imposed by the United States of America upon a Lender organized under the laws of a jurisdiction outside of the United States, except to the extent that such tax is imposed or increased as a result of any change in applicable law, regulation or treaty (other than any addition of or change in any "anti-treaty shopping," "limitation of benefits," or similar provision applicable to a treaty) after the Effective Date hereof, in the case of each Lender originally a party hereto or, in the case of any Purchasing Lender (as defined in Section 10.10), after the date on which it becomes a Lender; (v) which would not have been imposed but for (a) the failure of the Agent or any Lender, as the case may be, to provide (x) an Internal Revenue Service Form 1001 or 4224, as the case may be, or any substitute or successor form prescribed by the Internal Revenue Service pursuant to Section 3.3(b) below, or (y) any other certification, documentation or proof which is reasonably requested by the Borrower, or (b) a determination by a taxing authority or a court of competent jurisdiction that a certification, documentation or other proof provided by such Lender or the Agent to establish an exemption from such tax, assessment or other governmental charge is false (all such non-excluded taxes, assessments or other governmental charges and liabilities being hereinafter referred to as "Indemnified Taxes"). If any such withholding is so required, the Borrower 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 the Agent and each Lender is free and clear of such Indemnified Taxes (including Indemnified Taxes on such additional amount) and is equal to the amount that the Agent or such Lender (as the case may be) would have received had such withholding not been made. If the Agent or any Lender pays any amount in respect of any Indemnified Taxes, penalties or interest, the Borrower shall reimburse the Agent or that Lender for the payment on demand in the currency in which such payment was made. If the Borrower pays any Indemnified Taxes, penalties or interest, it shall deliver official tax receipts evidencing the payment or certified copies thereof, or other satisfactory evidence of payment if such tax receipts have not yet been received by the Borrower (with such tax receipts to be promptly delivered when actually received), to the Agent or the Lender on whose account such withholding was made (with a copy to the Agent if not the recipient of the original) within fifteen (15) days of such payment.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 3.3(b), each payment by the Borrower Borrowers to any Lender, any Issuing Bank, the Swingline Lender or the Administrative Agent or any Lender under this Agreement or any other Credit Document shall be made without withholding for or on account of any present or future taxes. If any such withholding is so required, the applicable Borrower shall make the withholding and pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon. Moreover, in the case of any such present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the applicable Borrower is domiciledincorporated, any jurisdiction from which the applicable Borrower makes any paymentpayment under this Agreement or any other Credit Document, or (in each case) any political subdivision or taxing authority thereof or therein, excluding, in the case of each Lender, each Issuing Bank, the Swingline Lender and the Administrative Agent, the following taxes, assessments or other governmental charges: (i) taxes imposed on, based upon, or measured by its such Lender’s, such Issuing Bank’s, the Swingline Lender’s or the Administrative Agent’s net income, profits, gains, overall revenues or receipts, and branch profits, franchise and similar taxes imposed on it, by any jurisdiction in which the Agent or ; (ii) taxes imposed on such Lender, such Issuing Bank, the Swingline Lender or the Administrative Agent as the case may be, is incorporated or maintains its principal place of business or Lending Office or which subjects the Agent or such Lender to tax by reason a result of a present or former connection between the taxing jurisdiction and the Agent or such Lender (other than a connection resulting from the transactions contemplated by this Agreement); (ii) imposed as a result of a connection between the taxing jurisdiction and the Agent or such Lender, such Issuing Bank, the Swingline Lender or Administrative Agent, or any owner or affiliate thereof, as the case may be, other than a connection resulting solely from the transactions contemplated by this Agreement; (iii) taxes imposed as a result of the transfer by such Lender, such Issuing Bank, the Swingline Lender or Administrative Agent of its interest in this Agreement or any other Credit Document or a designation by such Lender, such Issuing Bank, the Swingline Lender or the Administrative Agent (other than pursuant to Section 3.3(d) hereof8.3(c)) of a new Lending Office (other than taxes imposed as a result of any change in treaty, law or regulation after such transfer of such Lender’s, such Issuing Bank’s, the Swingline Lender's ’s or the Administrative Agent’s interest in this Agreement or any other Credit Document or designation of a new Lending Office); (iv) taxes imposed by the United States of America (or any political subdivision thereof or tax authority therein) upon a Lender, Issuing Bank, Swingline Lender or Administrative Agent organized under the laws of a jurisdiction outside of the United States, except to the extent that such tax is imposed or increased as a result of any change in applicable law, regulation or treaty (other than any addition of or change in any "“anti-treaty shopping," "” “limitation of benefits," ” or similar provision applicable to a treaty) after the Effective Date date hereof, in the case of each Lender, Issuing Bank, Swingline Lender or Administrative Agent originally a party hereto or, in the case of any Purchasing Lender (as defined in Section 10.1010.10(b)) or other Issuing Bank or Administrative Agent, after the date on which it becomes a Lender;, Issuing Bank, or Administrative Agent, as the case may be; or (v) taxes which would not have been imposed but for (a) the failure of such Lender, such Issuing Bank, the Agent Swingline Lender or any Lenderthe Administrative Agent, as the case may be, to provide on a timely basis (xI) an Internal Revenue Service Form 1001 or 4224, as the case may be, or any substitute or successor form applicable forms prescribed by the Internal Revenue Service Service, as required pursuant to Section 3.3(b) below(unless excused pursuant to Section 3.3(c)), or (yII) any other form, certification, documentation or proof which is reasonably requested by the BorrowerCompany, or (b) a determination by a taxing authority or a court of competent jurisdiction that a form, certification, documentation or other proof provided by such Lender, such Issuing Bank, the Swingline Lender or the Administrative Agent to establish an exemption from such tax, assessment or other governmental charge is false or not properly completed; (all such non-excluded present or future taxes, assessments or other governmental charges and liabilities excluding only the taxes described in the preceding clauses (i) through (v), being hereinafter referred to as "“Indemnified Taxes"”). If any such withholding is so required, the applicable Borrower 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, each Issuing Bank, the Swingline Lender and the Administrative Agent and each Lender is free and clear of such Indemnified Taxes (including Indemnified Taxes on such additional amount) and is equal to the amount that such Lender, such Issuing Bank, the Swingline Lender or the Administrative Agent or such Lender (as the case may be) would have received had such withholding of any Indemnified Taxes not been made. If the Agent or any Lender pays any amount in respect of any Indemnified Taxes, penalties or interest, the Borrower shall reimburse the Agent or that Lender for the payment on demand in the currency in which such payment was made. If the Borrower pays any Indemnified Taxes, or any penalties or interestinterest in connection therewith, it shall deliver official tax receipts evidencing the payment or certified copies thereof, or other satisfactory evidence of payment if such tax receipts have not yet been received by the such Borrower (with such tax receipts to be promptly delivered when within fifteen (15) days after being actually received), to the Agent Lender, the Swingline Lender, Issuing Bank or the Lender Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) within fifteen (15) days of such payment. If the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender pays any Indemnified Taxes which any Borrower has failed to withhold or pay to the appropriate governmental authority, or any penalties or interest in connection therewith, such Borrower shall reimburse the Administrative Agent, that Issuing Bank, the Swingline Lender or that Lender for the payment in the currency in which such payment was made within thirty (30) days after the receipt of written demand therefor. Such Lender, such Issuing Bank, the Swingline Lender or the Administrative Agent shall make written demand on the Company for reimbursement hereunder no later than ninety (90) days after the earlier of (i) the date on which such Lender, such Issuing Bank, the Swingline Lender or the Administrative Agent makes payment of the Indemnified Taxes, penalties and interest, and (ii) the date on which the relevant taxing authority or other governmental authority makes written demand upon such Lender, such Issuing Bank, the Swingline Lender or the Administrative Agent for payment of the Indemnified Taxes, penalties and interest. Any such demand shall describe in reasonable detail such Indemnified Taxes, penalties or interest, including the amount thereof if then known to such Lender, such Issuing Bank, the Swingline Lender or the Administrative Agent, as the case may be. In the event that such Lender, the Swingline Lender, Issuing Bank or the Administrative Agent fails to give the Company timely notice as provided herein, no Borrower shall have any obligation to pay such claim for reimbursement. In the event that any taxing authority notifies a Borrower that it has improperly failed to withhold any taxes (other than Indemnified Taxes) from a payment to any Lender, any Issuing Bank, the Swingline Lender or the Administrative Agent under this Agreement or any other Credit Document, such Borrower shall timely and fully pay such taxes to such taxing authority and such Lender, Issuing Bank, Swingline Lender or Administrative Agent, as the case may be, shall pay the amount of such taxes to such Borrower within thirty (30) days after the receipt of written demand therefor. If a Borrower is or will be required to pay an additional amount to a Lender, an Issuing Bank, the Swingline Lender or the Administrative Agent pursuant to this Section 3.3(a), then such payee shall use reasonable efforts to take requested measures (including, without limitation, changing the jurisdiction of its Lending Office) so as to reduce or eliminate any such amounts which may thereafter accrue, if such change would not otherwise be materially disadvantageous to such payee.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 3.3(b)law, each payment by or on behalf of the Borrower to the Agent or any Lender or the Administrative Agent under this Agreement or any other Credit Document shall be made without withholding for or on account of any present or future taxes Taxes. If any such withholding is so required by law (other than overall net income taxes on as determined in good faith by an applicable withholding agent), the recipient) applicable withholding agent shall make the withholding and pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon. Moreover, in the case of any such present or future Taxes imposed by or within the jurisdiction in which the Borrower is domiciledincorporated, any jurisdiction from which the Borrower makes any paymentpayment under this Agreement or any other Credit Document, or (in each case) any political subdivision or taxing authority thereof or therein, excluding, in the case of each Lender and the Administrative Agent, taxes, assessments the following Taxes (whether imposed on or other governmental chargeswith respect to such Lender or Administrative Agent or required to be withheld or deducted from any payment by or on account of any obligation of any Borrower under any Credit Document): (i) Taxes imposed on, based upon, or measured by its such Lender’s or the Administrative Agent’s net income, profits, gains, overall revenues or receipts, and branch profits, franchise and similar taxes Taxes imposed on it, by any jurisdiction in which the Agent or such Lendereach case, as the case may be, is incorporated or maintains its principal place of business or Lending Office or which subjects the Agent or such Lender to tax by reason a result of a present or former connection between the taxing jurisdiction and the Agent or such Lender (other than a connection resulting from the transactions contemplated by this Agreement); (iiincluding any applicable lending office) imposed as a result of a connection between the taxing jurisdiction and the Agent or such LenderAdministrative Agent, or any owner or affiliate thereof, as the case may be, other than connections arising from such Lender’s or the Administrative Agent’s having executed, delivered, become a connection resulting from the transactions contemplated by this Agreementparty to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to, or enforced, any Credit Document, or sold or assigned an interest in any Loan or Credit Document; (iiiii) Taxes imposed as a result of the transfer by such Lender of its interest in this Agreement or any other Credit Document or a designation by such Lender (other than pursuant to Section 3.3(dFATCA) hereof) of a new Lending Office (other than taxes imposed as a result of any change in treaty, law or regulation after such transfer of the Lender's interest in this Agreement or any Credit Document or designation of a new Lending Office); (iv) imposed by the United States of America upon (or any political subdivision thereof or tax authority therein) on or with respect to a Lender or Administrative Agent organized under the laws of a jurisdiction outside of the United States, except to the extent that such tax is imposed or increased as a result of any change Change in applicable law, regulation or treaty Law (other than any addition of or change in any "anti-treaty shopping," "limitation of benefits," or similar provision applicable to a treatyx) after the Effective Date date hereof, in the case of each Lender or Administrative Agent originally a party hereto orhereto, (y) in the case of any Purchasing Lender (as defined in Section 10.1011.10(b)) or Administrative Agent, after the date on which it becomes a LenderLender or Administrative Agent, as the case may be (unless such Purchasing Lender acquired its interest following a request by the Parent under Section 9.6) or (z) after the designation by such Lender or Administrative Agent of a new Lending Office (other than pursuant to this Section 3.3(a) or Section 9.3(c)); (viii) Taxes imposed by the United States of America pursuant to FATCA on or with respect to a Lender or Administrative Agent organized under the laws of a jurisdiction outside of the United States; or (iv) Taxes which would not have been imposed but for (a) the failure of such Lender or the Agent or any LenderAdministrative Agent, as the case may be, to provide on a timely basis (xA) an Internal Revenue Service Form 1001 or 4224, as the case may be, or any substitute or successor form applicable forms prescribed by the Internal Revenue Service Service, as required pursuant to Section 3.3(b) below(unless excused pursuant to Section 3.3(c)), or (yB) any other form, certification, documentation or proof which is reasonably requested by the BorrowerParent or the Administrative Agent, or (b) a determination by a taxing authority or a court of competent jurisdiction that a form, certification, documentation or other proof provided by such Lender or the Administrative Agent to establish an exemption from such tax, assessment or other governmental charge is false or not properly completed; (all such non-excluded taxespresent or future Taxes, assessments or other governmental charges and liabilities being hereinafter referred to as "than the Taxes described in the preceding clauses (i) through (iii), “Indemnified Taxes"”). If any such withholding is so required, the Borrower 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 the Agent and each Lender and the Administrative Agent is free and clear of such Taxes that are Indemnified Taxes (including Indemnified Taxes on such additional amount) and is equal to the amount that the Agent or such Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Agent or any Lender pays any amount in respect of any Indemnified Taxes, penalties or interest, the Borrower shall reimburse the Agent or that Lender for the payment on demand in the currency in which such payment was Taxes not been made. If the Borrower pays any such Taxes that are Indemnified Taxes, or any penalties or interestinterest in connection therewith, it shall deliver official tax receipts evidencing the payment or certified copies thereof, or other satisfactory evidence of payment if such tax receipts have not yet been received by the Borrower (with such tax receipts to be promptly delivered when within fifteen (15) days after being actually received), to the Agent Lender or the Lender Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) within fifteen (15) days of such payment. If the Administrative Agent or any Lender pays any Indemnified Taxes which the Borrower has failed to withhold or pay to the appropriate governmental authority, or any penalties or interest in connection therewith, the Borrower shall reimburse the Administrative Agent or that Lender for the payment in the currency in which such payment was made within thirty (30) days after the receipt of written demand therefor. Such Lender or the Administrative Agent shall make written demand on the Parent for reimbursement hereunder no later than ninety (90) days after the earlier of (i) the date on which such Lender or the Administrative Agent makes payment of the Indemnified Taxes, penalties and interest, and (ii) the date on which the relevant taxing authority or other governmental authority makes written demand upon such Lender or the Administrative Agent for payment of the Indemnified Taxes, penalties and interest. Any such demand shall describe in reasonable detail such Indemnified Taxes, penalties or interest, including the amount thereof if then known to such Lender or the Administrative Agent, as the case may be. In the event that such Lender or the Administrative Agent fails to give the Borrower timely notice as provided herein, the Borrower shall not have any obligation to pay such claim for reimbursement. In the event that any taxing authority notifies the Borrower that it has improperly failed to withhold any Taxes (other than Indemnified Taxes) from a payment to any Lender or the Administrative Agent under this Agreement or any other Credit Document, the Borrower shall timely and fully pay such Taxes to such taxing authority and such Lender or Administrative Agent, as the case may be, shall pay the amount of such Taxes to the Borrower within thirty (30) days after the receipt of written demand therefor. If the Borrower is or will be required to pay an additional amount to a Lender or the Administrative Agent pursuant to this Section 3.3(a), then such payee shall use reasonable efforts to take requested measures (including changing the jurisdiction of its Lending Office) so as to reduce or eliminate any such amounts which may thereafter accrue, if such change would not otherwise be materially disadvantageous to such payee.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 3.3(b), each payment by the Borrower to the Agent or any Lender or Administrative Agent under this Agreement or any other Credit Document 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 is domiciledincorporated, any jurisdiction from which the Borrower makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein, excluding, in the case of each Lender and the Administrative Agent, the following taxes, assessments or other governmental charges: (i) taxes imposed on, based upon, or measured by its incomesuch Lender’s or the Administrative Agent’s net income or profits, and branch profits, franchise and similar taxes imposed on it, by any jurisdiction in which the Agent or such Lender, as the case may be, is incorporated or maintains its principal place of business or Lending Office or which subjects the Agent or ; (ii) taxes imposed on such Lender to tax by reason or the Administrative Agent as a result of a present or former connection between the taxing jurisdiction and the Agent or such Lender (other than a connection resulting from the transactions contemplated by this Agreement); (ii) imposed as a result of a connection between the taxing jurisdiction and the Agent or such LenderAdministrative Agent, or any affiliate thereof, as the case may be, other than a connection resulting solely from the transactions contemplated by this Agreement; (iii) taxes imposed as a result of the transfer by such Lender or the Administrative Agent of its interest in this Agreement or any other Credit Document or a designation by such Lender or the Administrative Agent (other than pursuant to Section 3.3(d) hereof8.3(c)) of a new Lending Office (other than taxes imposed as a result of any change in treaty, law or regulation after such transfer of such Lender’s or the Lender's Administrative Agent’s interest in this Agreement or any other Credit Document or designation of a new Lending Office); (iv) taxes imposed by the United States of America (or any political subdivision thereof or tax authority therein) upon a Lender or the Administrative Agent organized under the laws of a jurisdiction outside of the United States, except to the extent that such tax is imposed or increased as a result of any change in applicable law, regulation or treaty (other than any addition of or change in any "“anti-treaty shopping," "” “limitation of benefits," ” or similar provision applicable to a treaty) after the Effective Date date hereof, in the case of each Lender or the Administrative Agent originally a party hereto or, in the case of any Purchasing Lender (as defined in Section 10.10)) or the Administrative Agent, after the date on which it becomes a Lender;Lender or the Administrative Agent, as the case may be; or (v) taxes which would not have been imposed but for (a) the failure of any Lender or the Agent or any LenderAdministrative Agent, as the case may be, to provide (xI) an Internal Revenue Service Form 1001 or 4224, as the case may be, or any substitute or successor form applicable forms prescribed by the Internal Revenue Service Service, as required pursuant to Section 3.3(b) below), or (yII) any other form, certification, documentation or proof which is reasonably requested by the Borrower, or (b) a determination by a taxing authority or a court of competent jurisdiction that a form, certification, documentation or other proof provided by such Lender or the Administrative Agent to establish an exemption from such tax, assessment or other governmental charge is false false; (all such non-excluded present or future taxes, assessments or other governmental charges and liabilities excluding only the taxes described in the preceding clauses (i) through (v), being hereinafter referred to as "“Indemnified Taxes"”). If any such withholding is so required, the Borrower 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 the Agent and each Lender and the Administrative Agent is free and clear of such Indemnified Taxes (including Indemnified Taxes on such additional amount) and is equal to the amount that the Agent or such Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Agent or any Lender pays any amount in respect of any Indemnified Taxes, penalties or interest, the Borrower shall reimburse the Agent or that Lender for the payment on demand in the currency in which such payment was Tax not been made. If the Borrower pays any Indemnified Taxes, or any penalties or interestinterest in connection therewith, it shall deliver official tax receipts evidencing the payment or certified copies thereof, or other satisfactory evidence of payment if such tax receipts have not yet been received by the Borrower (with such tax receipts to be promptly delivered when within fifteen (15) days after being actually received), to the Agent Lender or the Lender Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) within fifteen (15) days of such payment. If the Administrative Agent or any Lender pays any Indemnified Taxes, or any penalties or interest in connection therewith, the Borrower shall reimburse the Administrative Agent or such Lender for the payment on demand in the currency in which such payment was made. Such Lender or the Administrative Agent shall make written demand on the Borrower for reimbursement hereunder no later than ninety (90) days after the earlier of (i) the date on which such Lender or the Administrative Agent makes payment of the Indemnified Taxes, penalties and interest, and (ii) the date on which the relevant taxing authority or other governmental authority makes written demand upon such Lender or the Administrative Agent for payment of the Indemnified Taxes, penalties and interest. Any such demand shall describe in reasonable detail such Indemnified Taxes, penalties or interest, including the amount thereof if then known to such Lender or the Administrative Agent, as the case may be. In the event that such Lender or the Administrative Agent fails to give the Borrower timely notice as provided herein, the Borrower shall not have any obligation to pay such claim for reimbursement.