Common use of Reimbursable Taxes Clause in Contracts

Reimbursable Taxes. Borrower covenants and agrees that: (a) Borrower will indemnify Lender against and reimburse Lender for all present and future income, stamp and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or any Libor Loans (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any taxes imposed on or measured by the overall gross or net income of Lender, franchise or margin tax or the Lending Office of Lender by any jurisdiction in which Lender or the Lending Office is located (all such non-excluded taxes, levies, costs and charges being collectively called “Reimbursable Taxes” in this section). Such indemnification shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnity. (b) All payments on account of the principal of, and interest on, Lender’s Loans and Note, and all other amounts payable by Borrower to Lender hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of Borrower. In the event of Borrower being compelled by Law to make any such deduction or withholding from any payment to Lender, Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by Lender after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to Lender an official receipt or other official document evidencing payment of such deduction or withholding. (c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Libor Loan, Borrower may elect, by giving to Lender not less than three Business Days’ notice, to convert all (but not less than all) of any such Libor Loan into a Base Rate Loan, but such election shall not diminish Borrower’s obligation to pay all Reimbursable Taxes. (d) Notwithstanding the foregoing provisions of this section, Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of Lender.

Reimbursable Taxes. Borrower covenants and agrees that: (a) Borrower will indemnify Administrative Agent and each Lender against and reimburse Administrative Agent and each Lender for all present and future income, stamp and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or any Libor Loans Fixed Rate Portions (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any franchise taxes or income taxes imposed on or measured by the overall gross net income, assets, net worth or net income shareholders' capital of Lender, franchise Administrative Agent or margin tax such Lender or the Lending Office any lending office of Administrative Agent or such Lender by any jurisdiction in which Administrative Agent or such Lender or the Lending Office any such lending office is located (all such non-excluded taxes, levies, costs and charges being collectively called “"Reimbursable Taxes” " in this section). Such indemnification shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnity. (b) All payments on account of the principal of, and interest on, each Lender’s Loans 's Loan and each Lender's Note, and all other amounts payable by Borrower to Administrative Agent and each Lender hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of Borrower. In the event of Borrower being compelled by Law law or other regulations to make any such deduction or withholding from any payment to Administrative Agent or any Lender, Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by Administrative Agent or such Lender after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to Administrative Agent or such Lender an official receipt or other official document evidencing payment of such deduction or withholding. (c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Libor LoanFixed Rate Portion, Borrower may elect, by giving to Administrative Agent and each Lender not less than three Business Days’ ' notice, to convert all (but not less than all) of any such Libor Loan Fixed Rate Portion into a part of the Base Rate LoanPortion, but such election shall not diminish Borrower’s 's obligation to pay all Reimbursable Taxes. (d) Notwithstanding the foregoing provisions of this section, Borrower shall be entitled, to the extent it is required to do so by Lawlaw, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of any Lender, other than a Lender (i) who is a U.S. person for Federal income tax purposes or (ii) who has the Prescribed Forms on file with Administrative Agent (with copies provided to Borrower) for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms, provided that if Borrower shall so deduct or withhold any such taxes, it shall provide a statement to Administrative Agent and such Lender, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Lender may reasonably request for assisting such Lender to obtain any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Lender is subject to tax. As used in this section, "Prescribed Forms" means such duly executed forms or statements, and in such number of copies, which may, from time to time, be prescribed by law and which, pursuant to applicable provisions of (x) an income tax treaty between the United States and the country of residence of the Lender providing the forms or statements, (y) the Internal Revenue Code of 1986, as amended from time to time, or (z) any applicable rules or regulations thereunder, permit Borrower to make payments hereunder for the account of such Lender free of such deduction or withholding of income or similar taxes.

Reimbursable Taxes. Borrower covenants and agrees that: (a) Borrower will indemnify each Lender Party against and reimburse each Lender Party for all present and future income, stamp and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or any Libor Eurodollar Loans or Letters of Credit (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any taxes imposed on or measured by the overall gross or net income of Lender, franchise Administrative Agent or margin tax such Lender Party or the any Applicable Lending Office of such Lender Party by any jurisdiction in which such Lender Party or the any such Applicable Lending Office is located (all such non-excluded taxes, levies, costs and charges being collectively called “"Reimbursable Taxes” " in this section). Such indemnification shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnity. (b) All payments on account of the principal of, and interest on, Lender’s each Lender Party's Loans and Note, and all other amounts payable by Borrower to any Lender Party hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of Borrower. In the event of Borrower being compelled by Law to make any such deduction or withholding from any payment to Lenderany Lender Party, Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by such Lender Party after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to such Lender Party an official receipt or other official document evidencing payment of such deduction or withholding. (c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Libor Eurodollar Loan, Borrower may elect, by giving to Administrative Agent and such Lender Party not less than three Business Days’ ' notice, to convert Convert all (but not less than all) of any such Libor Eurodollar Loan into a Base Rate Loan, but such election shall not diminish Borrower’s 's obligation to pay all Reimbursable Taxes. (d) Notwithstanding the foregoing provisions of this section, Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of Lenderany Lender Party, other than a Lender Party (i) who is a U.S. person for Federal income tax purposes or (ii) who has the Prescribed Forms on file with Administrative Agent (with copies provided to Borrower) for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms, provided that if Borrower shall so deduct or withhold any such taxes, it shall provide a statement to Administrative Agent and such Lender Party, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Lender Party may reasonably request for assisting such Lender Party to obtain any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Lender Party is subject to tax. As used in this section, "Prescribed Forms" means such duly executed forms or statements, and in such number of copies, which may, from time to time, be prescribed by Law and which, pursuant to applicable provisions of (x) an income tax treaty between the United States and the country of residence of the Lender Party providing the forms or statements, (y) the Code, or (z) any applicable rules or regulations thereunder, permit Borrower to make payments hereunder for the account of such Lender Party free of such deduction or withholding of income or similar taxes.

Reimbursable Taxes. Borrower covenants and agrees that: (a) Borrower will indemnify Lender against the Bank against, and reimburse Lender for the Bank for, all present and future income, excise, stamp or franchise taxes and other taxes, leviesfees, costs and duties, withholdings or other charges of any nature whatsoever imposed, assessed, levied or collected on or in respect of this Agreement insofar as it pertains to a Fixed Rate Portion or any Libor Loans Fixed Rate Portions (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any but excluding taxes imposed on or measured by the overall gross or Bank's net income of Lender, franchise or margin tax or the Lending Office of Lender by any jurisdiction in which Lender or the Lending Office is located receipts (all such non-excluded taxes, levies, costs and charges items being collectively called “"Reimbursable Taxes” in this section"). Such indemnification shall be on an after-tax basis, taking into account any income taxes imposed on the amounts paid as indemnity. (b) All payments by Borrower on account of the principal of, and interest on, Lender’s Loans and Note, the Loan and all other amounts payable by Borrower to Lender hereunder, the Bank hereunder shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions deduction or withholdings of any nature by reason of withholding for any Reimbursable Taxes, all of which will shall be for the account of Borrower. In the event of Borrower being compelled by Law to make that any such withholding or deduction or withholding from any payment to Lenderbe made by Borrower hereunder is required in respect of any Reimbursable Taxes pursuant to any applicable law, rule or regulation, Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause ensure that the amount receivable actually received by Lender after such deduction or withholding to the Bank will equal the full amount which the Bank would have received had no such withholding or deduction been receivable in the absence of such deduction or withholdingrequired. If Borrower should shall make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to Lender the Bank an official receipt or other official document evidencing payment of such deduction or withholding. (c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Libor LoanFixed Rate Portion, Borrower may elect, by giving to Lender the Bank not less than three Business Days’ ' notice, to convert all (but not less than all) of any such Libor Loan Fixed Rate Portion into a part of the Base Rate LoanPortion, but such election shall not diminish Borrower’s 's obligation to pay all Reimbursable Taxes. (d) Notwithstanding the foregoing provisions of this section, Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of Lender.

Reimbursable Taxes. Borrower covenants and agrees that: (a) Borrower will indemnify each Lender Party against and reimburse each Lender Party for all present and future income, stamp and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or any Libor Eurodollar Loans or Letters of Credit (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any taxes imposed on or measured by the overall gross or net income of Lender, franchise Administrative Agent or margin tax such Lender Party or the any Applicable Lending Office of such Lender Party by any jurisdiction in which such Lender Party or the any such Applicable Lending Office is located (all such non-excluded taxes, levies, costs and charges being collectively called “"Reimbursable Taxes” " in this section). Such indemnification shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnity. (b) All payments on account of the principal of, and interest on, Lender’s each Lender Party's Loans and Note, and all other amounts payable by Borrower to any Lender Party hereunder, shall be made in full without set-set- off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of Borrower. In the event of Borrower being compelled by Law to make any such deduction or withholding from any payment to Lenderany Lender Party, Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by such Lender Party after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to such Lender Party an official receipt or other official document evidencing payment of such deduction or withholding. (c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Libor Eurodollar Loan, Borrower may elect, by giving to Administrative Agent and such Lender Party not less than three Business Days’ ' notice, to convert Convert all (but not less than all) of any such Libor Eurodollar Loan into a Base Rate Loan, but such election shall not diminish Borrower’s 's obligation to pay all Reimbursable Taxes. (d) Notwithstanding the foregoing provisions of this section, Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of Lenderany Lender Party, other than a Lender Party (i) who is a U.S. person for Federal income tax purposes or (ii) who has the Prescribed Forms on file with Administrative Agent (with copies provided to Borrower) for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms, provided that if Borrower shall so deduct or withhold any such taxes, it shall provide a statement to Administrative Agent and such Lender Party, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Lender Party may reasonably request for assisting such Lender Party to obtain any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Lender Party is subject to tax. As used in this section, "Prescribed Forms" means such duly executed forms or statements, and in such number of copies, which may, from time to time, be prescribed by Law and which, pursuant to applicable provisions of (x) an income tax treaty between the United States and the country of residence of the Lender Party providing the forms or statements, (y) the Code, or (z) any applicable rules or regulations thereunder, permit Borrower to make payments hereunder for the account of such Lender Party free of such deduction or withholding of income or similar taxes.

Reimbursable Taxes. Borrower covenants and agrees that: (a) Borrower will indemnify Lender against Lenders against, and reimburse Lender for Lenders for, all present and future income, excise, stamp or franchise taxes and other taxes, leviesfees, costs and duties, withholdings or other charges of any nature whatsoever imposed, assessed, levied or collected on or in respect of this Agreement insofar as it pertains to a Fixed Rate Portion or any Libor Loans Fixed Rate Portions (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any but excluding taxes imposed on or measured by the overall gross or any Lender's net income of Lender, franchise or margin tax or the Lending Office of Lender by any jurisdiction in which Lender or the Lending Office is located receipts (all such non-excluded taxes, levies, costs and charges items being collectively called “"Reimbursable Taxes” in this section"). Such indemnification shall be on an after-tax basis, taking into account any income taxes imposed on the amounts paid as indemnity. (b) All payments by Borrower on account of the principal of, and interest on, Lender’s Loans and Note, the Loan and all other amounts payable by Borrower to Lender hereunder, Lenders hereunder shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions deduction or withholdings of any nature by reason of withholding for any Reimbursable Taxes, all of which will shall be for the account of Borrower. In the event of Borrower being compelled by Law to make that any such withholding or deduction or withholding from any payment to Lenderbe made by Borrower hereunder is required in respect of any Reimbursable Taxes pursuant to any applicable law, rule or regulation, Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause ensure that the amount receivable actually received by Lender after such deduction or withholding to Lenders will equal the full amount which Lenders would have received had no such withholding or deduction been receivable in the absence of such deduction or withholdingrequired. If Borrower should shall make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to Lender Lenders an official receipt or other official document evidencing payment of such deduction or withholding. (c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Libor LoanFixed Rate Portion, Borrower may elect, by giving to Lender Lenders not less than three Business Days’ ' notice, to convert all (but not less than all) of any such Libor Loan Fixed Rate Portion into a part of the Base Rate LoanPortion, but such election shall not diminish Borrower’s 's obligation to pay all Reimbursable Taxes. (d) Notwithstanding the foregoing provisions of this section, Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of Lender.

Reimbursable Taxes. Borrower covenants Borrowers covenant and agrees agree that: (ai) Borrower Borrowers will indemnify each Lender Party against and reimburse each Lender Party for all present and future income, stamp and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or any Libor Loans (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any taxes imposed on or measured by the overall gross or net income of Lender, franchise such Lender Party or margin tax or the any Applicable Lending Office of such Lender Party by any jurisdiction in which such Lender Party or the any such Applicable Lending Office is located (all such non-excluded taxes, levies, costs and charges being collectively called “Reimbursable Taxes” "REIMBURSABLE TAXES" in this sectionSection). Such indemnification shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnity. (bii) All payments on account of the principal of, and interest on, Lender’s Loans and Noteeach Lender Party's Term Loan, and all other amounts payable by Borrower Borrowers to any Lender Party hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of BorrowerBorrowers. In the event of Borrower Borrowers being compelled by Law to make any such deduction or withholding from any payment to Lenderany Lender Party, Borrower Borrowers shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by such Lender Party after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should Borrowers shall make any deduction or withholding as aforesaid, Borrower Borrowers shall within 60 days thereafter forward to such Lender Party an official receipt or other official document evidencing payment of such deduction or withholding. (c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Libor Loan, Borrower may elect, by giving to Lender not less than three Business Days’ notice, to convert all (but not less than all) of any such Libor Loan into a Base Rate Loan, but such election shall not diminish Borrower’s obligation to pay all Reimbursable Taxes. (diii) Notwithstanding the foregoing provisions of this sectionSection, Borrower Borrowers shall be entitled, to the extent it is they are required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of Lenderany Lender Party, other than Lender Party (A) who is a U.S. person for Federal income tax purposes or (B) who has the Prescribed Forms on file with the Term Lender Agent (with copies provided to the Borrower Representative) for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms; provided, however, that if Borrower shall so deduct or withhold any such taxes, it shall provide a statement to the Term Lender Agent and such Lender Party, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Lender Party may reasonably request for assisting such Lender Party to obtain any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Lender Party is subject to tax. As used in this Section, "PRESCRIBED FORMS" means such duly executed forms or statements, and in such number of copies, which may, from time to time, be prescribed by Law and which, pursuant to applicable provisions of (i) an income tax treaty between the United States and the country of residence of such Lender Party providing the forms or statements, (ii) the Tax Code or (iii) any applicable rules or regulations thereunder, permit Borrowers to make payments hereunder for the account of such Lender Party free of such deduction or withholding of income or similar taxes.

Reimbursable Taxes. Borrower covenants and agrees that: (a) Borrower will indemnify Agent and each Lender against and reimburse Agent and each Lender for all present and future income, stamp and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or any Libor Loans (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any taxes imposed on or measured by the overall gross or net income of Lender, franchise Agent or margin tax such Lender or the Lending Office any lending office of Agent or such Lender by any jurisdiction in which Agent or such Lender or the Lending Office any lending office is located (all such non-excluded taxes, levies, costs and charges being collectively called “"Reimbursable Taxes” " in this sectionSection). Such indemnification shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnity. (b) All payments on account of the principal of, and interest on, each Lender’s Loans and 's Loan, each Lender's Note, and the Swing-Line Note and all other amounts payable by Borrower to Agent and each Lender hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of Borrower. In the event of Borrower being compelled by Law law or other regulations to make any such deduction or withholding from any payment to Agent or any Lender, Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by Agent or such Lender after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to Agent or such Lender an official receipt or other official document evidencing payment of such deduction or withholding. (c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Libor Loan, Borrower may elect, by giving to Lender not less than three Business Days’ notice, to convert all (but not less than all) of any such Libor Loan into a Base Rate Loan, but such election shall not diminish Borrower’s obligation to pay all Reimbursable Taxes. (d) Notwithstanding the foregoing provisions of this section, Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of Lender.

Reimbursable Taxes. Borrower covenants and agrees that: (a) Borrower will indemnify each Lender Party against and reimburse each Lender Party for all present and future income, stamp and other taxes, duties, levies, costs imposts, deductions, charges, costs, and charges withholdings whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or any Libor LIBOR Loans or Letters of Credit (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any taxes imposed on or measured by the overall gross or net income of Lender, franchise Administrative Agent or margin tax such Lender Party or the any Applicable Lending Office of such Lender Party (or franchise or equivalent taxes) by any jurisdiction in which such Lender Party or the any such Applicable Lending Office is located (all such non-excluded taxes, levies, costs and charges being collectively called “"Reimbursable Taxes” " in this section). Such indemnification shall be on an after-tax basis, taking into account Borrower also will indemnify each Lender Party for taxes of any taxes kind imposed on the amounts paid as indemnitypursuant to this Section 3.7. (b) All payments on account of the principal of, and interest on, Lender’s each Lender Party's Loans and Note, and all other amounts payable by Borrower to any Lender Party hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of Borrower. In the event of Borrower being compelled is required by Law to make any such deduction or withholding from any payment to Lenderany Lender Party, Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by such Lender Party after such deduction or withholding (including after deduction or withholding on such additional amounts) to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to such Lender Party an official receipt or other official document evidencing payment of such deduction or withholding. (c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Libor LIBOR Loan, Borrower may elect, by giving to Administrative Agent and such Lender Party not less than three Business Days’ ' notice, to convert Convert all (but not less than all) of any such Libor LIBOR Loan into a Base Rate LoanLoan if such conversion will reduce the amount of taxes Borrower is required to pay, but such election shall not diminish Borrower’s 's obligation to pay all Reimbursable Taxes. (d) Notwithstanding the foregoing provisions of this section, Borrower any Lender Party organized under the laws of a jurisdiction outside of the United States shall not be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not entitled to make any indemnification or reimbursement for) income or other similar pursuant to this Section 3.7 with respect to any taxes imposed by the United States of America if such Lender Party does not have the Prescribed Forms on file with Administrative Agent (with copies provided to Borrower) for the applicable year establishing that such Lender Party is exempt from or entitled to a reduced rate of United States withholding tax on payments pursuant to this Agreement or any other Loan Document (other than any portion thereof attributable if such failure to have the Prescribed Forms on file is due to a change in federal income tax Laws effected the applicable Law, or in the interpretation or application thereof, occurring after the date hereof) from interestsuch Lender Party becomes a party to this Agreement); provided, fees that if the Prescribed Forms provided by a Lender Party at the time such Lender Party first becomes a party to this Agreement indicate a United States interest withholding tax rate in excess of zero, such Lender Party shall not be entitled to any indemnification or reimbursement for United States withholding tax only to the extent of such rate; and provided, further, that if Borrower shall so deduct or withhold any such taxes, it shall provide a statement to Administrative Agent and such Lender Party, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Lender Party may reasonably request for assisting such Lender Party to obtain any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Lender Party is subject to tax. As used in this section, "Prescribed Forms" means Internal Revenue Service Forms W-8BEN or W-8ECI or any successor or other amounts payable hereunder for form prescribed by the account of LenderInternal Revenue Service.

