Common use of Payments Net of Certain Taxes Clause in Contracts

Payments Net of Certain Taxes. Any and all payments by the Borrower to or for the account of any Lender or any Agent hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges and withholdings and all liabilities with respect thereto, excluding: (i) taxes imposed on or measured by the net income (including branch profits or similar taxes) of, and gross receipts, franchise or similar taxes imposed on, any Agent or any Lender by the jurisdiction (or subdivision thereof) under the laws of which such Lender or Agent is organized or in which its principal executive office is located or, in the case of each Lender, in which its Applicable Lending Office is located, (ii) in the case of each Lender, any United States withholding tax imposed on such payments, but only to the extent that such Lender is subject to United States withholding tax at the time such Lender first becomes a party to this Agreement or changes its Applicable Lending Office, (iii) any backup withholding tax imposed by the United States (or any state or locality thereof) on a Lender or Administrative Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code, and (iv) any taxes imposed by FATCA (all such nonexcluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any other Loan Document to any Lender or any Agent, (i) the sum payable shall be increased as necessary so that after making all such required deductions (including deductions applicable to additional sums payable under this Section 2.17(a)) such Lender or Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law and (iv) the Borrower shall furnish to the Administrative Agent, for delivery to such Lender, the original or a certified copy of a receipt evidencing payment thereof.

Payments Net of Certain Taxes. Any and all payments by the Borrower to or for the account of any Lender or any Agent hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges and withholdings and all liabilities with respect thereto, excluding: (i) taxes imposed on or measured by the net income (including branch profits or similar taxes) of, and gross receipts, franchise or similar taxes imposed on, any Agent or any Lender by the jurisdiction (or subdivision thereof) under the laws of which such Lender or Agent is organized or in which its principal executive office is located or, in the case of each Lender, in which its Applicable Lending Office is located, and (ii) in the case of each Lender, any United States withholding tax imposed on such payments, but only to the extent that such Lender is subject to United States withholding tax at the time such Lender first becomes a party to this Agreement or changes its Applicable Lending Office, (iii) any backup withholding tax imposed by the United States (or any state or locality thereof) on a Lender or Administrative Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code, and (iv) any taxes imposed by FATCA Office (all such nonexcluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any other Loan Document to any Lender or any Agent, (i) the sum payable shall be increased as necessary so that after making all such required deductions (including deductions applicable to additional sums payable under this Section 2.17(a2.16(a)) such Lender or Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law and (iv) the Borrower shall furnish to the Administrative Agent, for delivery to such Lender, the original or a certified copy of a receipt evidencing payment thereof.

Payments Net of Certain Taxes. Any and all payments by the Borrower to or for the account of any Lender or any Agent hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges and withholdings and all liabilities with respect thereto, excluding: (i) taxes imposed on or measured by the net income (including branch profits or similar taxes) of, and gross receipts, franchise or similar taxes imposed on, any Agent or any Lender by the jurisdiction (or subdivision thereof) under the laws of which such Lender or Agent is organized or in which its principal executive office is located or, in the case of each Lender, in which its Applicable Lending Office is located, and (ii) in the case of each Lender, any United States withholding tax imposed on such payments, but only to the extent that such Lender is subject to United States withholding tax at the time such Lender first becomes a party to this Agreement or changes its Applicable Lending Office, (iii) any backup withholding tax imposed by the United States (or any state or locality thereof) on a Lender or Administrative Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code, and (iv) any taxes imposed by FATCA Office (all such nonexcluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “"Taxes”"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any other Loan Document to any Lender or any Agent, (i) the sum payable shall be increased as necessary so that after making all such required deductions (including deductions applicable to additional sums payable under this Section 2.17(a2.16(a)) such Lender or Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law and (iv) the Borrower shall furnish to the Administrative Agent, for delivery to such Lender, the original or a certified copy of a receipt evidencing payment thereof.

Payments Net of Certain Taxes. Any and all payments by the Borrower to or for the account of any Lender or any Agent hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges and withholdings and all liabilities with respect thereto, excluding: (i) taxes imposed on or measured by the net income (including branch profits or similar taxes) of, and gross receipts, franchise or similar taxes imposed on, any Agent or any Lender by the jurisdiction (or subdivision thereof) under the laws of which such Lender or Agent is organized or in which its principal executive office is located or, in the case of each Lender, in which its Applicable Lending Office is located, and (ii) in the case of each Lender, any United States withholding tax imposed on such payments, but only to the extent that such Lender is subject to United States withholding tax at the time such Lender first becomes a party to this Agreement or changes its Applicable Lending Office, (iii) any backup withholding tax imposed by the United States (or any state or locality thereof) on a Lender or Administrative Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code, and (iv) any taxes imposed by FATCA Office (all such nonexcluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any other Loan Document to any Lender or any Agent, (i) the sum payable shall be increased as necessary so that after making all such required deductions (including deductions applicable to additional sums payable under this Section 2.17(a)) such Lender or Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law and (iv) the Borrower shall furnish to the Administrative Agent, for delivery to such Lender, the original or a certified copy of a receipt evidencing payment thereof.

Payments Net of Certain Taxes. Any and all payments made by the Borrower to or for the account of any Lender or any Agent hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges and withholdings and all liabilities with respect theretoTaxes, excluding: (i) taxes Taxes imposed on or measured by the net income (including branch profits or similar taxesTaxes) of, and gross receipts, franchise or similar taxes Taxes imposed on, any Agent or any Lender (a) by the jurisdiction (or subdivision thereof) under the laws of which such Lender or Agent is organized or in which its principal executive office is located or, in the case of each Lender, in which its Applicable Lending Office is locatedlocated or (b) that are Other Connection Taxes, (ii) in the case of each Lender, any United States withholding tax Tax imposed on such payments, but only to the extent that such Lender is subject to United States withholding tax Tax at the time such Lender first becomes a party to this Agreement or changes its Applicable Lending Office, (iii) any backup withholding tax Tax imposed by the United States (or any state or locality thereof) on a Lender or Administrative Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue CodeAgent, and (iv) any taxes Taxes imposed by FATCA (all such nonexcluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities Taxes being hereinafter referred to as “Indemnified Taxes”). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any other Loan Document to any Lender or any Agent, (i) if the Tax represents an Indemnified Tax, the sum payable shall be increased as necessary so that after making all such required deductions (including deductions applicable to additional sums payable under this Section 2.17(a)) such Lender or Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority Governmental Authority in accordance with applicable law and (iv) the Borrower shall furnish to the Administrative Agent, for delivery to such Lender, the original or a certified copy of a receipt evidencing payment thereof.. (b)

Payments Net of Certain Taxes. Any and all payments made by the Borrower to or for the account of any Lender or any Agent hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges and withholdings and all liabilities with respect thereto, excluding: (i) taxes imposed on or measured by the net income (including branch profits or similar taxes) of, and gross receipts, franchise or similar taxes imposed on, any Agent or any Lender by the jurisdiction (or subdivision thereof) under the laws of which such Lender or Agent is organized or in which its principal executive office is located or, in the case of each Lender, in which its Applicable Lending Office is located, (ii) in the case of each Lender, any United States withholding tax imposed on such payments, but only to the extent that such Lender is subject to United States withholding tax at the time such Lender first becomes a party to this Agreement or changes its Applicable Lending Office, (iii) any backup withholding tax imposed by the United States (or any state or locality thereof) on a Lender or Administrative Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue CodeAgent, and (iv) any taxes imposed by FATCA (all such nonexcluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any other Loan Document to any Lender or any Agent, (i) the sum payable shall be increased as necessary so that after making all such required deductions (including deductions applicable to additional sums payable under this Section 2.17(a)) such Lender or Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law and (iv) the Borrower shall furnish to the Administrative Agent, for delivery to such Lender, the original or a certified copy of a receipt evidencing payment thereof.

Payments Net of Certain Taxes. Any and all payments made by the Borrower to or for the account of any Lender or any Agent hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges and withholdings and all liabilities with respect theretoTaxes, excluding: (i) taxes Taxes imposed on or measured by the net income (including branch profits or similar taxesTaxes) of, and gross receipts, franchise or similar taxes Taxes imposed on, any Agent or any Lender (a) by the jurisdiction (or subdivision thereof) under the laws of which such Lender or Agent is organized or in which its principal executive office is located or, in the case of each Lender, in which its Applicable Lending Office is locatedlocated or (b) that are Other Connection Taxes, (ii) in the case of each Lender, any United States withholding tax Tax imposed on such payments, but only to the extent that such Lender is subject to United States withholding tax Tax at the time such Lender first becomes a party to this Agreement or changes its Applicable Lending Office, (iii) any backup withholding tax Tax imposed by the United States (or any state or locality thereof) on a Lender or Administrative Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue CodeAgent, and (iv) any taxes Taxes imposed by FATCA (all such nonexcluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Indemnified Taxes”). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any other Loan Document to any Lender or any Agent, (i) if the Tax represents an Indemnified Tax, the sum payable shall be increased as necessary so that after making all such required deductions (including deductions applicable to additional sums payable under this Section 2.17(a)) such Lender or Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority Governmental Authority in accordance with applicable law and (iv) the Borrower shall furnish to the Administrative Agent, for delivery to such Lender, the original or a certified copy of a receipt evidencing payment thereof.. (b)

Payments Net of Certain Taxes. Any and all payments made by the Borrower to or for the account of any Lender or any Agent hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges and withholdings and all liabilities with respect theretoTaxes, excluding: (i) taxes Taxes imposed on or measured by the net income (including branch profits or similar taxesTaxes) of, and gross receipts, franchise or similar taxes Taxes imposed on, any Agent or any Lender (a) by the jurisdiction (or subdivision thereof) under the laws of which such Lender or Agent is organized or in which its principal executive office is located or, in the case of each Lender, in which its Applicable Lending Office is locatedlocated or (b) that are Other Connection Taxes, (ii) in the case of each Lender, any United States withholding tax Tax imposed on such payments, but only to the extent that such Lender is subject to United States withholding tax Tax at the time such Lender first becomes a party to this Agreement or changes its Applicable Lending Office, (iii) any backup withholding tax Tax imposed by the United States (or any state or locality thereof) on a Lender or Administrative Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue CodeAgent, and (iv) any taxes Taxes imposed by FATCA (all such nonexcluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities Taxes being hereinafter referred to as “Indemnified Taxes”). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any other Loan Document to any Lender or any Agent, (i) if the Tax represents an Indemnified Tax, the sum payable shall be increased as necessary so that after making all such required deductions (including deductions applicable to additional sums payable under this Section 2.17(a)) such Lender or Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority Governmental Authority in accordance with applicable law and (iv) the Borrower shall furnish to the Administrative Agent, for delivery to such Lender, the original or a certified copy of a receipt evidencing payment thereof.