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 3.3(b)law, each payment by the Borrower to the Agent or any Lender under this Agreement or any the other Credit Document 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 is domiciled, any jurisdiction from which the Borrower or any other Person on behalf of the Borrower makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein, excluding, in the case of each Lender therein (all such excluded taxes are “Excluded Taxes” and the Agent, taxes, assessments or other governmental charges (i) imposed on, based upon, or measured by its income, and branch profits, franchise and similar taxes imposed on it, by any jurisdiction in which the Agent or such Lender, as the case may be, is incorporated or maintains its principal place of business or Lending Office or which subjects the Agent or such Lender to tax by reason of a connection between the taxing jurisdiction and the Agent or such Lender (other than a connection resulting from the transactions contemplated by this Agreement); (ii) imposed as a result of a connection between the taxing jurisdiction and the Agent or such Lender, as the case may be, other than a connection resulting from the transactions contemplated by this Agreement; (iii) imposed as a result of the transfer by such Lender of its interest in this Agreement or any other Credit Document or a designation by such Lender (other than pursuant to Section 3.3(d) hereof) of a new Lending Office (other than taxes imposed as a result of any change in treaty, law or regulation after such transfer of the Lender's interest in this Agreement or any Credit Document or designation of a new Lending Office); (iv) imposed by the United States of America upon a Lender organized under the laws of a jurisdiction outside of the United States, except to the extent that such tax is imposed or increased as a result of any change in applicable law, regulation or treaty (other than any addition of or change in any "anti-treaty shopping," "limitation of benefits," or similar provision applicable to a treaty) after the Effective Date hereof, in the case of each Lender originally a party hereto or, in the case of any Purchasing Lender (as defined in Section 10.10), after the date on which it becomes a Lender; (v) which would not have been imposed but for (a) the failure of the Agent or any Lender, as the case may be, to provide (x) an Internal Revenue Service Form 1001 or 4224, as the case may be, or any substitute or successor form prescribed by the Internal Revenue Service pursuant to Section 3.3(b) below, or (y) any other certification, documentation or proof which is reasonably requested by the Borrower, or (b) a determination by a taxing authority or a court of competent jurisdiction that a certification, documentation or other proof provided by such Lender or the Agent to establish an exemption from such tax, assessment or other governmental charge is false (all such non-excluded taxes, assessments or other governmental charges and liabilities being hereinafter referred to as "taxes are “Indemnified Taxes"”). If any such withholding is so required, the Borrower 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 and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by the Agent and each Lender is and the Administrative Agent free and clear of such Indemnified Taxes (including Indemnified Taxes such taxes on such additional amount) and is equal to the amount which that Lender or the Administrative Agent or such Lender (as the case may be) would have received had such withholding not been made. If the Agent or any Lender pays any amount in respect of any Indemnified Taxes, penalties or interest, the Borrower shall reimburse the Agent or that Lender for the payment on demand in the currency in which such payment was made. If the Borrower pays any Indemnified Taxes, penalties or interest, it shall deliver official tax receipts evidencing the payment or certified copies thereof, or other satisfactory evidence of payment if such tax receipts have not yet been received by the Borrower (with such tax receipts to be promptly delivered when actually received), to the Agent or the Lender on whose account such withholding was made (with a copy to the Agent if not the recipient of the original) within fifteen (15) days of such payment.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 3.3(b), each payment by the Borrower to the Agent or any other Loan Party to any Lender or Administrative Agent under this Agreement or any other Credit Document 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 Loan Party is domiciledorganized, any jurisdiction from which the Borrower or such Loan Party makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein, excluding, in the case of each Lender and the Administrative Agent, the following taxes, assessments or other governmental charges: (i) taxes imposed on, based upon, or measured by its incomesuch Lender’s or the Administrative Agent’s net income or profits, and branch profits, franchise and similar taxes imposed on it, by any jurisdiction in which the Agent or such Lender, as the case may be, is incorporated or maintains its principal place of business or Lending Office or which subjects the Agent or ; (ii) taxes imposed on such Lender to tax by reason or the Administrative Agent as a result of a present or former connection between the taxing jurisdiction and the Agent or such Lender (other than a connection resulting from the transactions contemplated by this Agreement); (ii) imposed as a result of a connection between the taxing jurisdiction and the Agent or such LenderAdministrative Agent, or any affiliate thereof, as the case may be, other than a connection resulting solely from the transactions contemplated by this Agreement; (iii) taxes imposed as a result of the transfer by such Lender or the Administrative Agent of its interest in this Agreement or any other Credit Document or a designation by such Lender or the Administrative Agent (other than pursuant to Section 3.3(d) hereof8.3(c)) of a new Lending Office (other than taxes imposed as a result of any change in treaty, law or regulation after such transfer of such Lender’s or the Lender's Administrative Agent’s interest in this Agreement or any other Credit Document or designation of a new Lending Office); (iv) taxes imposed by the United States of America (or any political subdivision thereof or tax authority therein) upon a Lender or the Administrative Agent organized under the laws of a jurisdiction outside of the United States, except to the extent that such tax is imposed or increased as a result of any change in applicable law, regulation or treaty (other than any addition of or change in any "“anti-treaty shopping," "” “limitation of benefits," ” or similar provision applicable to a treaty) after the Effective Date date hereof, in the case of each Lender or the Administrative Agent originally a party hereto or, in the case of any Purchasing Lender (as defined in Section 10.10)) or the Administrative Agent, after the date on which it becomes a Lender;Lender or the Administrative Agent, as the case may be; or (v) taxes which would not have been imposed but for (a) the failure of any Lender or the Agent or any LenderAdministrative Agent, as the case may be, to provide (xI) an Internal Revenue Service Form 1001 or 4224, as the case may be, or any substitute or successor form applicable forms prescribed by the Internal Revenue Service Service, as required pursuant to Section 3.3(b) below), or (yII) any other form, certification, documentation or proof which is reasonably requested by the Borrower, or (b) a determination by a taxing authority or a court of competent jurisdiction that a form, certification, documentation or other proof provided by such Lender or the Administrative Agent to establish an exemption from such tax, assessment or other governmental charge is false false; (all such non-excluded present or future taxes, assessments or other governmental charges and liabilities excluding only the taxes described in the preceding clauses (i) through (v), being hereinafter referred to as "“Indemnified Taxes"”). If any such withholding is so required, the Borrower or such other Loan Party 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 the Agent and each Lender and the Administrative Agent is free and clear of such Indemnified Taxes (including Indemnified Taxes on such additional amount) and is equal to the amount that the Agent or such Lender or the Administrative Agent (as the case may be) would have received had such withholding of any Indemnified Tax not been made. If the Agent Borrower or any Lender pays any amount in respect of any Indemnified Taxes, penalties or interest, the Borrower shall reimburse the Agent or that Lender for the payment on demand in the currency in which such payment was made. If the Borrower other Loan Party pays any Indemnified Taxes, or any penalties or interestinterest in connection therewith, it shall deliver official tax receipts evidencing the payment or certified copies thereof, or other satisfactory evidence of payment if such tax receipts have not yet been received by the Borrower or such other Loan Party (with such tax receipts to be promptly delivered when within fifteen (15) days after being actually received), to the Agent Lender or the Lender Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) within fifteen (15) days of such payment. If the Administrative Agent or any Lender pays any Indemnified Taxes, or any penalties or interest in connection therewith, the Borrower shall reimburse the Administrative Agent or such Lender for the payment on demand in the currency in which such payment was made. Such Lender or the Administrative Agent shall make written demand on the Borrower for reimbursement hereunder no later than ninety (90) days after the earlier of (i) the date on which such Lender or the Administrative Agent makes payment of the Indemnified Taxes, penalties and interest, and (ii) the date on which the relevant taxing authority or other governmental authority makes written demand upon such Lender or the Administrative Agent for payment of the Indemnified Taxes, penalties and interest. Any such demand shall describe in reasonable detail such Indemnified Taxes, penalties or interest, including the amount thereof if then known to such Lender or the Administrative Agent, as the case may be. In the event that such Lender or the Administrative Agent fails to give the Borrower timely notice as provided herein, the Borrower shall not have any obligation to pay such claim for reimbursement.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 3.3(b)13.1(b) hereof, each payment by the Borrower to and the Agent or any Lender Guarantors under this Agreement or any the other Credit Document 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 and the AgentLender, taxes, assessments or other governmental charges (i) taxes imposed on, based upon, on or measured by its net income, and branch profits, franchise and similar taxes imposed on itit (in lieu of net income taxes), by the jurisdiction (or any jurisdiction in political subdivision thereof) under the Legal Requirements of which the Administrative Agent or such Lender, as the case may be, is incorporated organized or maintains its principal place of business or Lending Office or which subjects the Agent or such Lender to tax by reason of a connection between the taxing jurisdiction lending office and the Agent or such Lender (other than a connection resulting from the transactions contemplated by this Agreement); (ii) imposed as a result in the case of a connection between the taxing jurisdiction and the Agent or such foreign Lender, as the case may be, other than a connection resulting from the transactions contemplated by this Agreement; (iii) any withholding tax that is imposed as a result of the transfer by on amounts payable to such Lender of its interest in at the time such foreign Lender becomes a party to this Agreement (or any other Credit Document or a designation by such Lender (other than pursuant to Section 3.3(d) hereof) of a new Lending Office (other than taxes imposed as a result of any change in treaty, law or regulation after such transfer of the Lender's interest in this Agreement or any Credit Document or designation of designates a new Lending Office); (iv) imposed by the United States of America upon a Lender organized under the laws of a jurisdiction outside of the United States, except or is attributable to the extent that such tax is imposed or increased as a result of any change in applicable law, regulation or treaty (other than any addition of or change in any "anti-treaty shopping," "limitation of benefits," or similar provision applicable foreign Lender’s failure to a treaty) after the Effective Date hereof, in the case of each Lender originally a party hereto or, in the case of any Purchasing Lender (as defined in comply with Section 10.10), after the date on which it becomes a Lender; (v) which would not have been imposed but for (a) the failure of the Agent or any Lender, as the case may be, to provide (x) an Internal Revenue Service Form 1001 or 4224, as the case may be, or any substitute or successor form prescribed by the Internal Revenue Service pursuant to Section 3.3(b) below, or (y) any other certification, documentation or proof which is reasonably requested by the Borrower, or (b) a determination by a taxing authority or a court of competent jurisdiction that a certification, documentation or other proof provided by such Lender or the Agent to establish an exemption from such tax, assessment or other governmental charge is false (all such non-excluded taxes, assessments or other governmental charges and liabilities being hereinafter referred to as "Indemnified Taxes"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 thereon, and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by the Agent and each Lender is and the Administrative Agent free and clear of such Indemnified Taxes taxes (including Indemnified Taxes such taxes on such additional amount) and is equal to the amount which that Lender or the Administrative Agent or such Lender (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 Indemnified Taxessuch taxes, penalties or interest, the Borrower or such Guarantor shall reimburse the Administrative Agent or that such Lender for the that payment on demand in the currency in which such payment was made. If the Borrower or such Guarantor pays any Indemnified Taxessuch taxes, penalties or interest, it shall deliver official tax receipts evidencing the that payment or certified copies thereof, or other satisfactory evidence of payment if such tax receipts have not yet been received by the Borrower (with such tax receipts to be promptly delivered when actually received), thereof to the Lender or Administrative Agent or the Lender on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) within fifteen (15) days 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 such paymentany 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 3.3(b), each payment by the Borrower or the Guarantor to any Lender or the Agent or any Lender under this Agreement or any other Credit Document 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 the Guarantor is domiciled, any jurisdiction from which the Borrower or the Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein, excluding, in the case of each Lender and the Agent, taxes, assessments or other governmental charges (i) imposed on, based upon, or measured by its income, and branch profits, franchise and similar taxes imposed on it, by any jurisdiction in which such Lender or the Agent or such LenderAgent, as the case may be, is incorporated or maintains its principal place of business or Lending Office or which subjects such Lender or the Agent or such Lender to tax by reason of a connection between the taxing jurisdiction and such Lender or the Agent or such Lender (other than a connection resulting from the transactions contemplated by this Agreement); (ii) imposed as a result of a connection between the taxing jurisdiction and such Lender or the Agent or such LenderAgent, as the case may be, other than a connection resulting from the transactions contemplated by this Agreement; (iii) imposed as a result of the transfer by such Lender of its interest in this Agreement or any other Credit Document or a designation by such Lender (other than pursuant to Section 3.3(d) hereof8.3(c)) of a new Lending Office (other than taxes imposed as a result of any change in treaty, law or regulation after such transfer of the such Lender's interest in this Agreement or any other Credit Document or designation of a new Lending Office); (iv) imposed by the United States of America upon a Lender organized under the laws of a jurisdiction outside of the United States, except to the extent that such tax is imposed or increased as a result of any change in applicable law, regulation or treaty (other than any addition of or change in any "anti-treaty shopping," "limitation of benefits," or similar provision applicable to a treaty) after the Effective Date date hereof, in the case of each Lender originally a party hereto or, in the case of any Purchasing Lender (as defined in Section 10.10), after the date on which it becomes a Lender;; or (v) which would not have been imposed but for (aA) the failure of any Lender or the Agent or any LenderAgent, as the case may be, to provide (x) an Internal Revenue Service Form 1001 or 4224, as the case may be, or any substitute or successor form prescribed by the Internal Revenue Service Service, pursuant to Section 3.3(b) below), or (y) any other certification, documentation or proof which is reasonably requested by the Borrower, or (bB) a determination by a taxing authority or a court of competent jurisdiction that a certification, documentation or other proof provided by such Lender or the Agent to establish an exemption from such tax, assessment or other governmental charge is false (all such non-excluded taxes, assessments or other governmental charges and liabilities being hereinafter referred to as "Indemnified Taxes"). If any such withholding is so required, the Borrower or the 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 Agent and each Lender is free and clear of such Indemnified Taxes (including Indemnified Taxes on such additional amount) and is equal to the amount that such Lender or the Agent or such Lender (as the case may be) would have received had such withholding not been made. If the Agent or any Lender pays any amount in respect of any Indemnified Taxes, penalties or interest, the Borrower or the Guarantor, as applicable, shall reimburse the Agent or that Lender for the payment on demand in the currency in which such payment was made. If the Borrower or the Guarantor pays any Indemnified Taxes, or penalties or interestinterest in connection therewith, it shall deliver official tax receipts evidencing the payment or certified copies thereof, or other satisfactory evidence of payment if such tax receipts have not yet been received by the Borrower or such Guarantor (with such tax receipts to be promptly delivered when actually received), to the Lender or Agent or the Lender on whose account such withholding was made (with a copy to the Agent if not the recipient of the original) within fifteen (15) days of such payment. Each such Lender shall make written demand on the Borrower for indemnification or compensation hereunder no later than ninety (90) days after the earlier of (i) the date on which such Lender or the Agent makes payment of Indemnified Taxes, and (ii) the date on which the relevant taxing authority or other governmental authority makes written demand upon such Lender or the Agent for payment of Indemnified Taxes. In the event that such Lender or the Agent fails to give the Borrower timely notice as provided herein, the Borrower shall not have any obligation to pay such claim for compensation or indemnification.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 3.3(b)12.1(b) hereof, each payment by the Borrower to and the Agent or any Lender Guarantors under this Agreement or any the other Credit Document 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 each Lender and the Agent, taxes, assessments or other governmental charges but excluding (i) imposed on, based upon, or measured by its net income, franchise taxes and branch profits, franchise and similar profits taxes imposed on it, by any jurisdiction in which the Agent or such Lender, as the case may be, is incorporated or maintains its principal place of business or Lending Office or which subjects the Agent or such Lender to tax by reason of the recipient being organized under the laws of, having its principal office in, or having the applicable lending office in the jurisdiction imposing such tax, (ii) any taxes (other than withholding taxes) with respect to the L/C Issuer or a Lender that would not be imposed but for a connection between the taxing jurisdiction Administrative Agent, the L/C Issuer or a Lender and the Agent or jurisdiction imposing such Lender taxes (other than a connection resulting from arising solely by virtue of the transactions contemplated by this Agreement); (ii) imposed as a result activities of a connection between the taxing jurisdiction and Administrative Agent, the Agent L/C Issuer or such Lender, as the case may be, other than a connection resulting from the transactions contemplated by this Agreement; (iii) imposed as a result Lender pursuant to or in respect of the transfer by such Lender of its interest in this Agreement or any other Credit Document Loan Document), (iii) any withholding taxes or a designation backup withholding taxes due by such Lender reason of the inaccuracy of, or failure to deliver or maintain as required, any of the forms as required under Section 12.1(b) (other than pursuant to whether by reason of Section 3.3(d12.1(c) hereofor otherwise), (iv) any taxes arising after the original date of a new Lending Office (other than taxes imposed this Agreement as a result of any change in treaty, law or regulation after such transfer of attributable to the Lender's interest in this Agreement L/C Issuer or any Credit Document or designation of a new Lending Office); (iv) imposed by the United States of America upon a Lender organized under the laws of a jurisdiction outside of the United States, except to the extent that such tax is imposed or increased as a result of any change in applicable law, regulation or treaty (other than any addition of or change in any "anti-treaty shopping," "limitation of benefits," or similar provision applicable to a treaty) after the Effective Date hereof, in the case of each Lender originally a party hereto or, in the case of any Purchasing Lender (as defined in Section 10.10), changing its designated Lending Office after the date on which it such Lender becomes a Lender; party hereto, and (v) which would not have been any taxes imposed but for by FATCA (a) the failure as used herein, “FATCA” means Sections 1471 through 1474 of the Agent or any Lender, as the case may be, to provide (x) an Internal Revenue Service Form 1001 or 4224, as the case may be, or any substitute or successor form prescribed by the Internal Revenue Service pursuant to Section 3.3(bCode, as of the date of this Agreement (or any amended or successor version that is substantively comparable) below, and any current or future regulations or official interpretations thereof (y) any other certification, documentation or proof which is reasonably requested by the Borrower, or (b) a determination by a taxing authority or a court of competent jurisdiction that a certification, documentation or other proof provided by such Lender or the Agent to establish an exemption from such tax, assessment or other governmental charge is false (all such non-excluded taxes, assessments or other governmental charges and liabilities withholding being hereinafter referred to as "Indemnified collectively called “Taxes"”). If any such withholding is so requiredrequired with respect to any Taxes, 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, the L/C Issuer, and the Administrative Agent and each Lender is free and clear of such Indemnified Taxes (including Indemnified such Taxes on such additional amount) and is equal to the amount which that Lender, L/C Issuer, or the Administrative Agent or such Lender (as the case may be) would have received had such withholding not been made. If the Agent Administrative Agent, the L/C Issuer, or any Lender pays any amount in respect of any Indemnified such Taxes, penalties or interest, the Borrower or such Guarantor shall reimburse the Agent Administrative Agent, the L/C Issuer, or that such Lender for the that payment on demand in the currency in which such payment was made. If the Borrower or such Guarantor pays any Indemnified such Taxes, penalties or interest, it shall deliver official tax receipts evidencing the that payment or certified copies thereofthereof (or, or if unavailable, such other satisfactory evidence of payment if such tax receipts have not yet been received by the Borrower (with such tax receipts to be promptly delivered when actually received), reasonably acceptable to the Administrative Agent) to the Lender, the L/C Issuer or Administrative Agent or the Lender on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) within fifteen (15) days of such on or before the thirtieth day after payment.