Reimbursable Taxes. Borrower covenants and agrees that: (a) Borrower will indemnify each Lender Party against and reimburse each Lender Party for all present and future income, stamp and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or any Libor Eurodollar Loans (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any taxes imposed on or measured by the overall gross or net income of Lender, franchise Agent or margin tax such Lender Party or the any Applicable Lending Office of such Lender Party by any jurisdiction in which such Lender Party or the any such Applicable Lending Office is located (all such non-excluded taxes, levies, costs and charges being collectively called “"Reimbursable Taxes” " in this section). Such indemnification shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnity. (b) All payments on account of the principal of, and interest on, Lender’s each Lender Party's Loans and Note, and all other amounts payable by Borrower to any Lender Party hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of Borrower. In the event of Borrower being compelled by Law to make any such deduction or withholding from any payment to Lenderany Lender Party, Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by such Lender Party after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to such Lender Party an official receipt or other official document evidencing payment of such deduction or withholding. (c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Libor Eurodollar Loan, Borrower may elect, by giving to Agent and such Lender Party not less than three Business Days’ ' notice, to convert all (but not less than all) of any such Libor Eurodollar Loan into a Base Rate Loan, but such election shall not diminish Borrower’s 's obligation to pay all Reimbursable Taxes. (d) Notwithstanding the foregoing provisions of this section, Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of Lenderany Lender Party, other than a Lender Party (i) who is a U.S. person for Federal income tax purposes or (ii) who has the Prescribed Forms on file with Agent (with copies provided to Borrower) for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms, provided that if Borrower shall so deduct or withhold any such taxes, it shall provide a statement to Agent and such Lender Party, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Lender Party may reasonably request for assisting such Lender Party to obtain any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Lender Party is subject to tax. As used in this section, "Prescribed Forms" means such duly executed forms or statements, and in such number of copies, which may, from time to time, be prescribed by Law and which, pursuant to applicable provisions of (x) an income tax treaty between the United States and the country of residence of the Lender Party providing the forms or statements, (y) the Internal Revenue Code, or (z) any applicable rules or regulations thereunder, permit Borrower to make payments hereunder for the account of such Lender Party free of such deduction or withholding of income or similar taxes.

Reimbursable Taxes. Borrower covenants and agrees that: (a) Borrower will indemnify each Lender Party against and reimburse each Lender Party for all present and future income, stamp and other taxes, duties, levies, costs imposts, deductions, charges, costs, and charges withholdings whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or any Libor LIBOR Loans or Letters of Credit (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any taxes imposed on or measured by the overall gross or net income of Lender, franchise Administrative Agent or margin tax such Lender Party or the any Applicable Lending Office of such Lender Party (or franchise or equivalent taxes) by any jurisdiction in which such Lender Party or the any such Applicable Lending Office is located (all such non-excluded taxes, levies, costs and charges being collectively called “"Reimbursable Taxes” " in this section). Such indemnification shall be on an after-tax basis, taking into account Borrower also will indemnify each Lender Party for taxes of any taxes kind imposed on the amounts paid as indemnitypursuant to this Section 3.7. (b) All payments on account of the principal of, and interest on, Lender’s each Lender Party's Loans and Note, and all other amounts payable by Borrower to any Lender Party hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of Borrower. In the event of Borrower being compelled is required by Law to make any such deduction or withholding from any payment to Lenderany Lender Party, Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by such Lender Party after such deduction or withholding (including after deduction or withholding on such additional amounts) to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to such Lender Party an official receipt or other official document evidencing payment of such deduction or withholding. (c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Libor LIBOR Loan, Borrower may elect, by giving to Administrative Agent and such Lender Party not less than three Business Days’ ' notice, to convert Convert all (but not less than all) of any such Libor LIBOR Loan into a Base Rate LoanLoan if such conversion will reduce the amount of taxes Borrower is required to pay, but such election shall not diminish Borrower’s 's obligation to pay all Reimbursable Taxes. (d) Notwithstanding the foregoing provisions of this section, Borrower any Lender Party organized under the laws of a jurisdiction outside of the United States shall not be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not entitled to make any indemnification or reimbursement for) income or other similar pursuant to this Section 3.7 with respect to any taxes imposed by the United States of America if such Lender Party does not have the Prescribed Forms on file with Administrative Agent (with copies provided to Borrower) for the applicable year establishing that such Lender Party is exempt from or entitled to a reduced rate of United States withholding tax on payments pursuant to this Agreement or any other Loan Document (other than any portion thereof attributable if such failure to have the Prescribed Forms on file is due to a change in federal income tax Laws effected the applicable Law, or in the interpretation or application thereof, occurring after the date hereof) from interestsuch Lender Party becomes a party to this Agreement); provided, fees that if the Prescribed Forms provided by a Lender Party at the time such Lender Party first becomes a party to this Agreement indicate a United States interest withholding tax rate in excess of zero, such Lender Party shall not be entitled to any indemnification or reimbursement for United States withholding tax only to the extent of such rate; and provided, further, that if Borrower shall so deduct or withhold any such taxes, it shall provide a statement to Administrative Agent and such Lender Party, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Lender Party may reasonably request for assisting such Lender Party to obtain any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Lender Party is subject to tax. As used in this section, "Prescribed Forms" means Internal Revenue Service Forms W-8BEN or W- 8ECI or any successor or other amounts payable hereunder for form prescribed by the account of LenderInternal Revenue Service.

Reimbursable Taxes. Borrower covenants and agrees that:: ------------------ (a) Borrower will indemnify each Lender Party against and reimburse each Lender Party for all present and future income, stamp and other taxes, duties, levies, costs imposts, deductions, charges, costs, and charges withholdings whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or any Libor LIBOR Loans or Letters of Credit (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any taxes imposed on or measured by the overall gross or net income of Lender, franchise Administrative Agent or margin tax such Lender Party or the any Applicable Lending Office of such Lender Party (or franchise or equivalent taxes) by any jurisdiction in which such Lender Party or the any such Applicable Lending Office is located (all such non-excluded taxes, levies, costs and charges being collectively called “"Reimbursable Taxes” " in this section). Such indemnification shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnity. (b) All payments on account of the principal of, and interest on, Lender’s each Lender Party's Loans and Note, and all other amounts payable by Borrower to any Lender Party hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of Borrower. In the event of Borrower being compelled by Law to make any such deduction or withholding from any payment to Lenderany Lender Party, Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by such Lender Party after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to such Lender Party an official receipt or other official document evidencing payment of such deduction or withholding. (c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Libor LIBOR Loan, Borrower may elect, by giving to Administrative Agent and such Lender Party not less than three Business Days’ ' notice, to convert Convert all (but not less than all) of any such Libor LIBOR Loan into a Base Rate Loan, but such election shall not diminish Borrower’s 's obligation to pay all Reimbursable Taxes. (d) Notwithstanding the foregoing provisions of this section, Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of Lenderany Lender Party, other than a Lender Party (i) who is a U.S. person for Federal income tax purposes or (ii) who has the Prescribed Forms on file with Administrative Agent (with copies provided to Borrower) for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms, provided that if Borrower shall so deduct or withhold any such taxes, it shall provide a statement to Administrative Agent and such Lender Party, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Lender Party may reasonably request for assisting such Lender Party to obtain any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Lender Party is subject to tax. As used in this section, "Prescribed Forms" means such duly executed forms or statements, and in such number of copies, which may, from time to time, be prescribed by Law and which, pursuant to applicable provisions of (x) an income tax treaty between the United States and the country of residence of the Lender Party providing the forms or statements, (y) the Code, or (z) any applicable rules or regulations thereunder, permit Borrower to make payments hereunder for the account of such Lender Party free of such deduction or withholding of income or similar taxes.

Reimbursable Taxes. Borrower covenants and agrees that: (a) Borrower will indemnify each Lender Party against and reimburse each Lender Party for all present and future income, stamp and other taxes, duties, levies, costs imposts, deductions, charges, costs, and charges withholdings whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or any Libor LIBOR Loans or Letters of Credit (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any taxes imposed on or measured by the overall gross or net income of Lender, franchise Administrative Agent or margin tax such Lender Party or the any Applicable Lending Office of such Lender Party (or franchise or equivalent taxes) by any jurisdiction in which such Lender Party or the any such Applicable Lending Office is located (all such non-excluded taxes, levies, costs and charges being collectively called “"Reimbursable Taxes” " in this section). Such indemnification shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnity. (b) All payments on account of the principal of, and interest on, Lender’s each Lender Party's Loans and Note, and all other amounts payable by Borrower to any Lender Party hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of Borrower. In the event of Borrower being compelled by Law to make any such deduction or withholding from any payment to Lenderany Lender Party, Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by such Lender Party after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to such Lender Party an official receipt or other official document evidencing payment of such deduction or withholding. (c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Libor LIBOR Loan, Borrower may elect, by giving to Administrative Agent and such Lender Party not less than three Business Days’ ' notice, to convert Convert all (but not less than all) of any such Libor LIBOR Loan into a Base Rate Loan, but such election shall not diminish Borrower’s 's obligation to pay all Reimbursable Taxes. (d) Notwithstanding the foregoing provisions of this section, Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of Lenderany Lender Party, other than a Lender Party (i) who is a U.S. person for Federal income tax purposes or (ii) who has the Prescribed Forms on file with Administrative Agent (with copies provided to Borrower) for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms, provided that if Borrower shall so deduct or withhold any such taxes, it shall provide a statement to Administrative Agent and such Lender Party, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Lender Party may reasonably request for assisting such Lender Party to obtain any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Lender Party is subject to tax. As used in this section, "Prescribed Forms" means such duly executed forms or statements, and in such number of copies, which may, from time to time, be prescribed by Law and which, pursuant to applicable provisions of (x) an income tax treaty between the United States and the country of residence of the Lender Party providing the forms or statements, (y) the Code, or (z) any applicable rules or regulations thereunder, permit Borrower to make payments hereunder for the account of such Lender Party free of such deduction or withholding of income or similar taxes.

Reimbursable Taxes. With respect to the Commitments, the relevant Borrower thereunder covenants and agrees with each Lender Party extending credit pursuant thereto that: (a) Such Borrower will indemnify each such Lender Party against and reimburse each such Lender Party for all present and future income, stamp and other taxes, duties, levies, costs imposts, deductions, charges, costs, and charges withholdings whatsoever imposed, assessed, levied or collected on or in respect of this Agreement Agreement, any Eurodollar Loans, any BA's or any Libor Loans Letters of Credit (whether or not legally or correctly imposed, assessed, levied or collected)) including all taxes imposed pursuant to Part XIII of the Income Tax Act (Canada) and any withholding or other taxes imposed on any Lender Party under Canadian Law, excluding, however, any taxes imposed on or measured by the overall gross or net income of Lender, franchise any Agent or margin tax such Lender Party or the any Applicable Lending Office of such Lender Party by any jurisdiction in which such Lender Party or the any such Applicable Lending Office is located (all such non-excluded taxes, levies, costs and charges being collectively called “"Reimbursable Taxes” " in this section). Such indemnification shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnity. (b) All payments on account of the principal of, and interest on, Lender’s each such Lender Party's Loans and NoteNotes, and all other amounts payable by such Borrower to any such Lender Party hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of the relevant Borrower. In the event of any such Borrower being compelled by Law to make any such deduction or withholding from any payment to Lenderany such Lender Party, such Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by such Lender Party after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If any such Borrower should make any deduction or withholding as aforesaid, such Borrower shall within 60 days thereafter forward to such Lender Party an official receipt or other official document evidencing payment of such deduction or withholding. (c) If any such Borrower is ever required to pay any Reimbursable Tax with respect to any Libor Eurodollar Loan, such Borrower may elect, by giving to the relevant Agent and such Lender Party not less than three Business Days’ ' notice, to convert Convert all (but not less than all) of any such Libor Eurodollar Loan into a Base Rate Loan, but such election shall not diminish such Borrower’s 's obligation to pay all Reimbursable Taxes. (d) Notwithstanding the foregoing provisions of this section, such Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America or Canada (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of Lendersuch Lender Party, other than such a Lender Party (i) who is a US person for Federal income tax purposes or (ii) who has the Prescribed Forms on file with Administrative Agent (with copies provided to the relevant Borrower) for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms, provided that if such Borrower shall so deduct or withhold any such taxes, it shall provide a statement to Administrative Agent and such Lender Party, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Lender Party may reasonably request for assisting such Lender Party to obtain any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Lender Party is subject to tax. As used in this section, "Prescribed Forms" means such duly executed forms or statements, and in such number of copies, which may, from time to time, be prescribed by Law and which, pursuant to applicable provisions of (x) an income tax treaty between the United States and the country of residence of such Lender Party providing the forms or statements, (y) the Code, or (z) any applicable rules or regulations thereunder, permit such Borrower to make payments hereunder for the account of such Lender Party free of such deduction or withholding of income or similar taxes.

Reimbursable Taxes. Borrower covenants Borrowers covenant and agrees agree that: (ai) Borrower Borrowers will indemnify each Lender Party against and reimburse each Lender Party for all present and future income, stamp and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or any Libor Loans Letters of Credit (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any taxes imposed on or measured by the overall gross or net income of Lender, franchise such Lender Party or margin tax or the any Applicable Lending Office of such Lender Party by any jurisdiction in which such Lender Party or the any such Applicable Lending Office is located (all such non-excluded taxes, levies, costs and charges being collectively called “Reimbursable Taxes” "REIMBURSABLE TAXES" in this sectionSection). Such indemnification shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnity. (bii) All payments on account of the principal of, and interest on, Lender’s Loans and Noteeach Lender Party's Letters of Credit, and all other amounts payable by Borrower Borrowers to any Lender Party hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of BorrowerBorrowers. In the event of Borrower Borrowers being compelled by Law to make any such deduction or withholding from any payment to Lenderany Lender Party, Borrower Borrowers shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by such Lender Party after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should Borrowers shall make any deduction or withholding as aforesaid, Borrower Borrowers shall within 50 60 days thereafter forward to such Lender Party an official receipt or other official document evidencing payment of such deduction or withholding. (c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Libor Loan, Borrower may elect, by giving to Lender not less than three Business Days’ notice, to convert all (but not less than all) of any such Libor Loan into a Base Rate Loan, but such election shall not diminish Borrower’s obligation to pay all Reimbursable Taxes. (diii) Notwithstanding the foregoing provisions of this sectionSection, Borrower Borrowers shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of Lenderany Lender Party, other than Lender Party (A) who is a U.S. person for Federal income tax purposes or (B) who has the Prescribed Forms on file with the LC Agent (with copies provided to the Borrower Representative) for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms; provided, however, that if Borrower shall so deduct or withhold any such taxes, it shall provide a statement to the LC Agent and such Lender Party, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Lender Party may request for assisting such Lender Party to obtain any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Lender Party is subject to tax. As used in this Section, "PRESCRIBED FORMS" means such duly executed forms or statements, and in such number of copies, which may, from time to time, be prescribed by Law and which, pursuant to applicable provisions of (i) an income tax treaty between the United States and the country of residence of such Lender Party providing the forms or statements, (ii) the Tax Code or (iii) any applicable rules or regulations thereunder, permit Borrowers to make payments hereunder for the account of such Lender Party free of such deduction or withholding of income or similar taxes.