Payments Net of Certain Taxes. Any and all payments made by the Borrower or on account of any Loan Party to or for the account of any Lender or any the Administrative Agent hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges and withholdings and all liabilities with respect thereto, excluding: (i) taxes imposed on or measured by the net income (including branch profits or similar taxes) of, and gross receipts, franchise or similar taxes imposed on, any the Administrative Agent or any Lender by the jurisdiction (or subdivision thereof) under the laws of which such Lender or the Administrative Agent is organized or in which its principal executive office is located or, in the case of each Lender, in which its Applicable Lending Office is located, (ii) in the case of each Lender, any United States withholding tax imposed on such payments, but only to the extent that such Lender is subject to United States withholding tax at the time such Lender first becomes a party to this Agreement or changes its Applicable Lending Office, (iii) any backup withholding tax imposed by the United States (or any state or locality thereof) on a Lender or Administrative Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue CodeAgent, and (iv) any taxes imposed by FATCA (all such nonexcluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If the Borrower any Loan Party shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any other Loan Document to any Lender or any the Administrative Agent, (i) the sum payable shall be increased as necessary so that after making all such required deductions (including deductions applicable to additional sums payable under this Section 2.17(a)) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower such Loan Party shall make such deductions, (iii) the Borrower such Loan Party shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law and (iv) the Borrower such Loan Party shall furnish to the Administrative Agent, for delivery to such Lender, the original or a certified copy of a receipt evidencing payment thereof.

Payments Net of Certain Taxes. Any and all payments by or on account of any obligation of the Borrower to or for the account of any Lender or any the Agent hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges and withholdings and all liabilities with respect thereto, excluding: (i) taxes imposed on or measured by the net income (including branch profits or similar taxes) of, and gross receipts, franchise or similar taxes imposed on, any the Agent or any Lender by the jurisdiction (or subdivision thereof) under the laws of which such Lender or Agent is organized or in which its principal executive office is located or, in the case of each Lender, in which its Applicable Lending Office is located, (ii) branch profits or similar taxes imposed by reason of any present or former connection between such Lender or Agent and the jurisdiction (or subdivision thereof) imposing such taxes, other than solely as a result of the execution and delivery of this Agreement or the performance of any action provided for hereunder, (iii) in the case of each Lender, any United States withholding tax imposed on such payments, but only to the extent that such Lender is subject to United States withholding tax at the time such Lender first becomes a party to this Agreement or changes its Applicable Lending Office, (iiiiv) any backup withholding tax imposed by the United States (or any state or locality thereof) on a Lender or Administrative Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code, and (ivv) any taxes imposed by FATCA (all such nonexcluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If the Borrower or Administrative Agent shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any other Loan Document to any Lender or any the Agent, (i) the sum payable by the Borrower shall be increased as necessary so that after making all such required deductions (including deductions applicable to additional sums payable under this Section 2.17(a2.09(a)) such Lender or Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower or Administrative Agent, as applicable, shall make such deductions, (iii) the Borrower or Administrative Agent, as applicable, shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law and (iv) if such deduction is made by the Borrower, the Borrower shall furnish to the Administrative Agent, for delivery to such Lender, the original or a certified copy of a receipt evidencing payment thereof.

Payments Net of Certain Taxes. Any and all payments made by the Borrower to or for the account of any Lender or any Agent hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges and withholdings and all liabilities with respect theretoTaxes, excluding: (i) taxes Taxes imposed on or measured by the net income (including branch profits or similar taxesTaxes) of, and gross receipts, franchise or similar taxes Taxes imposed on, any Agent or any Lender (a) by the jurisdiction (or subdivision thereof) under the laws of which such Lender or Agent is organized or in which its principal executive office is located or, in the case of each Lender, in which its Applicable Lending Office is locatedlocated or (b) that are Other Connection Taxes, (ii) in the case of each Lender, any United States withholding tax Tax imposed on such payments, but only to the extent that such Lender is subject to United States withholding tax Tax at the time such Lender first becomes a party to this Agreement or changes its Applicable Lending Office, (iii) any backup withholding tax Tax imposed by the United States (or any state or locality thereof) on a Lender or Administrative Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue CodeAgent, and (iv) any taxes Taxes imposed by FATCA (all such nonexcluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Indemnified Taxes”). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any other Loan Document to any Lender or any Agent, (i) if the Tax represents an Indemnified Tax, the sum payable shall be increased as necessary so that after making all such required deductions (including deductions applicable to additional sums payable under this Section 2.17(a)) such Lender or Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law and (iv) the Borrower shall furnish to the Administrative Agent, for delivery to such Lender, the original or a certified copy of a receipt evidencing payment thereof.the

Payments Net of Certain Taxes. Any and all payments by the Borrower Company to or for the account of any Lender or any Agent CIBC hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges and withholdings and all liabilities with respect thereto, excluding: (i) taxes imposed on or measured by the net income (including branch profits or similar taxes) of, and gross receipts, franchise or similar taxes imposed on, any Agent or any Lender CIBC by the jurisdiction (or subdivision thereof) under the laws of which such Lender or Agent CIBC is organized or in which its principal executive office is located or, in the case of each Lender, in which its Applicable Lending Office is located, (ii) in the case of each Lender, any United States withholding tax imposed on such payments, but only to the extent that such Lender CIBC is subject to United States withholding tax at the time such Lender CIBC first becomes a party to this Agreement or changes its Applicable Lending Office, (iii) any backup withholding tax imposed by the United States (or any state or locality thereof) on a Lender or Administrative Agent that CIBC if it is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code, and (iv) any taxes imposed by FATCA (all such nonexcluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If the Borrower Company shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any other Loan Document to any Lender or any AgentCIBC, (i) the sum payable shall be increased as necessary so that after making all such required deductions (including deductions applicable to additional sums payable under this Section 2.17(a4.7(a)) such Lender or Agent (as the case may be) CIBC receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower Company shall make such deductions, (iii) the Borrower Company shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law and (iv) the Borrower Company shall furnish to the Administrative Agent, for delivery to such Lender, CIBC the original or a certified copy of a receipt evidencing payment thereof.

Payments Net of Certain Taxes. Any and all payments by the Borrower any Loan Party to or for the account of the Administrative Agent or any Lender or any Agent hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges and assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, excluding: (i) , in the case of the Administrative Agent and each Lender, taxes imposed on or measured by the its overall net income, and franchise taxes imposed on it (in lieu of net income (including branch profits or similar taxes) of), and gross receipts, franchise or similar taxes imposed on, any Agent or any Lender by the jurisdiction (or any political subdivision thereof) under the laws Laws of which the Administrative Agent or such Lender or Agent Lender, as the case may be, is organized or in which its principal executive maintains a lending office is located or, in the case of each Lender, in which its Applicable Lending Office is located, (ii) in the case of each Lender, any United States withholding tax imposed on such payments, but only to the extent that such Lender is subject to United States withholding tax at the time such Lender first becomes a party to this Agreement or changes its Applicable Lending Office, (iii) any backup withholding tax imposed by the United States (or any state or locality thereof) on a Lender or Administrative Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code, and (iv) any taxes imposed by FATCA (all such nonexcluded non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If the Borrower shall be required by law any Laws to deduct any Taxes from or in respect of any sum payable hereunder or under any other Loan Document to any Lender the Administrative Agent or any AgentLender, (i) the sum payable shall be increased as necessary so that after making all such required deductions (including deductions applicable to additional sums payable under this Section 2.17(aSection)) , each of the Administrative Agent and such Lender or Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law Laws, and (iv) within 30 days after the date of such payment, the Borrower shall furnish to the Administrative Agent, for delivery Agent (which shall forward the same to such Lender, ) the original or a certified copy of a receipt evidencing payment thereof.

Payments Net of Certain Taxes. Any and all payments by the Borrower to or for the account of any Lender or any Agent hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges and withholdings or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender (or its Applicable Lending Office) and each Agent, taxes imposed on its income, and franchise taxes imposed on it, by: (i) taxes imposed on or measured by the net income (including branch profits or similar taxes) of, and gross receipts, franchise or similar taxes imposed on, any Agent or any Lender by the jurisdiction (or subdivision thereof) under the laws of which such Lender (or its Applicable Lending Office) or such Agent (as the case may be) is incorporated or organized or any political subdivision thereof, (ii) the jurisdiction in which its principal executive office is located or, in the case of each Lender, in which its Applicable Lending Office is located, (ii) in the case of each Lender, any United States withholding tax imposed on such payments, but only to the extent that such Lender is subject to United States withholding tax at the time such Lender first becomes a party to this Agreement or changes its Applicable Lending Office, (iii) reason of any backup withholding connection between it and the jurisdiction imposing such tax imposed by the United States (other than a connection arising from its having executed, delivered or any state performed its obligations under, or locality thereof) on a Lender received payment under or Administrative Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Codeenforced, and (iv) any taxes imposed by FATCA this Agreement (all such nonexcluded non-excluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”"TAXES"). If the Borrower or the Administrative Agent shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable hereunder under this Agreement or under any other Loan Document to any Lender or any other Agent, (i) the sum payable shall be increased as necessary so that after making all such required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 2.17(a)SECTION 3.01) such Lender or such Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductionsdeductions and withholdings, (iii) the Borrower shall pay the full amount deducted or withheld to the relevant taxation authority Governmental Authority or other authority in accordance with applicable law and (iv) the Borrower shall furnish to the Administrative Agent, for delivery to such Lenderat the office of the Administrative Agent specified in SCHEDULE 10.02, the original or a certified copy of a receipt evidencing payment thereof.

Payments Net of Certain Taxes. Any and all payments by the Borrower to or for the account of any Lender or any Agent hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges and withholdings and all liabilities with respect thereto, excluding: (i) taxes imposed on or measured by the net income (including branch profits or similar taxes) of, and gross receipts, franchise or similar taxes imposed on, any Agent or any Lender by the jurisdiction (or subdivision thereof) under the laws of which such Lender or Agent is organized or in which its principal executive office is located orlocated, or in the case of each Lender, in which its Applicable Lending Office is located, and (ii) in the case of each Lender, any United States withholding tax imposed on such payments, but only to the extent that such Lender is subject to United States withholding tax at the time such Lender first becomes a party to this Agreement or changes its Applicable Lending Office, (iii) any backup withholding tax imposed by the United States (or any state or locality thereof) on a Lender or Administrative Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code, and (iv) any taxes imposed by FATCA Office (all such nonexcluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “"Taxes”"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any other Loan Document to any Lender or any Agent, (i) the sum payable shall be increased as necessary so that after making all such required deductions (including deductions applicable to additional sums payable under this Section 2.17(a2.16(a)) such Lender or Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law and (iv) the Borrower shall furnish to the Administrative Agent, for delivery to such Lender, the original or a certified copy of a receipt evidencing payment thereof.

Payments Net of Certain Taxes. Any and all payments by the Borrower to or for the account of any Lender or any Agent Protected Party hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges and withholdings or withholdings, and all liabilities with respect thereto, excluding: (i) , in the case of each Protected Party, taxes imposed on or measured by the its net income (including branch profits or similar taxes) ofincome, and gross receiptsfranchise, franchise branch profits, capital or similar net worth taxes imposed onon it, any Agent or any Lender in each case by the jurisdiction (or subdivision thereof) under the laws of which such Lender or Agent Protected Party is organized or in which its principal executive has an office is located oror place of business, in the case other than solely on account of each Lender, in which its Applicable Lending Office is located, (ii) in the case of each Lender, any United States withholding tax imposed on such payments, but only to the extent that such Lender is subject to United States withholding tax at the time such Lender first becomes being a party to to, receiving a payment or income under, or enforcing, this Agreement or changes its Applicable Lending Officeany other Loan Document, (iii) any backup withholding tax imposed by the United States (or any state or locality thereof) on a Lender or Administrative Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code, and (iv) any taxes imposed by FATCA political subdivision thereof (all such nonexcluded non-excluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If the Borrower shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable hereunder under this Agreement or under any other Loan Document to any Lender or any AgentProtected Party, (i) the sum payable shall be increased as necessary so that after making all such required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 2.17(a)3.01) such Lender or Agent (as the case may be) Protected Party receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductionsdeductions and withholdings, (iii) the Borrower shall pay the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law Applicable Law and (iv) the Borrower shall furnish to the Administrative Agent, for delivery to such Lenderat the Agent’s Office, the original or a certified copy of a receipt evidencing payment thereof.