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 3.3(b), each payment by or on behalf of the Borrower Borrowers to any Lender, any Issuing Bank, the Swingline Lender or the Administrative Agent under or any Lender under in connection with this Agreement or any other Credit Document shall be made without withholding for or on account of any present or future taxes. If any such withholding is so required, the applicable Borrower shall make the withholding and pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon. Moreover, in the case of any such present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the applicable Borrower is domiciledincorporated, any jurisdiction from which the applicable Borrower makes any paymentpayment under this Agreement or any other Credit Document, or (in each case) any political subdivision or taxing authority thereof or therein, excluding, in the case of each Lender, each Issuing Bank, the Swingline Lender and the Administrative Agent, the following taxes, assessments or other governmental charges: (i) taxes imposed on, based upon, or measured by its such Lender’s, such Issuing Bank’s, the Swingline Lender’s or the Administrative Agent’s net income, profits, gains, overall revenues or receipts, and branch profits, franchise and similar taxes imposed on it, by any jurisdiction in which the Agent or ; (ii) taxes imposed on such Lender, such Issuing Bank, the Swingline Lender or the Administrative Agent as the case may be, is incorporated or maintains its principal place of business or Lending Office or which subjects the Agent or such Lender to tax by reason a result of a present or former connection between the taxing jurisdiction and the Agent or such Lender (other than a connection resulting from the transactions contemplated by this Agreement); (ii) imposed as a result of a connection between the taxing jurisdiction and the Agent or such Lender, such Issuing Bank, the Swingline Lender or Administrative Agent, or any owner or affiliate thereof, as the case may be, other than a connection resulting solely from the transactions contemplated by this Agreement; (iii) taxes imposed as a result of the transfer by such Lender, such Issuing Bank, the Swingline Lender or Administrative Agent of its interest in this Agreement or any other Credit Document or a designation by such Lender, such Issuing Bank, the Swingline Lender or the Administrative Agent (other than pursuant to Section 3.3(d) hereof8.3(c)) of a new Lending Office (other than taxes imposed as a result of any change in treaty, law or regulation after such transfer of such Lender’s, such Issuing Bank’s, the Swingline Lender's ’s or the Administrative Agent’s interest in this Agreement or any other Credit Document or designation of a new Lending Office); (iv) taxes imposed by the United States of America (or any political subdivision thereof or tax authority therein) upon a Lender, Issuing Bank, Swingline Lender or Administrative Agent organized under the laws of a jurisdiction outside of the United States, except to the extent that such tax is imposed or increased as a result of any change in applicable law, regulation or treaty (other than any addition of or change in any "“anti-treaty shopping," "” “limitation of benefits," ” or similar provision applicable to a treaty) after the Effective Date date hereof, in the case of each Lender, Issuing Bank, Swingline Lender or Administrative Agent originally a party hereto or, in the case of any Purchasing Lender (as defined in Section 10.1010.10(b)) or other Issuing Bank or Administrative Agent, after the date on which it becomes a Lender;, Issuing Bank, or Administrative Agent, as the case may be; or (v) taxes which would not have been imposed but for (a) the failure of such Lender, such Issuing Bank, the Agent Swingline Bank or any Lenderthe Administrative Agent, as the case may be, to provide on a timely basis (xI) an Internal Revenue Service Form 1001 or 4224, as the case may be, or any substitute or successor form applicable forms prescribed by the Internal Revenue Service Service, as required pursuant to Section 3.3(b) below(unless excused pursuant to Section 3.3(c)), or (yII) any other form, certification, documentation or proof which is reasonably requested by the BorrowerCompany and which can be lawfully delivered by such Lender, or (b) a determination by a taxing authority or a court of competent jurisdiction that a form, certification, documentation or other proof provided by such Lender, such Issuing Bank, the Swingline Lender or the Administrative Agent to establish an exemption from such tax, assessment or other governmental charge is false or not properly completed; (all such non-excluded present or future taxes, assessments or other governmental charges and liabilities excluding only the taxes described in the preceding clauses (i) through (v), being hereinafter referred to as "“Indemnified Taxes"”). If any such withholding is so required, the applicable Borrower 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, each Issuing Bank, the Swingline Lender and the Administrative Agent and each Lender is free and clear of such Indemnified Taxes (including Indemnified Taxes on such additional amount) and is equal to the amount that such Lender, such Issuing Bank, the Swingline Lender or the Administrative Agent or such Lender (as the case may be) would have received had such withholding of any Indemnified Taxes not been made. If the Agent or any Lender pays any amount in respect of any Indemnified Taxes, penalties or interest, the Borrower shall reimburse the Agent or that Lender for the payment on demand in the currency in which such payment was made. If the Borrower pays any Indemnified Taxes, or any penalties or interestinterest in connection therewith, it shall deliver official tax receipts evidencing the payment or certified copies thereof, or other satisfactory evidence of payment if such tax receipts have not yet been received by the such Borrower (with such tax receipts to be promptly delivered when within fifteen (15) days after being actually received), to the Agent Lender, Issuing Bank or the Lender Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) within fifteen (15) days of such payment. If the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender pays any Indemnified Taxes which any Borrower has failed to withhold or pay to the appropriate governmental authority, or any penalties or interest in connection therewith, such Borrower shall reimburse the Administrative Agent, that Issuing Bank, the Swingline Lender or that Lender for the payment in the currency in which such payment was made within thirty (30) days after the receipt of written demand therefor. Such Lender, such Issuing Bank, the Swingline Lender or the Administrative Agent shall make written demand on the Company for reimbursement hereunder no later than ninety (90) days after the earlier of (i) the date on which such Lender, such Issuing Bank, the Swingline Lender or the Administrative Agent makes payment of the Indemnified Taxes, penalties and interest, and (ii) the date on which the relevant taxing authority or other governmental authority makes written demand upon such Lender, such Issuing Bank, the Swingline Lender or the Administrative Agent for payment of the Indemnified Taxes, penalties and interest. Any such demand shall describe in reasonable detail such Indemnified Taxes, penalties or interest, including the amount thereof if then known to such Lender, such Issuing Bank, the Swingline Lender or the Administrative Agent, as the case may be. In the event that such Lender, Issuing Bank or the Administrative Agent fails to give the Company timely notice as provided herein, no Borrower shall have any obligation to pay such claim for reimbursement. In the event that any taxing authority notifies a Borrower that it has improperly failed to withhold any taxes (other than Indemnified Taxes) from a payment to any Lender, any Issuing Bank, the Swingline Lender or the Administrative Agent under this Agreement or any other Credit Document, such Borrower shall timely and fully pay such taxes to such taxing authority and such Lender, Issuing Bank, Swingline Lender or Administrative Agent, as the case may be, shall pay the amount of such taxes to such Borrower within thirty (30) days after the receipt of written demand therefor. If a Borrower is or will be required to pay an additional amount to a Lender, an Issuing Bank, the Swingline Lender or the Administrative Agent pursuant to this Section 3.3(a), then such payee shall use reasonable efforts to take requested measures (including, without limitation, changing the jurisdiction of its Lending Office) so as to reduce or eliminate any such amounts which may thereafter accrue, if such change would not otherwise be materially disadvantageous to such payee.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 3.3(b)law, each payment by the Borrower to the Agent or any Lender or the Administrative Agent under this Agreement or any other Credit Document 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 is domiciledincorporated, any jurisdiction from which the Borrower makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein, excluding, in the case of each Lender and the Administrative Agent, the following taxes, assessments or other governmental charges: (i) taxes imposed on, based upon, or measured by its incomenet income or profits, and branch profits, franchise franchise, and similar taxes imposed on it, by any jurisdiction in which the Agent or such Lender, ; (ii) taxes imposed on it as the case may be, is incorporated or maintains its principal place of business or Lending Office or which subjects the Agent or such Lender to tax by reason a result of a present or former connection between the taxing jurisdiction and the Agent or such Lender (other than a connection resulting from or the transactions contemplated by this Agreement); (ii) imposed as a result of a connection between the taxing jurisdiction and the Agent Administrative Agent, or such Lenderany affiliate thereof, as the case may be, other than a connection resulting solely from the transactions contemplated by this Agreement; (iii) taxes imposed as a result of the transfer by such Lender of its interest in this Agreement or any other Credit Document or a designation by such Lender (other than pursuant to Section 3.3(d) hereof8.3(c)) of a new Lending Office (other than taxes imposed as a result of any change in treaty, law or regulation after such transfer of the such Lender's interest in this Agreement or any other Credit Document or designation of a new Lending Office); (iv) taxes imposed by the United States of America (or any political subdivision thereof or tax authority therein) upon a Lender organized under the laws of a jurisdiction outside of the United States, except to the extent that such tax is imposed or increased as a result of any change in applicable law, regulation or treaty (other than any addition of or change in any "anti-treaty shopping," "limitation of benefits," or similar provision applicable to a treaty) after the Effective Date date hereof, in the case of each Lender originally a party hereto or, in the case of any Purchasing Lender (as defined in Section 10.10), after the date on which it becomes a Lender;; or (v) taxes which would not have been imposed but for (a) the failure of any Lender or the Agent or any LenderAdministrative Agent, as the case may be, to provide (xI) an Internal Revenue Service Form 1001 or 4224, as the case may be, or any substitute or successor form prescribed by the Internal Revenue Service Service, pursuant to Section 3.3(b) below), or (yII) any other certification, documentation or proof which is reasonably requested by the Borrower, or (b) a determination by a taxing authority or a court of competent jurisdiction that a certification, documentation or other proof provided by such Lender or the Administrative Agent to establish an exemption from such tax, assessment or other governmental charge tax is false false; (all such non-excluded present or future taxes, assessments or other governmental charges and liabilities excluding only the taxes described in the preceding clauses (i) through (v), being hereinafter referred to as "Indemnified Taxes"). If any such withholding is so required, the Borrower 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 the Agent and each Lender and the Administrative Agent is free and clear of such any Indemnified Taxes (including Indemnified Taxes on such additional amount) and is equal to the amount that the Agent or such Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Agent or any Lender pays any amount in respect of any Indemnified Taxes, penalties or interest, the Borrower shall reimburse the Agent or that Lender for the payment on demand in the currency in which such payment was Taxes not been made. If the Borrower pays any Indemnified Taxes, or any penalties or interestinterest in connection therewith, it shall deliver official tax receipts evidencing the payment or certified copies thereof, or other satisfactory evidence of payment if such tax receipts have not yet been received by the Borrower (with such tax receipts to be promptly delivered when within fifteen (15) days after being actually received), to the Lender or Administrative Agent or the Lender on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) within fifteen (15) days of such payment. If the Administrative Agent or any Lender pays any Indemnified Taxes, or any penalties or interest in connection therewith, upon the Borrower's failure to withhold and pay such Indemnified Taxes, penalties or interest, Borrower shall reimburse the Administrative Agent or that Lender for the payment on demand in the currency in which such payment was made. The Administrative Agent or such Lender shall make written demand on the Borrower for reimbursement hereunder no later than ninety (90) days after the earlier of (i) the date on which such Lender or the Administrative Agent makes payment of the Indemnified Taxes, penalties or interest, and (ii) the date on which the relevant taxing authority or other governmental authority makes written demand upon such Lender or the Administrative Agent for payment of the Indemnified Taxes, penalties or interest. Any such demand shall describe in reasonable detail such Indemnified Taxes, penalties or interest, including the amount thereof if then known to such Lender or the Administrative Agent, as the case may be. In the event that such Lender or the Administrative Agent fails to give the Borrower timely notice as provided herein, the Borrower shall not have any obligation to pay such claim for reimbursement.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 3.3(b), each payment by the Borrower to the any Lender, Issuing Bank or Administrative Agent or any Lender under this Agreement or any other Credit Document 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 is domiciledincorporated, any jurisdiction from which the Borrower makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein, excluding, in the case of each Lender Lender, Issuing Bank and the Administrative Agent, the following taxes, assessments or other governmental charges: (i) taxes imposed on, based upon, or measured by its incomesuch Lender’s, Issuing Bank’s or the Administrative Agent’s net income or profits, and branch profits, franchise and similar taxes imposed on it, by any jurisdiction in which the Agent or ; (ii) taxes imposed on such Lender, Issuing Bank or the Administrative Agent as the case may be, is incorporated or maintains its principal place of business or Lending Office or which subjects the Agent or such Lender to tax by reason a result of a present or former connection between the taxing jurisdiction and the Agent or such Lender (other than a connection resulting from the transactions contemplated by this Agreement); (ii) imposed as a result of a connection between the taxing jurisdiction and the Agent or such Lender, Issuing Bank or Administrative Agent, or any affiliate thereof, as the case may be, other than a connection resulting solely from the transactions contemplated by this Agreement; (iii) taxes imposed as a result of the transfer by such Lender Lender, Issuing Bank or the Administrative Agent of its interest in this Agreement or any other Credit Document or a designation by such Lender Lender, Issuing Bank or the Administrative Agent (other than pursuant to Section 3.3(d) hereof8.3(c)) of a new Lending Office (other than taxes imposed as a result of any change in treaty, law or regulation after such transfer of such Lender’s, Issuing Bank’s or the Lender's Administrative Agent’s interest in this Agreement or any other Credit Document or designation of a new Lending Office); (iv) taxes imposed by the United States of America (or any political subdivision thereof or tax authority therein) upon a Lender Lender, Issuing Bank or the Administrative Agent organized under the laws of a jurisdiction outside of the United States, except to the extent that such tax is imposed or increased as a result of any change in applicable law, regulation or treaty (other than any addition of or change in any "“anti-treaty shopping," "” “limitation of benefits," ” or similar provision applicable to a treaty) after the Effective Date date hereof, in the case of each Lender Lender, Issuing Bank or the Administrative Agent originally a party hereto or, in the case of any Purchasing Lender (as defined in Section 10.10)) or other Issuing Bank or the Administrative Agent, after the date on which it becomes a Lender;, Issuing Bank, or the Administrative Agent, as the case may be; or (v) taxes which would not have been imposed but for (a) the failure of the Agent or any Lender, Issuing Bank, or the Administrative Agent, as the case may be, to provide (xI) an Internal Revenue Service Form 1001 or 4224, as the case may be, or any substitute or successor form applicable forms prescribed by the Internal Revenue Service Service, as required pursuant to Section 3.3(b) below), or (yII) any other form, certification, documentation or proof which is reasonably requested by the Borrower, or (b) a determination by a taxing authority or a court of competent jurisdiction that a form, certification, documentation or other proof provided by such Lender Lender, Issuing Bank or the Administrative Agent to establish an exemption from such tax, assessment or other governmental charge is false false; (all such non-excluded present or future taxes, assessments or other governmental charges and liabilities excluding only the taxes described in the preceding clauses (i) through (v), being hereinafter referred to as "“Indemnified Taxes"”). If any such withholding is so required, the Borrower 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, Issuing Bank and the Administrative Agent and each Lender is free and clear of such Indemnified Taxes (including Indemnified Taxes on such additional amount) and is equal to the amount that such Lender, Issuing Bank or the Administrative Agent or such Lender (as the case may be) would have received had such withholding not been made. If the Agent or any Lender pays any amount in respect of any Indemnified Taxes, penalties or interest, the Borrower shall reimburse the Agent or that Lender for the payment on demand in the currency in which such payment was Tax not been made. If the Borrower pays any Indemnified Taxes, or any penalties or interestinterest in connection therewith, it shall deliver official tax receipts evidencing the payment or certified copies thereof, or other satisfactory evidence of payment if such tax receipts have not yet been received by the Borrower (with such tax receipts to be promptly delivered when within fifteen (15) days after being actually received), to the Agent Lender, Issuing Bank or the Lender Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) within fifteen (15) days of such payment. If the Administrative Agent or any Issuing Bank or Lender pays any Indemnified Taxes, or any penalties or interest in connection therewith, the Borrower shall reimburse the Administrative Agent or such Issuing Bank or Lender for the payment on demand in the currency in which such payment was made. Such Lender, Issuing Bank or the Administrative Agent shall make written demand on the Borrower for reimbursement hereunder no later than ninety (90) days after the earlier of (i) the date on which such Lender, Issuing Bank or the Administrative Agent makes payment of the Indemnified Taxes, penalties and interest, and (ii) the date on which the relevant taxing authority or other governmental authority makes written demand upon such Lender, Issuing Bank or the Administrative Agent for payment of the Indemnified Taxes, penalties and interest. Any such demand shall describe in reasonable detail such Indemnified Taxes, penalties or interest, including the amount thereof if then known to such Lender, Issuing Bank, or the Administrative Agent, as the case may be. In the event that such Lender, Issuing Bank or the Administrative Agent fails to give the Borrower timely notice as provided herein, the Borrower shall not have any obligation to pay such claim for reimbursement.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 3.3(b)Sections 7.6.2 and 7.6.4, each payment by the Borrower to the Agent or any Lender under this Agreement or any the other Credit Document 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 is domiciled, any jurisdiction from which the Borrower makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein, excludingother 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 each Lender and the Agent, taxes, assessments or other governmental charges (i) imposed on, based upon, or measured by its income, and branch profits, franchise and similar taxes imposed on it, by any jurisdiction in which the Agent or such Lender, as the case may be, is incorporated or maintains its principal place of business or applicable Lending Office located in, the jurisdiction imposing such Tax (or which subjects the Agent any political subdivision thereof) or such Lender to tax by reason of a connection between the taxing jurisdiction and the Agent or such Lender (other than a connection resulting from the transactions contemplated by this Agreement); (iic) Taxes imposed as a result of a connection between the taxing jurisdiction and the Administrative Agent or such Lender, as Lender and the case may be, taxing jurisdiction other than a connection resulting from the transactions contemplated by this Agreement; (iii) imposed as a result of the transfer by such Lender of its interest in arising solely under this Agreement or any other Credit Loan Document or a designation by such Lender (other than pursuant to Section 3.3(d) hereof) of a new Lending Office the Taxes described in (other than taxes imposed as a result of any change in treaty, law or regulation after such transfer of the Lender's interest in this Agreement or any Credit Document or designation of a new Lending Office); (iv) imposed by the United States of America upon a Lender organized under the laws of a jurisdiction outside of the United States, except to the extent that such tax is imposed or increased as a result of any change in applicable law, regulation or treaty (other than any addition of or change in any "anti-treaty shopping," "limitation of benefits," or similar provision applicable to a treaty) after the Effective Date hereof, in the case of each Lender originally a party hereto or, in the case of any Purchasing Lender (as defined in Section 10.10a), after the date on which it becomes a Lender; (v) which would not have been imposed but for (a) the failure of the Agent or any Lender, as the case may be, to provide (x) an Internal Revenue Service Form 1001 or 4224, as the case may be, or any substitute or successor form prescribed by the Internal Revenue Service pursuant to Section 3.3(b) below, or (y) any other certification, documentation or proof which is reasonably requested by the Borrower, or (b) a determination by a taxing authority or a court of competent jurisdiction that a certificationand (c), documentation or other proof provided by such Lender or the Agent to establish an exemption from such taxcollectively, assessment or other governmental charge is false (all such non-excluded taxes, assessments or other governmental charges and liabilities being hereinafter referred to as "Indemnified “Excluded Taxes"”). If any such withholding or deduction is so required, the Borrower shall make the withholding, 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 amount, if any, as may be necessary to ensure that the net amount actually received by the Agent and each Lender is and the Administrative Agent free and clear of such Indemnified Taxes (including Indemnified such Taxes on such additional amount) and is equal to the amount that the Agent or which 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 Indemnified Taxes, such 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 who shall reimburse the Administrative Agent or that such Lender for the that payment on demand in the currency in which such payment was made. If the Borrower pays any Indemnified Taxes, such Taxes or penalties or interestinterest thereon, it shall deliver official tax receipts evidencing the that payment or certified copies thereof, thereof or other reasonably satisfactory evidence of such payment if such tax receipts have not yet been received by the Borrower (with such tax receipts to be promptly delivered when actually received), to the Agent applicable Lender or the Lender 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 fifteen 10 days after demand therefor, for the full amount of any Taxes (15other than Excluded Taxes) days (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 paymentpayment 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 3.3(b), each payment by the Borrower to the Agent or any Lender or Administrative Agent under this Agreement or any other Credit Document shall be made without withholding for or on account of any present or future taxes, excluding, in the case of each Lender and the Administrative Agent, the following taxes: (i) taxes imposed on, based upon, or measured by such Lender’s or the Administrative Agent’s (other than overall as applicable) net income or profits, and branch profits, franchise and similar taxes imposed on the recipient) imposed it in lieu of net income taxes, in each case by or within the jurisdiction in which the Borrower Lender or the Administrative Agent is domiciledorganized, any the jurisdiction from which of the Borrower makes any paymentLender’s applicable lending office, or (in each case) any political subdivision or taxing authority thereof or therein, excluding, in the case of each Lender and the Agent, taxes, assessments or other governmental charges; (iii) imposed on, based upon, or measured by its income, and branch profits, franchise and similar taxes imposed on it, by any jurisdiction in which the Agent or such Lender, as the case may be, is incorporated or maintains its principal place of business or Lending Office or which subjects the Agent or such Lender to tax by reason or the Administrative Agent (as applicable) as a result of a present or former connection between the taxing jurisdiction and the Agent or such Lender (other than a connection resulting from the transactions contemplated by this Agreement); (ii) imposed as a result of a connection between the taxing jurisdiction and the Agent or such LenderAdministrative Agent, or any affiliate thereof, as the case may be, other than a connection resulting solely from the transactions contemplated by this Agreement; (iii) taxes imposed as a result of the transfer by such Lender or Administrative Agent (as applicable) of its interest in this Agreement or any other Credit Document or a designation by such Lender or the Administrative Agent (other than pursuant to Section 3.3(d) hereof8.3(c)) of a new Lending Office (other than taxes imposed as a result of any change in treaty, law or regulation after such transfer of such Lender’s or the Lender's Administrative Agent’s interest in this Agreement or any other Credit Document or designation of a new Lending Office, and except to the extent