Reimbursable Taxes. Borrower covenants and agrees that: (a) Borrower will indemnify each Lender against and reimburse each Lender for all present and future income, stamp and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or any Libor Eurodollar Loans or Letters of Credit (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any taxes imposed on or measured by the overall gross or net income of Lender, franchise Agent or margin tax such Lender or the Lending Office any lending office of such Lender by any jurisdiction in which such Lender or the Lending Office any such lending office is located (all such non-excluded taxes, levies, costs and charges being collectively called “'Reimbursable Taxes” ' in this section). Such indemnification shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnity. (ba) All payments on account of the principal of, and interest on, each Lender’s 's Loans and Note, and all other amounts payable by Borrower to any Lender hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of Borrower. In the event of Borrower being compelled by Law to make any such deduction or withholding from any payment to any Lender, Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by such Lender after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to such Lender an official receipt or other official document evidencing payment of such deduction or withholding. (cb) If Borrower is ever required to pay any Reimbursable Tax with respect to any Libor Eurodollar Loan, Borrower may elect, by giving to Agent and such Lender not less than three Business Days’ ' notice, to convert all (but not less than all) of any such Libor Eurodollar Loan into a Base Rate Loan, but such election shall not diminish Borrower’s 's obligation to pay all Reimbursable Taxes. (dc) Notwithstanding the foregoing provisions of this section, Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of any Lender., other than a Lender (i) who is a U.S. person for Federal income tax purposes or (ii) who has the Prescribed Forms on file with Agent (with copies provided to Borrower) for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms, provided that if Borrower shall so deduct or withhold any such taxes, it shall provide a statement to Agent and such Lender, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Lender may reasonably request for assisting such Lender to obtain any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Lender is subject to tax. As used in this section, "Prescribed Forms" means such duly executed forms or statements, and in such number of copies, which may, from time to time, be prescribed by Law and which, pursuant to applicable

Reimbursable Taxes. Borrower covenants and agrees that: (a) Borrower will indemnify each Lender Party against and reimburse each Lender Party for all present and future income, stamp and other taxes, duties, levies, costs imposts, deductions, charges, costs, and charges withholdings whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or any Libor LIBOR Loans or Letters of Credit (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any taxes imposed on or measured by the overall gross or net income of Lender, franchise Administrative Agent or margin tax such Lender Party or the any Applicable Lending Office of such Lender Party (or franchise or equivalent taxes) by any jurisdiction in which such Lender Party or the any such Applicable Lending Office is located (all such non-excluded taxes, levies, costs and charges being collectively called “"Reimbursable Taxes” " in this section). Such indemnification shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnity. (b) All payments on account of the principal of, and interest on, Lender’s each Lender Party's Loans and Note, and all other amounts payable by Borrower to any Lender Party hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of Borrower. In the event of Borrower being compelled by Law to make any such deduction or withholding from any payment to Lenderany Lender Party, Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by such Lender Party after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to such Lender Party an official receipt or other official document evidencing payment of such deduction or withholding. (c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Libor LIBOR Loan, Borrower may elect, by giving to Administrative Agent and such Lender Party not less than three Business Days’ ' notice, to convert Convert all (but not less than all) of any such Libor LIBOR Loan into a Base Rate Loan, but such election shall not diminish Borrower’s 's obligation to pay all Reimbursable Taxes. (d) Notwithstanding the foregoing provisions of this section, Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of Lenderany Lender Party, other than a Lender Party (i) who is a U.S. person for Federal income tax purposes or (ii) who has the Prescribed Forms on file with Administrative Agent (with copies provided to Borrower) for the applicable year to the 37 extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms, provided that if Borrower shall so deduct or withhold any such taxes, it shall provide a statement to Administrative Agent and such Lender Party, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Lender Party may reasonably request for assisting such Lender Party to obtain any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Lender Party is subject to tax. As used in this section, "Prescribed Forms" means such duly executed forms or statements, and in such number of copies, which may, from time to time, be prescribed by Law and which, pursuant to applicable provisions of (x) an income tax treaty between the United States and the country of residence of the Lender Party providing the forms or statements, (y) the Code, or (z) any applicable rules or regulations thereunder, permit Borrower to make payments hereunder for the account of such Lender Party free of such deduction or withholding of income or similar taxes.

Reimbursable Taxes. With respect to any commitment by any Lender hereunder, Borrower covenants and agrees with each Lender Party extending credit pursuant thereto that: (a) Borrower will indemnify each such Lender Party against and reimburse each such Lender Party for all present and future income, stamp and other taxes, duties, levies, costs imposts, deductions, charges, costs, and charges withholdings whatsoever imposed, assessed, levied or collected on or in respect of this Agreement Agreement, any LIBOR Loans or any Libor Loans Letters of Credit (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any taxes imposed on or measured by the overall gross or net income of Lender, franchise Administrative Agent or margin tax such Lender Party or the any Applicable Lending Office of such Lender Party by any jurisdiction in which such Lender Party or the any such Applicable Lending Office is located (all such non-excluded taxes, levies, costs and charges being collectively called “Reimbursable Taxes” in this section). Such indemnification shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnity. (b) All payments on account of the principal of, and interest on, Lendereach such Lender Party’s Loans and Note, and all other amounts payable by Borrower to any such Lender Party hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of Borrower. In the event of Borrower being compelled by Law to make any such deduction or withholding from any payment to Lenderany such Lender Party, Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by such Lender Party after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to such Lender Party an official receipt or other official document evidencing payment of such deduction or withholding. (c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Libor LIBOR Loan, Borrower may elect, by giving to Administrative Agent and such Lender Party not less than three Business Days’ notice, to convert Convert all (but not less than all) of any such Libor LIBOR Loan into a Base Rate Loan, but such election shall not diminish Borrower’s obligation to pay all Reimbursable Taxes. (d) Notwithstanding the foregoing provisions of this section, Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of Lendersuch Lender Party, other than such a Lender Party (i) who is a US person for Federal income tax purposes or (ii) who has the Prescribed Forms on file with Administrative Agent (with copies provided to the relevant Borrower) for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms, provided that if Borrower shall so deduct or withhold any such taxes, it shall provide a statement to Administrative Agent and such Lender Party, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Lender Party may reasonably request for assisting such Lender Party to obtain any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Lender Party is subject to tax. As used in this section, “Prescribed Forms” means such duly executed forms or statements, and in such number of copies, which may, from time to time, be prescribed by Law and which, pursuant to applicable provisions of (x) an income tax treaty between the United States and the country of residence of such Lender Party providing the forms or statements, (y) the Code, or (z) any applicable rules or regulations thereunder, permit Borrower to make payments hereunder for the account of such Lender Party free of such deduction or withholding of income or similar taxes.

Reimbursable Taxes. Borrower covenants and agrees that: (a) Borrower will indemnify each Lender Party against and reimburse each Lender Party for all present and future income, stamp and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or any Libor Eurodollar Loans or Letters of Credit (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any taxes imposed on or measured by the overall gross or net income of Lender, franchise Administrative Agent or margin tax such Lender Party or the any Applicable Lending Office of such Lender Party by any jurisdiction in which such Lender Party or the any such Applicable Lending Office is located (all such non-excluded taxes, levies, costs and charges being collectively called “"Reimbursable Taxes” " in this section). Such indemnification shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnity. (b) All payments on account of the principal of, and interest on, Lender’s each Lender Party's Loans and Note, and all other amounts payable by Borrower to any Lender Party hereunder, shall be made in full without set-set- off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of Borrower. In the event of Borrower being compelled by Law to make any such deduction or withholding from any payment to Lenderany Lender Party, Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by such Lender Party after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to such Lender Party an official receipt or other official document evidencing payment of such deduction or withholding. (c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Libor Eurodollar Loan, Borrower may elect, by giving to Administrative Agent and such Lender Party not less than three Business Days’ ' notice, to convert Convert all (but not less than all) of any such Libor Eurodollar Loan into a Base Rate Loan, but such election shall not diminish Borrower’s 's obligation to pay all Reimbursable Taxes. (d) Notwithstanding the foregoing provisions of this section, Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of Lenderany Lender Party, other than a Lender Party (i) who is a U.S. person for Federal income tax purposes or (ii) who has the Prescribed Forms on file with Administrative Agent (with copies provided to Borrower) for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms, provided that if Borrower shall so deduct or withhold any such taxes, it shall provide a statement to Administrative Agent and such Lender Party, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Lender Party may reasonably request for assisting such Lender Party to obtain any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Lender Party is subject to tax. As used in this section, "Prescribed Forms" means such duly executed forms or statements, and in such number of copies, which may, from time to time, be prescribed by Law and which, pursuant to applicable provisions of (x) an income tax treaty between the United States and the country of residence of the Lender Party providing the forms or statements, (y) the Internal Revenue Code of 1986, as amended from time to time, or (z) any applicable rules or regulations thereunder, permit Borrower to make payments hereunder for the account of such Lender Party free of such deduction or withholding of income or similar taxes.

Reimbursable Taxes. Borrower covenants and agrees that: (a) Borrower will indemnify each Lender Party against and reimburse each Lender Party for all present and future income, stamp and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or any Libor Eurodollar Loans (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any taxes imposed on or measured by the overall gross or net income of Lender, franchise Agent or margin tax such Lender Party or the Lending Office any lending office of such Lender Party by any jurisdiction in which such Lender Party or the Lending Office any such lending office is located (all such non-excluded taxes, levies, costs and charges being collectively called “Reimbursable Taxes” in this section). Such indemnification shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnity. (b) All payments on account of the principal of, and interest on, Lendereach Lender Party’s Loans and NoteNote and all payments in respect of any Reimbursement Obligation, and all other amounts payable by Borrower to any Lender Party hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of Borrower. In the event of Borrower being compelled by Law to make any such deduction or withholding from any payment to Lenderany Lender Party, Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by such Lender Party after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to such Lender Party an official receipt or other official document evidencing payment of such deduction or withholding. (c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Libor Eurodollar Loan, Borrower may elect, by giving to Agent and such Lender Party not less than three Business Days’ notice, to convert all (but not less than all) of any such Libor Eurodollar Loan into a Base Rate an ABR Loan, but such election shall not diminish Borrower’s obligation to pay all Reimbursable Taxes. (d) Notwithstanding the foregoing provisions of this section, Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of Lenderany Lender Party, other than a Lender Party (i) who is a U.S. person for Federal income tax purposes or (ii) who has the Prescribed Forms on file with Agent (with copies provided to Borrower) for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms, provided that if Borrower shall so deduct or withhold any such taxes, it shall provide a statement to Agent and such Lender Party, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Lender Party may reasonably request for assisting such Lender Party to obtain any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Lender Party is subject to tax. As used in this section, “Prescribed Forms” means such duly executed forms or statements (including, as appropriate, Internal Revenue Service Forms W-8ECI, W-8BEN or W-8IMY or any other applicable successor forms) and in such number of copies, which may, from time to time, be prescribed by Law and which, pursuant to applicable provisions of (x) an income tax treaty between the United States and the country of residence of the Lender Party providing the forms or statements, (y) the Internal Revenue Code of 1986, as amended from time to time, or (z) any applicable rules or regulations thereunder, permit Borrower to make payments hereunder for the account of such Lender Party free of such deduction or withholding of income or similar taxes.

Reimbursable Taxes. Borrower covenants and agrees that: (a) Borrower will indemnify each Lender Party against and reimburse each Lender Party for all present and future income, stamp and other taxes, duties, levies, costs imposts, deductions, charges, costs, and charges withholdings whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or any Libor LIBOR Loans or Letters of Credit (whether or not legally or correctly imposed, assessed, levied or collected)) including all taxes imposed pursuant to Part XIII of the Income Tax Act (Canada) and any withholding or other taxes imposed on any Lender Party under Canadian Law, excluding, however, any taxes imposed on or measured by the overall gross or net income of Lender, franchise Administrative Agent or margin tax such Lender Party or the any Applicable Lending Office of such Lender Party by any jurisdiction in which such Lender Party or the any such Applicable Lending Office is located (all such non-excluded taxes, levies, costs and charges being collectively called “"Reimbursable Taxes” " in this section). Such indemnification shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnity. (b) All payments on account of the principal of, and interest on, Lender’s each Lender Party's Loans and Note, and all other amounts payable by Borrower to any Lender Party hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of Borrower. In the event of Borrower being compelled by Law to make any such deduction or withholding from any payment to Lenderany Lender Party, Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by such Lender Party after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to such Lender Party an official receipt or other official document evidencing payment of such deduction or withholding. (c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Libor LIBOR Loan, Borrower may elect, by giving to Administrative Agent and such Lender Party not less than three Business Days’ ' notice, to convert Convert all (but not less than all) of any such Libor LIBOR Loan into a Base Rate Loan, but such election shall not diminish Borrower’s 's obligation to pay all Reimbursable Taxes. (d) Notwithstanding the foregoing provisions of this section, Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of Lender.any Lender Party, other than a Lender Party (i) who is a U.S. person for Federal income tax purposes or (ii) who has the Prescribed Forms on file with Administrative Agent (with copies provided to Borrower) for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms, provided that if Borrower shall so deduct or withhold any such taxes, it shall provide a statement to Administrative Agent and such Lender Party, setting forth the amount of such taxes so deducted or withheld, the

Reimbursable Taxes. With respect to the Commitments, the relevant Borrower thereunder covenants and agrees with each Lender Party extending credit pursuant thereto that: (a) Such Borrower will indemnify each such Lender Party against and reimburse each such Lender Party for all present and future income, stamp and other taxes, duties, levies, costs imposts, deductions, charges, costs, and charges withholdings whatsoever imposed, assessed, levied or collected on or in respect of this Agreement Agreement, any Eurodollar Loans, any BA’s or any Libor Loans Letters of Credit (whether or not legally or correctly imposed, assessed, levied or collected)) including all taxes imposed pursuant to Part XIII of the Income Tax Act (Canada) and any withholding or other taxes imposed on any Lender Party under Canadian Law, excluding, however, any taxes imposed on or measured by the overall gross or net income of Lender, franchise any Agent or margin tax such Lender Party or the any Applicable Lending Office of such Lender Party by any jurisdiction in which such Lender Party or the any such Applicable Lending Office is located (all such non-excluded taxes, levies, costs and charges being collectively called “Reimbursable Taxes” in this section). Such indemnification shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnity. (b) All payments on account of the principal of, and interest on, Lendereach such Lender Party’s Loans and NoteNotes, and all other amounts payable by such Borrower to any such Lender Party hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of the relevant Borrower. In the event of any such Borrower being compelled by Law to make any such deduction or withholding from any payment to Lenderany such Lender Party, such Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by such Lender Party after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If any such Borrower should make any deduction or withholding as aforesaid, such Borrower shall within 60 days thereafter forward to such Lender Party an official receipt or other official document evidencing payment of such deduction or withholding. (c) If any such Borrower is ever required to pay any Reimbursable Tax with respect to any Libor Eurodollar Loan, such Borrower may elect, by giving to the relevant Agent and such Lender Party not less than three Business Days’ notice, to convert Convert all (but not less than all) of any such Libor Eurodollar Loan into a Base Rate Loan, but such election shall not diminish such Borrower’s obligation to pay all Reimbursable Taxes. (d) Notwithstanding the foregoing provisions of this section, such Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America or Canada (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of Lendersuch Lender Party, other than such a Lender Party (i) who is a US person for Federal income tax purposes or (ii) who has the Prescribed Forms on file with Administrative Agent (with copies provided to the relevant Borrower) for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms, provided that if such Borrower shall so deduct or withhold any such taxes, it shall provide a statement to Administrative Agent and such Lender Party, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Lender Party may reasonably request for assisting such Lender Party to obtain any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Lender Party is subject to tax. As used in this section, “Prescribed Forms” means such duly executed forms or statements, and in such number of copies, which may, from time to time, be prescribed by Law and which, pursuant to applicable provisions of (x) an income tax treaty between the United States and the country of residence of such Lender Party providing the forms or statements, (y) the Code, or (z) any applicable rules or regulations thereunder, permit such Borrower to make payments hereunder for the account of such Lender Party free of such deduction or withholding of income or similar taxes.

Reimbursable Taxes. Borrower covenants and agrees that: (a) Borrower will indemnify each Lender Party against and reimburse each Lender Party for all present and future income, stamp and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or any Libor Eurodollar Loans or Letters of Credit (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any taxes imposed on or measured by the overall gross or net income of Lender, franchise Administrative Agent or margin tax such Lender Party or the any Applicable Lending Office of such Lender Party by any jurisdiction in which such Lender Party or the any such Applicable Lending Office is located (all such non-excluded taxes, levies, costs and charges being collectively called “"Reimbursable Taxes” " in this section). Such indemnification shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnity. (b) All payments on account of the principal of, and interest on, Lender’s each Lender Party's Loans and Note, and all other amounts payable by Borrower to any Lender Party hereunder, shall be made in full without set-set- off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of Borrower. In the event of Borrower being compelled by Law to make any such deduction or withholding from any payment to Lenderany Lender Party, Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by such Lender Party after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to such Lender Party an official receipt or other official document evidencing payment of such deduction or withholding. (c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Libor Eurodollar Loan, Borrower may elect, by giving to Administrative Agent and such Lender Party not less than three Business Days’ ' notice, to convert Convert all (but not less than all) of any such Libor Eurodollar Loan into a Base Rate Loan, but such election shall not diminish Borrower’s 's obligation to pay all Reimbursable Taxes. (d) Notwithstanding the foregoing provisions of this section, Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of Lender.any Lender Party, other than a Lender Party (i) who is a U.S. person for Federal income tax purposes or (ii) who has the Prescribed Forms on file with Administrative Agent (with copies provided to Borrower) for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms, provided that if Borrower shall so deduct or withhold any such taxes, it shall provide a statement to Administrative Agent and such Lender Party, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Lender Party may reasonably request for assisting such Lender Party to obtain any allowable credits or

Reimbursable Taxes. Borrower covenants and agrees that: (a) Borrower will indemnify each Lender Party against and reimburse each Lender Party for all present and future income, stamp and other taxes, duties, levies, costs imposts, deductions, charges, costs, and charges withholdings whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or any Libor Eurodollar Loans or Letters of Credit (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any taxes imposed on or measured by the overall gross or net income of Lender, franchise Administrative Agent or margin tax such Lender Party or the any Applicable Lending Office of such Lender Party (or franchise or equivalent taxes) by any jurisdiction in which such Lender Party or the any such Applicable Lending Office is located (all such non-excluded taxes, levies, costs and charges being collectively called “"Reimbursable Taxes” " in this section). Such indemnification shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnity. (b) All payments on account of the principal of, and interest on, Lender’s each Lender Party's Loans and Note, and all other amounts payable by Borrower to any Lender Party hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of Borrower. In the event of Borrower being compelled by Law to make any such deduction or withholding from any payment to Lenderany Lender Party, Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by such Lender Party after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to such Lender Party an official receipt or other official document evidencing payment of such deduction or withholding. (c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Libor Eurodollar Loan, Borrower may elect, by giving to Administrative Agent and such Lender Party not less than three Business Days’ ' notice, to convert Convert all (but not less than all) of any such Libor Eurodollar Loan into a Base Rate Loan, but such election shall not diminish Borrower’s 's obligation to pay all Reimbursable Taxes.. SECOND AMENDED AND RESTATED CREDIT AGREEMENT (d) Notwithstanding the foregoing provisions of this section, Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of Lenderany Lender Party, other than a Lender Party (i) who is a U.S. person for Federal income tax purposes or (ii) who has the Prescribed Forms on file with Administrative Agent (with copies provided to Borrower) for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms, provided that if Borrower shall so deduct or withhold any such taxes, it shall provide a statement to Administrative Agent and such Lender Party, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Lender Party may reasonably request for assisting such Lender Party to obtain any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Lender Party is subject to tax. As used in this section, "Prescribed Forms" means such duly executed forms or statements, and in such number of copies, which may, from time to time, be prescribed by Law and which, pursuant to applicable provisions of (x) an income tax treaty between the United States and the country of residence of the Lender Party providing the forms or statements, (y) the Code, or (z) any applicable rules or regulations thereunder, permit Borrower to make payments hereunder for the account of such Lender Party free of such deduction or withholding of income or similar taxes.