Payments Net of Certain Taxes. Any and all payments by the Borrower to or for the account of any Lender or any Agent hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges and withholdings and all liabilities with respect thereto, excluding: (i) taxes imposed on or measured by the net income (including branch profits or similar taxes) of, and gross receipts, franchise or similar taxes imposed on, any Agent or any the Lender by the jurisdiction (or subdivision thereof) under the laws of which such the Lender or Agent is organized or in which its principal executive office is located or, in the case of each Lender, in which its Applicable Lending Office is located, and (ii) in the case of each Lender, any United States withholding tax imposed on such payments, but only to the extent that such Lender is subject to United States withholding tax at the time such Lender first becomes a party to this Agreement or changes its Applicable Lending Office, (iii) any backup withholding tax imposed by the United States (or any state or locality thereof) on a Lender or Administrative Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code, and (iv) any taxes imposed by FATCA payments (all such nonexcluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “"Taxes”"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any other Loan Document to any Lender or any Agentthe Lender, (i) the sum payable shall be increased as necessary so that after making all such required deductions (including deductions applicable to additional sums payable under this Section 2.17(a2.13(a)) such the Lender or Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law and (iv) the Borrower shall furnish to the Administrative Agent, for delivery to such Lender, the original or a certified copy of a receipt evidencing payment thereof.

Payments Net of Certain Taxes. Any and all payments by the Borrower to or for the account of any Lender or any Agent hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges and withholdings or withholdings, and all liabilities with respect thereto, excluding: (i) , in the case of each Lender and each Agent, taxes imposed on or measured by the net income (including branch profits or similar taxes) ofits income, and gross receipts, franchise or similar taxes imposed onon it, any Agent or any Lender by the jurisdiction (or subdivision thereof) under the laws of which such Lender (or Agent is organized or in which its principal executive office is located or, in the case of each Lender, in which its Applicable Lending Office is located, (ii) in the case of each Lender, any United States withholding tax imposed on such payments, but only to the extent that such Lender is subject to United States withholding tax at the time such Lender first becomes a party to this Agreement or changes its Applicable Lending Office, ) or such Agent (iiias the case may be) any backup withholding tax imposed by the United States (is organized or any state or locality thereof) on a Lender or Administrative Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code, and (iv) any taxes imposed by FATCA political subdivision thereof (all such nonexcluded non-excluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “"Taxes”"). If the Borrower shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable hereunder under this Agreement or under any other Loan Document to any Lender or any Agent, (i) the sum payable shall be increased as necessary so that after making all such required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 2.17(a)3.01) such Lender or such Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductionsdeductions and withholdings, (iiiii) the Borrower shall pay the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law and (iv) the Borrower shall furnish to the Administrative Agent, for delivery to such Lenderat the office of the Administrative Agent specified in Section 11.02, the original or a certified copy of a receipt evidencing payment thereof.

Payments Net of Certain Taxes. Any and all payments made by the Borrower or on account of any Loan Party to or for the account of any Lender or any the Administrative Agent hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges and withholdings and all liabilities with respect thereto, excluding: (i) taxes imposed on or measured by the net income (including branch profits or similar taxes) of, and gross receipts, franchise or similar taxes imposed on, any the Administrative Agent or any Lender by the jurisdiction (or subdivision thereof) under the laws of which such Lender or the Administrative Agent is organized or in which its principal executive office is located or, in the case of each Lender, in which its Applicable Lending Office is located, (ii) in the case of each Lender, any United States withholding tax imposed on such payments, but only to the extent that such Lender is subject to United States withholding tax at pursuant to a law in effect on the time date on which such Lender first becomes a party to this Agreement or changes its Applicable Lending Office, (iii) any backup withholding tax imposed by the United States (or any state or locality thereof) on a Lender or Administrative Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue CodeAgent, and (iv) any taxes imposed by FATCA (all such nonexcluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If the Borrower any Loan Party shall be required by law to deduct any Taxes taxes from or in respect of any sum payable hereunder or under any other Loan Document to any Lender or any the Administrative Agent, (i) to the extent such taxes are included in the definition of “Taxes,” the sum payable shall be increased as necessary so that after making all such required deductions (including deductions applicable to additional sums payable under this Section 2.17(a)) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower such Loan Party shall make such deductions, (iii) the Borrower such Loan Party shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law and (iv) the Borrower such Loan Party shall furnish to the Administrative Agent, for delivery to such Lender, the original or a certified copy of a receipt evidencing payment thereof.

Payments Net of Certain Taxes. Any and all payments by the Borrower to or for the account of any Lender or any Agent Protected Party hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges and withholdings or withholdings, and all liabilities with respect theretothereto (hereinafter referred to as “Taxes”), excluding: , in the case of each Protected Party, (i) taxes Taxes imposed on or measured by the its net income (including branch profits or similar taxes) ofincome, and gross receiptsfranchise, franchise branch profits, capital or similar taxes net worth Taxes imposed onon it, any Agent or any Lender in each case by the jurisdiction (or subdivision thereof) under the laws of which such Lender or Agent Protected Party is organized or in which its principal executive has an office is located oror place of business, in the case other than solely on account of each Lenderbeing a party to, in which its Applicable Lending Office is locatedreceiving a payment or income under, or enforcing, this Agreement or any other Loan Document, or any political subdivision thereof, and (ii) in the case of each Lender, any United States U.S. federal withholding tax Taxes imposed on such payments, but only to the extent that such Lender is subject to United States withholding tax at the time such Lender first becomes a party to this Agreement or changes its Applicable Lending Office, (iii) any backup withholding tax imposed by the United States (or any state or locality thereof) on a Lender or Administrative Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code, and (iv) any taxes imposed by under FATCA (all such nonexcluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities non- excluded Taxes being hereinafter referred to as “Indemnified Taxes”). If the Borrower shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable hereunder under this Agreement or under any other Loan Document to any Lender or any AgentProtected Party, (i) if such Taxes are Indemnified Taxes, the sum payable shall be increased as necessary so that after making all such required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 2.17(a)3.01) such Lender or Agent (as the case may be) Protected Party receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductionsdeductions and withholdings, (iii) the Borrower shall pay the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law Applicable Law and (iv) the Borrower shall furnish to the Administrative Agent, for delivery to such Lenderat the Agent’s Office, the original or a certified copy of a receipt evidencing payment thereof.. (b)

Payments Net of Certain Taxes. Any and all payments by the Borrower any Loan Party to or for the account of the Administrative Agent or any Lender or any Agent hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges and assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, excluding: , in the case of the Administrative Agent and each Lender (ix) taxes imposed on or measured by the its overall net income, and franchise taxes imposed on it (in lieu of net income (including branch profits or similar taxes) of), and gross receipts, franchise or similar taxes imposed on, any Agent or any Lender by the jurisdiction (or any political subdivision thereof) under the laws Laws of which the Administrative Agent or such Lender or Agent Lender, as the case may be, is organized or in which its principal executive office is located or, in the case of each Lender, in which its Applicable Lending Office is locatedmaintains a lending office, (iiy) any U.S. branch profits taxes or any similar taxes imposed by any other jurisdiction referred to in clause (x) above and (z) in the case of each Lendera Foreign Lender other than an assignee pursuant to a request by the Borrower under Section 2.10(c)), any United States U.S. federal withholding tax imposed taxes resulting from any Law (including FATCA) in effect on the date such payments, but only to the extent that such Foreign Lender is subject to United States withholding tax at the time such Lender first becomes a party to this Agreement (or changes designates a new lending office) or is attributable to such Foreign Lender’s failure to comply with Section 10.15, except to the extent that such Foreign Lender (or its Applicable Lending Officeassignor, if any) was entitled, at the time of designation of a new lending office (iii) or assignment), to receive additional amounts from the Borrower with respect to such withholding taxes pursuant to this Section 3.01 any backup U.S. federal withholding tax imposed by the United States (or any state or locality thereof) on a Lender or Administrative Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code, and (iv) any taxes imposed by pursuant to FATCA (all such nonexcluded non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, withholdings and liabilities being hereinafter (all such non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being herein referred to as “Taxes”). If the Borrower a Withholding Agent shall be required by law any Laws to deduct any Taxes from or in respect of any sum payable hereunder or under any other Loan Document to any Lender the Administrative Agent or any AgentLender, (i) the sum payable shall be increased as necessary so that after making all such required deductions (including deductions applicable to additional sums payable under this Section 2.17(aSection)) , each of the Administrative Agent and such Lender or Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower Withholding Agent shall make such deductions, (iii) the Borrower Withholding Agent shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law Laws, and (iv) within 30 days after the date of such payment by the Borrower, the Borrower shall furnish to the Administrative Agent, for delivery Agent (which shall forward the same to such Lender, ) the original or a certified copy of a receipt evidencing payment thereof.

Payments Net of Certain Taxes. Any and all payments made by the Borrower or on account of any Loan Party to or for the account of any Lender or any Agent hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges and withholdings and all liabilities with respect theretoTaxes, excluding: (i) taxes Taxes imposed on or measured by the net income (including branch profits or similar taxesTaxes) of, and gross receipts, franchise or similar taxes Taxes imposed on, any Agent or any Lender (a) by the jurisdiction (or subdivision thereof) under the laws of which such Lender or Agent is organized or in which its principal executive office is located or, in the case of each Lender, in which its Applicable Lending Office is locatedlocated or (b) that are Other Connection Taxes, (ii) in the case of each Lender, any United States withholding tax Tax imposed on such payments, but only to the extent that such Lender is subject to United States withholding tax Tax at the time such Lender first becomes a party to this Agreement or changes its Applicable Lending OfficeOffice (other than pursuant to an assignment request by any Loan Party under Section 2.08(b) or (d)), (iii) any backup withholding tax Tax imposed by the United States (or any state or locality thereof) on a Lender or Administrative Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue CodeAgent, and (iv) any taxes Taxes imposed by FATCA (all such nonexcluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Indemnified Taxes”). If the Borrower any Loan Party shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any other Loan Document to any Lender or any Agent, (i) if the Tax represents an Indemnified Tax, the sum payable shall be increased as necessary so that after making all such required deductions (including deductions applicable to additional sums payable under this Section 2.17(a)) such Lender or Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower such Loan Party shall make such deductions, (iii) the Borrower such Loan Party shall pay the full amount deducted to the relevant taxation authority or other authority Governmental Authority in accordance with applicable law and (iv) the Borrower such Loan Party shall furnish to the Administrative Agent, for delivery to such Lender, the original or a certified copy of a receipt evidencing payment thereof.. (b)