that such Lender or the Administrative Agent was entitled, at the time of such transfer or designation, to receive additional amounts from the Borrower with respect to such taxes); (iv) taxes imposed by the United States of America (or any political subdivision thereof or tax authority therein) upon a Lender or Administrative Agent organized under the laws of a jurisdiction outside of the United States, except to the extent that such tax is imposed or increased as a result of any change in applicable law, regulation or treaty (other than any addition of or change in any "“anti-treaty shopping," "” “limitation of benefits," ” or similar provision applicable to a treaty) after the Effective Date date hereof, in the case of each Lender or Administrative Agent originally a party hereto or, in the case of any Purchasing Lender (as defined in Section 10.10)) or other Administrative Agent, after the date on which it becomes a Lender;Lender or Administrative Agent, as the case may be; or (v) taxes which would not have been imposed but for (a) the failure failure, other than as a result of any change in applicable law, regulation or treaty, or in any official application or interpretation thereof after the Agent date hereof, of any Lender or any Lenderthe Administrative Agent, as the case may be, to provide (xI) an Internal Revenue Service Form 1001 or 4224, as the case may be, or any substitute or successor form prescribed by the Internal Revenue Service pursuant to applicable forms described in Section 3.3(b) belowwithout regard to Section 3.3(c), or (yII) any other form, certification, documentation or proof which is reasonably requested by the BorrowerBorrower and which is required by law, regulation, administrative practice or an applicable treaty as a precondition to exemption from, or reduction in the rate of, deduction or withholding of any taxes for which the Borrower is required pay additional amounts pursuant to this Section 3.3(a), or (b) a determination by a taxing authority or a court of competent jurisdiction that a form, certification, documentation or other proof provided by such Lender or the Administrative Agent to establish an exemption from such tax, assessment or other governmental charge is false false; (all such non-excluded present or future taxes, assessments or other governmental charges and liabilities excluding only the taxes described in the preceding clauses (i) through (v), being hereinafter referred to as "“Indemnified Taxes"”). If any such withholding is so required, the Borrower 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 the Agent and each Lender and the Administrative Agent is free and clear of such Indemnified Taxes (including Indemnified Taxes on such additional amount) and is equal to the amount that the Agent or such Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Agent or any Lender pays any amount in respect of any Indemnified Taxes, penalties or interest, the Borrower shall reimburse the Agent or that Lender for the payment on demand in the currency in which such payment was Tax not been made. If the Borrower pays any Indemnified Taxes, or any penalties or interestinterest in connection therewith, it shall deliver official tax receipts evidencing the payment or certified copies thereof, or other satisfactory evidence of payment if such tax receipts have not yet been received by the Borrower (with such tax receipts to be promptly delivered when within fifteen (15) days after being actually received), to the Agent Lender or the Lender Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) within fifteen (15) days of such payment. If the Administrative Agent or any Lender pays any Indemnified Taxes, or any penalties or interest in connection therewith, the Borrower shall reimburse the Administrative Agent or that Lender for the payment on demand in the currency in which such payment was made. Such Lender or the Administrative Agent shall make written demand on the Borrower for reimbursement hereunder no later than ninety (90) days after the earlier of (i) the date on which such Lender or the Administrative Agent makes payment of the Indemnified Taxes, penalties and interest, and (ii) the date on which the relevant taxing authority or other governmental authority makes written demand upon such Lender or the Administrative Agent for payment of the Indemnified Taxes, penalties and interest. Any such demand shall describe in reasonable detail such Indemnified Taxes, penalties or interest, including the amount thereof if then known to such Lender or the Administrative Agent, as the case may be. In the event that such Lender or the Administrative Agent (as applicable) fails to give the Borrower timely notice as provided herein, the Borrower shall not have any obligation to pay such claim for reimbursement.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 3.3(b), each payment by or on behalf of the Borrower to the Agent or any Lender or the Administrative Agent under or in connection with this Agreement or any other Credit Document shall be made without withholding for or on account of any present or future taxes. If any such withholding is so required, the Borrower shall make the withholding and pay the amount withheld to the appropriate Governmental Authority before penalties attach thereto or interest accrues thereon. Moreover, in the case of any such present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the Borrower is domiciledincorporated, any jurisdiction from which the Borrower makes any paymentpayment under this Agreement or any other Credit Document, or (in each case) any political subdivision or taxing authority thereof or therein, excluding, in the case of each Lender and the Administrative Agent, the following taxes, assessments or other governmental charges: (i) taxes imposed on, based upon, or measured by its such Lender’s or the Administrative Agent’s net income, profits, gains, overall revenues or receipts, and branch profits, franchise and similar taxes imposed on it, by any jurisdiction in which the Agent or such Lender, as the case may be, is incorporated or maintains its principal place of business or Lending Office or which subjects the Agent or ; (ii) taxes imposed on such Lender to tax by reason or the Administrative Agent as a result of a present or former connection between the taxing jurisdiction and the Agent or such Lender (other than a connection resulting from the transactions contemplated by this Agreement); (ii) imposed as a result of a connection between the taxing jurisdiction and the Agent or such LenderAdministrative Agent, or any owner or affiliate thereof, as the case may be, other than a connection resulting solely from the transactions contemplated by this Agreement; (iii) taxes imposed as a result of the transfer by such Lender or Administrative Agent of its interest in this Agreement or any other Credit Document or a designation by such Lender or the Administrative Agent (other than pursuant to Section 3.3(d) hereof8.3(c)) of a new Lending Office (other than taxes imposed as a result of any change in treaty, law or regulation after such transfer of such Lender’s or the Lender's Administrative Agent’s interest in this Agreement or any other Credit Document or designation of a new Lending Office); (iv) taxes imposed by the United States of America (or any political subdivision thereof or tax authority therein) upon a Lender or Administrative Agent organized under the laws of a jurisdiction outside of the United States, except to the extent that such tax is imposed or increased as a result of any change in applicable law, regulation or treaty (other than any addition of or change in any "“anti-treaty shopping," "” “limitation of benefits," ” or similar provision applicable to a treaty) after the Effective Date date hereof, in the case of each Lender or Administrative Agent originally a party hereto or, in the case of any Purchasing Lender (as defined in Section 10.1010.10(b)) or Administrative Agent, after the date on which it becomes a Lender;Lender or Administrative Agent, as the case may be; or (v) taxes which would not have been imposed but for (a) the failure of such Lender or the Agent or any LenderAdministrative Agent, as the case may be, to provide on a timely basis (xI) an Internal Revenue Service Form 1001 or 4224, as the case may be, or any substitute or successor form applicable forms prescribed by the Internal Revenue Service Service, as required pursuant to Section 3.3(b) below(unless excused pursuant to Section 3.3(c)), or (yII) any other form, certification, documentation or proof which is reasonably requested by the BorrowerBorrower and which can be lawfully delivered by such Lender, or (b) a determination by a taxing authority or a court of competent jurisdiction that a form, certification, documentation or other proof provided by such Lender or the Administrative Agent to establish an exemption from such tax, assessment or other governmental charge is false or not properly completed; (all such non-excluded present or future taxes, assessments or other governmental charges and liabilities excluding only the taxes described in the preceding clauses (i) through (v), being hereinafter referred to as "“Indemnified Taxes"”). If any such withholding is so required, the Borrower 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 the Agent and each Lender and the Administrative Agent is free and clear of such Indemnified Taxes (including Indemnified Taxes on such additional amount) and is equal to the amount that the Agent or such Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Agent or any Lender pays any amount in respect of any Indemnified Taxes, penalties or interest, the Borrower shall reimburse the Agent or that Lender for the payment on demand in the currency in which such payment was Taxes not been made. If the Borrower pays any Indemnified Taxes, or any penalties or interestinterest in connection therewith, it shall deliver official tax receipts evidencing the payment or certified copies thereof, or other satisfactory evidence of payment if such tax receipts have not yet been received by the Borrower (with such tax receipts to be promptly delivered when within fifteen (15) days after being actually received), to the Agent Lender or the Lender Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) within fifteen (15) days of such payment. If the Administrative Agent or any Lender pays any Indemnified Taxes which the Borrower has failed to withhold or pay to the appropriate Governmental Authority, or any penalties or interest in connection therewith, the Borrower shall reimburse the Administrative Agent or that Lender for the payment in the currency in which such payment was made within thirty (30) days after the receipt of written demand therefor. Such Lender or the Administrative Agent shall make written demand on the Borrower for reimbursement hereunder no later than ninety (90) days after the earlier of (i) the date on which such Lender or the Administrative Agent makes payment of the Indemnified Taxes, penalties and interest, and (ii) the date on which the relevant taxing authority or other Governmental Authority makes written demand upon such Lender or the Administrative Agent for payment of the Indemnified Taxes, penalties and interest. Any such demand shall describe in reasonable detail such Indemnified Taxes, penalties or interest, including the amount thereof if then known to such Lender or the Administrative Agent, as the case may be. In the event that such Lender or the Administrative Agent fails to give the Borrower timely notice as provided herein, the Borrower shall not have any obligation to pay such claim for reimbursement. In the event that any taxing authority notifies the Borrower that it has improperly failed to withhold any taxes (other than Indemnified Taxes) from a payment to any Lender or the Administrative Agent under this Agreement or any other Credit Document, the Borrower shall timely and fully pay such taxes to such taxing authority and such Lender or Administrative Agent, as the case may be, shall pay the amount of such taxes to the Borrower within thirty (30) days after the receipt of written demand therefor. If the Borrower is or will be required to pay an additional amount to a Lender or the Administrative Agent pursuant to this Section 3.3(a), then such payee shall use reasonable efforts to take requested measures (including, without limitation, changing the jurisdiction of its Lending Office) so as to reduce or eliminate any such amounts which may thereafter accrue, if such change would not otherwise be materially disadvantageous to such payee.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 3.3(b4.7(b), each payment by the Borrower or Transocean to any Lender or the Agent or any Lender under this Agreement or any other Credit Document 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 Transocean is domiciled, any jurisdiction from which the Borrower or Transocean makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein, excluding, in the case of each Lender and the Agent, taxes, assessments or other governmental charges: (i) imposed on, based upon, or measured by its income, and branch profits, franchise and similar taxes imposed on it, by any jurisdiction in which such Lender or the Agent or such LenderAgent, as the case may be, is incorporated or maintains its principal place of business or Lending Office or which subjects such Lender or the Agent or such Lender to tax by reason of a connection between the taxing jurisdiction and such Lender or the Agent or such Lender (other than a connection resulting from the transactions contemplated by this Agreement); (ii) imposed as a result of a connection between the taxing jurisdiction and such Lender or the Agent or such LenderAgent, as the case may be, other than a connection resulting from the transactions contemplated by this Agreement; (iii) imposed as a result of the transfer by such Lender of its interest in this Agreement or any other Credit Document or a designation by such Lender (other than pursuant to Section 3.3(d) hereof4.4(c)) of a new Lending Office (other than taxes imposed as a result of any change in treaty, law or regulation after such transfer of the such Lender's interest in this Agreement or any other Credit Document or designation of a new Lending Office); (iv) imposed by the United States of America upon a Lender organized under the laws of a jurisdiction outside of the United States, except to the extent that such tax is imposed or increased as a result of any change in applicable law, regulation or treaty (other than any addition of or change in any "anti-treaty shopping," "limitation of benefits," or similar provision applicable to a treaty) after the Effective Date date hereof, in the case of each Lender originally a party hereto or, in the case of any Purchasing Lender (as defined in Section 10.10)other Lender, after the date on which it becomes a Lender;; or (v) which would not have been imposed but for (aA) the failure of any Lender or the Agent or any LenderAgent, as the case may be, to provide (x) an Internal Revenue Service Form 1001 W-8BEN or 4224W-8ECI, as the case may be, or any substitute or successor form prescribed by the Internal Revenue Service Service, pursuant to Section 3.3(b) below4.7(b), or (y) any other certification, documentation or proof which is reasonably requested by the Borrower, or (bB) a determination by a taxing authority or a court of competent jurisdiction that a certification, documentation or other proof provided by such Lender or the Agent to establish an exemption from such tax, assessment or other governmental charge is false false. (all such non-excluded taxes, assessments or other governmental charges and liabilities being hereinafter herein referred to as "Indemnified Taxes"). If any such withholding is so required, the Borrower or Transocean, 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 Agent and each Lender is free and clear of such Indemnified Taxes (including Indemnified Taxes on such additional amount) and is equal to the amount that such Lender or the Agent or such Lender (as the case may be) would have received had such withholding not been made. If the Agent or any Lender pays any amount in respect of any Indemnified Taxes, penalties or interest, the Borrower or Transocean, as applicable, shall reimburse the Agent or that Lender for the such payment on demand in the currency in which such payment was made. If the Borrower or Transocean pays any Indemnified Taxes, or penalties or interestinterest in connection therewith, it shall deliver official tax receipts evidencing the payment or certified copies thereof, or other satisfactory evidence of payment if such tax receipts have not yet been received by the Borrower or Transocean (with such tax receipts to be promptly delivered when actually received), to the Lender or Agent or the Lender on whose account such withholding was made (with a copy to the Agent if not the recipient of the original) within fifteen (15) days of such payment. Each such Lender shall make written demand on the Borrower for indemnification or compensation hereunder no later than ninety (90) days after the earlier of (i) the date on which such Lender or the Agent makes payment of Indemnified Taxes, and (ii) the date on which the relevant taxing authority or other governmental authority makes written demand upon such Lender or the Agent for payment of Indemnified Taxes. In the event that such Lender or the Agent fails to give the Borrower timely notice as provided herein, the Borrower shall not have any obligation to pay such claim for compensation or indemnification.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 3.3(b)law, each payment by or on behalf of the Borrower to the Agent or any Lender or the Administrative Agent under this Agreement or any other Credit Document shall be made without withholding for or on account of any present or future taxes Taxes. If any such withholding is so required by law (other than overall net income taxes on as determined in good faith by an applicable withholding agent), the recipient) imposed by applicable withholding agent shall make the withholding and pay the amount withheld to the appropriate Governmental Authority before penalties attach thereto or within interest accrues thereon. Moreover, in the jurisdiction in which the Borrower is domiciled, case of any jurisdiction from which the Borrower makes any payment, or (in each case) any political subdivision or taxing authority thereof or thereinTaxes, excluding, in the case of each Lender and the Administrative Agent, taxes, assessments the following Taxes (whether imposed on or other governmental chargeswith respect to such Lender or Administrative Agent or required to be withheld or deducted from any payment by or on account of any obligation of the Borrower under any Credit Document): (i) (A) Taxes imposed on, based upon, or measured by its such Lender’s or the Administrative Agent’s net income, and branch profits, franchise and similar taxes Taxes imposed on it (but not any sum deemed to be received or receivable by it), by in each case, as a result of such Lender or Administrative Agent, or any jurisdiction in which the Agent owner or such Lenderaffiliate thereof, as the case may be, is incorporated being organized under the laws of, or maintains having its principal place office or, in the case of business any Lender, its applicable lending office located in, the jurisdiction imposing such Tax, or Lending Office or which subjects the Agent or such Lender to tax by reason of a connection between the taxing jurisdiction and the Agent or such Lender (other than a connection resulting from the transactions contemplated by this Agreement)B) Other Connection Taxes; (ii) imposed as a result In the case of a connection between the taxing jurisdiction and the Agent or such Lender, as any Cayman or U.S. withholding Taxes imposed on amounts payable to or for the case may be, other than a connection resulting from the transactions contemplated by this Agreement; (iii) imposed as a result account of the transfer by such Lender of its with respect to an applicable interest in this Agreement a Loan or any other Credit Document or a designation by such Lender (other than pursuant to Section 3.3(d) hereof) of a new Lending Office (other than taxes imposed as a result of any change in treaty, law or regulation after such transfer of the Lender's interest in this Agreement or any Credit Document or designation of a new Lending Office); (iv) imposed by the United States of America upon a Lender organized under the laws of a jurisdiction outside of the United StatesL/C Commitment, except to the extent that such tax is imposed or increased as a result of any change Change in applicable law, regulation or treaty Law (other than any addition of or change in any "anti-treaty shopping," "limitation of benefits," or similar provision applicable to a treatyx) after the Effective Date date hereof, in the case of each Lender Lender, Issuing Bank or Administrative Agent originally a party hereto orhereto, (y) in the case of any Purchasing Lender (as defined in Section 10.1011.10(b)) or other Issuing Bank or Administrative Agent, after the date on which it becomes a Lender, Issuing Bank, or Administrative Agent, as the case may be (unless such Purchasing Lender or Issuing Bank acquired its interest following a request by the Borrower under this Section 3.3(a) or Section 9.5) or (z) after the designation by such Lender, such Issuing Bank or Administrative Agent of a new Lending Office (other than pursuant to this Section 3.3(a) or Section 9.1); provided that, in each case of (y) and (z), this Section 3.3(a)(ii) shall not include amounts with respect to such Taxes payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest in a Loan or L/C Commitment or to such Lender immediately before it changed its lending office; (viii) U.S. Federal withholding Taxes imposed under FATCA; or (iv) Taxes which would not have been imposed but for (a) the failure of such Lender or the Agent or any LenderAdministrative Agent, as the case may be, be to provide comply with the provisions of Section 3.3(b) (x) an Internal Revenue Service Form 1001 or 4224, as the case may be, or any substitute or successor form prescribed by the Internal Revenue Service unless excused pursuant to Section 3.3(b3.3(d)) below, or (y) any other certification, documentation or proof which is reasonably requested by the Borrower, or (b) a determination by a taxing authority or a court of competent jurisdiction that a certification, documentation or other proof provided by such Lender or the Agent to establish an exemption from such tax, assessment or other governmental charge is false Section 3.3(c); (all such non-excluded taxespresent or future Taxes, assessments or other governmental charges and liabilities being hereinafter referred to as "than the Taxes described in the preceding clauses (i) through (iv), “Indemnified Taxes"”). If any such withholding is so required, the Borrower 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 the Agent and each Lender and the Administrative Agent is free and clear of such Taxes that are Indemnified Taxes (including Indemnified Taxes on such additional amount) and is equal to the amount that the Agent or such Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Agent or any Lender pays any amount in respect of any Indemnified Taxes, penalties or interest, the Borrower shall reimburse the Agent or that Lender for the payment on demand in the currency in which such payment was Taxes not been made. If the Borrower pays any such Taxes that are Indemnified Taxes, or any penalties or interestinterest in connection therewith, it shall deliver official tax receipts evidencing the payment or certified copies thereof, or other satisfactory reasonably acceptable evidence of payment if such tax receipts have not yet been received by the Borrower (with such tax receipts to be promptly delivered when within fifteen (15) days after being actually received), to the Agent Lender or the Lender Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) within fifteen (15) days of such payment. If the Administrative Agent or any Lender pays any Indemnified Taxes which the Borrower has failed to withhold or pay to the appropriate Governmental Authority, or any penalties or interest in connection therewith, the Borrower shall reimburse the Administrative Agent or that Lender for the payment in the currency in which such payment was made within ten (10) days after the receipt of written demand therefor. Such Lender or the Administrative Agent shall make written demand on the Borrower for reimbursement hereunder no later than ninety (90) days after the earlier of (i) the date on which such Lender or the Administrative Agent makes payment of the Indemnified Taxes, penalties and interest, and (ii) the date on which the relevant taxing authority or other Governmental Authority makes written demand upon such Lender or the Administrative Agent for payment of the Indemnified Taxes, penalties and interest. Any such demand shall be conclusive absent manifest error.