Reimbursable Taxes. Borrower covenants and agrees that: (a) Borrower will indemnify Lender each Bank Party against and reimburse Lender each Bank Party for all present and future income, stamp and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or any Libor Eurodollar Loans (whether or Letters of Credit(whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any taxes imposed on or measured by the overall gross or net income of Lender, franchise Agent or margin tax such Bank Party or the any Applicable Lending Office of Lender such Bank Party by any jurisdiction in which Lender such Bank Party or the any such Applicable Lending Office is located (all such non-excluded taxes, levies, costs and charges being collectively called “"Reimbursable Taxes” " in this section). Such indemnification shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnity. (b) All payments on account of the principal of, and interest on, Lender’s each Bank Party's Loans and NoteNotes, and all other amounts payable by Borrower to Lender any Bank Party hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of Borrower. In the event of Borrower being compelled by Law to make any such deduction or withholding from any payment to Lenderany Bank Party, Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by Lender such Bank Party after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to Lender such Bank Party an official receipt or other official document evidencing payment of such deduction or withholding. (c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Libor Eurodollar Loan, Borrower may elect, by giving to Lender Agent and such Bank Party not less than three Business Days’ ' notice, to convert all (but not less than all) of any such Libor Eurodollar Loan into a Base Rate Loan, but such election shall not diminish Borrower’s 's obligation to pay all Reimbursable Taxes. (d) Notwithstanding the foregoing provisions of this section, Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of Lenderany successor or assign of Bank Party other than a Bank Party (i) who is a U.S. person for Federal income tax purposes or (ii) who has the Prescribed Forms on file with Agent (with copies provided to Borrower) for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms, provided that if Borrower shall so deduct or withhold any such taxes, it shall provide a statement to Agent and such Bank Party, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Person may reasonably request for assisting such Person to obtain any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Person is subject to tax. As used in this section, "Prescribed Forms" means such duly executed forms or statements, and in such number of copies, which may, from time to time, be prescribed by Law and which, pursuant to applicable provisions of (x) an income tax treaty between the United States and the country of residence of the Person providing the forms or statements, (y) the Internal Revenue Code or (z) any applicable rules or regulations thereunder, permit Borrower to make payments hereunder for the account of such Person free of such deduction or withholding of income or similar taxes.

Reimbursable Taxes. Borrower covenants and agrees that: (a) Borrower will indemnify each Lender Party against and reimburse each Lender Party for all present and future income, stamp and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or any Libor LIBOR Loans or Letters of Credit (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any taxes imposed on or measured by the overall gross or net income of Lender, franchise Administrative Agent or margin tax such Lender Party or the any Applicable Lending Office of such Lender Party by any jurisdiction in which such Lender Party or the any such Applicable Lending Office is located (all such non-excluded taxes, levies, costs and charges being collectively called “"Reimbursable Taxes” " in this section). Such indemnification shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnity. (b) All payments on account of the principal of, and interest on, Lender’s each Lender Party's Loans and Note, and all other amounts payable by Borrower to any Lender Party hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of Borrower. In the event of Borrower being compelled by Law to make any such deduction or withholding from any payment to Lenderany Lender Party, Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by such Lender Party after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to such Lender Party an official receipt or other official document evidencing payment of such deduction or withholding. (c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Libor LIBOR Loan, Borrower may elect, by giving to Administrative Agent and such Lender Party not less than three Business Days’ ' notice, to convert Convert all (but not less than all) of any such Libor LIBOR Loan into a Base Rate Loan, but such election shall not diminish Borrower’s 's obligation to pay all Reimbursable Taxes. (d) Notwithstanding the foregoing provisions of this section, Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of Lenderany Lender Party, other than a Lender Party (i) who is a U.S. person for Federal income tax purposes or (ii) who has the Prescribed Forms on file with Administrative Agent (with copies provided to Borrower) for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms, provided that if Borrower shall so deduct or withhold any such taxes, it shall provide a statement to Administrative Agent and such Lender Party, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Lender Party may reasonably request for assisting such Lender Party to obtain any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Lender Party is subject to tax. As used in this section, "Prescribed Forms" means such duly executed forms or statements, and in such number of copies, which may, from time to time, be prescribed by Law and which, pursuant to applicable provisions of (x) an income tax treaty between the United States and the country of residence of the Lender Party providing the forms or statements, (y) the Code, or (z) any applicable rules or regulations thereunder, permit Borrower to make payments hereunder for the account of such Lender Party free of such deduction or withholding of income or similar taxes.

Reimbursable Taxes. Borrower covenants and agrees that:: ------------------ (a) Borrower will indemnify each Lender against and reimburse each Lender for all present and future income, stamp and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or any Libor Eurodollar Loans (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any taxes imposed on or measured by the overall gross or net income of Lender, franchise Agent or margin tax such Lender or the Lending Office any lending office of such Lender by any jurisdiction in which such Lender or the Lending Office any such lending office is located (all such non-excluded taxes, levies, costs and charges being collectively called “"Reimbursable Taxes” " in this section). Such indemnification shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnity. (b) All payments on account of the principal of, and interest on, each Lender’s 's Loans and Note, and all other amounts payable by Borrower to any Lender hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of Borrower. In the event of Borrower being compelled by Law to make any such deduction or withholding from any payment to any Lender, Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by such Lender after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to such Lender an official receipt or other official document evidencing payment of such deduction or withholding. (c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Libor Eurodollar Loan, Borrower may elect, by giving to Agent and such Lender not less than three Business Days’ ' notice, to convert all (but not less than all) of any such Libor Eurodollar Loan into a Base Rate Loan, but such election shall not diminish Borrower’s 's obligation to pay all Reimbursable Taxes. (d) Notwithstanding the foregoing provisions of this section, Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of any Lender, other than a Lender (i) who is a U.S. person for Federal income tax purposes or (ii) who has the Prescribed Forms on file with Agent (with copies provided to Borrower) for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms, provided that if Borrower shall so deduct or withhold any such taxes, it shall provide a statement to Agent and such Lender, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Lender may reasonably request for assisting such Lender to obtain any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Lender is subject to tax. As used in this section, "Prescribed Forms" means such duly executed forms or statements, and in such number of copies, which may, from time to time, be prescribed by Law and which, pursuant to applicable provisions of (x) an income tax treaty between the United States and the country of residence of the Lender providing the forms or statements, (y) the Internal Revenue Code of 1986, as amended from time to time, or (z) any applicable rules or regulations thereunder, permit Borrower to make payments hereunder for the account of such Lender free of such deduction or withholding of income or similar taxes.

Reimbursable Taxes. Borrower covenants and agrees that: (a) Borrower will indemnify Lender against the Bank against, and reimburse Lender for the Bank for, all present and future income, excise, stamp or franchise taxes and other taxes, leviesfees, costs and duties, withholdings or other charges of any nature whatsoever imposed, assessed, levied or collected on or in respect of this Agreement insofar as it pertains to a Fixed Rate Portion or any Libor Loans Fixed Rate Portions (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any but excluding taxes imposed on or measured by the overall gross or Bank's net income of Lender, franchise or margin tax or the Lending Office of Lender by any jurisdiction in which Lender or the Lending Office is located receipts (all such non-excluded taxes, levies, costs and charges items being collectively called “"Reimbursable Taxes” in this section"). Such indemnification shall be on an after-tax basis, taking into account any income taxes imposed on the amounts paid as indemnity. (b) All payments by Borrower on account of the principal of, and interest on, Lender’s Loans and Note, the Loan and all other amounts payable by Borrower to Lender hereunder, the Bank hereunder shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions deduction or withholdings of any nature by reason of withholding for any Reimbursable Taxes, all of which will shall be for the account of Borrower. In the event of Borrower being compelled by Law to make that any such withholding or deduction or withholding from any payment to Lenderbe made by Borrower hereunder is required in respect of any Reimbursable Taxes pursuant to any applicable law, rule or regulation, Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause ensure that the amount receivable actually received by Lender after such deduction or withholding to the Bank will equal the full amount which the Bank would have received had no such withholding or deduction been receivable in the absence of such deduction or withholdingrequired. If Borrower should shall make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to Lender the Bank an official receipt or other official document evidencing payment of such deduction or withholding. (c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Libor LoanFixed Rate Portion, Borrower may elect, by giving to Lender the Bank not less than three Business Days’ ' notice, to convert all (but not less than all) of any such Libor Loan Fixed Rate Portion into a Base part of the Prime Rate LoanPortion, but such election shall not diminish Borrower’s 's obligation to pay all Reimbursable Taxes. (d) Notwithstanding the foregoing provisions of this section, Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of Lender.

Reimbursable Taxes. With respect to the Commitment, Borrower covenants and agrees with each Lender Party extending credit pursuant thereto that: (a) Borrower will indemnify each such Lender Party against and reimburse each such Lender Party for all present and future income, stamp and other taxes, duties, levies, costs imposts, deductions, charges, costs, and charges withholdings whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or Agreement, any Libor LIBOR Loans (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any taxes imposed on or measured by the overall gross or net income of Lender, franchise Administrative Agent or margin tax such Lender Party or the any Applicable Lending Office of such Lender Party by any jurisdiction in which such Lender Party or the any such Applicable Lending Office is located (all such non-excluded taxes, levies, costs and charges being collectively called “Reimbursable Taxes” in this section). Such indemnification shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnity. (b) All payments on account of the principal of, and interest on, Lendereach such Lender Party’s Loans and Note, and all other amounts payable by Borrower to any such Lender Party hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of Borrower. In the event of Borrower being compelled by Law to make any such deduction or withholding from any payment to Lenderany such Lender Party, Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by such Lender Party after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to such Lender Party an official receipt or other official document evidencing payment of such deduction or withholding. (c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Libor LIBOR Loan, Borrower may elect, by giving to Administrative Agent and such Lender Party not less than three Business Days’ notice, to convert Convert all (but not less than all) of any such Libor LIBOR Loan into a Base Rate Loan, but such election shall not diminish Borrower’s obligation to pay all Reimbursable Taxes. (d) Notwithstanding the foregoing provisions of this section, Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of Lendersuch Lender Party, other than such a Lender Party (i) who is a US person for Federal income tax purposes or (ii) who has the Prescribed Forms on file with Administrative Agent (with copies provided to the relevant Borrower) for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms, provided that if Borrower shall so deduct or withhold any such taxes, it shall provide a statement to Administrative Agent and such Lender Party, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Lender Party may reasonably request for assisting such Lender Party to obtain any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Lender Party is subject to tax. As used in this section, “Prescribed Forms” means such duly executed forms or statements, and in such number of copies, which may, from time to time, be prescribed by Law and which, pursuant to applicable provisions of (x) an income tax treaty between the United States and the country of residence of such Lender Party providing the forms or statements, (y) the Code, or (z) any applicable rules or regulations thereunder, permit Borrower to make payments hereunder for the account of such Lender Party free of such deduction or withholding of income or similar taxes.

Reimbursable Taxes. Borrower covenants and agrees that: (a) Borrower will indemnify each Lender Party against and reimburse each Lender Party for all present and future income, stamp and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or any Libor Eurodollar Loans (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any taxes imposed on or measured by the overall gross or net income of Lender, franchise Agent or margin tax such Lender Party or the Lending Office any lending office of such Lender Party by any jurisdiction in which such Lender Party or the Lending Office any such lending office is located (all such non-excluded taxes, levies, costs and charges being collectively called “Reimbursable Taxes” in this section). Such indemnification shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnity. (b) All payments on account of the principal of, and interest on, Lendereach Lender Party’s Loans and NoteNote and all payments in respect of any Reimbursement Obligation, and all other amounts payable by Borrower to any Lender Party hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of Borrower. In the event of Borrower being compelled by Law to make any such deduction or withholding from any payment to Lenderany Lender Party, Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by such Lender Party after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to such Lender Party an official receipt or other official document evidencing payment of such deduction or withholding. (c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Libor Eurodollar Loan, Borrower may elect, by giving to Agent and such Lender Party not less than three Business Days’ notice, to convert all (but not less than all) of any such Libor Eurodollar Loan into a Base Rate an ABR Loan, but such election shall not diminish Borrower’s obligation to pay all Reimbursable Taxes. (d) Notwithstanding the foregoing provisions of this section, Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of Lenderany Lender Party, other than a Lender Party (i) who is a U.S. person for Federal income tax purposes or (ii) who has the Prescribed Forms on file with Agent (with copies provided to Borrower) for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms, provided that if Borrower shall so deduct or withhold any such taxes, it shall provide a statement to Agent and such Lender Party, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Lender Party may reasonably request for assisting such Lender Party to obtain any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Lender Party is subject to tax. As used in this section, “Prescribed Forms” means such duly executed forms or statements, and in such number of copies, which may, from time to time, be prescribed by Law and which, pursuant to applicable provisions of (x) an income tax treaty between the United States and the country of residence of the Lender Party providing the forms or statements, (y) the Internal Revenue Code of 1986, as amended from time to time, or (z) any applicable rules or regulations thereunder, permit Borrower to make payments hereunder for the account of such Lender Party free of such deduction or withholding of income or similar taxes.

Reimbursable Taxes. Borrower covenants and agrees that: (a) Borrower will indemnify Lender each Bank Party against and reimburse Lender each Bank Party for all present and future income, stamp and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or any Libor Eurodollar Loans or Letters of Credit (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any taxes imposed on or measured by the overall gross or net income of Lender, franchise Agent or margin tax such Bank Party or the Lending Office any lending office of Lender such Bank Party by any jurisdiction in which Lender such Bank Party or the Lending Office any such lending office is located (all such non-excluded taxes, levies, costs and charges being collectively called “"Reimbursable Taxes” " in this section). Such indemnification shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnity. (b) All payments on account of the principal of, and interest on, Lender’s each Bank Party's Loans and Note, and all other amounts payable by Borrower to Lender any Bank Party hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of Borrower. In the event of Borrower being compelled by Law to make any such deduction or withholding from any payment to Lenderany Bank Party, Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by Lender such Bank Party after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to Lender such Bank Party an official receipt or other official document evidencing payment of such deduction or withholding. (c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Libor Eurodollar Loan, Borrower may elect, by giving to Lender Agent and such Bank Party not less than three Business Days’ ' notice, to convert all (but not less than all) of any such Libor Eurodollar Loan into a Base Rate Loan, but such election shall not diminish Borrower’s 's obligation to pay all Reimbursable Taxes. (d) Notwithstanding the foregoing provisions of this section, Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of Lender.imposed

Reimbursable Taxes. Borrower covenants Borrowers covenant and agrees agree that: (a) Borrower Borrowers will indemnify Lender each Bank Party against and reimburse Lender each Bank Party for all present and future income, stamp and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or any Libor Loans LIBOR Amount (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any taxes imposed on or measured by the overall gross or net income of Lender, franchise Agent or margin tax such Bank Party or the any Lending Office of Lender such Bank Party by any jurisdiction in which Lender such Bank Party or the any such Lending Office is located (all such non-excluded taxes, levies, costs and charges being charges, collectively called “Reimbursable Taxes” in this section"REIMBURSABLE TAXES"). Such indemnification shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnity. (b) All payments on account of the principal of, and interest on, Lender’s Loans and each Bank Party's Note, and all other amounts payable by Borrower Borrowers to Lender any Bank Party hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of BorrowerBorrowers. In the event of Borrower Borrowers being compelled by Law to make any such deduction or withholding from any payment to Lenderany Bank Party, Borrower Borrowers shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by Lender such Bank Party after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower Borrowers should make any deduction or withholding as aforesaid, Borrower Borrowers shall within 60 days thereafter forward to Lender such Bank Party an official receipt or other official document evidencing payment of such deduction or withholding. (c) If Borrower is Borrowers are ever required to pay any Reimbursable Tax with respect to any Libor LoanLIBOR Amount, Borrower Borrowers may elect, by giving to Lender Agent and such Bank Party not less than three Business Days’ ' notice, to convert all (but not less than all) of any such Libor Loan LIBOR Amount to such Bank Party under all Notes held by such Bank Party into a Base Commercial Based Rate LoanAmount, but such election shall not diminish Borrower’s Borrowers' obligation to pay all Reimbursable Taxes. (d) Notwithstanding the foregoing provisions of this section, Borrower Borrowers shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of Lenderany Bank Party, other than a Bank Party (i) who is a U.S. person for Federal income tax purposes or (ii) who has the Prescribed Forms on file with Agent (with copies provided to the Loan Parties) for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms, provided that if Borrowers shall so deduct or withhold any such taxes, it shall provide a statement to Agent and such Bank Party, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Bank Party may reasonably request for assisting such Bank Party to obtain any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Bank Party is subject to tax. As used in this section, "PRESCRIBED FORMS" means such duly executed forms or statements, and in such number of copies, which may, from time to time, be prescribed by Law and which, pursuant to applicable provisions of (x) an income tax treaty between the United States and the country of residence of the Bank Party providing the forms or statements, (y) the Internal Revenue Code of 1986, as amended from time to time, or (z) any applicable rules or regulations thereunder, permit Borrowers to make payments hereunder for the account of such Bank Party free of such deduction or withholding of income or similar taxes.