Payments Net of Certain Taxes. Any and all payments by the Borrower to or for the account of any Lender or any Agent hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges and withholdings or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender (or its Applicable Lending Office) and each Agent, taxes imposed on its income, and franchise taxes imposed on it, by: (i) taxes imposed on or measured by the net income (including branch profits or similar taxes) of, and gross receipts, franchise or similar taxes imposed on, any Agent or any Lender by the jurisdiction (or subdivision thereof) under the laws of which such Lender (or its Applicable Lending Office) or such Agent (as the case may be) is incorporated or organized or any political subdivision thereof, (ii) the jurisdiction in which its principal executive office is located or, in the case of each Lender, in which its Applicable Lending Office is located, (ii) in the case of each Lender, any United States withholding tax imposed on such payments, but only to the extent that such Lender is subject to United States withholding tax at the time such Lender first becomes a party to this Agreement or changes its Applicable Lending Office, (iii) reason of any backup withholding connection between it and the jurisdiction imposing such tax imposed by the United States (other than a connection arising from its having executed, delivered or any state performed its obligations under, or locality thereof) on a Lender received payment under or Administrative Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Codeenforced, and (iv) any taxes imposed by FATCA this Agreement (all such nonexcluded non-excluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “"Taxes”"). If the Borrower or the Administrative Agent shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable hereunder under this Agreement or under any other Loan Document to any Lender or any other Agent, (i) the sum payable shall be increased as necessary so that after making all such required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 2.17(a)3.01) such Lender or such Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductionsdeductions and withholdings, (iii) the Borrower shall pay the full amount deducted or withheld to the relevant taxation authority Governmental Authority or other authority in accordance with applicable law and (iv) the Borrower shall furnish to the Administrative Agent, for delivery to such Lenderat the office of the Administrative Agent specified in Schedule 10.02, the original or a certified copy of a receipt evidencing payment thereof.

Payments Net of Certain Taxes. Any and all payments by the Borrower to or for the account of any Lender or any Agent hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges and withholdings or withholdings, and all liabilities with respect thereto, excluding: (i) , in the case of each Lender and each Agent, taxes imposed on or measured by the net income (including branch profits or similar taxes) ofits income, and gross receipts, franchise or similar taxes imposed onon it, any Agent or any Lender by the jurisdiction (or subdivision thereof) under the laws of which such Lender (or Agent is organized or in which its principal executive office is located or, in the case of each Lender, in which its Applicable Lending Office is located, (ii) in the case of each Lender, any United States withholding tax imposed on such payments, but only to the extent that such Lender is subject to United States withholding tax at the time such Lender first becomes a party to this Agreement or changes its Applicable Lending Office, ) or such Agent (iiias the case may be) any backup withholding tax imposed by the United States (is organized or any state or locality thereof) on a Lender or Administrative Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code, and (iv) any taxes imposed by FATCA political subdivision thereof (all such nonexcluded non-excluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If the Borrower shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable hereunder under this Agreement or under any other Loan Document to any Lender or any Agent, (i) the sum payable shall be increased as necessary so that after making all such required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 2.17(a)3.01) such Lender or such Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductionsdeductions and withholdings, (iiiii) the Borrower shall pay the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law and (iv) the Borrower shall furnish to the Administrative Agent, for delivery to such Lenderat the office of the Administrative Agent specified in Section 11.02, the original or a certified copy of a receipt evidencing payment thereof.

Payments Net of Certain Taxes. Any and all payments made by the Borrower or on account of any Loan Party to or for the account of any Lender or any Agent hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges and withholdings and all liabilities with respect theretoTaxes, excluding: (i) taxes Taxes imposed on or measured by the net income (including branch profits or similar taxesTaxes) of, and gross receipts, franchise or similar taxes Taxes imposed on, any Agent or any Lender (a) by the jurisdiction (or subdivision thereof) under the laws of which such Lender or Agent is organized or in which its principal executive office is located or, in the case of each Lender, in which its Applicable Lending Office is locatedlocated or (b) that are Other Connection Taxes, (ii) in the case of each Lender, any United States withholding tax Tax imposed on such payments, but only to the extent that such Lender is subject to United States withholding tax Tax at the time such Lender first becomes a party to this Agreement or changes its Applicable Lending OfficeOffice (other than pursuant to an assignment request by any Loan Party under Section 2.08(b) or (d)), (iii) any backup withholding tax Tax imposed by the United States (or any state or locality thereof) on a Lender or Administrative Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue CodeAgent, and (iv) any taxes Taxes imposed by FATCA (all such nonexcluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities Taxes being hereinafter referred to as “Indemnified Taxes”). If the Borrower any Loan Party shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any other Loan Document to any Lender or any Agent, (i) if the Tax represents an Indemnified Tax, the sum payable shall be increased as necessary so that after making all such required deductions (including deductions applicable to additional sums payable under this Section 2.17(a)) such Lender or Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower such Loan Party shall make such deductions, (iii) the Borrower such Loan Party shall pay the full amount deducted to the relevant taxation authority or other authority Governmental Authority in accordance with applicable law and (iv) the Borrower such Loan Party shall furnish to the Administrative Agent, for delivery to such Lender, the original or a certified copy of a receipt evidencing payment thereof.

Payments Net of Certain Taxes. Any and all payments by the Borrower to or for the account of any Lender or any Agent Tax Protected Party hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges and withholdings or withholdings, and all liabilities with respect thereto, excluding: (i) , in the case of each Tax Protected Party, taxes imposed on its net income, profits and franchise, branch profits, capital, doing business or measured by the net income (including branch profits or similar taxes) of, and gross receipts, franchise or similar worth taxes imposed onon it, any Agent or any Lender in each case by the jurisdiction (or subdivision thereof) under the laws of which such Lender Tax Protected Party is organized, has its applicable lending office or Agent does business (unless such imposition is made by a jurisdiction other than one where such Tax Protected Party is organized or in which has its principal executive applicable lending office and is located or, in the case solely on account of each Lender, in which its Applicable Lending Office is located, (ii) in the case of each Lender, any United States withholding tax imposed on such payments, but only to the extent that such Lender is subject to United States withholding tax at the time such Lender first becomes Tax Protected Party being a party to to, receiving a payment or income under, or enforcing, this Agreement or changes its Applicable Lending Officeany other Loan Document), (iii) any backup withholding tax imposed by the United States (or any state or locality thereof) on a Lender or Administrative Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code, and (iv) any taxes imposed by FATCA political subdivision thereof (all such nonexcluded non-excluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes“ Taxes ”). If the Borrower shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable hereunder under this Agreement or under any other Loan Document to any Lender or any AgentTax Protected Party, (i) subject to clauses (e) and (f) of this Section 3.01 , the sum payable shall be increased as necessary so that after making all such required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 2.17(a)3.01 ) such Lender or Agent (as the case may be) Tax Protected Party receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductionsdeductions and withholdings, (iii) the Borrower shall pay the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law Applicable Law and (iv) the Borrower shall furnish to the Administrative Agent, for delivery to such Lenderat the Agent’s Office, the original or a certified copy of a receipt evidencing payment thereof.

Payments Net of Certain Taxes. Any Except as otherwise required by law, any and all payments by the Borrower or on behalf of any Credit Party to or for the account of any Lender or any Agent or any other recipient of any payment to be made by or on account of any obligation of any Credit Party hereunder or under any other Loan Finance Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges and withholdings or withholdings, and all liabilities with respect thereto, excluding: (i) taxes imposed on or measured by the net income (including branch profits or similar taxes) of, excluding any and gross receipts, franchise or similar taxes imposed on, any Agent or any Lender by the jurisdiction (or subdivision thereof) under the laws of which such Lender or Agent is organized or in which its principal executive office is located or, in the case of each Lender, in which its Applicable Lending Office is located, (ii) in the case of each Lender, any United States withholding tax imposed on such payments, but only to the extent that such Lender is subject to United States withholding tax at the time such Lender first becomes a party to this Agreement or changes its Applicable Lending Office, (iii) any backup withholding tax imposed by the United States (or any state or locality thereof) on a Lender or Administrative Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code, and (iv) any taxes imposed by FATCA all Excluded Taxes (all such nonexcluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities non-Excluded Taxes being hereinafter referred to as “Taxes”). If any Credit Party (or any other Person that is the Borrower applicable withholding agent making payments on behalf of any Credit Party) shall be required by law to deduct or withhold any Taxes or Other Taxes from or in respect of any sum payable hereunder under this Agreement or under any other Loan Finance Document to any Lender or any Agent, (i) the sum payable shall be increased as necessary so that after making all such required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 2.17(a)3.01) such Lender or such Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) such Credit Party (or any other Person that is the Borrower applicable withholding agent making payments on behalf of any Credit Party) shall make such deductionsdeductions and withholdings, (iii) such Credit Party (or any other Person that is the Borrower applicable withholding agent making payments on behalf of any Credit Party) shall pay the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law and (iv) if a Credit Party is the Borrower applicable withholding agent, such Credit Party shall furnish to the Administrative Agent, for delivery to such Lenderat the Administrative Agent’s Office, the original or a certified copy of a receipt receipt, if any, evidencing payment thereofthereof or other documentation evidencing such payment.

Payments Net of Certain Taxes. Any and all payments by the Borrower to or for the account of any Lender or any Agent Protected Party hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges and withholdings or withholdings, and all liabilities with respect theretothereto 63 Warehouse Loan Agreement 762040188 (hereinafter referred to as “Taxes”), excluding: , in the case of each Protected Party, (i) taxes Taxes imposed on or measured by the its net income (including branch profits or similar taxes) ofincome, and gross receiptsfranchise, franchise branch profits, capital or similar taxes net worth Taxes imposed onon it, any Agent or any Lender in each case by the jurisdiction (or subdivision thereof) under the laws of which such Lender or Agent Protected Party is organized or in which its principal executive has an office is located oror place of business, in the case other than solely on account of each Lenderbeing a party to, in which its Applicable Lending Office is locatedreceiving a payment or income under, or enforcing, this Agreement or any other Loan Document, or any political subdivision thereof, and (ii) in the case of each Lender, any United States U.S. federal withholding tax Taxes imposed on such payments, but only to the extent that such Lender is subject to United States withholding tax at the time such Lender first becomes a party to this Agreement or changes its Applicable Lending Office, (iii) any backup withholding tax imposed by the United States (or any state or locality thereof) on a Lender or Administrative Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code, and (iv) any taxes imposed by under FATCA (all such nonexcluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities being Taxes that are not described in the preceding clause (i) or clause (ii) are hereinafter referred to as “Indemnified Taxes”). If the Borrower shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable hereunder under this Agreement or under any other Loan Document to any Lender or any AgentProtected Party, (i) if such Taxes are Indemnified Taxes, the sum payable shall be increased as necessary so that after making all such required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 2.17(a)3.01) such Lender or Agent (as the case may be) Protected Party receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductionsdeductions and withholdings, (iii) the Borrower shall timely pay the full amount deducted or withheld to the relevant taxation authority Governmental Authority or other authority in accordance with applicable law Applicable Law and (iv) as soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority, the Borrower shall furnish to the Administrative Agent, for delivery to such Lenderat the Agent’s Office, the original or a certified copy of a receipt issued by such Governmental Authority evidencing payment thereof, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Agent.