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 3.3(b)law, each payment by or on behalf of the Borrower Credit Parties to the any Lender, Issuing Bank, or Agent or any Lender under this Agreement or any other Credit Document shall be made without withholding for or on account of any present Taxes. If any such withholding is so required by law (as determined in the reasonable discretion of the applicable Credit Party), the applicable Credit Party shall make the withholding and pay the amount withheld to the appropriate Governmental Authority before penalties attach thereto or future taxes (other than overall net income taxes on interest accrues thereon. Moreover, in the recipient) imposed by or within the jurisdiction in which the Borrower is domiciled, case of any jurisdiction from which the Borrower makes any payment, or (in each case) any political subdivision or taxing authority thereof or thereinsuch Taxes, excluding, in the case of each Lender Lender, Issuing Bank, and the Agent, taxesthe following Taxes (whether imposed on or with respect to such Lender, assessments Issuing Bank, or other governmental chargesAgent or required to be withheld or deducted from any payment by or on account of any obligation of any Credit Party under any Credit Document): (i) Taxes imposed on, based upon, or measured by its such Lender’s, Issuing Bank’s, or Agent’s net income, profits, gains, overall revenues or receipts, and branch profits, franchise and similar taxes Taxes imposed on it, by any jurisdiction in which the Agent or each case, (x) as a result of such Lender, as Issuing Bank or Agent being organized under the laws of, or having a principal office or, in the case may be, is incorporated or maintains its principal place of business or Lending Office or which subjects the Agent or such Lender to tax by reason of a connection between the taxing jurisdiction and the Agent or such any Lender (other than a connection resulting from or Issuing Bank), its applicable lending office (or issuing office) located in, the transactions contemplated by this Agreement)jurisdiction that imposed such Tax (or any political subdivision thereof) or (y) that are Other Connection Taxes; (ii) Taxes imposed as a result of a connection between the taxing jurisdiction and the Agent or such Lender, as the case may be, other than a connection resulting from the transactions contemplated by this Agreement; (iii) imposed as a result of the transfer by such Lender of its interest in this Agreement or any other Credit Document or a designation by such Lender (other than pursuant to Section 3.3(dFATCA) hereof) of a new Lending Office (other than taxes imposed as a result of any change in treaty, law or regulation after such transfer of the Lender's interest in this Agreement or any Credit Document or designation of a new Lending Office); (iv) imposed by the United States of America upon (or any political subdivision thereof or Tax authority therein) on or with respect to a Lender Lender, Issuing Bank, or Agent organized under the laws of a jurisdiction outside of the United States, except to the extent that such tax Tax is imposed or increased as a result of any change in applicable law, regulation or treaty (other than any addition of or change in any "“anti-treaty shopping," "” “limitation of benefits," ” or similar provision applicable to a treaty) (x) after the Effective Date date hereof, in the case of each Lender Lender, Issuing Bank, or Agent originally a party hereto orhereto, (y) in the case of any Purchasing Lender (as defined in Section 10.1011.11(b)) or other Issuing Bank or Agent, after the date on which it becomes a Lender, Issuing Bank or Agent, as the case may be (unless such Purchasing Lender or Issuing Bank acquired its interest following a request by the Company under Section 9.6) or (z) after the designation by such Lender, Issuing Bank, or Agent of a new Lending Office (other than pursuant to this Section 3.3(a) or Section 9.3(c)); except in each case to the extent that, pursuant to this Section 3.3(a), amounts with respect to such taxes were payable either to such Lender’s, Issuing Bank’s, or Agent’s assignor immediately before such Lender, Issuing Bank, or Agent became a party hereto or to such Lender, Issuing Bank, or Agent immediately before it changed its Lending Office; (viii) Taxes imposed by the United States pursuant to FATCA on or with respect to a Lender, Issuing Bank, or Agent organized under the laws of a jurisdiction outside of the United States; (iv) Taxes which would not have been imposed but for (ax) the failure of the Agent such Lender, Issuing Bank, or any LenderAgent, as the case may be, to provide on a timely basis (xI) an Internal Revenue Service Form 1001 or 4224, as the case may be, or any substitute or successor form applicable forms prescribed by the Internal Revenue Service Service, as required pursuant to Section 3.3(b3.3(c) below, and Section 3.3(e) or (yII) any other form, certification, documentation or proof which is reasonably requested by any Credit Party or the Borrower, Administrative Agent or (by) a determination by a taxing authority or a court of competent jurisdiction that a form, certification, documentation or other proof provided by such Lender Lender, Issuing Bank, or the Agent to establish an exemption from such taxTax, assessment or other governmental charge is false or not properly completed; (v) Taxes consisting of any Bank Xxxx; (vi) Taxes imposed by the United Kingdom and which are required to be deducted or withheld from payments to a Lender or Issuing Bank if, on the date on which such payment falls due, the payment could have been made without such deduction or withholding if the relevant Lender or Issuing Bank had been a Qualifying Lender, but on that date the relevant Lender or Issuing Bank is not, or has ceased to be, a Qualifying Lender other than as a result of any change after the date on which it became a party to this Agreement in (or in the interpretation, administration, or application of) any law or double taxation agreement or any published practice or published concession of any relevant taxing authority; (vii) Taxes imposed by the United Kingdom and which are required to be deducted or withheld from payments to a Lender or Issuing Bank if, on the date on which such payment falls due, the relevant Lender or Issuing Bank is a Qualifying Lender solely by virtue of clause (b) of the definition of “Qualifying Lender” and: (A) an officer of HM Revenue & Customs has given (and not revoked) a direction (a “Direction”) under Section 931 of the Income Tax Act 2007 of the United Kingdom (as that provision has effect on the date on which the relevant Lender or Issuing Bank becomes a party to this Agreement) which relates to the payment and that Lender or Issuing Bank has received from the Credit Party making the payment or from the Company a certified copy of that Direction; and (B) the payment could have been made to that Lender or Issuing Bank without any such deduction or withholding if that Direction had not been made; (viii) Taxes imposed by the United Kingdom and which are required to be deducted or withheld from payments to a Lender or Issuing Bank if, on the date on which such payment falls due, the relevant Lender or Issuing Bank is a Qualifying Lender solely by virtue of clause (b) of the definition of “Qualifying Lender” and: (A) the relevant Lender or Issuing Bank has not given a tax confirmation pursuant to Section 3.3(b)(ii) that it is a Qualifying Lender by virtue of clause (b) of the definition of “Qualifying Lender” to the Company; and (B) payment could have been made to the relevant Lender or Issuing Bank without any such deduction or withholding if that Lender or Issuing Bank had given such confirmation to the relevant Credit Party, on the basis that such confirmation would have enabled the relevant Credit Party to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of Section 930 of the Income Tax Act 2007 of the United Kingdom; (ix) Taxes imposed by the United Kingdom and which are required to be deducted or withheld from payments to a Lender or Issuing Bank if, on the date on which such payment falls due, the relevant Lender or Issuing Bank is a Qualifying Lender solely by virtue of clause (c) of the definition of “Qualifying Lender” and the payment could have been made to the relevant Lender or Issuing Bank without such deduction or withholding had that Lender or Issuing Bank complied with its obligations under Section 3.3(b)(iii) or (iv); (x) Taxes imposed by Denmark and which are required to be deducted or withheld from payments to a Lender or Issuing Bank if, on the date on which such payment falls due, the payment could have been made without such deduction or withholding if the relevant Lender or Issuing Bank had been a Danish Qualifying Lender, but on that date the relevant Lender or Issuing Bank is not, or has ceased to be, a Danish Qualifying Lender other than as a result of any change after the date on which it became a party to this Agreement in (or in the interpretation, administration, or application of) any law or double taxation agreement or any published practice or published concession of any relevant taxing authority; or (xi) any documentary, stamp or similar taxes, including interest and penalties, or VAT which shall be dealt with in accordance with Section 11.3 and Section 11.4; (all such non-excluded taxesTaxes, assessments or other governmental charges and liabilities being hereinafter referred to as "than the Taxes described in the preceding clauses (i) through (x), “Indemnified Taxes"”). If any such withholding is so required, the Borrower applicable Credit Party 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 the each Lender, Issuing Bank, and Agent and each Lender is free and clear of any such Taxes that are Indemnified Taxes (including Indemnified Taxes on such additional amount) and is equal to the amount that the such Lender, Issuing Bank or Agent or such Lender (as the case may be) would have received had such withholding of any Indemnified Taxes not been made. If the any Credit Party deducts or withholds any Taxes from any payments to a Lender, Issuing Bank or Agent or any Lender pays any amount in respect of any Indemnified Taxes, penalties or interest, the Borrower shall reimburse the Agent or that Lender for the payment on demand interest in the currency in which such payment was made. If the Borrower pays any Indemnified Taxes, penalties or interestconnection therewith, it shall deliver official tax receipts evidencing the payment or certified copies thereof, or other satisfactory evidence of payment if such tax receipts have not yet been received by the Borrower such Credit Party (with such tax receipts to be promptly delivered when within fifteen (15) days after being actually received), to the Lender, Issuing Bank or Agent or the Lender on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) within fifteen (15) days after being actually received, provided that such Credit Party will not be in breach of this Section 3.3(a) if it delivers such evidence as soon as reasonably practicable after the expiry of such paymentperiod. If any Agent, any Issuing Bank or any Lender pays any Indemnified Taxes which any Credit Party has failed to withhold or pay to the appropriate Governmental Authority, or any penalties or interest in connection therewith, such Credit Party shall reimburse that Agent, that Issuing Bank or that Lender for the payment in the currency in which such payment was made within thirty (30) days after the receipt of written demand therefor. Such Lender, Issuing Bank, or Agent shall make written demand on the Company for reimbursement hereunder no later than ninety (90) days after the earlier of (x) the date on which such Lender, Issuing Bank or Agent makes payment of the Indemnified Taxes, penalties and interest and (y) the date on which the relevant taxing authority or other Governmental Authority makes written demand upon such Lender, Issuing Bank or Agent for payment of the Indemnified Taxes, penalties and interest. Any such demand shall describe in reasonable detail such Indemnified Taxes, penalties or interest, including the amount thereof if then known to such Lender, Issuing Bank or Agent, as the case may be. In the event that such Lender, Issuing Bank or Agent fails to give the Company timely notice as provided herein, no Credit Party shall have any obligation to pay such claim for reimbursement. If a Credit Party is or will be required to pay an additional amount to a Lender, an Issuing Bank or Agent pursuant to this Section 3.3(a), then such payee shall use reasonable efforts to take requested measures (including changing the jurisdiction of its Lending Office) so as to reduce or eliminate any such amounts which may thereafter accrue, if such change would not otherwise be materially disadvantageous to such payee.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 3.3(b), each payment by the Borrower to the Agent or any Lender or Administrative Agent under this Agreement or any other Credit Document 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 is domiciledincorporated, any jurisdiction from which the Borrower makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein, excluding, in the case of each Lender and the Administrative Agent, the following taxes, assessments or other governmental charges: (i) taxes imposed on, based upon, or measured by its incomesuch Lender’s or the Administrative Agent’s net income or profits, and branch profits, franchise and similar taxes imposed on it, by any jurisdiction in which the Agent or such Lender, as the case may be, is incorporated or maintains its principal place of business or Lending Office or which subjects the Agent or ; (ii) taxes imposed on such Lender to tax by reason or the Administrative Agent as a result of a present or former connection between the taxing jurisdiction and the Agent or such Lender (other than a connection resulting from the transactions contemplated by this Agreement); (ii) imposed as a result of a connection between the taxing jurisdiction and the Agent or such LenderAdministrative Agent, or any affiliate thereof, as the case may be, other than a connection resulting solely from the transactions contemplated by this Agreement; (iii) taxes imposed as a result of the transfer by such Lender or Administrative Agent of its interest in this Agreement or any other Credit Document or a designation by such Lender or the Administrative Agent (other than pursuant to Section 3.3(d) hereof8.3(c)) of a new Lending Office (other than taxes imposed as a result of any change in treaty, law or regulation after such transfer of such Lender’s or the Lender's Administrative Agent’s interest in this Agreement or any other Credit Document or designation of a new Lending Office); (iv) taxes imposed by the United States of America (or any political subdivision thereof or tax authority therein) upon a Lender or Administrative Agent organized under the laws of a jurisdiction outside of the United States, except to the extent that such tax is imposed or increased as a result of any change in applicable law, regulation or treaty (other than any addition of or change in any "“anti-treaty shopping," "” “limitation of benefits," ” or similar provision applicable to a treaty) after the Effective Date date hereof, in the case of each Lender or Administrative Agent originally a party hereto or, in the case of any Purchasing Lender (as defined in Section 10.10)) or Administrative Agent, after the date on which it becomes a Lender;Lender or Administrative Agent, as the case may be; or (v) taxes which would not have been imposed but for (a) the failure of any Lender or the Agent or any LenderAdministrative Agent, as the case may be, to provide (xI) an Internal Revenue Service Form 1001 or 4224, as the case may be, or any substitute or successor form applicable forms prescribed by the Internal Revenue Service Service, as required pursuant to Section 3.3(b) below), or (yII) any other form, certification, documentation or proof which is reasonably requested by the Borrower, or (b) a determination by a taxing authority or a court of competent jurisdiction that a form, certification, documentation or other proof provided by such Lender or the Administrative Agent to establish an exemption from such tax, assessment or other governmental charge is false false; (all such non-excluded present or future taxes, assessments or other governmental charges and liabilities excluding only the taxes described in the preceding clauses (i) through (v), being hereinafter referred to as "“Indemnified Taxes"”). If any such withholding is so required, the Borrower 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 the Agent and each Lender and the Administrative Agent is free and clear of such Indemnified Taxes (including Indemnified Taxes on such additional amount) and is equal to the amount that the Agent or such Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Agent or any Lender pays any amount in respect of any Indemnified Taxes, penalties or interest, the Borrower shall reimburse the Agent or that Lender for the payment on demand in the currency in which such payment was Tax not been made. If the Borrower pays any Indemnified Taxes, or any penalties or interestinterest in connection therewith, it shall deliver official tax receipts evidencing the payment or certified copies thereof, or other satisfactory evidence of payment if such tax receipts have not yet been received by the Borrower (with such tax receipts to be promptly delivered when within fifteen (15) days after being actually received), to the Agent Lender or the Lender Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) within fifteen (15) days of such payment. If the Administrative Agent or any Lender pays any Indemnified Taxes, or any penalties or interest in connection therewith, the Borrower shall reimburse the Administrative Agent or that Lender for the payment on demand in the currency in which such payment was made. Such Lender or the Administrative Agent shall make written demand on the Borrower for reimbursement hereunder no later than ninety (90) days after the earlier of (i) the date on which such Lender or the Administrative Agent makes payment of the Indemnified Taxes, penalties and interest, and (ii) the date on which the relevant taxing authority or other governmental authority makes written demand upon such Lender or the Administrative Agent for payment of the Indemnified Taxes, penalties and interest. Any such demand shall describe in reasonable detail such Indemnified Taxes, penalties or interest, including the amount thereof if then known to such Lender or the Administrative Agent, as the case may be. In the event that such Lender or the Administrative Agent fails to give the Borrower timely notice as provided herein, the Borrower shall not have any obligation to pay such claim for reimbursement.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 3.3(b)law, each payment by or on behalf of the Borrower Borrowers to the Agent or any Lender or the Administrative Agent under this Agreement or any other Credit Document shall be made without withholding for or on account of any present or future taxes. If any such withholding is so required by law (as determined in the reasonable discretion of the applicable Borrower), the applicable Borrower shall make the withholding and pay the amount withheld to the appropriate Governmental Authority before penalties attach thereto or interest accrues thereon. Moreover, in the case of any such present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the applicable Borrower is domiciledincorporated, any jurisdiction from which the applicable Borrower makes any paymentpayment under this Agreement or any other Credit Document, or (in each case) any political subdivision or taxing authority thereof or therein, excluding, in the case of each Lender and the Administrative Agent, taxes, assessments the following taxes (whether imposed on or other governmental chargeswith respect to such Lender or Administrative Agent or required to be withheld or deducted from any payment by or on account of any obligation of any Borrower under any Credit Document): (i) taxes imposed on, based upon, or measured by its such Lender’s or the Administrative Agent’s net income, profits, gains, overall revenues or receipts, and branch profits, franchise and similar taxes imposed on it, by any jurisdiction in which the Agent or such Lendereach case, as the case may be, is incorporated or maintains its principal place of business or Lending Office or which subjects the Agent or such Lender to tax by reason a result of a present or former connection between the taxing jurisdiction and the Agent or such Lender (other than a connection resulting from the transactions contemplated by this Agreement); (iiincluding any applicable Lending Office) imposed as a result of a connection between the taxing jurisdiction and the Agent or such LenderAdministrative Agent, or any owner or affiliate thereof, as the case may be, other than connections arising from such Lender’s or the Administrative Agent’s having executed, delivered, become a connection resulting from the transactions contemplated by this Agreementparty to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to, or enforced, any Credit Document, or sold or assigned an interest in any Credit Document; (iiiii) taxes imposed as a result of the transfer by such Lender of its interest in this Agreement or any other Credit Document or a designation by such Lender (other than pursuant to Section 3.3(dFATCA) hereof) of a new Lending Office (other than taxes imposed as a result of any change in treaty, law or regulation after such transfer of the Lender's interest in this Agreement or any Credit Document or designation of a new Lending Office); (iv) imposed by the United States of America upon (or any political subdivision thereof or tax authority therein) on or with respect to a Lender or Administrative Agent organized under the laws of a jurisdiction outside of the United States, except to the extent that such tax is imposed or increased as a result of any change in applicable law, regulation or treaty (other than any addition of or change in any "“anti-treaty shopping," "” “limitation of benefits," ” or similar provision applicable to a treaty) (a) after the Effective Date date hereof, in the case of each Lender or Administrative Agent originally a party hereto orhereto, (b) in the case of any Purchasing Lender (as defined in Section 10.1010.10(b)) or Administrative Agent, after the date on which it becomes a Lender or Administrative Agent, as the case may be (unless such Purchasing Lender acquired its interest following a request by the Company under Section 8.6), or (c) after the designation by such Lender or Administrative Agent of a new Lending Office (other than pursuant to this Section 3.3(a) or Section 8.3(c)); except in each case to the extent that, pursuant to this Section 3.3(a), amounts with respect to such taxes were payable either to such Lender’s or Administrative Agent’s assignor immediately before such Lender or Administrative Agent became a party hereto or to such Lender or Administrative Agent immediately before it changed its Lending Office; (viii) taxes imposed by the United States of America pursuant to FATCA on or with respect to a Lender or Administrative Agent organized under the laws of a jurisdiction outside of the United States; or (iv) taxes which would not have been imposed but for (a) the failure of such Lender or the Agent or any LenderAdministrative Agent, as the case may be, to provide on a timely basis (xI) an Internal Revenue Service Form 1001 or 4224, as the case may be, or any substitute or successor form applicable forms prescribed by the Internal Revenue Service Service, as required pursuant to Section 3.3(b) below(unless excused pursuant to Section 3.3(c)) and Section 3.3(e), or (yII) any other form, certification, documentation or proof which is reasonably requested by any Borrower or the Borrower, Administrative Agent or (b) a determination by a taxing authority or a court of competent jurisdiction that a form, certification, documentation or other proof provided by such Lender or the Administrative Agent to establish an exemption from such tax, assessment or other governmental charge is false or not properly completed; (all such non-excluded present or future taxes, assessments or other governmental charges and liabilities being hereinafter referred to as "than the taxes described in the preceding clauses (i) through (iv), “Indemnified Taxes"”). If any such withholding is so required, the applicable Borrower 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 the Agent and each Lender and the Administrative Agent is free and clear of any such taxes that are Indemnified Taxes (including Indemnified Taxes on such additional amount) and is equal to the amount that the Agent or such Lender or the Administrative Agent (as the case may be) would have received had such withholding of any Indemnified Taxes not been made. If the Agent or any Lender pays any amount in respect of any Indemnified Taxes, penalties or interest, the Borrower shall reimburse the Agent or that Lender for the payment on demand in the currency in which such payment was made. If the Borrower pays any Indemnified Taxes, or any penalties or interestinterest in connection therewith, it shall deliver official tax receipts evidencing the payment or certified copies thereof, or other satisfactory evidence of payment if such tax receipts have not yet been received by the such Borrower (with such tax receipts to be promptly delivered when within fifteen (15) days after being actually received), to the Agent Lender or the Lender Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) within fifteen (15) days after being actually received. If the Administrative Agent or any Lender pays any Indemnified Taxes which any Borrower has failed to withhold or pay to the appropriate Governmental Authority, or any penalties or interest in connection therewith, such Borrower shall reimburse the Administrative Agent or that Lender for such payment within thirty (30) days after the receipt of written demand therefor. Such Lender or the Administrative Agent shall make written demand on the Company for reimbursement hereunder no later than ninety (90) days after the earlier of (i) the date on which such Lender or the Administrative Agent makes payment of the Indemnified Taxes, penalties and interest, and (ii) the date on which the relevant taxing authority or other Governmental Authority makes written demand upon such Lender or the Administrative Agent for payment of the Indemnified Taxes, penalties and interest. Any such demand shall describe in reasonable detail such Indemnified Taxes, penalties or interest, including the amount thereof if then known to such Lender or the Administrative Agent, as the case may be. In the event that such Lender or the Administrative Agent fails to give the Company timely notice as provided herein, no Borrower shall have any obligation to pay such claim for reimbursement. In the event that any taxing authority notifies a Borrower that it has improperly failed to withhold any taxes (other than Indemnified Taxes) from a payment to any Lender or the Administrative Agent under this Agreement or any other Credit Document, such Borrower shall timely and fully pay such taxes to such taxing authority and such Lender or Administrative Agent, as the case may be, shall pay the amount of such paymenttaxes to such Borrower within thirty (30) days after the receipt of written demand therefor. If a Borrower is or will be required to pay an additional amount to a Lender or the Administrative Agent pursuant to this Section 3.3(a), then such payee shall use reasonable efforts to take requested measures (including changing the jurisdiction of its Lending Office) so as to reduce or eliminate any such amounts which may thereafter accrue, if such change would not otherwise be materially disadvantageous to such payee.