Reimbursable Taxes. With respect to each Commitment, the ------------------ relevant Borrower thereunder covenants and agrees with each Lender Party extending credit pursuant thereto that: (a) Such Borrower will indemnify each such Lender Party against and reimburse each such Lender Party for all present and future income, stamp and other taxes, duties, levies, costs imposts, deductions, charges, costs, and charges withholdings whatsoever imposed, assessed, levied or collected on or in respect of this Agreement Agreement, any LIBOR Loans, any BA's or any Libor Loans Letters of Credit (whether or not legally or correctly imposed, assessed, levied or collected)) including all taxes imposed pursuant to Part XIII of the Income Tax Act (Canada) and any withholding or other taxes imposed on any Lender Party under Canadian Law, excluding, however, any taxes imposed on or measured by the overall gross or net income of Lender, franchise any Agent or margin tax such Lender Party or the any Applicable Lending Office of such Lender Party by any jurisdiction in which such Lender Party or the any such Applicable Lending Office is located (all such non-excluded taxes, levies, costs and charges being collectively called “"Reimbursable Taxes” " in this section). Such indemnification shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnity. (b) All payments on account of the principal of, and interest on, Lender’s each such Lender Party's Loans and NoteNotes, and all other amounts payable by such Borrower to any such Lender Party hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of the relevant Borrower. In the event of any such Borrower being compelled by Law to make any such deduction or withholding from any payment to Lenderany such Lender Party, such Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by such Lender Party after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If any such Borrower should make any deduction or withholding as aforesaid, such Borrower shall within 60 days thereafter forward to such Lender Party an official receipt or other official document evidencing payment of such deduction or withholding. (c) If any such Borrower is ever required to pay any Reimbursable Tax with respect to any Libor LIBOR Loan, such Borrower may elect, by giving to the relevant Agent and such Lender Party not less than three Business Days’ ' notice, to convert Convert all (but not less than all) of any such Libor LIBOR Loan into a Base Rate Loan, but such election shall not diminish such Borrower’s 's obligation to pay all Reimbursable Taxes. (d) Notwithstanding the foregoing provisions of this section, such Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America or Canada (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of Lendersuch Lender Party, other than such a Lender Party (i) who is a US person for Federal income tax purposes or (ii) who has the Prescribed Forms on file with Administrative Agent (with copies provided to the relevant Borrower) for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms, provided that if such Borrower shall so deduct or withhold any such taxes, it shall provide a statement to Administrative Agent and such Lender Party, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Lender Party may reasonably request for assisting such Lender Party to obtain any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Lender Party is subject to tax. As used in this section, "Prescribed Forms" means such duly executed forms or statements, and in such number of copies, which may, from time to time, be prescribed by Law and which, pursuant to applicable provisions of (x) an income tax treaty between the United States and the country of residence of such Lender Party providing the forms or statements, (y) the Code, or (z) any applicable rules or regulations thereunder, permit such Borrower to make payments hereunder for the account of such Lender Party free of such deduction or withholding of income or similar taxes.

Reimbursable Taxes. Borrower covenants and agrees that: (a) Borrower will indemnify each Lender Party against and reimburse each Lender Party for all present and future income, stamp and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or any Libor LIBOR Loans (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any taxes imposed on or measured by the overall gross or net income of Lender, franchise Administrative Agent or margin tax such Lender Party or the any Applicable Lending Office of such Lender Party by any jurisdiction in which such Lender Party or the any such Applicable Lending Office is located (all such non-excluded taxes, levies, costs and charges being collectively called “"Reimbursable Taxes” " in this section). Such indemnification shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnity. (b) All payments on account of the principal of, and interest on, Lender’s each Lender Party's Loans and Note, and all other amounts payable by Borrower to any Lender Party hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of Borrower. In the event of Borrower being compelled by Law to make any such deduction or withholding from any payment to Lenderany Lender Party, Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by such Lender Party after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to such Lender Party an official receipt or other official document evidencing payment of such deduction or withholding. (c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Libor LIBOR Loan, Borrower may elect, by giving to Administrative Agent and such Lender Party not less than three Business Days’ ' notice, to convert all (but not less than all) of any such Libor LIBOR Loan into a Base Rate Loan, but such election shall not diminish Borrower’s 's obligation to pay all Reimbursable Taxes. (d) Notwithstanding the foregoing provisions of this section, Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of Lenderany Lender Party, other than a Lender Party (i) who is a U.S. person for Federal income tax purposes or (ii) who has the Prescribed Forms on file with Administrative Agent (with copies provided to Borrower) for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms, provided that if Borrower shall so deduct or withhold any such taxes, it shall provide a statement to Administrative Agent and such Lender Party, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Lender Party may reasonably request for assisting such Lender Party to obtain any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Lender Party is subject to tax. As used in this section, "Prescribed Forms" means such duly executed forms or statements, and in such number of copies, which may, from time to time, be prescribed by Law and which, pursuant to applicable provisions of (x) an income tax treaty between the United States and the country of residence of the Lender Party providing the forms or statements, (y) the Internal Revenue Code, or (z) any applicable rules or regulations thereunder, permit Borrower to make payments hereunder for the account of such Lender Party free of such deduction or withholding of income or similar taxes.

Reimbursable Taxes. With respect to the Commitments, Borrower covenants and agrees with each Lender Party extending credit pursuant thereto that: (a) Borrower will indemnify each such Lender Party against and reimburse each such Lender Party for all present and future income, stamp and other taxes, duties, levies, costs imposts, deductions, charges, costs, and charges withholdings whatsoever imposed, assessed, levied or collected on or in respect of this Agreement Agreement, any Eurodollar Loans or any Libor Loans Letters of Credit (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any taxes imposed on or measured by the overall gross or net income (however denominated) and franchise taxes imposed on (in lieu of Lender, franchise income taxes) Administrative Agent or margin tax such Lender Party or the any Applicable Lending Office of such Lender Party by any jurisdiction in which such Lender Party or the any such Applicable Lending Office is located (all such non-excluded taxes, levies, costs and charges being collectively called “Reimbursable Taxes” in this section). Such indemnification shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnity. (b) All payments on account of the principal of, and interest on, Lendereach such Lender Party’s Loans and Note, and all other amounts payable by Borrower to any such Lender Party hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of Borrower. In the event of Borrower being compelled by Law to make any such deduction or withholding from any payment to Lenderany such Lender Party, Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by such Lender Party after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to such Lender Party an official receipt or other official document evidencing payment of such deduction or withholding. (c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Libor Eurodollar Loan, Borrower may elect, by giving to Administrative Agent and such Lender Party not less than three Business Days’ notice, to convert Convert all (but not less than all) of any such Libor Eurodollar Loan into a Base Rate Loan, but such election shall not diminish Borrower’s obligation to pay all Reimbursable Taxes. (d) Notwithstanding the foregoing provisions of this section, Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of Lendersuch Lender Party, other than such a Lender Party (i) who is a US person for Federal income tax purposes or (ii) who has the Prescribed Forms on file with Administrative Agent (with copies provided to the relevant Borrower) for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms, provided that if Borrower shall so deduct or withhold any such taxes, it shall provide a statement to Administrative Agent and such Lender Party, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Lender Party may reasonably request for assisting such Lender Party to obtain any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Lender Party is subject to tax. As used in this section, “Prescribed Forms” means such duly executed forms or statements, and in such number of copies, which may, from time to time, be prescribed by Law and which, pursuant to applicable provisions of (x) an income tax treaty between the United States and the country of residence of such Lender Party providing the forms or statements, (y) the Code, or (z) any applicable rules or regulations thereunder, permit Borrower to make payments hereunder for the account of such Lender Party free of such deduction or withholding of income or similar taxes.

Reimbursable Taxes. With respect to each Commitment, the relevant Borrower thereunder covenants and agrees with each Lender Party extending credit pursuant thereto that: (a) Such Borrower will indemnify each such Lender Party against and reimburse each such Lender Party for all present and future income, stamp and other taxes, duties, levies, costs imposts, deductions, charges, costs, and charges withholdings whatsoever imposed, assessed, levied or collected on or in respect of this Agreement Agreement, any LIBOR Loans, any BA's or any Libor Loans Letters of Credit (whether or not legally or correctly imposed, assessed, levied or collected)) including all taxes imposed pursuant to Part XIII of the Income Tax Act (Canada) and any withholding or other taxes imposed on any Lender Party under Canadian Law, excluding, however, any taxes imposed on or measured by the overall gross or net income of Lender, franchise any Agent or margin tax such Lender Party or the any Applicable Lending Office of such Lender Party by any jurisdiction in which such Lender Party or the any such Applicable Lending Office is located (all such non-excluded taxes, levies, costs and charges being collectively called “"Reimbursable Taxes” " in this section). Such indemnification shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnity. (b) All payments on account of the principal of, and interest on, Lender’s each such Lender Party's Loans and NoteNotes, and all other amounts payable by such Borrower to any such Lender Party hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of the relevant Borrower. In the event of any such Borrower being compelled by Law to make any such deduction or withholding from any payment to Lenderany such Lender Party, such Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by such Lender Party after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If any such Borrower should make any deduction or withholding as aforesaid, such Borrower shall within 60 days thereafter forward to such Lender Party an official receipt or other official document evidencing payment of such deduction or withholding. (c) If any such Borrower is ever required to pay any Reimbursable Tax with respect to any Libor LIBOR Loan, such Borrower may elect, by giving to the relevant Agent and such Lender Party not less than three Business Days’ ' notice, to convert Convert all (but not less than all) of any such Libor LIBOR Loan into a Base Rate Loan, but such election shall not diminish such Borrower’s 's obligation to pay all Reimbursable Taxes. (d) Notwithstanding the foregoing provisions of this section, such Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America or Canada (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of Lendersuch Lender Party, other than such a Lender Party (i) who is a US person for Federal income tax purposes or (ii) who has the Prescribed Forms on file with Administrative Agent (with copies provided to the relevant Borrower) for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms, provided that if such Borrower shall so deduct or withhold any such taxes, it shall provide a statement to Administrative Agent and such Lender Party, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Lender Party may reasonably request for assisting such Lender Party to obtain any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Lender Party is subject to tax. As used in this section, "Prescribed Forms" means such duly executed forms or statements, and in such number of copies, which may, from time to time, be prescribed by Law and which, pursuant to applicable provisions of (x) an income tax treaty between the United States and the country of residence of such Lender Party providing the forms or statements, (y) the Code, or (z) any applicable rules or regulations thereunder, permit such Borrower to make payments hereunder for the account of such Lender Party free of such deduction or withholding of income or similar taxes.

Reimbursable Taxes. Borrower covenants and agrees that: (ai) Borrower will indemnify each Lender Party against and reimburse each Lender Party for all present and future income, stamp and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or any Libor LIBOR Loans or Letters of Credit (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any taxes imposed on or measured by the overall gross or net income of Lender, franchise such Lender Party or margin tax or the any Applicable Lending Office of such Lender Party by any jurisdiction in which such Lender Party or the any such Applicable Lending Office is located (all such non-excluded taxes, levies, costs and charges being collectively called “Reimbursable Taxes” "REIMBURSABLE TAXES" in this sectionSection). Such indemnification shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnity. (bii) All payments on account of the principal of, and interest on, Lender’s each Lender Party's Loans and Notethe Notes, and all other amounts payable by Borrower to any Lender Party hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of Borrower. In the event of Borrower being compelled by Law to make any such deduction or withholding from any payment to Lenderany Lender Party, Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by such Lender Party after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should shall make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to such Lender Party an official receipt or other official document evidencing payment of such deduction or withholding. (ciii) If Borrower is ever required to pay any Reimbursable Tax with respect to any Libor LIBOR Loan, Borrower may elect, by giving to the Administrative Agent and such Lender Party not less than three Business Days’ ' notice, to convert Convert all (but not less than all) of any such Libor LIBOR Loan into a an Alternative Base Rate Loan, but such election shall not diminish Borrower’s 's obligation to pay all Reimbursable Taxes. (div) Notwithstanding the foregoing provisions of this sectionSection, Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of Lenderany Lender Party, other than a Lender Party (A) who is a U.S. person for Federal income tax purposes or (B) who has the Prescribed Forms on file with the Administrative Agent (with copies provided to the Borrower Representative) for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms; provided, however, that if Borrower shall so deduct or withhold any such taxes, it shall provide a statement to the Administrative Agent and such Lender Party, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Lender Party may reasonably request for assisting such Lender Party to obtain any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Lender Party is subject to tax. As used in this Section, "PRESCRIBED FORMS" means such duly executed forms or statements, and in such number of copies, which may, from time to time, be prescribed by Law and which, pursuant to applicable provisions of (i) an income tax treaty between the United States and the country of residence of such Lender Party providing the forms or statements, (ii) the Code or (iii) any applicable rules or regulations thereunder, permit Borrower to make payments hereunder for the account of such Lender Party free of such deduction or withholding of income or similar taxes.

Reimbursable Taxes. Borrower covenants and agrees that:: ------------------ (a) Borrower will indemnify Lender against and reimburse Lender for all present and future income, stamp and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or any Libor Loans Eurodollar Portions (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any taxes imposed on or measured by the overall gross or net income of Lender, franchise Lender or margin tax or the Lending Office any lending office of Lender by any jurisdiction in which Lender or the Lending Office any such lending office is located (all such non-excluded taxes, levies, costs and charges being collectively called “"Reimbursable Taxes” " in this section). Such indemnification shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnity. (b) All payments on account of the principal of, and interest on, Lender’s Loans the Loan and the Note, and all other amounts payable by Borrower to Lender hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of Borrower. In the event of Borrower being compelled by Law law or other regulations to make any such deduction or withholding from any payment to Lender, Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by Lender after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to Lender an official receipt or other official document evidencing payment of such deduction or withholding. (c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Libor Loan, Eurodollar Portion Borrower may elect, by giving to Lender not less than three Business Days’ ' notice, to convert all (but not less than all) of any such Libor Loan Eurodollar Portion into a part of the Base Rate LoanPortion, but such election shall not diminish Borrower’s 's obligation to pay all Reimbursable Taxes. (d) Notwithstanding the foregoing provisions of this section, Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of Lender.

Reimbursable Taxes. Borrower covenants and agrees that: (a) Borrower will indemnify Agent and each Lender against and reimburse Agent and each Lender for all present and future income, stamp and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or any Libor Loans Fixed Rate Portions (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any taxes imposed on or measured by the overall gross or net income of Lender, franchise Agent or margin tax such Lender or the Lending Office any lending office of Agent or such Lender by any jurisdiction in which Agent or such Lender or the Lending Office any such lending office is located (all such non-excluded taxes, levies, costs and charges being collectively called “"Reimbursable Taxes” " in this sectionsec tion). Such indemnification shall be on an after-tax basis, taking into account any income taxes imposed on the amounts paid as indemnity. Such Lender shall promptly notify Borrower and Agent in writing of the happening of such event giving rise to a claim for Reimbursable Taxes. (b) All payments on account of the principal of, and interest on, each Lender’s Loans 's Loan and each Lender's Note, and all other amounts payable by Borrower to Agent and each Lender hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of Borrower. In the event of Borrower being compelled by Law law or other regulations to make any such deduction or withholding from any payment to Agent or any Lender, Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by Agent or such Lender after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to Lender Agent or such Lender, if reasonably available, an official receipt or other official document evidencing payment of such deduction or withholding. (c) If Borrower is ever required to pay or notified of the possible liability for any Reimbursable Tax with respect to any Libor LoanFixed Rate Portion, Borrower may elect, by giving to Agent and each Lender not less than three Business Days’ ' notice, to convert all (but not less than all) of any such Libor Loan Fixed Rate Portion into a part of the Base Rate LoanPortion, but such election shall not diminish Borrower’s 's obligation to pay all accrued Reimbursable Taxes. (d) Agent or any Lender shall, at Borrower's expense, take such action as Borrower may reasonably request in writing with respect to such asserted liability, and if requested by Borrower and upon the prior payment to Agent or any Lender by Borrower of an amount equal to such Reimbursable Tax, shall make payment of such Reimbursable Tax under protest, if payment under protest is necessary in order to contest the claim for Reimbursable Taxes. If contest is made, Agent or any Lender shall, at Borrower's expense, take such action as Borrower may reasonably request to contest the claim for Reimbursable Taxes and shall, if requested, permit Borrower to file a claim or prosecute an action to contest the claim for Reimbursable Taxes and to recover any payment made under protest. Such Lender shall remit to Borrower the full amount of all taxes paid by Borrower and refunded to Lender by any applicable authority. Notwithstanding the foregoing above or any conflicting or inconsistent provisions of this sectionin the Loan Documents, Borrower no Related Person shall be entitledpay or indemnify Agent or any Lender for: (i) Reimbursable Taxes incurred for a failure by Agent or any Lender to comply with any information (including certificates, to the extent it reports, and documents) or filing requirement which is required by law as a precondition to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income exemption or other similar taxes relief from such tax; or (ii) Reimbursable Taxes imposed upon the transfer by the United States Agent or any Lender of America (other than all or any portion thereof attributable part of its right, title or interest in any Note or Loan Document, including but not limited to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of Lenderparticipations.