Payments Net of Certain Taxes. Any and all payments by the ----------------------------- Borrower to or for the account of any Lender or any Agent hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges and withholdings and all liabilities with respect thereto, excluding: (i) taxes imposed on or measured by the net income (including branch profits or similar taxes) of, and gross receipts, franchise or similar taxes imposed on, any Agent or any Lender by the jurisdiction (or subdivision thereof) under the laws of which such Lender or Agent is organized or in which its principal executive office is located orlocated, or in the case of each Lender, in which its Applicable Lending Office is located, and (ii) in the case of each Lender, any United States withholding tax imposed on such payments, but only to the extent that such Lender is subject to United States withholding tax at the time such Lender first becomes a party to this Agreement or changes its Applicable Lending Office, (iii) any backup withholding tax imposed by the United States (or any state or locality thereof) on a Lender or Administrative Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code, and (iv) any taxes imposed by FATCA Office (all such nonexcluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “"Taxes”"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any other Loan Document to any Lender or any Agent, (i) the sum payable shall be increased as necessary so that after making all such required deductions (including deductions applicable to additional sums payable under this Section 2.17(a2.16(a)) such Lender or Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law and (iv) the Borrower shall furnish to the Administrative Agent, for delivery to such Lender, the original or a certified copy of a receipt evidencing payment thereof.

Payments Net of Certain Taxes. Any and all payments by the Borrower Guarantor or the Borrowers to or for the account of any Lender or any Agent hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges and withholdings and all liabilities with respect thereto, excluding: (i) taxes imposed on or measured by the net income (including branch profits or similar taxes) of, and gross receipts, franchise or similar taxes imposed on, any Agent or any Lender by the jurisdiction (or subdivision thereof) under the laws of which such Lender or Agent is organized or in which its principal executive office is located or, in the case of each Lender, in which its Applicable Lending Office is located, and (ii) in the case of each Lender, any United States withholding tax imposed on such payments, but only to the extent that such Lender is subject to United States withholding tax at the time such Lender first becomes a party to this Agreement or changes its Applicable Lending Office, (iii) any backup withholding tax imposed by the United States (or any state or locality thereof) on a Lender or Administrative Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code, and (iv) any taxes imposed by FATCA Office (all such nonexcluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If the Guarantor, a Borrower or the Administrative Agent shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any other Loan Document to any Lender or any Agent, (iw) the sum payable shall be increased by the Guarantor or Borrower, as applicable, as necessary so that after making all such required deductions (including deductions applicable to additional sums payable under this Section 2.17(a2.16(a)) such Lender or Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (iix) the Guarantor, Borrower or Administrative Agent shall make such deductions, (iiiy) the Guarantor, Borrower or Administrative Agent shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law and (ivz) if such deduction is made by the Borrower Guarantor or a Borrower, the Guarantor or Borrower, as applicable, shall furnish to the Administrative Agent, for delivery to such Lender, the original or a certified copy of a receipt evidencing payment thereofthereof or (in the case of the UK Borrower) a statement under section 975 of the ITA.

Payments Net of Certain Taxes. Any and all payments by the Borrower Borrowers to or for the account of the Administrative Agent or any Lender or any Agent hereunder or under any other Term Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges and assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, excluding: (i) , in the case of the Administrative Agent and each Lender, taxes imposed on or measured by the its overall net income, and franchise taxes (in lieu of net income (including taxes) or branch profits tax (under Section 884 of the Code or a similar taxesprovision of foreign tax law) ofimposed on it, and gross receipts, franchise or similar taxes imposed on, any Agent or any Lender by the jurisdiction (or any political subdivision thereof) under the laws Laws of which the Administrative Agent or such Lender or Agent Lender, as the case may be, is organized or in which its principal executive maintains a lending office is located or, in the case of each Lender, in which its Applicable Lending Office is located, (ii) in the case of each Lender, any United States withholding tax imposed on such payments, but only to the extent that such Lender is subject to United States withholding tax at the time such Lender first becomes a party to this Agreement or changes its Applicable Lending Office, (iii) any backup withholding tax imposed by the United States (or any state or locality thereof) on a Lender or Administrative Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code, and (iv) any taxes imposed by FATCA (all such nonexcluded non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, withholdings and liabilities being hereinafter referred to as “Taxes” and all such excluded taxes being hereinafter referred to as “Excluded Taxes”). If the any Borrower shall be required by law any Laws to deduct any Taxes from or in respect of any sum payable hereunder or under any other Term Loan Document to any Lender the Administrative Agent or any AgentLender, (i) the sum payable shall be increased as necessary so that after making all such required deductions (including deductions applicable to additional sums payable under this Section 2.17(aSection)) , each of the Administrative Agent and such Lender or Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the applicable Borrower shall make such deductions, (iii) the applicable Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law Laws, and (iv) within 30 days after the Borrower date of such payment, the Borrowers shall furnish to the Administrative Agent, for delivery Agent (which shall forward the same to such Lender, ) the original or a certified copy of a receipt evidencing payment thereof.

Payments Net of Certain Taxes. Any and all payments by the Borrower any Loan Party to or for the account of the Administrative Agent or any Lender or any Agent hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges and assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, excluding: , in the case of the Administrative Agent and each Lender (ix) taxes imposed on or measured by the its overall net income, and franchise taxes imposed on it (in lieu of net income (including branch profits or similar taxes) of), and gross receipts, franchise or similar taxes imposed on, any Agent or any Lender by the jurisdiction (or any political subdivision thereof) under the laws Laws of which the Administrative Agent or such Lender or Agent Lender, as the case may be, is organized or in which its principal executive office is located or, in the case of each Lender, in which its Applicable Lending Office is locatedmaintains a lending office, (iiy) any U.S. branch profits taxes or any similar taxes imposed by any other jurisdiction referred to in clause (x) above and (z) in the case of each Lendera Foreign Lender other than an assignee pursuant to a request by the Borrower under Section 2.10(c)), any United States U.S. federal withholding tax imposed taxes resulting from any Law (including FATCA) in effect on the date such payments, but only to the extent that such Foreign Lender is subject to United States withholding tax at the time such Lender first becomes a party to this Agreement or changes its Applicable Lending Office, (iii) any backup withholding tax imposed by the United States (or any state designates a new lending office) or locality thereofis attributable to such Foreign Lender’s failure to comply with Section 10.15, except to the extent that such Foreign Lender (or its assignor, if any) on was entitled, immediately prior to the designation of a Lender new lending office (or Administrative Agent that is a “United States person” within assignment), to receive additional amounts from the meaning of Borrower with respect to such withholding taxes pursuant to this Section 7701(a)(30) of the Internal Revenue Code, and (iv) any taxes imposed by FATCA 3.01 (all such nonexcluded non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, withholdings and liabilities being hereinafter herein referred to as “Taxes”). If the Borrower a Withholding Agent shall be required by law any Laws to deduct any Taxes from or in respect of any sum payable hereunder or under any other Loan Document to any Lender the Administrative Agent or any AgentLender, (i) the sum payable shall be increased as necessary so that after making all such required deductions (including deductions applicable to additional sums payable under this Section 2.17(aSection)) , each of the Administrative Agent and such Lender or Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower Withholding Agent shall make such deductions, (iii) the Borrower Withholding Agent shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law Laws, and (iv) within 30 days after the date of such payment by the Borrower, the Borrower shall furnish to the Administrative Agent, for delivery Agent (which shall forward the same to such Lender, ) the original or a certified copy of a receipt evidencing payment thereof.

Payments Net of Certain Taxes. Any and Except as provided below in this Section 3.10, all payments made by the Borrower to or for the account of under this Agreement and any Lender or any Agent hereunder or under any other Loan Document Notes shall be made free and clear of of, and without deduction or withholding for or on account of, any and all present or future taxes, duties, levies, imposts, deductionsduties, charges and withholdings and all liabilities with respect theretocharges, excluding: fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any court, or Governmental Authority, excluding (i) taxes imposed on or measured by all or part of the net income (including branch profits or similar taxes) of, and gross receipts, franchise net receipts or similar taxes imposed on, any Agent gross or net income of any Lender by the jurisdiction (or subdivision thereof) under the laws of which such Lender or Agent is organized or in which its principal executive office is located or, in the case of each Lender, in which its Applicable Lending Office is located, (ii) in the case of each Lender, any United States withholding tax imposed on such payments, but only to the extent that such Lender is subject to United States withholding tax at the time such Lender first becomes a party to this Agreement or changes its Applicable Lending Office, or any branch or affiliate thereof, or the Administrative Agent, (ii) any franchise taxes, branch taxes, taxes on doing business or taxes on the overall capital or net worth of any Lender or its Applicable Lending Office, or any branch or affiliate thereof, in each case imposed in lieu of net income taxes, (iii) any backup withholding tax imposed by taxes resulting from a transfer or assignment of all or such portion of a Loan, unless the United States (Lender transfers all or any state or locality thereof) on portion of a Lender or Administrative Agent that is a “United States person” within Loan at the meaning of Section 7701(a)(30) request of the Internal Revenue CodeBorrower, and or (iv) any taxes tax imposed by FATCA reason of any connection between the jurisdiction imposing such tax and such Lender, Applicable Lending Office, branch or affiliate other than a connection arising solely from such Lender having executed, delivered or performed its obligations, or received payment under or enforced, this Agreement or any Notes (all the taxes described in these clauses (i)-(v) are collectively referred to herein as the “Excluded Taxes”). If any such nonexcluded non-excluded taxes, duties, levies, imposts, deductionsduties, charges, fees, deductions or withholdings and liabilities being hereinafter referred to as (“Non-Excluded Taxes”). If ) are required to be withheld from any amounts payable to the Borrower shall be required by law to deduct Administrative Agent or any Taxes from or in respect of any sum payable Lender hereunder or under any other Loan Document to any Lender or any AgentNotes, (i) the sum amounts so payable to the Administrative Agent or such Lender shall be increased as to the extent necessary so to yield to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and any Notes; provided that after making all the Credit Parties shall be entitled to deduct and withhold any Non-Excluded Taxes and shall not be required to increase any such required deductions amounts payable to any Lender that is not organized under the laws of the United States of America or a state thereof if such Lender fails to comply with the requirements of paragraph (including deductions applicable to additional sums payable under c) of this Section 2.17(a)3.10 whenever any Non-Excluded Taxes are payable by the Borrower, and (ii) as promptly as possible thereafter the Borrower shall send to the Administrative Agent for its own account or for the account of such Lender or Agent (Lender, as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law and (iv) the Borrower shall furnish to the Administrative Agent, for delivery to such Lender, the original or a certified copy of a an original official receipt evidencing received by the Borrower showing payment thereof. If the Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to the Administrative Agent the required receipts or other required documentary evidence, the Borrower shall indemnify the Administrative Agent and any Lender for any incremental taxes, interest or penalties that may become payable by the Administrative Agent or any Lender as a result of any such failure. If a Lender shall change its office that makes or maintains a Loan hereunder, the Borrower shall not be required to pay any increased amounts to the Lender in respect of any Non-Excluded Taxes pursuant to this Section 3.10(a) except to the extent that any obligation to withhold or deduct any amount with respect to such Non-Excluded Taxes existed on the date the Lender changed such office, unless the Lender changed the office at the request of the Borrower. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Payments Net of Certain Taxes. Any and all payments made by the Borrower or on account of any Loan Party to or for the account of any Lender or any Agent hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges and withholdings and all liabilities with respect thereto, excluding: (i) taxes imposed on or measured by the net income (including branch profits or similar taxes) of, and gross receipts, franchise or similar taxes imposed on, any Agent or any Lender by the jurisdiction (or subdivision thereof) under the laws of which such Lender or Agent is organized or in which its principal executive office is located or, in the case of each Lender, in which its Applicable Lending Office is located, (ii) in the case of each Lender, any United States withholding tax imposed on such payments, but only to the extent that such Lender is subject to United States withholding tax at the time such Lender first becomes a party to this Agreement or changes its Applicable Lending OfficeOffice (other than pursuant to an assignment request by any Loan Party under Section 2.08(b) or (d)), (iii) any backup withholding tax imposed by the United States (or any state or locality thereof) on a Lender or Administrative Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue CodeAgent, and (iv) any taxes imposed by FATCA (all such nonexcluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If the Borrower any Loan Party shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any other Loan Document to any Lender or any Agent, (i) the sum payable shall be increased as necessary so that after making all such required deductions (including deductions applicable to additional sums payable under this Section 2.17(a)) such Lender or Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower such Loan Party shall make such deductions, (iii) the Borrower such Loan Party shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law and (iv) the Borrower such Loan Party shall furnish to the Administrative Agent, for delivery to such Lender, the original or a certified copy of a receipt evidencing payment thereof.