Payments Free of Withholding. Except as otherwise required by law and subject to Section SECTION 3.3(b), each payment by the Borrower to the Agent or any Lender under this Agreement or any other Credit Document 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 is domiciled, any jurisdiction from which the Borrower makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein, excluding, in the case of each Lender and the Agent, taxes, assessments or other governmental charges (i) imposed on, based upon, or measured by its income, and branch profits, franchise and similar taxes imposed on it, by any jurisdiction in which the Agent or such Lender, as the case may be, is incorporated or maintains its principal place of business or Lending Office or which subjects the Agent or such Lender to tax by reason of a connection between the taxing jurisdiction and the Agent or such Lender (other than a connection resulting from the transactions contemplated by this Agreement); (ii) imposed as a result of a connection between the taxing jurisdiction and the Agent or such Lender, as the case may be, other than a connection resulting from the transactions contemplated by this Agreement; (iii) imposed as a result of the transfer by such Lender of its interest in this Agreement or any other Credit Document or a designation by such Lender (other than pursuant to Section SECTION 3.3(d) hereof) of a new Lending Office (other than taxes imposed as a result of any change in treaty, law or regulation after such transfer of the Lender's interest in this Agreement or any Credit Document or designation of a new Lending Office); (iv) imposed by the United States of America upon a Lender organized under the laws of a jurisdiction outside of the United States, except to the extent that such tax is imposed or increased as a result of any change in applicable law, regulation or treaty (other than any addition of or change in any "anti-treaty shopping," "limitation of benefits," or similar provision applicable to a treaty) after the Effective Date hereofDate, in the case of each Lender originally a party hereto or, in the case of any Purchasing Lender (as defined in Section SECTION 10.10), after the date on which it becomes a Lender; (v) which would not have been imposed but for (a) the failure of the Agent or any Lender, as the case may be, to provide (x) an Internal Revenue Service Form 1001 or 4224, as the case may be, or any substitute or successor form prescribed by the Internal Revenue Service pursuant to Section SECTION 3.3(b) below, or (y) any other certification, documentation or proof which is reasonably requested by the Borrower, or (b) a determination by a taxing authority or a court of competent jurisdiction that a certification, documentation or other proof provided by such Lender or the Agent to establish an exemption from such tax, assessment or other governmental charge is false (all such non-excluded taxes, assessments or other governmental charges and liabilities being hereinafter referred to as "Indemnified TaxesINDEMNIFIED TAXES"). If any such withholding is so required, the Borrower 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 the Agent and each Lender is free and clear of such Indemnified Taxes (including Indemnified Taxes on such additional amount) and is equal to the amount that the Agent or such Lender (as the case may be) would have received had such withholding not been made. If the Agent or any Lender pays any amount in respect of any Indemnified Taxes, penalties or interest, the Borrower shall reimburse the Agent or that Lender for the payment on demand in the currency in which such payment was made. If the Borrower pays any Indemnified Taxes, penalties or interest, it shall deliver official tax receipts evidencing the payment or certified copies thereof, or other satisfactory evidence of payment if such tax receipts have not yet been received by the Borrower (with such tax receipts to be promptly delivered when actually received), to the Agent or the Lender on whose account such withholding was made (with a copy to the Agent if not the recipient of the original) within fifteen (15) days of such payment.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 3.3(b), each payment by the Borrower to the Agent or any Lender other Loan Party to any Lender, Issuing Bank or Administrative Agent under this Agreement or any other Credit Document 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 Loan Party is domiciledorganized, any jurisdiction from which the Borrower or such Loan Party makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein, excluding, in the case of each Lender Lender, Issuing Bank and the Administrative Agent, the following taxes, assessments or other governmental charges: (i) taxes imposed on, based upon, or measured by its incomesuch Lender’s, Issuing Bank’s or the Administrative Agent’s net income or profits, and branch profits, franchise and similar taxes imposed on it, by any jurisdiction in which the Agent or ; (ii) taxes imposed on such Lender, Issuing Bank or the Administrative Agent as the case may be, is incorporated or maintains its principal place of business or Lending Office or which subjects the Agent or such Lender to tax by reason a result of a present or former connection between the taxing jurisdiction and the Agent or such Lender (other than a connection resulting from the transactions contemplated by this Agreement); (ii) imposed as a result of a connection between the taxing jurisdiction and the Agent or such Lender, Issuing Bank or Administrative Agent, or any affiliate thereof, as the case may be, other than a connection resulting solely from the transactions contemplated by this Agreement; (iii) taxes imposed as a result of the transfer by such Lender Lender, Issuing Bank or the Administrative Agent of its interest in this Agreement or any other Credit Document or a designation by such Lender Lender, Issuing Bank or the Administrative Agent (other than pursuant to Section 3.3(d) hereof8.3(c)) of a new Lending Office (other than taxes imposed as a result of any change in treaty, law or regulation after such transfer of such Lender’s, Issuing Bank’s or the Lender's Administrative Agent’s interest in this Agreement or any other Credit Document or designation of a new Lending Office); (iv) taxes imposed by the United States of America (or any political subdivision thereof or tax authority therein) upon a Lender Lender, Issuing Bank or the Administrative Agent organized under the laws of a jurisdiction outside of the United States, except to the extent that such tax is imposed or increased as a result of any change in applicable law, regulation or treaty (other than any addition of or change in any "“anti-treaty shopping," "” “limitation of benefits," ” or similar provision applicable to a treaty) after the Effective Date date hereof, in the case of each Lender Lender, Issuing Bank or the Administrative Agent originally a party hereto or, in the case of any Purchasing Lender (as defined in Section 10.10)) or other Issuing Bank or the Administrative Agent, after the date on which it becomes a Lender;, Issuing Bank, or the Administrative Agent, as the case may be; or (v) taxes which would not have been imposed but for (a) the failure of the Agent or any Lender, Issuing Bank, or the Administrative Agent, as the case may be, to provide (xI) an Internal Revenue Service Form 1001 or 4224, as the case may be, or any substitute or successor form applicable forms prescribed by the Internal Revenue Service Service, as required pursuant to Section 3.3(b) below), or (yII) any other form, certification, documentation or proof which is reasonably requested by the Borrower, or (b) a determination by a taxing authority or a court of competent jurisdiction that a form, certification, documentation or other proof provided by such Lender Lender, Issuing Bank or the Administrative Agent to establish an exemption from such tax, assessment or other governmental charge is false false; (all such non-excluded present or future taxes, assessments or other governmental charges and liabilities excluding only the taxes described in the preceding clauses (i) through (v), being hereinafter referred to as "“Indemnified Taxes"”). If any such withholding is so required, the Borrower or such other Loan Party 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, Issuing Bank and the Administrative Agent and each Lender is free and clear of such Indemnified Taxes (including Indemnified Taxes on such additional amount) and is equal to the amount that such Lender, Issuing Bank or the Administrative Agent or such Lender (as the case may be) would have received had such withholding of any Indemnified Tax not been made. If the Agent Borrower or any Lender pays any amount in respect of any Indemnified Taxes, penalties or interest, the Borrower shall reimburse the Agent or that Lender for the payment on demand in the currency in which such payment was made. If the Borrower other Loan Party pays any Indemnified Taxes, or any penalties or interestinterest in connection therewith, it shall deliver official tax receipts evidencing the payment or certified copies thereof, or other satisfactory evidence of payment if such tax receipts have not yet been received by the Borrower or such other Loan Party (with such tax receipts to be promptly delivered when within fifteen (15) days after being actually received), to the Agent Lender, Issuing Bank or the Lender Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) within fifteen (15) days of such payment. If the Administrative Agent or any Issuing Bank or Lender pays any Indemnified Taxes, or any penalties or interest in connection therewith, the Borrower shall reimburse the Administrative Agent or such Issuing Bank or Lender for the payment on demand in the currency in which such payment was made. Such Lender, Issuing Bank or the Administrative Agent shall make written demand on the Borrower for reimbursement hereunder no later than ninety (90) days after the earlier of (i) the date on which such Lender, Issuing Bank or the Administrative Agent makes payment of the Indemnified Taxes, penalties and interest, and (ii) the date on which the relevant taxing authority or other governmental authority makes written demand upon such Lender, Issuing Bank or the Administrative Agent for payment of the Indemnified Taxes, penalties and interest. Any such demand shall describe in reasonable detail such Indemnified Taxes, penalties or interest, including the amount thereof if then known to such Lender, Issuing Bank, or the Administrative Agent, as the case may be. In the event that such Lender, Issuing Bank or the Administrative Agent fails to give the Borrower timely notice as provided herein, the Borrower shall not have any obligation to pay such claim for reimbursement.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 3.3(b)law, each payment by the Borrower either Credit Party to the Agent or Issuing Bank, any Lender or the Administrative Agent under this Agreement or any other Credit Document 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 such Credit Party is domiciledincorporated, any jurisdiction from which the Borrower such Credit Party makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein, excluding, in the case of each the Issuing Bank, any Lender and the Administrative Agent, the following taxes, assessments or other governmental charges: (i) taxes imposed on, based upon, or measured by its incomesuch Lender’s, the Issuing Bank’s or the Administrative Agent’s net income or profits, and branch profits, franchise and similar taxes imposed on it, by any jurisdiction in which the Agent or ; (ii) taxes imposed on such Lender, the Issuing Bank or the Administrative Agent as the case may be, is incorporated or maintains its principal place of business or Lending Office or which subjects the Agent or such Lender to tax by reason a result of a present or former connection between the taxing jurisdiction and the Agent or such Lender (other than a connection resulting from the transactions contemplated by this Agreement); (ii) imposed as a result of a connection between the taxing jurisdiction and the Agent or such Lender, the Issuing Bank or Administrative Agent, or any affiliate thereof, as the case may be, other than a connection resulting solely from the transactions contemplated by this Agreement; (iii) taxes imposed as a result of the transfer by such Lender Lender, the Issuing Bank or the Administrative Agent of its interest in this Agreement or any other Credit Document or a designation by such Lender (other than pursuant to Section 3.3(d) hereof) Lender, the Issuing Bank or the Administrative Agent of a new Lending Office lending office (other than taxes imposed as a result of any change in treaty, law or regulation after such transfer of such Lender’s, the Lender's Issuing Bank’s or the Administrative Agent’s interest in this Agreement or any other Credit Document or designation of a new Lending Officelending office); (iv) taxes imposed by the United States of America (or any political subdivision thereof or tax authority therein) upon a Lender any Lender, the Issuing Bank or the Administrative Agent organized under the laws of a jurisdiction outside of the United States, except to the extent that such tax is imposed or increased as a result of any change in applicable law, regulation or treaty (other than any addition of or change in any "anti-treaty shopping," "limitation of benefits," or similar provision applicable to a treaty) after the Effective Date date hereof, in the case of each Lender Lender, the Issuing Bank or the Administrative Agent originally a party hereto or, in the case of any Purchasing Lender (as defined in Section 10.10)becoming a party hereto after the Closing Date, after the date on which it becomes a Lender;; or (v) taxes which would not have been imposed but for (a) the failure of the Agent or any Lender, Issuing Bank, or the Administrative Agent, as the case may be, to provide (x) an Internal Revenue Service Form 1001 or 4224, as the case may be, or any substitute or successor form applicable forms prescribed by the Internal Revenue Service pursuant to Service, as required by this Section 3.3(b) below3.9, or (y) any other form, certification, documentation or proof which is reasonably requested by the Borrowereither Credit Party, or (b) a determination by a taxing authority or a court of competent jurisdiction that a form, certification, documentation or other proof provided by such Lender Lender, the Issuing Bank or the Administrative Agent to establish an exemption from such tax, assessment or other governmental charge is false false; (all such non-excluded present or future taxes, assessments or other governmental charges and liabilities excluding only the taxes described in the preceding clauses (i) through (v), being hereinafter referred to as "“Indemnified Taxes"”). If any such withholding is so required, the Borrower applicable Credit Party 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, the Issuing Bank and the Administrative Agent and each Lender is free and clear of such Indemnified Taxes (including Indemnified Taxes on such additional amount) and is equal to the amount that such Lender, the Issuing Bank or the Administrative Agent or such Lender (as the case may be) would have received had such withholding of any Indemnified Tax not been made. If the Agent or any Lender pays any amount in respect of any Indemnified Taxes, penalties or interest, the Borrower shall reimburse the Agent or that Lender for the payment on demand in the currency in which such payment was made. If the Borrower applicable Credit Party pays any Indemnified Taxes, or any penalties or interestinterest in connection therewith, it shall deliver official tax receipts evidencing the payment or certified copies thereof, or other satisfactory evidence of payment if such tax receipts have not yet been received by the Borrower applicable Credit Party (with such tax receipts to be promptly delivered when within fifteen (15) days after being actually received), to the Agent Lender, the Issuing Bank or the Lender Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) within fifteen (15) days of such payment. If the Administrative Agent or the Issuing Bank or any Lender pays any Indemnified Taxes, or any penalties or interest in connection therewith, the applicable Credit Party shall reimburse the Administrative Agent or the Issuing Bank or Lender for the payment on demand. Such Lender, Issuing Bank or the Administrative Agent shall make written demand on t the applicable Credit Party for reimbursement hereunder no later than ninety (90) days after the earlier of (i) the date on which such Lender, the Issuing Bank or the Administrative Agent makes payment of the Indemnified Taxes, penalties and interest, and (ii) the date on which the relevant taxing authority or other governmental authority makes written demand upon such Lender, the Issuing Bank or the Administrative Agent for payment of the Indemnified Taxes, penalties and interest. Any such demand shall describe in reasonable detail such Indemnified Taxes, penalties or interest, including the amount thereof if then known to such Lender, the Issuing Bank, or the Administrative Agent, as the case may be.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 3.3(b), each payment by the Borrower to the any Lender, Issuing Bank or Administrative Agent or any Lender under this Agreement or any other Credit Document 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 is domiciledincorporated, any jurisdiction from which the Borrower makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein, excluding, in the case of each Lender Lender, Issuing Bank and the Administrative Agent, the following taxes, assessments or other governmental charges: (i) taxes imposed on, based upon, or measured by its incomesuch Lender’s, Issuing Bank’s or the Administrative Agent’s net income or profits, and branch profits, franchise and similar taxes imposed on it, by any jurisdiction in which the Agent or ; (ii) taxes imposed on such Lender, Issuing Bank or the Administrative Agent as the case may be, is incorporated or maintains its principal place of business or Lending Office or which subjects the Agent or such Lender to tax by reason a result of a present or former connection between the taxing jurisdiction and the Agent or such Lender (other than a connection resulting from the transactions contemplated by this Agreement); (ii) imposed as a result of a connection between the taxing jurisdiction and the Agent or such Lender, Issuing Bank or Administrative Agent, or any affiliate thereof, as the case may be, other than a connection resulting solely from the transactions contemplated by this Agreement; (iii) taxes imposed as a result of the transfer by such Lender Lender, Issuing Bank or Administrative Agent of its interest in this Agreement or any other Credit Document or a designation by such Lender Lender, Issuing Bank or the Administrative Agent (other than pursuant to Section 3.3(d) hereof8.3(c)) of a new Lending Office (other than taxes imposed as a result of any change in treaty, law or regulation after such transfer of such Lender’s, Issuing Bank’s or the Lender's Administrative Agent’s interest in this Agreement or any other Credit Document or designation of a new Lending Office); (iv) taxes imposed by the United States of America (or any political subdivision thereof or tax authority therein) upon a Lender Lender, Issuing Bank or Administrative Agent organized under the laws of a jurisdiction outside of the United States, except to the extent that such tax is imposed or increased as a result of any change in applicable law, regulation or treaty (other than any addition of or change in any "“anti-treaty shopping," "” “limitation of benefits," ” or similar provision applicable to a treaty) after the Effective Date date hereof, in the case of each Lender Lender, Issuing Bank or Administrative Agent originally a party hereto or, in the case of any Purchasing Lender (as defined in Section 10.10)) or other Issuing Bank or Administrative Agent, after the date on which it becomes a Lender;, Issuing Bank, or Administrative Agent, as the case may be; or (v) taxes which would not have been imposed but for (a) the failure of the Agent or any Lender, the Issuing Bank, or the Administrative Agent, as the case may be, to provide (xI) an Internal Revenue Service Form 1001 or 4224, as the case may be, or any substitute or successor form applicable forms prescribed by the Internal Revenue Service Service, as required pursuant to Section 3.3(b) below), or (yII) any other form, certification, documentation or proof which is reasonably requested by the Borrower, or (b) a determination by a taxing authority or a court of competent jurisdiction that a form, certification, documentation or other proof provided by such Lender Lender, Issuing Bank or the Administrative Agent to establish an exemption from such tax, assessment or other governmental charge is false false; (all such non-excluded present or future taxes, assessments or other governmental charges and liabilities excluding only the taxes described in the preceding clauses (i) through (v), being hereinafter referred to as "“Indemnified Taxes"”). If any such withholding is so required, the Borrower 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, Issuing Bank and the Administrative Agent and each Lender is free and clear of such Indemnified Taxes (including Indemnified Taxes on such additional amount) and is equal to the amount that such Lender, Issuing Bank or the Administrative Agent or such Lender (as the case may be) would have received had such withholding not been made. If the Agent or any Lender pays any amount in respect of any Indemnified Taxes, penalties or interest, the Borrower shall reimburse the Agent or that Lender for the payment on demand in the currency in which such payment was Tax not been made. If the Borrower pays any Indemnified Taxes, or any penalties or interestinterest in connection therewith, it shall deliver official tax receipts evidencing the payment or certified copies thereof, or other satisfactory evidence of payment if such tax receipts have not yet been received by the Borrower (with such tax receipts to be promptly delivered when within fifteen (15) days after being actually received), to the Agent Lender, Issuing Bank or the Lender Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) within fifteen (15) days of such payment. If the Administrative Agent, Issuing Bank or any Lender pays any Indemnified Taxes, or any penalties or interest in connection therewith, the Borrower shall reimburse the Administrative Agent, Issuing Bank or that Lender for the payment on demand in the currency in which such payment was made. Such Lender, Issuing Bank or the Administrative Agent shall make written demand on the Borrower for reimbursement hereunder no later than ninety (90) days after the earlier of (i) the date on which such Lender, Issuing Bank or the Administrative Agent makes payment of the Indemnified Taxes, penalties and interest, and (ii) the date on which the relevant taxing authority or other governmental authority makes written demand upon such Lender, Issuing Bank or the Administrative Agent for payment of the Indemnified Taxes, penalties and interest. Any such demand shall describe in reasonable detail such Indemnified Taxes, penalties or interest, including the amount thereof if then known to such Lender, Issuing Bank, or the Administrative Agent, as the case may be. In the event that such Lender, Issuing Bank or the Administrative Agent fails to give the Borrower timely notice as provided herein, the Borrower shall not have any obligation to pay such claim for reimbursement.

Payments Free of Withholding. Except as otherwise required ---------------------------- by law and subject to Section 3.3(b), each payment by the Borrower to the Agent or any Lender under this Agreement or any other Credit Document 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 is domiciled, any jurisdiction from which the Borrower makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein, excluding, in the case of each Lender and the Agent, taxes, assessments or other governmental charges (i1) imposed on, based upon, or measured by its income, and branch profits, franchise and similar taxes imposed on it, by any jurisdiction in which the Agent or such Lender, as the case may be, is incorporated or maintains its principal place of business or Lending Office or which subjects the Agent or such Lender to tax by reason of a connection between the taxing jurisdiction and the Agent or such Lender (other than a connection resulting from the transactions contemplated by this Agreement); (ii2) imposed as a result of a connection between the taxing jurisdiction and the Agent or such Lender, as the case may be, other than a connection resulting from the transactions contemplated by this Agreement; (iii3) imposed as a result of the transfer by such Lender of its interest in this Agreement or any other Credit Document or a designation by such Lender (other than pursuant to Section 3.3(d) hereof) of a new Lending Office (other than taxes imposed as a result of any change in treaty, law or regulation after such transfer of the Lender's interest in this Agreement or any Credit Document or designation of a new Lending Office); (iv4) imposed by the United States of America upon a Lender organized under the laws of a jurisdiction outside of the United States, except to the extent that such tax is imposed or increased as a result of any change in applicable law, regulation or treaty (other than any addition of or change in any "anti-treaty shopping," "limitation of benefits," or similar provision applicable to a treaty) after the Effective Date hereofDate, in the case of each Lender originally a party hereto or, in the case of any Purchasing Lender (as defined in Section 10.10), after the date on which it becomes a Lender; (v5) which would not have been imposed but for (a) the failure of the Agent or any Lender, as the case may be, to provide (x) an Internal Revenue Service Form 1001 or 4224, as the case may be, or any substitute or successor form prescribed by the Internal Revenue Service pursuant to Section 3.3(b) below, or (y) any other certification, documentation or proof which is reasonably requested by the Borrower, or (b) a determination by a taxing authority or a court of competent jurisdiction that a certification, documentation or other proof provided by such Lender or the Agent to establish an exemption from such tax, assessment or other governmental charge is false (all such non-excluded taxes, assessments or other governmental charges and liabilities being hereinafter referred to as "Indemnified Taxes"). If any such withholding is so required, the Borrower 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 the Agent and each Lender is free and clear of such Indemnified Taxes (including Indemnified Taxes on such additional amount) and is equal to the amount that the Agent or such Lender (as the case may be) would have received had such withholding not been made. If the Agent or any Lender pays any amount in respect of any Indemnified Taxes, penalties or interest, the Borrower shall reimburse the Agent or that Lender for the payment on demand in the currency in which such payment was made. If the Borrower pays any Indemnified Taxes, penalties or interest, it shall deliver official tax receipts evidencing the payment or certified copies thereof, or other satisfactory evidence of payment if such tax receipts have not yet been received by the Borrower (with such tax receipts to be promptly delivered when actually received), to the Agent or the Lender on whose account such withholding was made (with a copy to the Agent if not the recipient of the original) within fifteen (15) days of such payment.