Reimbursable Taxes. Borrower covenants and agrees that: (a) Borrower will indemnify each Lender Party against and reimburse each Lender Party for all present and future income, stamp and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or any Libor Eurodollar Loans or Letters of Credit (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any taxes imposed on or measured by the overall gross or net income of Lender, franchise Agent or margin tax such Lender Party or the Lending Office any lending office of such Lender Party by any jurisdiction in which such Lender Party or the Lending Office any such lending office is located (all such non-excluded taxes, levies, costs and charges being collectively called “"Reimbursable Taxes” " in this section). Such indemnification shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnity. (b) All payments on account of the principal of, and interest on, Lender’s each Lender Party's Loans and Note, and all other amounts payable by Borrower to any Lender Party hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of Borrower. In the event of Borrower being compelled by Law to make any such deduction or withholding from any payment to Lenderany Lender Party, Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by such Lender Party after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to such Lender Party an official receipt or other official document evidencing payment of such deduction or withholding. (c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Libor Eurodollar Loan, Borrower may elect, by giving to Agent and such Lender Party not less than three Business Days’ ' notice, to convert all (but not less than all) of any such Libor Eurodollar Loan into a Base Rate Loan, but such election shall not diminish Borrower’s 's obligation to pay all Reimbursable Taxes. (d) Notwithstanding the foregoing provisions of this sectionSection, Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of Lenderany Lender Party, other than a Lender Party (i) who is a U.S. person for Federal income tax purposes or (ii) who has the Prescribed Forms on file with Agent (with copies provided to Borrower) for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms, provided that if Borrower shall so deduct or withhold any such taxes, it shall provide a statement to Agent and such Lender Party, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Lender Party may reasonably request for assisting such Lender Party to obtain any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Lender Party is subject to tax. As used in this section, "Prescribed Forms" means such duly executed forms or statements, and in such number of copies, which may, from time to time, be prescribed by Law and which, pursuant to applicable provisions of (x) an income tax treaty between the United States and the country of residence of the Lender party providing the forms or statements, or (y) the Internal Revenue Code, permit Borrower to make payments hereunder for the account of such Lender Party free of such deduction or withholding of income or similar taxes.

Reimbursable Taxes. Borrower covenants and agrees that:: ------------------ (a) Borrower will indemnify each Lender Party against and reimburse each Lender Party for all present and future income, stamp and other taxes, duties, levies, costs imposts, deductions, charges, costs, and charges withholdings whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or any Libor LIBOR Loans or Letters of Credit (whether or not legally or correctly imposed, assessed, levied or collected)) including all taxes imposed pursuant to Part XIII of the Income Tax Act (Canada) and any withholding or other taxes imposed on any Lender Party under Canadian Law, excluding, however, any taxes imposed on or measured by the overall gross or net income of Lender, franchise Administrative Agent or margin tax such Lender Party or the any Applicable Lending Office of such Lender Party by any jurisdiction in which such Lender Party or the any such Applicable Lending Office is located (all such non-excluded taxes, levies, costs and charges being collectively called “"Reimbursable Taxes” " in this section). Such indemnification shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnity. (b) All payments on account of the principal of, and interest on, Lender’s each Lender Party's Loans and Note, and all other amounts payable by Borrower to any Lender Party hereunder, shall be made in full without set-set- off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of Borrower. In the event of Borrower being compelled by Law to make any such deduction or withholding from any payment to Lenderany Lender Party, Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by such Lender Party after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to such Lender Party an official receipt or other official document evidencing payment of such deduction or withholding. (c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Libor LIBOR Loan, Borrower may elect, by giving to Administrative Agent and such Lender Party not less than three Business Days’ ' notice, to convert Convert all (but not less than all) of any such Libor LIBOR Loan into a Base Rate Loan, but such election shall not diminish Borrower’s 's obligation to pay all Reimbursable Taxes. (d) Notwithstanding the foregoing provisions of this section, Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of Lenderany Lender Party, other than a Lender Party (i) who is a U.S. person for Federal income tax purposes or (ii) who has the Prescribed Forms on file with Administrative Agent (with copies provided to Borrower) for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms, provided that if Borrower shall so deduct or withhold any such taxes, it shall provide a statement to Administrative Agent and such Lender Party, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Lender Party may reasonably request for assisting such Lender Party to obtain any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Lender Party is subject to tax. As used in this section, "Prescribed Forms" means such duly executed forms or statements, and in such number of copies, which may, from time to time, be prescribed by Law and which, pursuant to applicable provisions of (x) an income tax treaty between the United States and the country of residence of the Lender Party providing the forms or statements, (y) the Code, or (z) any applicable rules or regulations thereunder, permit Borrower to make payments hereunder for the account of such Lender Party free of such deduction or withholding of income or similar taxes.

Reimbursable Taxes. Borrower covenants and agrees that:: ------------------ (a) Borrower will indemnify each Lender Party against and reimburse each Lender Party for all present and future income, stamp and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or any Libor Eurodollar Loans or Letters of Credit (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any taxes imposed on or measured by the overall gross or net income of Lender, franchise Agent or margin tax such Lender Party or the Lending Office any lending office of such Lender Party by any jurisdiction in which such Lender Party or the Lending Office any such lending office is located (all such non-excluded taxes, levies, costs and charges being collectively called “'Reimbursable Taxes” ' in this section). Such indemnification shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnity. (b) All payments on account of the principal of, and interest on, Lender’s each Lender Party's Loans and Note, and all other amounts payable by Borrower to any Lender Party hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of Borrower. In the event of Borrower being compelled by Law to make any such deduction or withholding from any payment to Lenderany Lender Party, Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by such Lender Party after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to such Lender Party an official receipt or other official document evidencing payment of such deduction or withholding. (c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Libor Eurodollar Loan, Borrower may elect, by giving to Agent and such Lender Party not less than three Business Days’ ' notice, to convert all (but not less than all) of any such Libor Eurodollar Loan into a Base Rate Loan, but such election shall not diminish Borrower’s 's obligation to pay all Reimbursable Taxes. (d) Notwithstanding the foregoing provisions of this section, Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of Lenderany Lender Party, other than a Lender Party (i) who is a U.S. person for Federal income tax purposes or (ii) who has the Prescribed Forms on file with Agent (with copies provided to Borrower) for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms, provided that if Borrower shall so deduct or withhold any such taxes, it shall provide a statement to Agent and such Lender Party, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Lender Party may reasonably request for assisting such Lender Party to obtain any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Lender Party is subject to tax. As used in this section, "Prescribed Forms" means such duly executed forms or statements, and in such number of copies, which may, from time to time, be prescribed by Law and which, pursuant to applicable provisions of (x) an income tax treaty between the United States and the country of residence of the Lender Party providing the forms or statements, or (y) the Internal Revenue Code, permit Borrower to make payments hereunder for the account of such Lender Party free of such deduction or withholding of income or similar taxes.

Reimbursable Taxes. Borrower covenants and agrees that: (a) Borrower will indemnify Lender each Bank Party against and reimburse Lender each Bank Party for all present and future income, stamp and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or any Libor Eurodollar Loans or Letters of Credit (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any taxes imposed on or measured by the overall gross or net income of Lender, franchise Agent or margin tax such Bank Party or the Lending Office any lending office of Lender such Bank Party by any jurisdiction in which Lender such Bank Party or the Lending Office any such lending office is located (all such non-excluded taxes, levies, costs and charges being collectively called “"Reimbursable Taxes” " in this section). Such indemnification shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnity. (b) All payments on account of the principal of, and interest on, Lender’s each Bank Party's Loans and Note, and all other amounts payable by Borrower to Lender any Bank Party hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of Borrower. In the event of Borrower being compelled by Law to make any such deduction or withholding from any payment to Lenderany Bank Party, Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by Lender such Bank Party after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to Lender such Bank Party an official receipt or other official document evidencing payment of such deduction or withholding. (c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Libor Eurodollar Loan, Borrower may elect, by giving to Lender Agent and such Bank Party not less than three Business Days’ ' notice, to convert all (but not less than all) of any such Libor Eurodollar Loan into a Base Rate Loan, but such election shall not diminish Borrower’s 's obligation to pay all Reimbursable Taxes. (d) Notwithstanding the foregoing provisions of this section, Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of Lenderany Bank Party, other than a Bank Party (i) who is a U.S. person for Federal income tax purposes or (ii) who has the Prescribed Forms on file with Agent (with copies provided to Borrower) for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms, provided that if Borrower shall so deduct or withhold any such taxes, it shall provide a statement to Agent and such Bank Party, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Bank Party may reasonably request for assisting such Bank Party to obtain any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Bank Party is subject to tax. As used in this section, "Prescribed Forms" means such duly executed forms or statements, and in such number of copies, which may, from time to time, be prescribed by Law and which, pursuant to applicable provisions of (x) an income tax treaty between the United States and the country of residence of the Bank Party providing the forms or statements, (y) the Internal Revenue Code of 1986, as amended from time to time, or (z) any applicable rules or regulations thereunder, permit Borrower to make payments hereunder for the account of such Bank Party free of such deduction or withholding of income or similar taxes.

Reimbursable Taxes. Borrower covenants and agrees that:: ------------------ (a) Borrower will indemnify each Lender Party against and reimburse each Lender Party for all present and future income, stamp and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or any Libor LIBOR Loans or Letters of Credit (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any taxes imposed on or measured by the overall gross or net income of Lender, franchise Administrative Agent or margin tax such Lender Party or the any Applicable Lending Office of such Lender Party by any jurisdiction in which such Lender Party or the any such Applicable Lending Office is located (all such non-excluded taxes, levies, costs and charges being collectively called “"Reimbursable Taxes” " in this section). Such indemnification shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnity. (b) All payments on account of the principal of, and interest on, Lender’s each Lender Party's Loans and Note, and all other amounts payable by Borrower to any Lender Party hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of Borrower. In the event of Borrower being compelled by Law to make any such deduction or withholding from any payment to Lenderany Lender Party, Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by such Lender Party after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to such Lender Party an official receipt or other official document evidencing payment of such deduction or withholding. (c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Libor LIBOR Loan, Borrower may elect, by giving to Administrative Agent and such Lender Party not less than three Business Days’ ' notice, to convert Convert all (but not less than all) of any such Libor LIBOR Loan into a Base Rate Loan, but such election shall not diminish Borrower’s 's obligation to pay all Reimbursable Taxes. (d) Notwithstanding the foregoing provisions of this section, Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of Lenderany Lender Party, other than a Lender Party (i) who is a U.S. person for Federal income tax purposes or (ii) who has the Prescribed Forms on file with Administrative Agent (with copies provided to Borrower) for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms, provided that if Borrower shall so deduct or withhold any such taxes, it shall provide a statement to Administrative Agent and such Lender Party, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Lender Party may reasonably request for assisting such Lender Party to obtain any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Lender Party is subject to tax. As used in this section, "Prescribed Forms" means such duly executed forms or statements, and in such number of copies, which may, from time to time, be prescribed by Law and which, pursuant to applicable provisions of (x) an income tax treaty between the United States and the country of residence of the Lender Party providing the forms or statements, (y) the Code, or (z) any applicable rules or regulations thereunder, permit Borrower to make payments hereunder for the account of such Lender Party free of such deduction or withholding of income or similar taxes.

Reimbursable Taxes. Borrower covenants and agrees that: (a) Borrower will indemnify each Lender Party against and reimburse each Lender Party for all present and future income, stamp and other taxes, duties, levies, costs imposts, deductions, charges, costs, and charges withholdings whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or any Libor Eurodollar Loans or Letters of Credit (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any taxes imposed on or measured by the overall gross or net income of Lender, franchise Administrative Agent or margin tax such Lender Party or the any Applicable Lending Office of such Lender Party (or franchise or equivalent taxes) by any jurisdiction in which such Lender Party or the any such Applicable Lending Office is located (all such non-excluded taxes, levies, costs and charges being collectively called “"Reimbursable Taxes” " in this section). Such indemnification shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnity. (b) All payments on account of the principal of, and interest on, Lender’s each Lender Party's Loans and Note, and all other amounts payable by Borrower to any Lender Party hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of Borrower. In the event of Borrower being compelled by Law to make any such deduction or withholding from any payment to Lenderany Lender Party, Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by such Lender Party after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to such Lender Party an official receipt or other official document evidencing payment of such deduction or withholding. (c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Libor Eurodollar Loan, Borrower may elect, by giving to Administrative Agent and such Lender Party not less than three Business Days’ ' notice, to convert Convert all (but not less than all) of any such Libor Eurodollar Loan into a Base Rate Loan, but such election shall not diminish Borrower’s 's obligation to pay all Reimbursable Taxes. (d) Notwithstanding the foregoing provisions of this section, Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of Lender.004726 000020 DALLAS 1786243.3 SECOND AMENDED AND RESTATED CREDIT AGREEMENT [CONFORMED THROUGH AUGUST 2004]

Reimbursable Taxes. Borrower covenants The Related Persons covenant and agrees agree that: (a) Borrower The Related Persons will indemnify Lender each Bank Party against and reimburse Lender each Bank Party for all present and future income, stamp and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or any Libor Loans LIBOR Advances (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any taxes imposed on or measured by the overall gross or net income of Lender, franchise Agent or margin tax such Bank Party or the Lending Office any lending office of Lender such Bank Party by any jurisdiction in which Lender such Bank Party or the Lending Office any such lending office is located (all such non-excluded taxes, levies, costs and charges being collectively called “Reimbursable Taxes” "REIMBURSABLE TAXES" in this section). Such indemnification shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnity. (b) All payments on account of the principal of, and interest on, Lender’s Loans and Noteeach Bank Party's Notes, and all other amounts payable by Borrower the Related Persons to Lender any Bank Party hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of Borrowerthe Related Persons. In the event of Borrower the Related Persons being compelled by Law to make any such deduction or withholding from any payment to Lenderany Bank Party, Borrower the Related Persons shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by Lender such Bank Party after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower the Related Persons should make any deduction or withholding as aforesaid, Borrower the Related Persons shall within 60 days thereafter forward to Lender such Bank Party an official receipt or other official document evidencing payment of such deduction or withholding. (c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Libor LoanLIBOR Advance, Borrower may elect, by giving to Lender Agent and such Bank Party not less than three Business Days’ ' notice, to convert all (but not less than all) of any such Libor Loan LIBOR Advance into a Base Rate LoanAdvance, but such election shall not diminish Borrower’s the Related Persons' obligation to pay all Reimbursable Taxes. (d) Notwithstanding the foregoing provisions of this section, Borrower each of the Related Persons shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of Lenderany Bank Party, other than a Bank Party (i) who is a U.S. person for Federal income tax purposes or (ii) who has the Prescribed Forms on file with Agent (with copies provided to the Related Persons) for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms, provided that if a Related Person shall so deduct or withhold any such taxes, it shall provide a statement to Agent and such Bank Party, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Bank Party may reasonably request for assisting such Bank Party to obtain any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Bank Party is subject to tax. As used in this section, "PRESCRIBED FORMS" means such duly executed forms or statements, and in such number of copies, which may, from time to time, be prescribed by Law and which, pursuant to applicable provisions of (x) an income tax treaty between the United States and the country of residence of the Bank Party providing the forms or statements, (y) the Internal Revenue Code of 1986, as amended from time to time, or (z) any applicable rules or regulations thereunder, permit the Related Persons to make payments hereunder for the account of such Bank Party free of such deduction or withholding of income or similar taxes.

Reimbursable Taxes. Borrower covenants and agrees that: (ai) The Borrower will indemnify each Lender against and reimburse each Lender for all present and future income, stamp and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or actually collected on or in respect of this Agreement or any Libor Eurodollar Loans hereunder (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any taxes imposed on or measured by the overall gross or net income of Lender, franchise the Agent or margin tax such Lender or the any Applicable Lending Office of such Lender by any jurisdiction in which such Lender or the any such Applicable Lending Office is located (all such non-excluded taxes, levies, costs and charges being collectively called “"Reimbursable Taxes” " in this section). Such indemnification shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnity. (bii) All payments on account of the principal of, and interest on, each Lender’s 's Loans and Note, and all other amounts payable by the Borrower to any Lender hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of the Borrower. In the event of the Borrower being compelled by Law law to make any such deduction or withholding from any payment to any Lender, the Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by such Lender after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If the Borrower should make any deduction or withholding as aforesaid, the Borrower shall within 60 days thereafter forward to such Lender an official receipt or other official document evidencing payment of such deduction or withholding. (ciii) If the Borrower is ever required to pay any Reimbursable Tax with respect to any Libor Eurodollar Loan, the Borrower may elect, by giving to the Agent and such Lender not less than three Business Days’ ' notice, to convert all (but not less than all) of any such Libor Eurodollar Loan into a Base Rate Loan, but such election shall not diminish the Borrower’s 's obligation to pay all Reimbursable Taxes. (div) Notwithstanding the foregoing provisions of this section, the Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of any Lender, other than a Lender (i) who is a U.S. person for Federal income tax purposes or (ii) who has the Prescribed Forms on file with Agent (with copies provided to the Borrower) for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms, provided that if Borrower shall so deduct or withhold any such taxes, it shall provide a statement to Agent and such Lender, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Lender may reasonably request for assisting such Lender to obtain any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Lender is subject to tax. As used in this section, "Prescribed Forms" means such duly executed forms or statements, and in such number of copies, which may, from time to time, be prescribed by Law and which, pursuant to applicable provisions of (x) an income tax treaty between the United States and the country of residence of the Lender providing the forms or statements, or (y) the Internal Revenue Code, permit the Borrower to make payments hereunder for the account of such Lender free of such deduction or withholding of income or similar taxes.

Reimbursable Taxes. Borrower covenants and agrees that: (a) Borrower will indemnify each Lender Party against and reimburse each Lender Party for all present and future income, stamp and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or any Libor Eurodollar Loans or Letters of Credit (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any taxes imposed on or measured by the overall gross or net income of Lender, franchise Administrative Agent or margin tax such Lender Party or the any Applicable Lending Office of such Lender Party by any jurisdiction in which such Lender Party or the any such Applicable Lending Office is located (all such non-excluded taxes, levies, costs and charges being collectively called “"Reimbursable Taxes” " in this section). Such indemnification shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnity. (b) All payments on account of the principal of, and interest on, Lender’s each Lender Party's Loans and Note, and all other amounts payable by Borrower to any Lender Party hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of Borrower. In the event of Borrower Borrower's being compelled by Law to make any such deduction or withholding from any payment to LenderanyLender Party, Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by such Lender Party after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to such Lender Party an official receipt or other official document evidencing payment of such deduction or withholding. (c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Libor Eurodollar Loan, Borrower may elect, by giving to Administrative Agent and such Lender Party not less than three Business Days’ ' notice, to convert all (but not less than all) of any such Libor Eurodollar Loan into a Base Rate Loan, but such election shall not diminish Borrower’s 's obligation to pay all Reimbursable Taxes. (d) Notwithstanding the foregoing provisions of this section, Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of Lenderany Lender Party, other than a Lender Party (i) who is a U.S. person for Federal income tax purposes or (ii) who has the Prescribed Forms on file with Agent (with copies provided to Borrower) for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms, provided that if Borrower shall so deduct or withhold any such taxes, it shall provide a statement to Agent and such Lender Party, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Lender Party may reasonably request for assisting such Lender Party to obtain any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Lender Party is subject to tax.