Payments Net of Certain Taxes. Any and all payments by the Borrower to or for the account of any Lender or any Agent Protected Party hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges and or withholdings imposed by any Governmental Authority, and all liabilities with respect theretothereto (hereinafter referred to as “Taxes”), excluding: , in the case of each Protected Party, (i) taxes Taxes imposed on or measured by the its net income (including branch profits or similar taxes) ofincome, and gross receiptsfranchise, franchise branch profits, capital or similar taxes net worth Taxes imposed onon it, any Agent or any Lender in each case by the jurisdiction (or subdivision thereof) under the laws of which such Lender or Agent Protected Party is organized or in which its principal executive has an office is located oror place of business, in the case other than solely on account of each Lenderbeing a party to, in which its Applicable Lending Office is locatedreceiving a payment or income under, or enforcing, this Agreement or any other Loan Document, or any political subdivision thereof, and (ii) in the case of each Lender, any United States U.S. federal withholding tax Taxes imposed on such payments, but only to the extent that such Lender is subject to United States withholding tax at the time such Lender first becomes a party to this Agreement or changes its Applicable Lending Office, (iii) any backup withholding tax imposed by the United States (or any state or locality thereof) on a Lender or Administrative Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code, and (iv) any taxes imposed by under FATCA (all such nonexcluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities non-excluded Taxes being hereinafter referred to as “Indemnified Taxes”). If the Borrower shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable hereunder under this Agreement or under any other Loan Document to any Lender or any AgentProtected Party, (i) if such Taxes are Indemnified Taxes, the sum payable shall be increased as necessary so that after making all such required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 2.17(a)3.01) such Lender or Agent (as the case may be) Protected Party receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductionsdeductions and withholdings, (iii) the Borrower shall pay the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law Applicable Law and (iv) the Borrower shall furnish to the Administrative Agent, for delivery to such Lenderat the Agent’s Office, the original or a certified copy of a receipt evidencing payment thereof.

Payments Net of Certain Taxes. Any and all payments by the Borrower to ----------------------------- or for the account of any Lender or any Agent hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges and withholdings and all liabilities with respect thereto, excluding: (i) taxes imposed on or measured by the net income (including branch profits or similar taxes) of, and gross receipts, franchise or similar taxes imposed on, any Agent or any Lender by the jurisdiction (or subdivision thereof) under the laws of which such Lender or Agent is organized or in which its principal executive office is located or, in the case of each Lender, in which its Applicable Lending Office is located, and (ii) in the case of each Lender, any United States withholding tax imposed on such payments, but only to the extent that such Lender is subject to United States withholding tax at the time such Lender first becomes a party to this Agreement or changes its Applicable Lending Office, (iii) any backup withholding tax imposed by the United States (or any state or locality thereof) on a Lender or Administrative Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code, and (iv) any taxes imposed by FATCA Office (all such nonexcluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “"Taxes”"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any other Loan Document to any Lender or any Agent, (i) the sum payable shall be increased as necessary so that after making all such required deductions (including deductions applicable to additional sums payable under this Section 2.17(a2.16(a)) such Lender or Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law and (iv) the Borrower shall furnish to the Administrative Agent, for delivery to such Lender, the original or a certified copy of a receipt evidencing payment thereof.

Payments Net of Certain Taxes. Any and all payments by the Borrower to or for the account of any Lender or any Agent Protected Party hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges and withholdings or withholdings, and all liabilities with respect thereto, excluding: (i) , in the case of each Protected Party, taxes imposed on or measured by the its net income (including branch profits or similar taxes) ofincome, and gross receiptsfranchise, franchise branch profits, capital or similar net worth taxes imposed onon it, any Agent or any Lender in each case by the jurisdiction (or subdivision thereof) under the laws of which such Lender or Agent Protected Party is organized or in which its principal executive has an office is located oror place of business, in the case other than solely on account of each Lender, in which its Applicable Lending Office is located, (ii) in the case of each Lender, any United States withholding tax imposed on such payments, but only to the extent that such Lender is subject to United States withholding tax at the time such Lender first becomes being a party to to, receiving a payment or income under, or enforcing, this Agreement or changes its Applicable Lending Officeany other Loan Document, (iii) any backup withholding tax imposed by the United States (or any state or locality thereof) on a Lender or Administrative Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code, and (iv) any taxes imposed by FATCA political subdivision thereof (all such nonexcluded non-excluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “"Taxes”"). If the Borrower shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable hereunder under this Agreement or under any other Loan Document to any Lender or any AgentProtected Party, (i) the sum payable shall be increased as necessary so that after making all such required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 2.17(a)3.01) such Lender or Agent (as the case may be) Protected Party receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductionsdeductions and withholdings, (iii) the Borrower shall pay the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law Applicable Law and (iv) the Borrower shall furnish to the Administrative Agent, for delivery to such Lenderat the Agent's Office, the original or a certified copy of a receipt evidencing payment thereof.

Payments Net of Certain Taxes. Any and all payments by the Borrower to or for the account of any Lender or any Agent hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges and withholdings or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender (or its Applicable Lending Office) and each Agent, taxes imposed on its income, and franchise taxes imposed on it, by: (i) taxes imposed on or measured by the net income (including branch profits or similar taxes) of, and gross receipts, franchise or similar taxes imposed on, any Agent or any Lender by the jurisdiction (or subdivision thereof) under the laws of which such Lender (or its Applicable Lending Office) or such Agent (as the case may be) is incorporated or organized or any political subdivision thereof, (ii) the jurisdiction in which its principal executive office is located or, in the case of each Lender, in which its Applicable Lending Office is located, (ii) in the case of each Lender, any United States withholding tax imposed on such payments, but only to the extent that such Lender is subject to United States withholding tax at the time such Lender first becomes a party to this Agreement or changes its Applicable Lending Office, (iii) reason of any backup withholding connection between it and the jurisdiction imposing such tax imposed by the United States (other than a connection arising from its having executed, delivered or any state performed its obligations under, or locality thereof) on a Lender received payment under or Administrative Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Codeenforced, and (iv) any taxes imposed by FATCA this Agreement (all such nonexcluded non-excluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If the Borrower or the Administrative Agent shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable hereunder under this Agreement or under any other Loan Document to any Lender or any other Agent, (i) the sum payable shall be increased as necessary so that after making all such required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 2.17(a)3.01) such Lender or such Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductionsdeductions and withholdings, (iii) the Borrower shall pay the full amount deducted or withheld to the relevant taxation authority Governmental Authority or other authority in accordance with applicable law and (iv) the Borrower shall furnish to the Administrative Agent, for delivery to such Lenderat the office of the Administrative Agent specified in Schedule 10.02, the original or a certified copy of a receipt evidencing payment thereof.

Payments Net of Certain Taxes. Any and all payments by the Borrower to or for the account of any Lender or any Agent hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges and withholdings and all liabilities with respect thereto, excluding: (i) taxes imposed on or measured by the net income (including branch profits or similar taxes) of, and gross receipts, franchise or similar taxes imposed on, any Agent or any Lender by the jurisdiction (or subdivision thereof) under the laws of which such Lender or Agent is organized or in which its principal executive office is located located, or, in the case of each Lender, in which its Applicable Lending Office is located, and (ii) in the case of each Lender, any United States withholding tax imposed on such payments, but only to the extent that such Lender is subject to United States withholding tax at the time such Lender first becomes a party to this Agreement or changes its Applicable Lending Office, (iii) any backup withholding tax imposed by the United States (or any state or locality thereof) on a Lender or Administrative Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code, and (iv) any taxes imposed by FATCA Office (all such nonexcluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “"Taxes”"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any other Loan Document to any Lender or any Agent, (i) the sum payable shall be increased as necessary so that after making all such required deductions (including deductions applicable to additional sums payable under this Section 2.17(a2.16(a)) such Lender or Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law and (iv) the Borrower shall furnish to the Administrative Agent, for delivery to such Lender, the original or a certified copy of a receipt evidencing payment thereof.

Payments Net of Certain Taxes. Any and all payments made by the Borrower or on account of any Loan Party to or for the account of any Lender or any the Administrative Agent hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges and withholdings and all liabilities with respect thereto, excluding: (i) taxes imposed on or measured by the net income (including branch profits or similar taxes) of, and gross receipts, franchise or similar taxes imposed on, any the Administrative Agent or any Lender (a) by the jurisdiction (or subdivision thereof) under the laws of which such Lender or Administrative Agent is organized or in which its principal executive office is located or, in the case of each Lender, in which its Applicable Lending Office is locatedlocated or (b) that are Other Connection Taxes, (ii) in the case of each Lender, any United States withholding tax imposed on such payments, but only to the extent that such Lender is subject to United States withholding tax at the time such Lender first becomes a party to this Agreement or changes its Applicable Lending OfficeOffice (other than pursuant to an assignment request by any Loan Party under Section 2.08), (iii) any backup withholding tax imposed by the United States (or any state or locality thereof) on a Lender or Administrative Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue CodeAgent, and (iv) any taxes imposed by FATCA (all such nonexcluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If the Borrower any Loan Party shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any other Loan Document to any Lender or any the Administrative Agent, (i) the sum payable shall be increased as necessary so that after making all such required deductions (including deductions applicable to additional sums payable under this Section 2.17(a)) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower such Loan Party shall make such deductions, (iii) the Borrower such Loan Party shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law and (iv) the Borrower such Loan Party shall furnish to the Administrative Agent, for delivery to such Lender, the original or a certified copy of a receipt evidencing payment thereof.. (b)

Payments Net of Certain Taxes. Any and all payments by the Borrower to or for the account of any Lender or any the Administrative Agent hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges and withholdings and all liabilities with respect thereto, excluding: (i) taxes imposed on or measured by the net income (including branch profits or similar taxes) of, and gross receipts, franchise or similar taxes imposed on, any the Administrative Agent or any Lender by the jurisdiction (or subdivision thereof) under the laws of which such Lender or the Administrative Agent is organized or in which its principal executive office is located or, in the case of each Lender, in which its Applicable Lending Office is located, (ii) in the case of each Lender, any United States withholding tax imposed on such payments, but only to the extent that such Lender is subject to United States withholding tax at the time such Lender first becomes a party to this Agreement or changes its Applicable Lending Office, (iii) any backup withholding tax imposed by the United States (or any state or locality thereof) on a Lender or Administrative Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue CodeAgent, and (iv) any taxes imposed by FATCA (all such nonexcluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any other Loan Document to any Lender or any the Administrative Agent, (i) the sum payable shall be increased as necessary so that after making all such required deductions (including deductions applicable to additional sums payable under this Section 2.17(a)) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law and (iv) the Borrower shall furnish to the Administrative Agent, for delivery to such Lender, the original or a certified copy of a receipt evidencing payment thereof.