Payments Free of Withholding. Except as otherwise required by ---------------------------- law and subject to Section 3.3(b), each payment by the Borrower to the any Lender, Issuing Bank or Administrative Agent or any Lender under this Agreement or any other Credit Document 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 is domiciledincorporated, any jurisdiction from which the Borrower makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein, excluding, in the case of each Lender Lender, Issuing Bank and the Administrative Agent, the following taxes, assessments or other governmental charges: (i) taxes imposed on, based upon, or measured by its incomesuch Lender's, Issuing Bank's or the Administrative Agent's net income or profits, and branch profits, franchise and similar taxes imposed on it, by any jurisdiction in which the Agent or ; (ii) taxes imposed on such Lender, Issuing Bank or the Administrative Agent as the case may be, is incorporated or maintains its principal place of business or Lending Office or which subjects the Agent or such Lender to tax by reason a result of a present or former connection between the taxing jurisdiction and the Agent or such Lender (other than a connection resulting from the transactions contemplated by this Agreement); (ii) imposed as a result of a connection between the taxing jurisdiction and the Agent or such Lender, Issuing Bank or Administrative Agent, or any affiliate thereof, as the case may be, other than a connection resulting solely from the transactions contemplated by this Agreement; (iii) taxes imposed as a result of the transfer by such Lender Lender, Issuing Bank or Administrative Agent of its interest in this Agreement or any other Credit Document or a designation by such Lender Lender, Issuing Bank or the Administrative Agent (other than pursuant to Section 3.3(d) hereof8.3(c)) of a new Lending Office (other than taxes imposed as a result of any change in treaty, law or regulation after such transfer of such Lender's, Issuing Bank's or the LenderAdministrative Agent's interest in this Agreement or any other Credit Document or designation of a new Lending Office); (iv) taxes imposed by the United States of America (or any political subdivision thereof or tax authority therein) upon a Lender Lender, Issuing Bank or Administrative Agent organized under the laws of a jurisdiction outside of the United States, except to the extent that such tax is imposed or increased as a result of any change in applicable law, regulation or treaty (other than any addition of or change in any "anti-treaty shopping," "limitation of benefits," or similar provision applicable to a treaty) after the Effective Date date hereof, in the case of each Lender Lender, Issuing Bank or Administrative Agent originally a party hereto or, in the case of any Purchasing Lender (as defined in Section 10.10)) or other Issuing Bank or Administrative Agent, after the date on which it becomes a Lender;, Issuing Bank, or Administrative Agent, as the case may be; or (v) taxes which would not have been imposed but for (a) the failure of the Agent or any Lender, the Issuing Bank, or the Administrative Agent, as the case may be, to provide (xI) an Internal Revenue Service Form 1001 or 4224, as the case may be, or any substitute or successor form applicable forms prescribed by the Internal Revenue Service Service, as required pursuant to Section 3.3(b) below), or (yII) any other form, certification, documentation or proof which is reasonably requested by the Borrower, or (b) a determination by a taxing authority or a court of competent jurisdiction that a form, certification, documentation or other proof provided by such Lender Lender, Issuing Bank or the Administrative Agent to establish an exemption from such tax, assessment or other governmental charge is false false; (all such non-excluded present or future taxes, assessments or other governmental charges and liabilities excluding only the taxes described in the preceding clauses (i) through (v), being hereinafter referred to as "Indemnified Taxes"). If any such withholding is so required, the Borrower 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, Issuing Bank and the Administrative Agent and each Lender is free and clear of such Indemnified Taxes (including Indemnified Taxes on such additional amount) and is equal to the amount that such Lender, Issuing Bank or the Administrative Agent or such Lender (as the case may be) would have received had such withholding not been made. If the Agent or any Lender pays any amount in respect of any Indemnified Taxes, penalties or interest, the Borrower shall reimburse the Agent or that Lender for the payment on demand in the currency in which such payment was Tax not been made. If the Borrower pays any Indemnified Taxes, or any penalties or interestinterest in connection therewith, it shall deliver official tax receipts evidencing the payment or certified copies thereof, or other satisfactory evidence of payment if such tax receipts have not yet been received by the Borrower (with such tax receipts to be promptly delivered when within fifteen (15) days after being actually received), to the Agent Lender, Issuing Bank or the Lender Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) within fifteen (15) days of such payment. If the Administrative Agent, Issuing Bank or any Lender pays any Indemnified Taxes, or any penalties or interest in connection therewith, the Borrower shall reimburse the Administrative Agent, Issuing Bank or that Lender for the payment on demand in the currency in which such payment was made. Such Lender, Issuing Bank or the Administrative Agent shall make written demand on the Borrower for reimbursement hereunder no later than ninety (90) days after the earlier of (i) the date on which such Lender, Issuing Bank or the Administrative Agent makes payment of the Indemnified Taxes, penalties and interest, and (ii) the date on which the relevant taxing authority or other governmental authority makes written demand upon such Lender, Issuing Bank or the Administrative Agent for payment of the Indemnified Taxes, penalties and interest. Any such demand shall describe in reasonable detail such Indemnified Taxes, penalties or interest, including the amount thereof if then known to such Lender, Issuing Bank, or the Administrative Agent, as the case may be. In the event that such Lender, Issuing Bank or the Administrative Agent fails to give the Borrower timely notice as provided herein, the Borrower shall not have any obligation to pay such claim for reimbursement.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 3.3(b), each payment by the Borrower or any Guarantor to the Agent or any Lender under this Agreement or any other Credit Document 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 each Lender and the Agent, taxes, assessments or other governmental charges: (i) imposed on, based upon, or measured by its income, and branch profits, franchise and similar taxes imposed on it, by any jurisdiction in which the Agent or such Lender, as the case may be, is incorporated or maintains its principal place of business or Lending Office or which subjects the Agent or such Lender to tax by reason of a connection between the taxing jurisdiction and the Agent or such Lender (other than a connection resulting from the transactions contemplated by this Agreement); (ii) imposed as a result of a connection between the taxing jurisdiction and the Agent or such Lender, as the case may be, other than a connection resulting from the transactions contemplated by this Agreement; (iii) imposed as a result of the transfer by such Lender of its interest in this Agreement or any other Credit Document or a designation by such Lender (other than pursuant to Section 3.3(d) hereof) of a new Lending Office (other than taxes imposed as a result of any change in treaty, law or regulation after such transfer of the Lender's interest in this Agreement or any Credit Document or designation of a new Lending Office); (iv) imposed by the United States of America upon a Lender organized under the laws of a jurisdiction outside of the United States, except to the extent that such tax is imposed or increased as a result of any change in applicable law, regulation or treaty (other than any addition of or change in any "anti-treaty shopping," "limitation of benefits," or similar provision applicable to a treaty) after the Effective Date date hereof, in the case of each Lender originally a party hereto or, in the case of any Purchasing Lender (as defined in Section 10.1010.12), after the date on which it becomes a Lender; (v) which would not have been imposed but for (a) the failure of the Agent or any Lender, as the case may be, to provide (x) an Internal Revenue Service Form 1001 or 4224, as the case may be, or any substitute or successor form prescribed by the Internal Revenue Service pursuant to Section 3.3(b) below, or (y) any other certification, documentation or proof which is reasonably requested by the Borrower, or (b) a determination by a taxing authority or a court of competent jurisdiction that a certification, documentation or other proof provided by such Lender or the Agent to establish an exemption from such tax, assessment or other governmental charge is false (all such non-excluded taxes, assessments or other governmental charges and liabilities being hereinafter referred to as "Indemnified Taxes"). If any such withholding is so required, the Borrower or such 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 the Agent and each Lender is free and clear of such Indemnified Taxes (including Indemnified Taxes on such additional amount) and is equal to the amount that the Agent or such Lender (as the case may be) would have received had such withholding not been made. If the Agent or any Lender pays any amount in respect of any Indemnified Taxes, penalties or interest, the Borrower or such Guarantor, as applicable, shall reimburse the Agent or that Lender for the payment on demand in the currency in which such payment was made. If the Borrower or such Guarantor pays any Indemnified Taxes, penalties or interest, it shall deliver official tax receipts evidencing the payment or certified copies thereof, or other satisfactory evidence of payment if such tax receipts have not yet been received by the Borrower or such Guarantor (with such tax receipts to be promptly delivered when actually received), to the Agent or the Lender on whose account such withholding was made (with a copy to the Agent if not the recipient of the original) within fifteen (15) days of such payment.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 3.3(b)law, each payment by the Borrower either Credit Party to the Agent or Issuing Bank, any Lender or the Administrative Agent under this Agreement or any other Credit Document 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 such Credit Party is domiciledincorporated, any jurisdiction from which the Borrower such Credit Party makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein, excluding, in the case of each the Issuing Bank, any Lender and the Administrative Agent, the following taxes, assessments or other governmental charges: (i) taxes imposed on, based upon, or measured by its incomesuch Lender’s, the Issuing Bank’s or the Administrative Agent’s net income or profits, and branch profits, franchise and similar taxes imposed on it, by any jurisdiction in which the Agent or ; (ii) taxes imposed on such Lender, the Issuing Bank or the Administrative Agent as the case may be, is incorporated or maintains its principal place of business or Lending Office or which subjects the Agent or such Lender to tax by reason a result of a present or former connection between the taxing jurisdiction and the Agent or such Lender (other than a connection resulting from the transactions contemplated by this Agreement); (ii) imposed as a result of a connection between the taxing jurisdiction and the Agent or such Lender, the Issuing Bank or Administrative Agent, or any affiliate thereof, as the case may be, other than a connection resulting solely from the transactions contemplated by this Agreement; (iii) taxes imposed as a result of the transfer by such Lender Lender, the Issuing Bank or the Administrative Agent of its interest in this Agreement or any other Credit Document or a designation by such Lender (other than pursuant to Section 3.3(d) hereof) Lender, the Issuing Bank or the Administrative Agent of a new Lending Office lending office (other than taxes imposed as a result of any change in treaty, law or regulation after such transfer of such Lender’s, the Lender's Issuing Bank’s or the Administrative Agent’s interest in this Agreement or any other Credit Document or designation of a new Lending Officelending office); (iv) taxes imposed by the United States of America (or any political subdivision thereof or tax authority therein) upon a Lender any Lender, the Issuing Bank or the Administrative Agent organized under the laws of a jurisdiction outside of the United States, except to the extent that such tax is imposed or increased as a result of any change in applicable law, regulation or treaty (other than any addition of or change in any "anti-treaty shopping," "limitation of benefits," or similar provision applicable to a treaty) after the Effective Date date hereof, in the case of each Lender Lender, the Issuing Bank or the Administrative Agent originally a party hereto or, in the case of any Purchasing Lender (as defined in Section 10.10)becoming a party hereto after the Closing Date, after the date on which it becomes a Lender;; or (v) taxes which would not have been imposed but for (a) the failure of the Agent or any Lender, Issuing Bank, or the Administrative Agent, as the case may be, to provide (x) an Internal Revenue Service Form 1001 or 4224, as the case may be, or any substitute or successor form applicable forms prescribed by the Internal Revenue Service pursuant to Service, as required by this Section 3.3(b) below3.9, or (y) any other form, certification, documentation or proof which is reasonably requested by the Borrowereither Credit Party, or (b) a determination by a taxing authority or a court of competent jurisdiction that a form, certification, documentation or other proof provided by such Lender Lender, the Issuing Bank or the Administrative Agent to establish an exemption from such tax, assessment or other governmental charge is false false; (all such non-excluded present or future taxes, assessments or other governmental charges and liabilities excluding only the taxes described in the preceding clauses (i) through (v), being hereinafter referred to as "“Indemnified Taxes"”). If any such withholding is so required, the Borrower applicable Credit Party 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, the Issuing Bank and the Administrative Agent and each Lender is free and clear of such Indemnified Taxes (including Indemnified Taxes on such additional amount) and is equal to the amount that such Lender, the Issuing Bank or the Administrative Agent or such Lender (as the case may be) would have received had such withholding of any Indemnified Tax not been made. If the Agent or any Lender pays any amount in respect of any Indemnified Taxes, penalties or interest, the Borrower shall reimburse the Agent or that Lender for the payment on demand in the currency in which such payment was made. If the Borrower applicable Credit Party pays any Indemnified Taxes, or any penalties or interestinterest in connection therewith, it shall deliver official tax receipts evidencing the payment or certified copies thereof, or other satisfactory evidence of payment if such tax receipts have not yet been received by the Borrower applicable Credit Party (with such tax receipts to be promptly delivered when within fifteen (15) days after being actually received), to the Agent Lender, the Issuing Bank or the Lender Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) within fifteen (15) days of such payment. If the Administrative Agent or the Issuing Bank or any Lender pays any Indemnified Taxes, or any penalties or interest in connection therewith, the applicable Credit Party shall reimburse the Administrative Agent or the Issuing Bank or Lender for the payment on demand. Such Lender, Issuing Bank or the Administrative Agent shall make written demand on the applicable Credit Party for reimbursement hereunder no later than ninety (90) days after the earlier of (i) the date on which such Lender, the Issuing Bank or the Administrative Agent makes payment of the Indemnified Taxes, penalties and interest, and (ii) the date on which the relevant taxing authority or other governmental authority makes written demand upon such Lender, the Issuing Bank or the Administrative Agent for payment of the Indemnified Taxes, penalties and interest. Any such demand shall describe in reasonable detail such Indemnified Taxes, penalties or interest, including the amount thereof if then known to such Lender, the Issuing Bank, or the Administrative Agent, as the case may be.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 3.3(b)law, each payment by or on behalf of the Borrower Borrowers to any Lender, Issuing Bank, Swingline Lender or the Administrative Agent or any Lender under this Agreement or any other Credit Document shall be made without withholding for or on account of any present or future taxes. If any such withholding is so required by law (as determined in the reasonable discretion of the applicable Borrower), the applicable Borrower shall make the withholding and pay the amount withheld to the appropriate Governmental Authority before penalties attach thereto or interest accrues thereon. Moreover, in the case of any such present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the applicable Borrower is domiciledincorporated, any jurisdiction from which the applicable Borrower makes any paymentpayment under this Agreement or any other Credit Document, or (in each case) any political subdivision or taxing authority thereof or therein, excluding, in the case of each Lender, Issuing Bank, Swingline Lender and the Administrative Agent, taxesthe following taxes (whether imposed on or with respect to such Lender, assessments Issuing Bank, Swingline Lender or other governmental chargesAdministrative Agent or required to be withheld or deducted from any payment by or on account of any obligation of any Borrower under any Credit Document): (i) taxes imposed on, based upon, or measured by its such Lender’s, Issuing Bank’s, Swingline Lender’s or the Administrative Agent’s net income, profits, gains, overall revenues or receipts, and branch profits, franchise and similar taxes imposed on it, by any jurisdiction in which the Agent or such Lendereach case, as the case may be, is incorporated or maintains its principal place of business or Lending Office or which subjects the Agent or such Lender to tax by reason a result of a present or former connection between the taxing jurisdiction and the Agent or such Lender (other than a connection resulting from the transactions contemplated by this Agreementincluding any applicable Lending Office); (ii) imposed as a result of a connection between the taxing jurisdiction and the Agent , such Issuing Bank, Swingline Lender or such LenderAdministrative Agent, or any owner or affiliate thereof, as the case may be, other than connections arising from such Lender’s, Issuing Bank’s, Swingline Lender’s or the Administrative Agent’s having executed, delivered, become a connection resulting from the transactions contemplated by this Agreementparty to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to, or enforced, any Credit Document, or sold or assigned an interest in any Credit Document; (iiiii) taxes imposed as a result of the transfer by such Lender of its interest in this Agreement or any other Credit Document or a designation by such Lender (other than pursuant to Section 3.3(dFATCA) hereof) of a new Lending Office (other than taxes imposed as a result of any change in treaty, law or regulation after such transfer of the Lender's interest in this Agreement or any Credit Document or designation of a new Lending Office); (iv) imposed by the United States of America upon (or any political subdivision thereof or tax authority therein) on or with respect to a Lender, Issuing Bank, Swingline Lender or Administrative Agent organized under the laws of a jurisdiction outside of the United States, except to the extent that such tax is imposed or increased as a result of any change in applicable law, regulation or treaty (other than any addition of or change in any "“anti-treaty shopping," "” “limitation of benefits," ” or similar provision applicable to a treaty) (a) after the Effective Date date hereof, in the case of each Lender, Issuing Bank, Swingline Lender or Administrative Agent originally a party hereto orhereto, (b) in the case of any Purchasing Lender (as defined in Section 10.1010.10(b)) or other Issuing Bank or Administrative Agent, after the date on which it becomes a Lender, Issuing Bank or Administrative Agent, as the case may be (unless such Purchasing Lender or Issuing Bank acquired its interest following a request by the Company under Section 8.6), or (c) after the designation by such Lender, Issuing Bank, Swingline Lender or Administrative Agent of a new Lending Office (other than pursuant to this Section 3.3(a) or Section 8.3(c)); except in each case to the extent that, pursuant to this Section 3.3(a), amounts with respect to such taxes were payable either to such Lender’s, Issuing Bank’s, Swingline Lender’s or Administrative Agent’s assignor immediately before such Lender, Issuing Bank, Swingline Lender or Administrative Agent became a party hereto or to such Lender, Issuing Bank, Swingline Lender or Administrative Agent immediately before it changed its Lending Office; (viii) taxes imposed by the United States of America pursuant to FATCA on or with respect to a Lender, Issuing Bank, Swingline Lender or Administrative Agent organized under the laws of a jurisdiction outside of the United States; or (iv) taxes which would not have been imposed but for (a) the failure of such Lender, Issuing Bank, Swingline Lender or the Agent or any LenderAdministrative Agent, as the case may be, to provide on a timely basis (xI) an Internal Revenue Service Form 1001 or 4224, as the case may be, or any substitute or successor form applicable forms prescribed by the Internal Revenue Service Service, as required pursuant to Section 3.3(b) below(unless excused pursuant to Section 3.3(c)) and Section 3.3(e), or (yII) any other form, certification, documentation or proof which is reasonably requested by any Borrower or the Borrower, Administrative Agent or (b) a determination by a taxing authority or a court of competent jurisdiction that a form, certification, documentation or other proof provided by such Lender, Issuing Bank, Swingline Lender or the Administrative Agent to establish an exemption from such tax, assessment or other governmental charge is false or not properly completed; (all such non-excluded present or future taxes, assessments or other governmental charges and liabilities being hereinafter referred to as "than the taxes described in the preceding clauses (i) through (iv), “Indemnified Taxes"”). If any such withholding is so required, the applicable Borrower 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, Issuing Bank, Swingline Lender and the Administrative Agent and each Lender is free and clear of any such taxes that are Indemnified Taxes (including Indemnified Taxes on such additional amount) and is equal to the amount that such Lender, Issuing Bank, Swingline Lender or the Administrative Agent or such Lender (as the case may be) would have received had such withholding of any Indemnified Taxes not been made. If the Agent or any Lender pays any amount in respect of any Indemnified Taxes, penalties or interest, the Borrower shall reimburse the Agent or that Lender for the payment on demand in the currency in which such payment was made. If the Borrower pays any Indemnified Taxes, or any penalties or interestinterest in connection therewith, it shall deliver official tax receipts evidencing the payment or certified copies thereof, or other satisfactory evidence of payment if such tax receipts have not yet been received by the such Borrower (with such tax receipts to be promptly delivered when within fifteen (15) days after being actually received), to the Agent Lender, Swingline Lender, Issuing Bank or the Lender Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) within fifteen (15) days after being actually received. If the Administrative Agent, any Issuing Bank, any Swingline Lender or any Lender pays any Indemnified Taxes which any Borrower has failed to withhold or pay to the appropriate Governmental Authority, or any penalties or interest in connection therewith, such Borrower shall reimburse the Administrative Agent, that Issuing Bank, that Swingline Lender or that Lender for the payment in the currency in which such payment was made within thirty (30) days after the receipt of written demand therefor. Such Lender, Issuing Bank, Swingline Lender or the Administrative Agent shall make written demand on the Company for reimbursement hereunder no later than ninety (90) days after the earlier of (i) the date on which such payment.Lender, Issuing Bank, Swingline Lender or the Administrative Agent makes payment of the Indemnified Taxes, penalties and interest, and (ii) the date on which the relevant taxing authority or other Governmental Authority makes written demand upon such Lender, Issuing Bank, Swingline Lender or the Administrative Agent for payment of the Indemnified Taxes, penalties and interest. Any such demand shall describe in reasonable detail such Indemnified Taxes, penalties or interest, including the amount thereof if then known to such Lender, Issuing Bank, Swingline Lender or the Administrative Agent, as the case may be. In the event that such Lender, Swingline Lender, Issuing Bank or the Administrative Agent fails to give the Company timely notice as provided herein, no Borrower shall have any obligation to pay such claim for