Reimbursable Taxes. Borrower covenants and agrees that:: ------------------ (a) Borrower will indemnify each Lender Party against and reimburse each Lender Party for all present and future income, stamp and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or any Libor LIBOR Loans or Letters of Credit (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any taxes imposed on or measured by the overall gross or net income of Lender, franchise Administrative Agent or margin tax such Lender Party or the any Applicable Lending Office of such Lender Party by any jurisdiction in which such Lender Party or the any such Applicable Lending Office is located (all such non-excluded taxes, levies, costs and charges being collectively called “"Reimbursable Taxes” " in this section). Such indemnification shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnity. (b) All payments on account of the principal of, and interest on, Lender’s each Lender Party's Loans and Note, and all other amounts payable by Borrower to any Lender Party hereunder, shall be made in full without set-set- off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of Borrower. In the event of Borrower being compelled by Law to make any such deduction or withholding from any payment to Lenderany Lender Party, Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by such Lender Party after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to such Lender Party an official receipt or other official document evidencing payment of such deduction or withholding. (c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Libor LIBOR Loan, Borrower may elect, by giving to Administrative Agent and such Lender Party not less than three Business Days’ ' notice, to convert Convert all (but not less than all) of any such Libor LIBOR Loan into a Base Rate Loan, but such election shall not diminish Borrower’s 's obligation to pay all Reimbursable Taxes. (d) Notwithstanding the foregoing provisions of this section, Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of Lender.any Lender Party, other than a Lender Party (i) who is a U.S. person for Federal income tax purposes or (ii) who has the Prescribed Forms on file with Administrative Agent (with copies provided to Borrower)

Reimbursable Taxes. Borrower covenants Borrowers covenant and agrees agree that: (ai) Borrower Borrowers will indemnify each Lender Party against and reimburse each Lender Party for all present and future income, stamp and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or any Libor Loans (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any taxes imposed on or measured by the overall gross or net income of Lender, franchise such Lender Party or margin tax or the any Applicable Lending Office of such Lender Party by any jurisdiction in which such Lender Party or the any such Applicable Lending Office is located (all such non-excluded taxes, levies, costs and charges being collectively called “Reimbursable Taxes” "REIMBURSABLE TAXES" in this sectionSection). Such indemnification shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnity. (bii) All payments on account of the principal of, and interest on, Lender’s Loans and Noteeach Lender Party's Term Loan, and all other amounts payable by Borrower Borrowers to any Lender Party hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of BorrowerBorrowers. In the event of Borrower Borrowers being compelled by Law to make any such deduction or withholding from any payment to Lenderany Lender Party, Borrower Borrowers shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by such Lender Party after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should Borrowers shall make any deduction or withholding as aforesaid, Borrower Borrowers shall within 60 days thereafter forward to such Lender Party an official receipt or other official document evidencing payment of such deduction or withholding. (c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Libor Loan, Borrower may elect, by giving to Lender not less than three Business Days’ notice, to convert all (but not less than all) of any such Libor Loan into a Base Rate Loan, but such election shall not diminish Borrower’s obligation to pay all Reimbursable Taxes. (diii) Notwithstanding the foregoing provisions of this sectionSection, Borrower Borrowers shall be entitled, to the extent it is they are required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of Lenderany Lender Party, other than Lender Party (A) who is a U.S. person for Federal income tax purposes or (B) who has the Prescribed Forms on file with the Term Lender Agent (with copies provided to the Borrower Representative) for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms; provided, however, that if Borrower shall so deduct or withhold any such taxes, it shall provide a statement to the Term Lender Agent and such Lender Party, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Lender Party may request for assisting such Lender Party to obtain any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Lender Party is subject to tax. As used in this Section, "PRESCRIBED FORMS" means such duly executed forms or statements, and in such number of copies, which may, from time to time, be prescribed by Law and which, pursuant to applicable provisions of (i) an income tax treaty between the United States and the country of residence of such Lender Party providing the forms or statements, (ii) the Tax Code or (iii) any applicable rules or regulations thereunder, permit Borrowers to make payments hereunder for the account of such Lender Party free of such deduction or withholding of income or similar taxes.

Reimbursable Taxes. Borrower covenants and agrees that: (a) Borrower will indemnify Agent and each Lender against and reimburse Agent and each Lender for all present and future income, stamp and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or any Libor Loans Fixed Rate Portions (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any taxes imposed on or measured by the overall gross or net income of Lender, franchise Agent or margin tax such Lender or the Lending Office any lending office of Agent or such Lender by any jurisdiction in which Agent or such Lender or the Lending Office any such lending office is located (all such non-excluded taxes, levies, costs and charges being collectively called “"Reimbursable Taxes” " in this section). Such indemnification shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnity.income (b) All payments on account of the principal of, and interest on, each Lender’s Loans 's Loan and each Lender's Note, and all other amounts payable by Borrower to Agent and each Lender hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of Borrower. In the event of Borrower being compelled by Law law or other regulations to make any such deduction or withholding from any payment to Agent or any Lender, Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by Agent or such Lender after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to Lender Agent or such Lender, if reasonably available, an official receipt or other official document evidencing payment of such deduction or withholding. (c) If Borrower is ever required to pay or notified of the possible liability for any Reimbursable Tax with respect to any Libor LoanFixed Rate Portion, Borrower may elect, by giving to Agent and each Lender not less than three Business Days’ ' notice, to convert all (but not less than all) of any such Libor Loan Fixed Rate Portion into a part of the Base Rate LoanPortion, but such election shall not diminish Borrower’s 's obligation to pay all accrued Reimbursable Taxes. (d) Agent or any Lender shall, at Borrower's expense, take such action as Borrower may reasonably request in writing with respect to such asserted liability, and if requested by Borrower and upon the prior payment to Agent or any Lender by Borrower of an amount equal to such Reimbursable Tax, shall make payment of such Reimbursable Tax under protest, if payment under protest is necessary in order to contest the claim for Reimbursable Taxes. If contest is made, Agent or any Lender shall, at Borrower's expense, take such action as Borrower may reasonably request to contest the claim for Reimbursable Taxes and shall, if requested, permit Borrower to file a claim or prosecute an action to contest the claim for Reimbursable Taxes and to recover any payment made under protest. Such Lender shall remit to Borrower the full amount of all taxes paid by Borrower and refunded to Lender by any applicable authority. Notwithstanding the foregoing above or any conflicting or inconsistent provisions in the Loan Documents, no Related Person shall pay or indemnify Agent or any Lender for: (i) Reimbursable Taxes incurred for a failure by Agent or any Lender to comply with any information (including certificates, reports, and documents) or (ii) Reimbursable Taxes imposed upon the transfer by Agent or any Lender of this sectionall or any part of its right, Borrower shall be entitledtitle or interest in any Note or Loan Document, including but not limited to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of Lenderparticipations.

Reimbursable Taxes. Borrower covenants and agrees that: (a) Borrower will indemnify each Lender Party against and reimburse each Lender Party for all present and future income, stamp and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or any Libor Eurodollar Loans or Letters of Credit (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any taxes imposed on or measured by the overall gross or net income of Lender, franchise Agent or margin tax such Lender Party or the any Applicable Lending Office of such Lender Party by any jurisdiction in which such Lender Party or the any such Applicable Lending Office is located (all such non-excluded taxes, levies, costs and charges being collectively called “"Reimbursable Taxes” " in this section). Such indemnification shall be on an after-tax basis, taking into account any taxes additional such Reimbursable Taxes imposed on the amounts paid as indemnity. (b) All payments on account of the principal of, and interest on, Lender’s each Lender Party's Loans and Note, and all other amounts payable by Borrower to any Lender Party hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of Borrower. In the event of Borrower being compelled by Law to make any such deduction or withholding from any payment to Lenderany Lender Party, Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by such Lender Party after such deduction or 44 withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to such Lender Party an official receipt or other official document evidencing payment of such deduction or withholding. (c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Libor Eurodollar Loan, Borrower may elect, by giving to Agent and such Lender Party not less than three Business Days’ ' notice, to convert all (but not less than all) of any such Libor Eurodollar Loan into a Base Rate Loan, but such election shall not diminish Borrower’s 's obligation to pay all Reimbursable Taxes. (d) Notwithstanding the foregoing provisions of this section, Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of Lenderany Lender Party, other than a Lender Party (i) who is a U.S. person for Federal income tax purposes or (ii) who has the Prescribed Forms on file with Agent (with copies provided to Borrower) for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms, provided that if Borrower shall so deduct or withhold any such taxes, it shall provide a statement to Agent and such Lender Party, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Lender Party may reasonably request for assisting such Lender Party to obtain any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Lender Party is subject to tax. As used in this section, "Prescribed Forms" means such duly executed forms or statements, and in such number of copies, which may, from time to time, be prescribed by Law and which, pursuant to applicable provisions of (x) an income tax treaty between the United States and the country of residence of the Lender Party providing the forms or statements, (y) the Internal Revenue Code, or (z) any applicable rules or regulations thereunder, permit Borrower to make payments hereunder for the account of such Lender Party free of such deduction or withholding of income or similar taxes.

Reimbursable Taxes. With respect to the Commitment, Borrower covenants and agrees with each Lender Party extending credit pursuant thereto that: (a) Borrower will indemnify each such Lender Party against and reimburse each such Lender Party for all present and future income, stamp and other taxes, duties, levies, costs imposts, deductions, charges, costs, and charges withholdings whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or Agreement, any Libor LIBOR Loans (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any taxes imposed on or measured by the overall gross or net income of Lender, franchise Administrative Agent or margin tax such Lender Party or the any Applicable Lending Office of such Lender Party by any jurisdiction in which such Lender Party or the any such Applicable Lending Office is located (all such non-excluded taxes, levies, costs and charges being collectively called “"Reimbursable Taxes” " in this section). Such indemnification shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnity. (b) All payments on account of the principal of, and interest on, Lender’s each such Lender Party's Loans and Note, and all other amounts payable by Borrower to any such Lender Party hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of Borrower. In the event of Borrower being compelled by Law to make any such deduction or withholding from any payment to Lenderany such Lender Party, Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by such Lender Party after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to such Lender Party an official receipt or other official document evidencing payment of such deduction or withholding. (c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Libor LIBOR Loan, Borrower may elect, by giving to Administrative Agent and such Lender Party not less than three Business Days’ ' notice, to convert Convert all (but not less than all) of any such Libor LIBOR Loan into a Base Rate Loan, but such election shall not diminish Borrower’s 's obligation to pay all Reimbursable Taxes. (d) Notwithstanding the foregoing provisions of this section, Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of Lendersuch Lender Party, other than such a Lender Party (i) who is a US person for Federal income tax purposes or (ii) who has the Prescribed Forms on file with Administrative Agent (with copies provided to the relevant Borrower) for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms, provided that if Borrower shall so deduct or withhold any such taxes, it shall provide a statement to Administrative Agent and such Lender Party, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Lender Party may reasonably request for assisting such Lender Party to obtain any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Lender Party is subject to tax. As used in this section, "Prescribed Forms" means such duly executed forms or statements, and in such number of copies, which may, from time to time, be prescribed by Law and which, pursuant to applicable provisions of (x) an income tax treaty between the United States and the country of residence of such Lender Party providing the forms or statements, (y) the Code, or (z) any applicable rules or regulations thereunder, permit Borrower to make payments hereunder for the account of such Lender Party free of such deduction or withholding of income or similar taxes.

Reimbursable Taxes. Borrower covenants and agrees that: (a) Borrower will indemnify Lender Bank One against and reimburse Lender Bank One for all present and future income, stamp and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or any Libor Loans Fixed Rate Portions (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any taxes imposed on or measured by the overall gross or net income of Lender, franchise Bank One or margin tax or the Lending Office any lending office of Lender Bank One by any jurisdiction in which Lender Bank One or the Lending Office any such lending office is located (all such non-excluded taxes, levies, costs and charges being collectively called “"Reimbursable Taxes” " in this section). Such indemnification shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnity. (b) All payments on account of the principal of, and interest on, Lender’s Loans the Loan and the Note, and all other amounts payable by Borrower to Lender Bank One hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of Borrower. In the event of Borrower being compelled by Law law or other regulations to make any such deduction or withholding from any payment to LenderBank One, Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by Lender Bank One after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to Lender Bank One an official receipt or other official document evidencing payment of such deduction or withholding. (c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Libor Loan, Fixed Rate Portion Borrower may elect, by giving to Lender Bank One not less than three Business Days’ ' notice, to convert all (but not less than all) of any such Libor Loan Fixed Rate Portion into a part of the Base Rate LoanPortion, but such election shall not diminish Borrower’s 's obligation to pay all Reimbursable Taxes. (d) Notwithstanding the foregoing provisions of this section, Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of Lender.

Reimbursable Taxes. Borrower covenants and agrees that: (a) Borrower will indemnify Lender each Bank Party against and reimburse Lender each Bank Party for all present and future income, stamp and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or any Libor Loans LIBOR Advances (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any taxes imposed on or measured by the overall gross or net income of Lender, franchise Agent or margin tax such Bank Party or the Lending Office any lending office of Lender such Bank Party by any jurisdiction in which Lender such Bank Party or the Lending Office any such lending office is located (all such non-excluded taxes, levies, costs and charges being collectively called “"Reimbursable Taxes” " in this section). Such indemnification shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnity. (b) All payments on account of the principal of, and interest on, Lender’s Loans and each Bank Party's Note, and all other amounts payable by Borrower to Lender any Bank Party hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of Borrower. In the event of Borrower being compelled by Law to make any such deduction or withholding from any payment to Lenderany Bank Party, Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by Lender such Bank Party after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to Lender such Bank Party an official receipt or other official document evidencing payment of such deduction or withholding. (c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Libor LoanLIBOR Advance, Borrower may elect, by giving to Lender Agent and such Bank Party not less than three Business Days’ ' notice, to convert all (but not less than all) of any such Libor Loan LIBOR Advance into a Base Rate LoanAdvance, but such election shall not diminish Borrower’s 's obligation to pay all Reimbursable Taxes. (d) Notwithstanding the foregoing provisions of this section, Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of Lenderany Bank Party, other than a Bank Party (i) who is a U.S. person for Federal income tax purposes or (ii) who has the Prescribed Forms on file with Agent (with copies provided to Borrower) for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms, provided that if Borrower shall so deduct or withhold any such taxes, it shall provide a statement to Agent and such Bank Party, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Bank Party may reasonably request for assisting such Bank Party to obtain any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Bank Party is subject to tax. As used in this section, "Prescribed Forms" means such duly executed forms or statements, and in such number of copies, which may, from time to time, be prescribed by Law and which, pursuant to applicable provisions of (x) an income tax treaty between the United States and the country of residence of the Bank Party providing the forms or statements, (y) the Internal Revenue Code of 1986, as amended from time to time, or (z) any applicable rules or regulations thereunder, permit Borrower to make payments hereunder for the account of such Bank Party free of such deduction or withholding of income or similar taxes.

Reimbursable Taxes. Borrower covenants and agrees that: (a) Borrower will indemnify Lender against and reimburse Lender for all present and future income, stamp and other taxes, levies, costs and charges Taxes whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or any Libor Loans Fixed Rate Portions (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any taxes Taxes imposed on or measured by the overall gross or net income of Lender, franchise Lender or margin tax or the Lending Office any lending office of Lender by any jurisdiction in which Lender or the Lending Office any such lending office is located (all such non-excluded taxes, levies, costs and charges Taxes being collectively called “"Reimbursable Taxes” " in this sectionSection 2.18). Such indemnification shall be on an after-tax basis, taking into account any taxes Taxes imposed on the amounts paid as indemnity. (b) All payments on account of the principal of, and interest on, Lender’s Loans the Loan and the Note, and all other amounts payable by Borrower to Lender hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of Borrower. In the event of Borrower being compelled by Law to make any such deduction or withholding from any payment to Lender, Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by Lender after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to Lender an official receipt or other official document evidencing payment of such deduction or withholding. (c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Libor LoanFixed Rate Portion, Borrower may elect, by giving to Lender not less than three (3) Business Days’ ' notice, to convert all (but not less than all) of any such Libor Loan Fixed Rate Portion into a part of the Base Rate LoanPortion, but such election shall not diminish Borrower’s 's obligation to pay all Reimbursable Taxes. (d) Notwithstanding the foregoing provisions of this section, Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of Lender.

Reimbursable Taxes. With respect to the Commitments, Borrower covenants and agrees with each Lender Party extending credit pursuant thereto that: (a) Borrower will indemnify each such Lender Party against and reimburse each such Lender Party for all present and future income, stamp and other taxes, duties, levies, costs imposts, deductions, charges, costs, and charges withholdings whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or any Libor Eurodollar Loans (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any taxes imposed on or measured by the overall gross or net income (however denominated) or capital and franchise taxes (in lieu of Lender, franchise income taxes) imposed on Administrative Agent or margin tax such Lender Party or the any Applicable Lending Office of such Lender Party by any jurisdiction in which Administrative Agent or such Lender Party or the any such Applicable Lending Office is located (all such non-excluded taxes, levies, costs and charges being collectively called “Reimbursable Taxes” in this section). Such indemnification shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnity. (b) All payments on account of the principal of, and interest on, Lendereach such Lender Party’s Loans and NoteNotes, and all other amounts payable by Borrower to any such Lender Party hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of Borrower. In the event of Borrower being compelled or required by Law to make any such deduction or withholding from any payment to Lenderany such Lender Party, Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by such Lender Party after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to such Lender Party an official receipt or other official document evidencing payment of such deduction or withholding. (c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Libor Loan, Borrower may elect, by giving to Lender not less than three Business Days’ notice, to convert all (but not less than all) of any such Libor Loan into a Base Rate Loan, but such election shall not diminish Borrower’s obligation to pay all Reimbursable Taxes. (d) Notwithstanding the foregoing provisions of this section, Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of Lender.