Payments Net of Certain Taxes. Any and all payments by or on account of any obligation of the Borrower to or for the account of any Lender or any Agent Protected Party hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges and withholdings or withholdings, and all liabilities with respect thereto, excluding: thereto (i) taxes imposed on or measured by the net income (including branch profits or similar taxes) of, and gross receipts, franchise or similar taxes imposed on, any Agent or any Lender by the jurisdiction (or subdivision thereof) under the laws of which such Lender or Agent is organized or in which its principal executive office is located or, in the case of each Lender, in which its Applicable Lending Office is located, (ii) in the case of each Lender, any United States withholding tax imposed on such payments, but only to the extent that such Lender is subject to United States withholding tax at the time such Lender first becomes a party to this Agreement or changes its Applicable Lending Office, (iii) any backup withholding tax imposed by the United States (or any state or locality thereof) on a Lender or Administrative Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code, and (iv) any taxes imposed by FATCA (all such nonexcluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”), excluding, in the case of each Protected Party, (i) Taxes imposed on its net income, and franchise, branch profits, capital or net worth Taxes imposed on it, in each case by the jurisdiction under the laws of which such Protected Party is organized, has an office or place of business or is a resident for Tax purposes (other than on account of executing, delivering, being a party to, performing its obligations under, receiving a payment under, receiving or perfecting a security interest under, engaging in any other transaction pursuant to or enforcing, or selling or assigning an interest in this Agreement or any other Loan Document), or any political subdivision thereof, and (ii) any withholding Taxes imposed under FATCA (all such non-excluded Taxes imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document being hereinafter referred to as “Indemnified Taxes”). If the Borrower or Agent shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable hereunder under this Agreement or under any other Loan Document to any Lender or any AgentProtected Party, (i) if such Taxes are Indemnified Taxes, the sum payable shall be increased as necessary so that after making all such required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 2.17(a)3.01) such Lender or Agent (as the case may be) Protected Party receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower or Agent shall be entitled to make such deductionsdeductions and withholdings, (iii) the Borrower or Agent shall pay the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law Applicable Law and (iv) the Borrower shall furnish to the Administrative Agent, for delivery to such Lenderat the Agent’s Office, the original or a certified copy of a receipt evidencing such payment, a copy of the return reporting such payment thereofor other evidence of such payment reasonably satisfactory to the Agent.

Payments Net of Certain Taxes. Any and all payments made by the Borrower or on account of any Loan Party to or for the account of any Lender or any the Administrative Agent hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges and withholdings and all liabilities with respect thereto, excluding: (i) taxes imposed on or measured by the net income (including branch profits or similar taxes) of, and gross receipts, franchise or similar taxes imposed on, any the Administrative Agent or any Lender (a) by the jurisdiction (or subdivision thereof) under the laws of which such Lender or Administrative Agent is organized or in which its principal executive office is located or, in the case of each Lender, in which its Applicable Lending Office is locatedlocated or (b) that are Other Connection Taxes, (ii) in the case of each Lender, any United States withholding tax imposed on such payments, but only to the extent that such Lender is subject to United States withholding tax at the time such Lender first becomes a party to this Agreement or changes its Applicable Lending OfficeOffice (other than pursuant to an assignment request by any Loan Party under Section 2.08), (iii) any backup withholding tax imposed by the United States (or any state or locality thereof) on a Lender or Administrative Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue CodeAgent, and (iv) any taxes imposed by FATCA (all such nonexcluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If the Borrower any Loan Party shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any other Loan Document to any Lender or any the Administrative Agent, (i) the sum payable shall be increased as necessary so that after making all such required deductions (including deductions applicable to additional sums payable under this Section 2.17(a)) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower such Loan Party shall make such deductions, (iii) the Borrower such Loan Party shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law and (iv) the Borrower such Loan Party shall furnish to the Administrative Agent, for delivery to such Lender, the original or a certified copy of a receipt evidencing payment thereof.. 25

Payments Net of Certain Taxes. Any and all payments by the Borrower Borrowers to or for the account of any Lender or any the Administrative Agent hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges and withholdings or withholdings, and all liabilities with respect thereto, excluding: (i) , in the case of each Lender and the Administrative Agent, taxes imposed on or measured by the net income (including branch profits or similar taxes) ofits income, and gross receipts, franchise or similar taxes imposed onon it, any Agent or any Lender by the jurisdiction (or subdivision thereof) under the laws of which such Lender (or Agent is organized or in which its principal executive office is located or, in the case of each Lender, in which its Applicable Lending Office is located, (ii) in the case of each Lender, any United States withholding tax imposed on such payments, but only to the extent that such Lender is subject to United States withholding tax at the time such Lender first becomes a party to this Agreement or changes its Applicable Lending Office, ) or the Administrative Agent (iiias the case may be) any backup withholding tax imposed by the United States (is organized or any state or locality thereof) on a Lender or Administrative Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code, and (iv) any taxes imposed by FATCA political subdivision thereof (all such nonexcluded non–excluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If the any Borrower shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable hereunder under this Agreement or under any other Loan Document to any Lender or any the Administrative Agent, (i) the sum payable shall be increased as necessary so that after making all such required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 2.17(a)3.01) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the such Borrower shall make such deductionsdeductions and withholdings, (iii) the such Borrower shall pay the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law and (iv) the such Borrower shall furnish to the Administrative Agent, for delivery to such Lenderat the office of the Administrative Agent specified in Section 11.02, the original or a certified copy of a receipt evidencing payment thereof.

Payments Net of Certain Taxes. Any and all payments made by the Borrower or on account of any Loan Party to or for the account of any Lender or any the Administrative Agent hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges and withholdings and all liabilities with respect thereto, excluding: (i) taxes imposed on or measured by the net income (including branch profits or similar taxes) of, and gross receipts, franchise or similar taxes imposed on, any the Administrative Agent or any Lender (A) by the jurisdiction (or subdivision thereof) under the laws of which such Lender or the Administrative Agent is organized or in which its principal executive office is located or, in the case of each Lender, in which its Applicable Lending Office is located, or (B) that are Other Connection Taxes, (ii) in the case of each Lender, any United States withholding tax imposed on such payments, but only to the extent that such Lender is subject to United States withholding tax at the time such Lender first becomes a party to this Agreement or changes its Applicable Lending Office, (iii) any backup withholding tax imposed by the United States (or any state or locality thereof) on a Lender or the Administrative Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue CodeAgent, and (iv) any taxes imposed by FATCA (all such nonexcluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If the Borrower any Loan Party shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any other Loan Document to any Lender or any the Administrative Agent, (i) the sum payable shall be increased as necessary so that after making all such required deductions (including deductions applicable to additional sums payable under this Section 2.17(a2.15(a)) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower such Loan Party shall make such deductions, (iii) the Borrower such Loan Party shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law and (iv) the Borrower such Loan Party shall furnish deliver to the Administrative Agent, for delivery to such Lender, the original or a certified copy of a receipt evidencing payment thereof.. (b)

Payments Net of Certain Taxes. Any and all payments by the ----------------------------- Borrower to or for the account of any Lender or any Agent hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges and withholdings and all liabilities with respect thereto, excluding: (i) taxes imposed on or measured by the net income (including branch profits or similar taxes) of, and gross receipts, franchise or similar taxes imposed on, any Agent or any Lender by the jurisdiction (or subdivision thereof) under the laws of which such Lender or Agent is organized or in which its principal executive office is located or, in the case of each Lender, in which its Applicable Lending Office is located, and (ii) in the case of each Lender, any United States withholding tax imposed on such payments, but only to the extent that such Lender is subject to United States withholding tax at the time such Lender first becomes a party to this Agreement or changes its Applicable Lending Office, (iii) any backup withholding tax imposed by the United States (or any state or locality thereof) on a Lender or Administrative Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code, and (iv) any taxes imposed by FATCA Office (all such nonexcluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “"Taxes”"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any other Loan Document to any Lender or any Agent, (i) the sum payable shall be increased as necessary so that after making all such required deductions (including deductions applicable to additional sums payable under this Section 2.17(a2.16(a)) such Lender or Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law and (iv) the Borrower shall furnish to the Administrative Agent, for delivery to such Lender, the original or a certified copy of a receipt evidencing payment thereof.

Payments Net of Certain Taxes. Any and all payments made by the Borrower to or for the account of any Lender or any the Administrative Agent hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges and withholdings and all liabilities with respect thereto, excluding: (i) taxes imposed on or measured by the net income (including branch profits or similar taxes) of, and gross receipts, franchise or similar taxes imposed on, any the Administrative Agent or any Lender (a) by the jurisdiction (or subdivision thereof) under the laws of which such Lender or the Administrative Agent is organized or in which its principal executive office is located or, in the case of each Lender, in which its Applicable Lending Office is locatedlocated or (b) that are Other Connection Taxes, (ii) in the case of each Lender, any United States withholding tax imposed on such payments, but only to the extent that such Lender is subject to United States withholding tax at the time such Lender first becomes a party to this Agreement or changes its Applicable Lending Office, (iii) any backup withholding tax imposed by the United States (or any state or locality thereof) on a Lender or Administrative Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue CodeAgent, and (iv) any taxes imposed by FATCA (all such nonexcluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any other Loan Document to any Lender or any the Administrative Agent, (i) the sum payable shall be increased as necessary so that after making all such required deductions (including deductions applicable to additional sums payable under this Section 2.17(a)) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law and (iv) the Borrower shall furnish to the Administrative Agent, for delivery to such Lender, the original or a certified copy of a receipt evidencing payment thereof.