Payments Free of Withholding. Except as otherwise required by law and subject to Section 3.3(b), each payment by the Borrower or any Guarantor to the Agent or any Lender under this Agreement or any other Credit Document 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 each Lender and the Agent, taxes, assessments or other governmental charges (i) imposed on, based upon, or measured by its income, and branch profits, franchise and similar taxes imposed on it, by any jurisdiction in which the Agent or such Lender, as the case may be, is incorporated or maintains its principal place of business or Lending Office or which subjects the Agent or such Lender to tax by reason of a connection between the taxing jurisdiction and the Agent or such Lender (other than a connection resulting from the transactions contemplated by this Agreement); (ii) imposed as a result of a connection between the taxing jurisdiction and the Agent or such Lender, as the case may be, other than a connection resulting from the transactions contemplated by this Agreement; (iii) imposed as a result of the transfer by such Lender of its interest in this Agreement or any other Credit Document or a designation by such Lender (other than pursuant to Section 3.3(d) hereof) of a new Lending Office (other than taxes imposed as a result of any change in treaty, law or regulation after such transfer of the Lender's interest in this Agreement or any Credit Document or designation of a new Lending Office); (iv) imposed by the United States of America upon a Lender organized under the laws of a jurisdiction outside of the United States, except to the extent that such tax is imposed or increased as a result of any change in applicable law, regulation or treaty (other than any addition of or change in any "anti-treaty shopping," "limitation of benefits," or similar provision applicable to a treaty) after the Effective Date date hereof, in the case of each Lender originally a party hereto or, in the case of any Purchasing Lender (as defined in Section 10.10), after the date on which it becomes a Lender;; and (v) which would not have been imposed but for (a) the failure of the Agent or any Lender, as the case may be, to provide (x) an Internal Revenue Service Form 1001 or 4224, as the case may be, or any substitute or successor form prescribed by the Internal Revenue Service pursuant to Section 3.3(b) below, or (y) any other certification, documentation or proof which is could reasonably be requested by the Borrower, or (b) a determination by a taxing authority or a court of competent jurisdiction that a certification, documentation or other proof provided by such Lender or the Agent to establish an exemption from such tax, assessment or other governmental charge is false (all such non-excluded taxes, assessments or other governmental charges and liabilities being hereinafter referred to as "Indemnified TaxesINDEMNIFIED TAXES"). If any such withholding is so required, the Borrower or such 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 the Agent and each Lender is free and clear of such Indemnified Taxes (including Indemnified Taxes on such additional amount) and is equal to the amount that the Agent or such Lender (as the case may be) would have received had such withholding not been made. If the Agent or any Lender pays any amount in respect of any Indemnified Taxes, penalties or interest, the Borrower or such Guarantor, as applicable, shall reimburse the Agent or that Lender for the payment on demand in the currency in which such payment was made. If the Borrower or any Guarantor pays any Indemnified Taxes, penalties or interest, it shall deliver official tax receipts evidencing the payment or certified copies thereof, or other satisfactory evidence of payment if such tax receipts have not yet been received by the Borrower or such Guarantor (with such tax receipts to be promptly delivered when actually received), to the Agent or the Lender on whose account such withholding was made (with a copy to the Agent if not the recipient of the original) within fifteen ten (1510) days of such payment.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 3.3(b), each payment by the Borrower to the Agent or any Lender under this Agreement or any other Credit Document 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 is domiciled, any jurisdiction from which the Borrower makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein, excluding, in the case of each Lender and the Agent, taxes, assessments or other governmental charges (i) imposed on, based upon, or measured by its income, and branch profits, franchise and similar taxes imposed on it, by any jurisdiction in which the Agent or such Lender, as the case may be, is incorporated or maintains its principal place of business or Lending Office or which subjects the Agent or such Lender to tax by reason of a connection between the taxing jurisdiction and the Agent or such Lender (other than a connection resulting from the transactions contemplated by this Agreement); (ii) imposed as a result of a connection between the taxing jurisdiction and the Agent or such Lender, as the case may be, other than a connection resulting from the transactions contemplated by this Agreement; (iii) imposed as a result of the transfer by such Lender of its interest in this Agreement or any other Credit Document or a designation by such Lender (other than pursuant to Section 3.3(d) hereof) of a new Lending Office (other than taxes imposed as a result of any change in treaty, law or regulation after such transfer of the Lender's interest in this Agreement or any Credit Document or designation of a new Lending Office); (iv) imposed by the United States of America upon a Lender organized under the laws of a jurisdiction outside of the United States, except to the extent that such tax is imposed or increased as a result of any change in applicable law, regulation or treaty (other than any addition of or change in any "anti-treaty shopping," "limitation of benefits," or similar provision applicable to a treaty) after the Effective Date hereof, in the case of each Lender originally a party hereto or, in the case of any Purchasing Lender (as defined in Section 10.10), after the date on which it becomes a Lender;; and (v) which would not have been imposed but for (a) the failure of the Agent or any Lender, as the case may be, to provide (x) an Internal Revenue Service Form 1001 or 4224, as the case may be, or any substitute or successor form prescribed by the Internal Revenue Service pursuant to Section 3.3(b) below, or (y) any other certification, documentation or proof which is reasonably requested by the Borrower, or (b) a determination by a taxing authority or a court of competent jurisdiction that a certification, documentation or other proof provided by such Lender or the Agent to establish an exemption from such tax, assessment or other governmental charge is false (all such non-excluded taxes, assessments or other governmental charges and liabilities being hereinafter referred to as "Indemnified Taxes"). If any such withholding is so required, the Borrower 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 the Agent and each Lender is free and clear of such Indemnified Taxes (including Indemnified Taxes on such additional amount) and is equal to the amount that the Agent or such Lender (as the case may be) would have received had such withholding not been made. If the Agent or any Lender pays any amount in respect of any Indemnified Taxes, penalties or interest, the Borrower shall reimburse the Agent or that Lender for the payment on demand in the currency in which such payment was made. If the Borrower pays any Indemnified Taxes, penalties or interest, it shall deliver official tax receipts evidencing the payment or certified copies thereof, or other satisfactory evidence of payment if such tax receipts have not yet been received by the Borrower (with such tax receipts to be promptly delivered when actually received), to the Agent or the Lender on whose account such withholding was made (with a copy to the Agent if not the recipient of the original) within fifteen (15) days of such payment.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 3.3(b)law, each payment by or on behalf of the Borrower Credit Parties to the any Lender, Issuing Bank, or Agent or any Lender under this Agreement or any other Credit Document shall be made without withholding for or on account of any present Taxes. If any such withholding is so required by law (as determined in the reasonable discretion of an applicable Withholding Agent), the applicable Withholding Agent shall be entitled to make the withholding and shall pay the amount withheld to the appropriate Governmental Authority before penalties attach thereto or future taxes (other than overall net income taxes on interest accrues thereon. Moreover, in the recipient) imposed by or within the jurisdiction in which the Borrower is domiciled, case of any jurisdiction from which the Borrower makes any payment, or (in each case) any political subdivision or taxing authority thereof or thereinsuch Taxes, excluding, in the case of each Lender Lender, Issuing Bank, and the Agent, taxesthe following Taxes (whether imposed on or with respect to such Lender, assessments Issuing Bank, or other governmental chargesAgent or required to be withheld or deducted from any payment by or on account of any obligation of any Credit Party under any Credit Document): (i) Taxes imposed on, based upon, or measured by its net income, profits, gains, overall revenues or receipts, and branch profits, franchise and similar taxes imposed on itTaxes, by any jurisdiction in which the Agent or such Lendereach case, as the case may be, is incorporated or maintains its principal place of business or Lending Office or which subjects the Agent or such Lender to tax by reason of a connection between the taxing jurisdiction and the Agent or such Lender (other than a connection resulting from the transactions contemplated by this Agreement); (iix) imposed as a result of a connection between the taxing jurisdiction and the Agent or such Lender, as Issuing Bank or Agent being organized under the laws of, or having a principal office or, in the case may beof any Lender (or Issuing Bank), other than a connection resulting from its applicable lending office (or issuing office) located in, the transactions contemplated by this Agreementjurisdiction that imposed such Tax (or any political subdivision thereof) or (y) that are Other Connection Taxes; (iiiii) Taxes imposed as a result of the transfer by such Lender of its interest in this Agreement or any other Credit Document or a designation by such Lender (other than pursuant to Section 3.3(dFATCA) hereof) of a new Lending Office (other than taxes imposed as a result of any change in treaty, law or regulation after such transfer of the Lender's interest in this Agreement or any Credit Document or designation of a new Lending Office); (iv) imposed by the United States of America upon (or any political subdivision thereof or Tax authority therein) on or with respect to a Lender Lender, Issuing Bank, or Agent organized under the laws of a jurisdiction outside of the United States, except to the extent that such tax Tax is imposed or increased as a result of any change in applicable law, regulation or treaty (other than any addition of or change in any "“anti-treaty shopping," "” “limitation of benefits," ” or similar provision applicable to a treaty) (x) after the Effective Date date hereof, in the case of each Lender Lender, Issuing Bank, or Agent originally a party hereto orhereto, (y) in the case of any Purchasing Lender (as defined in Section 10.1011.11(b)) or other Issuing Bank or Agent, after the date on which it becomes a Lender, Issuing Bank or Agent, as the case may be (unless such Purchasing Lender or Issuing Bank acquired its interest following a request by the Borrower under Section 9.6) or (z) after the designation by such Lender, Issuing Bank, or Agent of a new Lending Office (other than pursuant to this Section 3.3(a) or Section 9.3(c)); except in each case to the extent that, pursuant to this Section 3.3(a), amounts with respect to such Taxes were payable either to such Lender’s, Issuing Bank’s, or Agent’s assignor immediately before such Lender, Issuing Bank, or Agent became a party hereto or to such Lender, Issuing Bank, or Agent immediately before it changed its Lending Office; (viii) Taxes imposed pursuant to FATCA on or with respect to a Lender, Issuing Bank, or Agent organized under the laws of a jurisdiction outside of the United States; (iv) Taxes which would not have been imposed but for (ax) the failure of the Agent such Lender, Issuing Bank, or any LenderAgent, as the case may be, to provide on a timely basis (xI) an Internal Revenue Service Form 1001 or 4224, as the case may be, or any substitute or successor form applicable forms prescribed by the Internal Revenue Service Service, as required pursuant to Section 3.3(b) belowand Section 3.3(d), or (yII) any other form, certification, documentation or proof which is reasonably requested by any Credit Party or the Borrower, Administrative Agent or (by) a determination by a taxing authority or a court of competent jurisdiction that a form, certification, documentation or other proof provided by such Lender Lender, Issuing Bank, or the Agent to establish an exemption from such taxTax, assessment or other governmental charge is false or not properly completed; (v) Taxes consisting of any Bank Xxxx; (vi) any documentary, stamp or similar taxes, including interest and penalties, or VAT which shall be dealt with in accordance with Section 11.3 and Section 11.4; (all such non-excluded taxesTaxes, assessments other than the Taxes described in the preceding clauses (i) through (vi), imposed on or other governmental charges and liabilities being hereinafter referred with respect to as "any payment made by or on account of any obligation of any Credit Party under a Credit Document, “Indemnified Taxes"”). If any such withholding is so required, the Borrower applicable Credit Party 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 the each Lender, Issuing Bank, and Agent and each Lender is free and clear of any such Taxes that are Indemnified Taxes (including Indemnified Taxes on such additional amount) and is equal to the amount that the such Lender, Issuing Bank or Agent or such Lender (as the case may be) would have received had such withholding of any Indemnified Taxes not been made. If the any Credit Party deducts or withholds any Taxes from any payments to a Lender, Issuing Bank or Agent or any Lender pays any amount in respect of any Indemnified Taxes, penalties or interest, the Borrower shall reimburse the Agent or that Lender for the payment on demand interest in the currency in which such payment was made. If the Borrower pays any Indemnified Taxes, penalties or interestconnection therewith, it shall deliver official tax receipts evidencing the payment or certified copies thereof, or other satisfactory evidence of payment if such tax receipts have not yet been received by the Borrower such Credit Party (with such tax receipts to be promptly delivered when within fifteen (15) days after being actually received), to the Lender, Issuing Bank or Agent or the Lender on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) within fifteen (15) days after being actually received, provided that such Credit Party will not be in breach of this Section 3.3(a) if it delivers such evidence as soon as reasonably practicable after the expiry of such paymentperiod. If any Agent, any Issuing Bank or any Lender pays any Indemnified Taxes, including in the event that any Withholding Agent has failed to withhold or pay such Indemnified Taxes to the appropriate Governmental Authority, or any penalties or interest in connection therewith, the applicable Credit Party shall indemnify that Agent, that Issuing Bank or that Lender for the full amount of such Indemnified Taxes (including any Indemnified Taxes imposed on payments made pursuant to this Section 3.3(a)) in the currency in which such payment was made within thirty (30) days after the receipt of written demand therefor. Such Lender, Issuing Bank, or Agent shall make written demand on the Borrower for reimbursement hereunder no later than xxxxxx (90) days after the earlier of (x) the date on which such Lender, Issuing Bank or Agent makes payment of the Indemnified Taxes, penalties and interest and (y) the date on which the relevant taxing authority or other Governmental Authority makes written demand upon such Lender, Issuing Bank or Agent for payment of the Indemnified Taxes, penalties and interest. Any such demand shall describe in reasonable detail such Indemnified Taxes, penalties or interest, including the amount thereof if then known to such Lender, Issuing Bank or Agent, as the case may be. In the event that such Lender, Issuing Bank or Agent fails to give the Borrower timely notice as provided herein, no Credit Party shall have any obligation to pay such claim for reimbursement to the extent that such claim exceeds the amount which would have been claimed if such notice had been timely given. If a Credit Party is or will be required to pay an additional amount to a Lender, an Issuing Bank or Agent pursuant to this Section 3.3(a), then such payee shall use reasonable efforts to take requested measures (including changing the jurisdiction of its Lending Office) so as to reduce or eliminate any such amounts which may thereafter accrue, if such change would not otherwise be materially disadvantageous to such payee or result in any unreimbursed cost or expense to such payee. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender, Issuing Bank, or Agent in connection with any such measures requested by the Company.

Payments Free of Withholding. Except as otherwise required by law and subject to Section 3.3(b), each payment by the Borrower Borrowers to any Lender, the Swingline Lender or the Administrative Agent or any Lender under this Agreement or any other Credit Document shall be made without withholding for or on account of any present or future taxes. If any such withholding is so required (as determined in the reasonable discretion of the applicable Borrower), the applicable Borrower shall make the withholding and pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon. Moreover, in the case of any such present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the applicable Borrower is domiciledincorporated, any jurisdiction from which the applicable Borrower makes any paymentpayment under this Agreement or any other Credit Document, or (in each case) any political subdivision or taxing authority thereof or therein, excluding, in the case of each Lender, the Swingline Lender and the Administrative Agent, the following taxes, assessments or other governmental charges: (i) taxes imposed on, based upon, or measured by its such Lender’s, the Swingline Lender’s or the Administrative Agent’s net income, profits, gains, overall revenues or receipts, and branch profits, franchise and similar taxes imposed on it, by any jurisdiction in which the Agent or ; (ii) taxes imposed on such Lender, the Swingline Lender or the Administrative Agent as the case may be, is incorporated or maintains its principal place of business or Lending Office or which subjects the Agent or such Lender to tax by reason a result of a present or former connection between the taxing jurisdiction and the Agent or such Lender (other than a connection resulting from the transactions contemplated by this Agreement); (ii) imposed as a result of a connection between the taxing jurisdiction and the Agent or such Lender, the Swingline Lender or Administrative Agent, or any owner or affiliate thereof, as the case may be, other than a connection resulting solely from the transactions contemplated by this Agreement; (iii) taxes imposed as a result of the transfer by such Lender, the Swingline Lender or Administrative Agent of its interest in this Agreement or any other Credit Document or a designation by such Lender, the Swingline Lender or the Administrative Agent (other than pursuant to Section 3.3(d) hereof8.3(c)) of a new Lending Office (other than taxes imposed as a result of any change in treaty, law or regulation after such transfer of such Lender’s, the Swingline Lender's ’s or the Administrative Agent’s interest in this Agreement or any other Credit Document or designation of a new Lending Office); (iv) taxes imposed by the United States of America (or any political subdivision thereof or tax authority therein) upon a Lender, Swingline Lender or Administrative Agent organized under the laws of a jurisdiction outside of the United States, except to the extent that such tax is imposed or increased as a result of any change in applicable law, regulation or treaty (other than any addition of or change in any "“anti-treaty shopping," "” “limitation of benefits," ” or similar provision applicable to a treaty) after the Effective Date date hereof, in the case of each Lender, Swingline Lender or Administrative Agent originally a party hereto or, in the case of any Purchasing Lender (as defined in Section 10.1010.10(b)) or Administrative Agent, after the date on which it becomes a Lender;Lender or Administrative Agent, as the case may be; or (v) taxes which would not have been imposed but for (a) the failure of such Lender, the Agent Swingline Lender or any Lenderthe Administrative Agent, as the case may be, to provide on a timely basis (xI) an Internal Revenue Service Form 1001 or 4224, as the case may be, or any substitute or successor form applicable forms prescribed by the Internal Revenue Service Service, as required pursuant to Section 3.3(b) below(unless excused pursuant to Section 3.3(c)), or (yII) any other form, certification, documentation or proof which is reasonably requested by the BorrowerCompany, or (b) a determination by a taxing authority or a court of competent jurisdiction that a form, certification, documentation or other proof provided by such Lender, the Swingline Lender or the Administrative Agent to establish an exemption from such tax, assessment or other governmental charge is false or not properly completed; (all such non-excluded present or future taxes, assessments or other governmental charges and liabilities excluding only the taxes described in the preceding clauses (i) through (v), being hereinafter referred to as "“Indemnified Taxes"”). If any such withholding is so required, the applicable Borrower 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, the Swingline Lender and the Administrative Agent and each Lender is free and clear of such Indemnified Taxes (including Indemnified Taxes on such additional amount) and is equal to the amount that such Lender, the Swingline Lender or the Administrative Agent or such Lender (as the case may be) would have received had such withholding of any Indemnified Taxes not been made. If the Agent or any Lender pays any amount in respect of any Indemnified Taxes, penalties or interest, the Borrower shall reimburse the Agent or that Lender for the payment on demand in the currency in which such payment was made. If the Borrower pays any Indemnified Taxes, or any penalties or interestinterest in connection therewith, it shall deliver official tax receipts evidencing the payment or certified copies thereof, or other satisfactory evidence of payment if such tax receipts have not yet been received by the such Borrower (with such tax receipts to be promptly delivered when within fifteen (15) days after being actually received), to the Agent Lender, the Swingline Lender or the Lender Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) ). If the Administrative Agent, the Swingline Lender or any Lender pays any Indemnified Taxes which any Borrower has failed to withhold or pay to the appropriate governmental authority, or any penalties or interest in connection therewith, such Borrower shall reimburse the Administrative Agent, the Swingline Lender or that Lender for such payment within fifteen thirty (1530) days after the receipt of written demand therefor. Such Lender, the Swingline Lender or the Administrative Agent shall make written demand on the Company for reimbursement hereunder no later than ninety (90) days after the earlier of (i) the date on which such Lender, the Swingline Lender or the Administrative Agent makes payment of the Indemnified Taxes, penalties and interest, and (ii) the date on which the relevant taxing authority or other governmental authority makes written demand upon such Lender, the Swingline Lender or the Administrative Agent for payment of the Indemnified Taxes, penalties and interest. Any such demand shall describe in reasonable detail such Indemnified Taxes, penalties or interest, including the amount thereof if then known to such Lender, the Swingline Lender or the Administrative Agent, as the case may be. In the event that such Lender, the Swingline Lender or the Administrative Agent fails to give the Company timely notice as provided herein, no Borrower shall have any obligation to pay such claim for reimbursement. In the event that any taxing authority notifies a Borrower that it has improperly failed to withhold any taxes (other than Indemnified Taxes) from a payment to any Lender, the Swingline Lender or the Administrative Agent under this Agreement or any other Credit Document, such Borrower shall timely and fully pay such taxes to such taxing authority and such Lender, Swingline Lender or Administrative Agent, as the case may be, shall pay the amount of such paymenttaxes to such Borrower within thirty (30) days after the receipt of written demand therefor. If a Borrower is or will be required to pay an additional amount to a Lender, the Swingline Lender or the Administrative Agent pursuant to this Section 3.3(a), then such payee shall use reasonable efforts to take requested measures (including, without limitation, changing the jurisdiction of its Lending Office) so as to reduce or eliminate any such amounts which may thereafter accrue, if such change would not otherwise be materially disadvantageous to such payee.