Payments Net of Certain Taxes. Any and all payments made by the Borrower to or for the account of any Lender or any Agent the Administrative hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges and withholdings and all liabilities with respect thereto, excluding: (i) taxes imposed on or measured by the net income (including branch profits or similar taxes) of, and gross receipts, franchise or similar taxes imposed on, any the Administrative Agent or any Lender by the jurisdiction (or subdivision thereof) under the laws of which such Lender or the Administrative Agent is organized or in which its principal executive office is located or, in the case of each Lender, in which its Applicable Lending Office is located, (ii) in the case of each Lender, any United States withholding tax imposed on such payments, but only to the extent that such Lender is subject to United States withholding tax at the time such Lender first becomes a party to this Agreement or changes its Applicable Lending Office, (iii) any backup withholding tax imposed by the United States (or any state or locality thereof) on a Lender or the Administrative Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue CodeAgent, and (iv) any taxes imposed by FATCA (all such nonexcluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any other Loan Document to any Lender or any the Administrative Agent, (i) the sum payable shall be increased as necessary so that after making all such required deductions (including deductions applicable to additional sums payable under this Section 2.17(a2.09(a)) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law and (iv) the Borrower shall furnish to the Administrative Agent, for delivery to such Lender, the original or a certified copy of a receipt evidencing payment thereof.

Payments Net of Certain Taxes. Any and all payments by the Borrower to or for the account of any Lender or any Agent Tax Protected Party hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges and withholdings or withholdings, and all liabilities with respect thereto, excluding: (i) , in the case of each Tax Protected Party, taxes imposed on its net income, profits and franchise, branch profits, capital, doing business or measured by the net income (including branch profits or similar taxes) of, and gross receipts, franchise or similar worth taxes imposed onon it, any Agent or any Lender in each case by the jurisdiction (or subdivision thereof) under the laws of which such Lender Tax Protected Party is organized, has its applicable lending office or Agent does business (unless such imposition is made by a jurisdiction other than one where such Tax Protected Party is organized or in which has its principal executive applicable lending office and is located or, in the case solely on account of each Lender, in which its Applicable Lending Office is located, (ii) in the case of each Lender, any United States withholding tax imposed on such payments, but only to the extent that such Lender is subject to United States withholding tax at the time such Lender first becomes Tax Protected Party being a party to to, receiving a payment or income under, or enforcing, this Agreement or changes its Applicable Lending Officeany other Loan Document), (iii) any backup withholding tax imposed by the United States (or any state or locality thereof) on a Lender or Administrative Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code, and (iv) any taxes imposed by FATCA political subdivision thereof (all such nonexcluded non-excluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If the Borrower shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable hereunder under this Agreement or under any other Loan Document to any Lender or any AgentTax Protected Party, (i) subject to clauses (e) and (f) of this Section 3.01, the sum payable shall be increased as necessary so that after making all such required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 2.17(a)3.01) such Lender or Agent (as the case may be) Tax Protected Party receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductionsdeductions and withholdings, (iii) the Borrower shall pay the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law Applicable Law and (iv) the Borrower shall furnish to the Administrative Agent, for delivery to such Lenderat the Agent’s Office, the original or a certified copy of a receipt evidencing payment thereof.

Payments Net of Certain Taxes. Any and Except as provided below in this ----------------------------- Section 3.10, all payments made by the Borrower to or for the account of under this Agreement and any Lender or any Agent hereunder or under any other Loan Document ------------ Notes shall be made free and clear of of, and without deduction or withholding for or on account of, any and all present or future taxes, duties, levies, imposts, deductionsduties, charges and withholdings and all liabilities with respect theretocharges, excluding: fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any court, or Governmental Authority, excluding (i) taxes imposed on or measured by all or part of the net income (including branch profits or similar taxes) of, and gross receipts, franchise net receipts or similar taxes imposed on, any Agent gross or net income of any Lender by the jurisdiction (or subdivision thereof) under the laws of which such Lender or Agent is organized or in which its principal executive office is located or, in the case of each Lender, in which its Applicable Lending Office is located, (ii) in the case of each Lender, any United States withholding tax imposed on such payments, but only to the extent that such Lender is subject to United States withholding tax at the time such Lender first becomes a party to this Agreement or changes its Applicable Lending Office, or any branch or affiliate thereof, or the Administrative Agent, (ii) any franchise taxes, branch taxes, taxes on doing business or taxes on the overall capital or net worth of any Lender or its Applicable Lending Office, or any branch or affiliate thereof, in each case imposed in lieu of net income taxes, (iii) any backup withholding tax imposed by taxes resulting from a transfer or assignment of all or such portion of a Loan, unless the United States (Lender transfers all or any state or locality thereof) on portion of a Lender or Administrative Agent that is a “United States person” within Loan at the meaning of Section 7701(a)(30) request of the Internal Revenue CodeBorrower, and or (iv) any taxes tax imposed by FATCA reason of any connection between the jurisdiction imposing such tax and such Lender, Applicable Lending Office, branch or affiliate other than a connection arising solely from such Lender having executed, delivered or performed its obligations, or received payment under or enforced, this Agreement or any Notes (all the taxes described in these clauses (i)-(v) are collectively referred to ----------- --- herein as the "Excluded Taxes"). If any such nonexcluded non-excluded taxes, levies, -------------- imposts, duties, levies, imposts, deductions, charges, fees, deductions or withholdings and liabilities being hereinafter referred ("Non-Excluded ------------ Taxes") are required to as “Taxes”). If be withheld from any amounts payable to the Borrower shall be required by law to deduct ----- Administrative Agent or any Taxes from or in respect of any sum payable Lender hereunder or under any other Loan Document to any Lender or any AgentNotes, (i) the sum amounts so payable to the Administrative Agent or such Lender shall be increased as to the extent necessary so to yield to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and any Notes, provided, however, that after making all the Credit Parties shall be entitled to deduct -------- ------- and withhold any Non-Excluded Taxes and shall not be required to increase any such required deductions amounts payable to any Lender that is not organized under the laws of the United States of America or a state thereof if such Lender fails to comply with the requirements of paragraph (including deductions applicable to additional sums payable under c) of this Section 2.17(a)3.10 whenever any Non-Excluded ------------- ------------ Taxes are payable by the Borrower, and (ii) as promptly as possible thereafter the Borrower shall send to the Administrative Agent for its own account or for the account of such Lender or Agent (Lender, as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law and (iv) the Borrower shall furnish to the Administrative Agent, for delivery to such Lender, the original or a certified copy of a an original official receipt evidencing received by the Borrower showing payment thereof. If the Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to the Administrative Agent the required receipts or other required documentary evidence, the Borrower shall indemnify the Administrative Agent and any Lender for any incremental taxes, interest or penalties that may become payable by the Administrative Agent or any Lender as a result of any such failure. If a Lender shall change its office that makes or maintains a Loan hereunder, the Borrower shall not be required to pay any increased amounts to the Lender in respect of any Non-Excluded Taxes pursuant to this Section 3.10(a) except to the extent that any obligation to withhold or --------------- deduct any amount with respect to such Non-Excluded Taxes existed on the date the Lender changed such office, unless the Lender changed the office at the request of the Borrower. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Payments Net of Certain Taxes. Any and all payments made by the Borrower to or for the account of any Lender or any Agent hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges and withholdings and all liabilities with respect theretoTaxes, excluding: (i) taxes Taxes imposed on or measured by the net income (including branch profits or similar taxesTaxes) of, and gross receipts, franchise or similar taxes Taxes imposed on, any Agent or any Lender (a) by the jurisdiction (or subdivision thereof) under the laws of which such Lender or Agent is organized or in which its principal executive office is located or, in the case of each Lender, in which its Applicable Lending Office is locatedlocated or (b) that are Other Connection Taxes, (ii) in the case of each Lender, any United States withholding tax Tax imposed on such payments, but only to the extent that such Lender is subject to United States withholding tax Tax at the time such Lender first becomes a party to this Agreement or changes its Applicable Lending Office, (iii) any backup withholding tax Tax imposed by the United States (or any state or locality thereof) on a Lender or Administrative Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue CodeAgent, and (iv) any taxes Taxes imposed by FATCA (all such nonexcluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Indemnified Taxes”). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any other Loan Document to any Lender or any Agent, (i) the sum payable shall be increased as necessary so that after making all such required deductions (including deductions applicable to additional sums payable under this Section 2.17(a)) such Lender or Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law and (iv) the Borrower shall furnish to the Administrative Agent, for delivery to such Lender, the original or a certified copy of a receipt evidencing payment thereof.any

Payments Net of Certain Taxes. Any and all payments by the Guarantor or the Borrower to or for the account of any Lender or any Agent hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges and withholdings and all liabilities with respect thereto, excluding: (i) taxes imposed on or measured by the net income (including branch profits or similar taxes) of, and gross receipts, franchise or similar taxes imposed on, any Agent or any Lender by the jurisdiction (or subdivision thereof) under the laws of which such Lender or Agent is organized or in which its principal executive office is located or, in the case of each Lender, in which its Applicable Lending Office is located, and (ii) in the case of each Lender, any United States withholding tax imposed on such payments, but only to the extent that such Lender is subject to United States withholding tax at the time such Lender first becomes a party to this Agreement or changes its Applicable Lending Office, (iii) any backup withholding tax imposed by the United States (or any state or locality thereof) on a Lender or Administrative Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code, and (iv) any taxes imposed by FATCA Office (all such nonexcluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If the Guarantor and the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any other Loan Document to any Lender or any Agent, (i) the sum payable shall be increased by the applicable party as necessary so that after making all such required deductions (including deductions applicable to additional sums payable under this Section 2.17(a2.16(a)) such Lender or Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Guarantor or the Borrower shall make such deductions, (iii) the Guarantor or the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law and (iv) the Guarantor or the Borrower shall furnish to the Administrative Agent, for delivery to such Lender, the original or a certified copy of a receipt evidencing payment thereof.

Payments Net of Certain Taxes. Any and all payments by the Borrower to or for the account of any Lender or any Agent Protected Party hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges and withholdings or withholdings, and all liabilities with respect theretothereto (hereinafter referred to as “Taxes”), excluding: , in the case of each Protected Party, (i) taxes Taxes imposed on or measured by the its net income (including branch profits or similar taxes) ofincome, and gross receiptsfranchise, franchise branch profits, capital or similar taxes net worth Taxes imposed onon it, any Agent or any Lender in each case by the jurisdiction (or subdivision thereof) under the laws of which such Lender or Agent Protected Party is organized or in which its principal executive has an office is located oror place of business, in the case other than solely on account of each Lenderbeing a party to, in which its Applicable Lending Office is locatedreceiving a payment or income under, or enforcing, this Agreement or any other Loan Document, or any political subdivision thereof, and (ii) in the case of each Lender, any United States U.S. federal withholding tax Taxes imposed on such payments, but only to the extent that such Lender is subject to United States withholding tax at the time such Lender first becomes a party to this Agreement or changes its Applicable Lending Office, (iii) any backup withholding tax imposed by the United States (or any state or locality thereof) on a Lender or Administrative Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code, and (iv) any taxes imposed by under FATCA (all such nonexcluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities non-excluded Taxes being hereinafter referred to as “Indemnified Taxes”). If the Borrower shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable hereunder under this Agreement or under any other Loan Document to any Lender or any AgentProtected Party, (i) if such Taxes are Indemnified Taxes, the sum payable shall be increased as necessary so that after making all such required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 2.17(a)3.01) such Lender or Agent (as the case may be) Protected Party receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductionsdeductions and withholdings, (iii) the Borrower shall pay the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law 747656567 17557858 79 Fifth Amended and (iv) the Borrower shall furnish to the Administrative Agent, for delivery to such Lender, the original or a certified copy of a receipt evidencing payment thereof.Restated Warehouse Loan Agreement