Reimbursable Taxes. Borrower covenants and agrees that: (ai) Borrower The Borrowers will indemnify each Lender against and reimburse each Lender for all present and future income, stamp and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or actually collected on or in respect of this Agreement or any Libor Eurodollar Loans hereunder (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any taxes imposed on or measured by the overall gross or net income of Lender, franchise the Agent or margin tax such Lender or the any Applicable Lending Office of such Lender by any jurisdiction in which such Lender or the any such Applicable Lending Office is located (all such non-excluded taxes, levies, costs and charges being collectively called “Reimbursable Taxes” in this section). Such indemnification shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnity. (bii) All payments on account of the principal of, and interest on, each Lender’s Loans and Note, and all other amounts payable by Borrower the Borrowers to any Lender hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of Borrowerthe Borrowers. In the event of Borrower the Borrowers being compelled by Law law to make any such deduction or withholding from any payment to any Lender, Borrower the Borrowers shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by such Lender after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower the Borrowers should make any deduction or withholding as aforesaid, Borrower the Borrowers shall within 60 days thereafter forward to such Lender an official receipt or other official document evidencing payment of such deduction or withholding. (ciii) If Borrower is the Borrowers are ever required to pay any Reimbursable Tax with respect to any Libor Eurodollar Loan, Borrower the Borrowers may elect, by giving to the Agent and such Lender not less than three Business Days’ notice, to convert all (but not less than all) of any such Libor Eurodollar Loan into a Base Rate Loan, but such election shall not diminish Borrower’s the Borrowers’ obligation to pay all Reimbursable Taxes. (div) Notwithstanding the foregoing provisions of this section, Borrower the Borrowers shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of any Lender, other than a Lender (i) who is a U.S. person for Federal income tax purposes or (ii) who has the Prescribed Forms on file with Agent (with copies provided to the Borrowers) for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms, provided that if Borrowers shall so deduct or withhold any such taxes, it shall provide a statement to Agent and such Lender, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Lender may reasonably request for assisting such Lender to obtain any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Lender is subject to tax. As used in this section, “Prescribed Forms” means such duly executed forms or statements, and in such number of copies, which may, from time to time, be prescribed by Law and which, pursuant to applicable provisions of (x) an income tax treaty between the United States and the country of residence of the Lender providing the forms or statements, or (y) the Internal Revenue Code, permit the Borrowers to make payments hereunder for the account of such Lender free of such deduction or withholding of income or similar taxes.

Reimbursable Taxes. Borrower covenants and agrees that:: ------------------ (a) Borrower will indemnify Agent and each Lender against and reimburse Agent and each Lender for all present and future income, stamp and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or any Libor Loans bearing interest at the Eurodollar Rate (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any taxes imposed on or measured by the overall gross or net income of Lender, franchise Agent or margin tax such Lender or the Lending Office any lending office of Agent or such Lender by any jurisdiction in which Agent or such Lender or the Lending Office any lending office is located (all such non-excluded taxes, levies, costs and charges being collectively called “"Reimbursable Taxes” " in this section). Such indemnification shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnity. (b) All payments on account of the principal of, and interest on, each Lender’s Loans 's Loan and each Lender's Note, and all other amounts payable by Borrower to Agent and each Lender hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of Borrower. In the event of Borrower being compelled by Law law or other regulations to make any such deduction or withholding from any payment to Agent or any Lender, Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by Agent or such Lender after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to Agent or such Lender an official receipt or other official document evidencing payment of such deduction or withholding. (c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Libor Loan, Borrower may elect, by giving to Lender not less than three Business Days’ notice, to convert all (but not less than all) of any such Libor Loan into a Base Rate Loan, but such election shall not diminish Borrower’s obligation to pay all Reimbursable Taxes. (d) Notwithstanding the foregoing provisions of this section, Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of Lender.

Reimbursable Taxes. The Borrower covenants and agrees that: (a) The Borrower will indemnify Lender each Bank against and reimburse Lender each Bank for all present and future income, stamp and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or collected on or in respect of this Credit Agreement or any Libor Eurodollar Loans (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any taxes imposed on or measured by the overall gross or net income of Lender, franchise such Bank or margin tax or the any applicable Lending Office of Lender such Bank by any jurisdiction in which Lender such Bank or the any such Banks's applicable Lending Office is located (all such non-excluded taxes, levies, costs and charges being collectively called “Reimbursable Taxes” "REIMBURSABLE TAXES" in this sectionSECTION 2.15). Such indemnification shall be on an after-tax aftertax basis, taking into account any income taxes imposed on the amounts paid as indemnity. (b) All payments on account of the principal of, and interest on, Lender’s the Loans and Notethe Notes, and all other amounts payable by the Borrower to Lender the Banks hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable TaxesTaxes (except as required by applicable law), all of which will be for the account of the Borrower. In the event of the Borrower being compelled by any Requirement of Law to make any such deduction or withholding from any payment to Lenderany Bank, the Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by Lender such Bank after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If the Borrower should make any deduction or withholding as aforesaid, the Borrower shall within 60 days thereafter forward to Lender such Bank an official receipt or other official document evidencing payment of such deduction or withholding. (c) If the Borrower is ever required to pay any Reimbursable Tax with respect to any Libor LoanEurodollar Loans, the Borrower may elect, by giving to Lender the Banks not less than three (3) Business Days’ ' notice, to convert all (but not less than all) of any such Libor Loan Eurodollar Loans into a Base Rate LoanLoans, but such election shall not diminish the Borrower’s 's obligation to pay all Reimbursable Taxes. (d) Notwithstanding Each Bank that is not incorporated under the foregoing provisions laws of this section, Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America or a state thereof (including each Purchasing Bank that becomes a party to this Credit Agreement pursuant to SECTION 11.4) that is entitled to receive payments under this Credit Agreement and the Notes without deduction or withholding of any United States federal income taxes or is entitled to an exemption from backup withholding tax agrees that, prior to the first date on which any payment is due to it hereunder, it will deliver to the Borrower and the Agent, as the case may be, (i) two duly completed copies of United States IRS Forms 1001 or 4224 or successor applicable form, as the case may be, certifying in each case that such Bank is entitled to receive payments under this Credit Agreement and the Notes payable to it, without deduction or withholding of any United States federal income taxes, and (ii) an IRS Forms W-8 or W-9 or successor applicable form, as the case may be, to establish an exemption from United States backup withholding tax. Each Bank which delivers to the Borrower and the Agent a Forms 1001 or 4224 and Forms W-8 or W-9 pursuant to the preceding sentence further undertakes to deliver to the Borrower and the Agent two further copies of the said Forms 1001 or 4224 and Forms W-8 or W-9, or successor applicable forms, or other than manner of certification, as the case may be, on or before the date that any portion thereof attributable to such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower, and such extensions or renewals thereof as may reasonably be requested by the Borrower, certifying in the case of a Forms 1001 or 4224 that such Bank is entitled to receive payments under this Credit Agreement without deduction or withholding of any United States federal income tax Laws effected after taxes, unless in any such case an event (including, without limitation, any change in any Requirement of Law) has occurred prior to the date hereofon which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Bank from duly completing and delivering any such form with respect to it and such Bank advises the Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal income tax, and in the case of a Forms W-8 or W-9, establishing an exemption from United States backup withholding tax. (e) Each Bank (including each Purchasing Bank that becomes a party to this Credit Agreement pursuant to SECTION 11.4) represents and warrants to the Borrower that each Lending Office of such Bank hereunder will be entitled to receive payments of principal of, and interest on, the Loans made by such Bank from interest, fees such Lending Office without withholding or other amounts payable hereunder deduction for the or on account of Lenderany United States federal income taxes.

Reimbursable Taxes. With respect to any commitment by any Lender hereunder, Borrower covenants and agrees with each Lender Party extending credit pursuant thereto that: (a) Borrower will indemnify each such Lender Party against and reimburse each such Lender Party for all present and future income, stamp and other taxes, duties, levies, costs imposts, deductions, charges, costs, and charges withholdings whatsoever imposed, assessed, levied or collected on or in respect of this Agreement Agreement, any Eurodollar Loans or any Libor Loans Letters of Credit (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any taxes imposed on or measured by the overall gross or net income of Lender, franchise Administrative Agent or margin tax such Lender Party or the any Applicable Lending Office of such Lender Party by any jurisdiction in which such Lender Party or the any such Applicable Lending Office is located (all such non-excluded taxes, levies, costs and charges being collectively called “"Reimbursable Taxes” " in this section). Such indemnification shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnity. (b) All payments on account of the principal of, and interest on, Lender’s each such Lender Party's Loans and Note, and all other amounts payable by Borrower to any such Lender Party hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of Borrower. In the event of Borrower being compelled by Law to make any such deduction or withholding from any payment to Lenderany such Lender Party, Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by such Lender Party after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to such Lender Party an official receipt or other official document evidencing payment of such deduction or withholding. (c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Libor Eurodollar Loan, Borrower may elect, by giving to Administrative Agent and such Lender Party not less than three Business Days’ ' notice, to convert Convert all (but not less than all) of any such Libor Eurodollar Loan into a Base Rate Loan, but such election shall not diminish Borrower’s 's obligation to pay all Reimbursable Taxes. (d) Notwithstanding the foregoing provisions of this section, Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of Lendersuch Lender Party, other than such a Lender Party (i) who is a US person for Federal income tax purposes or (ii) who has the Prescribed Forms on file with Administrative Agent (with copies provided to the relevant Borrower) for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms, provided that if Borrower shall so deduct or withhold any such taxes, it shall provide a statement to Administrative Agent and such Lender Party, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Lender Party may reasonably request for assisting such Lender Party to obtain any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Lender Party is subject to tax. As used in this section, "Prescribed Forms" means such duly executed forms or statements, and in such number of copies, which may, from time to time, be prescribed by Law and which, pursuant to applicable provisions of (x) an income tax treaty between the United States and the country of residence of such Lender Party providing the forms or statements, (y) the Code, or (z) any applicable rules or regulations thereunder, permit Borrower to make payments hereunder for the account of such Lender Party free of such deduction or withholding of income or similar taxes.

Reimbursable Taxes. Borrower covenants and agrees that: (a) Borrower will indemnify Lender against and reimburse Lender for all present and future income, stamp and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or any Libor Loans Fixed Rate Portions (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any taxes imposed on or measured by the overall gross or net income of Lender, franchise Lender or margin tax or the Lending Office any lending office of Lender by any jurisdiction in which Lender or the Lending Office any such lending office is located (all such non-excluded taxes, levies, costs and charges being collectively called “"Reimbursable Taxes” " in this section). Such indemnification shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnity. (b) All payments on account of the principal of, and interest on, Lender’s Loans the Loan and the Note, and all other amounts payable by Borrower to Lender hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of Borrower. In the event of Borrower being compelled by Law law or other regulations to make any such deduction or withholding from any payment to Lender, Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by Lender after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to Lender an official receipt or other official document evidencing payment of such deduction or withholding. (c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Libor Loan, Fixed Rate Portion Borrower may elect, by giving to Lender not less than three Business Days’ " notice, to convert all (but not less than all) of any such Libor Loan Fixed Rate Portion into a part of the Base Rate LoanPortion, but such election shall not diminish Borrower’s the obligation of Borrower to pay all such Reimbursable Taxes. (d) Notwithstanding the foregoing provisions of this section, Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of Lender.

Reimbursable Taxes. Borrower covenants and agrees that:: ------------------ (a) Borrower will indemnify Administrative Agent and each Lender against and reimburse Administrative Agent and each Lender for all present and future income, stamp and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or any Libor Loans Fixed Rate Portions (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any franchise taxes or income taxes imposed on or measured by the overall gross net income, assets, net worth or net income shareholders' capital of Lender, franchise Administrative Agent or margin tax such Lender or the Lending Office any lending office of Administrative Agent or such Lender by any jurisdiction in which Administrative Agent or such Lender or the Lending Office any such lending office is located (all such non-excluded taxes, levies, costs and charges being collectively called “"Reimbursable Taxes” " in this section). Such indemnification shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnity. (b) All payments on account of the principal of, and interest on, each Lender’s Loans 's Loan and each Lender's Note, and all other amounts payable by Borrower to Administrative Agent and each Lender hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of Borrower. In the event of Borrower being compelled by Law law or other regulations to make any such deduction or withholding from any payment to Administrative Agent or any Lender, Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by Administrative Agent or such Lender after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to Administrative Agent or such Lender an official receipt or other official document evidencing payment of such deduction or withholding. (c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Libor LoanFixed Rate Portion, Borrower may elect, by giving to Administrative Agent and each Lender not less than three Business Days’ ' notice, to convert all (but not less than all) of any such Libor Loan Fixed Rate Portion into a part of the Base Rate LoanPortion, but such election shall not diminish Borrower’s 's obligation to pay all Reimbursable Taxes. (d) Notwithstanding the foregoing provisions of this section, Borrower shall be entitled, to the extent it is required to do so by Lawlaw, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of any Lender., other than a Lender (i) who is a U.S. person for Federal income tax purposes or (ii) who has the Prescribed Forms on file with Administrative Agent (with copies provided to Borrower) for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms, provided that if Borrower shall so deduct or withhold any such taxes, it shall provide a statement to Administrative Agent and such Lender, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Lender may reasonably request for assisting such Lender to obtain any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Lender is subject to tax. As

Reimbursable Taxes. Borrower covenants and agrees that: (a) Borrower will indemnify Lender against and reimburse Lender each Bank Party for all present and future income, stamp and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or any Libor Eurodollar Loans (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any taxes imposed on or measured by the overall gross or net income of Lender, franchise Agent or margin tax such Bank Party or the Lending Office any lending office of Lender such Bank Party by any jurisdiction in which Lender such Bank Party or the Lending Office any such lending office is located (all such non-excluded taxes, levies, costs and charges being collectively called “Reimbursable Taxes” "REIMBURSABLE TAXES" in this section). Such indemnification reimbursement shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnityreimbursed. (b) All payments on account of the principal of, and interest on, Lender’s each Bank Party's Loans and Note, and all other amounts payable by Borrower to Lender any Bank Party hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of Borrower. In the event of Borrower being compelled by Law to make any such deduction or withholding from any payment to Lenderany Bank Party, Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by Lender such Bank Party after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to Lender such Bank Party an official receipt or other official document evidencing payment of such deduction or withholding. (c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Libor Eurodollar Loan, Borrower may elect, by giving to Lender Agent and such Bank Party not less than three Business Days’ ' notice, to convert all (but not less than all) of any such Libor Eurodollar Loan into a Base Rate Loan, but such election shall not diminish Borrower’s 's obligation to pay all Reimbursable Taxes. (d) Notwithstanding the foregoing provisions of this section, Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of Lender.any Bank Party, other than a Bank Party (i) who is a U.S. person for Federal income tax purposes or (ii) who has the Prescribed Forms on file with Agent (with copies provided to Borrower) for the applicable year to the extent deduction or withholding of such taxes

Reimbursable Taxes. Borrower covenants and agrees that: (a) Borrower will indemnify each Lender Party against and reimburse each Lender Party for all present and future income, stamp and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or any Libor Eurodollar Loans (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any taxes imposed on or measured by the overall gross or net income of Lender, franchise Agent or margin tax such Lender Party or the Lending Office any lending office of such Lender Party by any jurisdiction in which such Lender Party or the Lending Office any such lending office is located (all such non-excluded taxes, levies, costs and charges being collectively called “"Reimbursable Taxes” " in this section). Such indemnification shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnity. (b) All payments on account of the principal of, and interest on, Lender’s each Lender Party's Loans and Note, and all other amounts payable by Borrower to any Lender Party hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of Borrower. In the event of Borrower being compelled by Law to make any such deduction or withholding from any payment to Lenderany Lender Party, Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by such Lender Party after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to such Lender Party an official receipt or other official document evidencing payment of such deduction or withholding. (c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Libor Eurodollar Loan, Borrower may elect, by giving to Agent and such Lender Party not less than three Business Days’ ' notice, to convert all (but not less than all) of any such Libor Eurodollar Loan into a Base Rate an ABR Loan, but such election shall not diminish Borrower’s 's obligation to pay all Reimbursable Taxes. (d) Notwithstanding the foregoing provisions of this section, Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of Lender.any Lender Party, other than a Lender Party (i) who is a U.S. person for Federal income tax purposes or (ii) who has the Prescribed Forms on file with Agent (with copies provided to Borrower) for the applicable year to the extent deduction or withholding of such taxes is not required as a

Reimbursable Taxes. Borrower covenants and agrees that: (a) Borrower will indemnify Agent and each Lender against and reimburse Agent and each Lender for all present and future income, stamp and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or any Libor Loans bearing interest at the Eurodollar Rate (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any taxes imposed on or measured by the overall gross or net income of Lender, franchise Agent or margin tax such Lender or the Lending Office any lending office of Agent or such Lender by any jurisdiction in which Agent or such Lender or the Lending Office any lending office is located (all such non-excluded taxes, levies, costs and charges being collectively called “"Reimbursable Taxes” " in this section). Such indemnification shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnity. (b) All payments on account of the principal of, and interest on, each Lender’s Loans and 's Loan, each Lender's Note, and the Swing-Line Note and all other amounts payable by Borrower to Agent and each Lender hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of Borrower. In the event of Borrower being compelled by Law law or other regulations to make any such deduction or withholding from any payment to Agent or any Lender, Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by Agent or such Lender after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to Agent or such Lender an official receipt or other official document evidencing payment of such deduction or withholding. (c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Libor Loan, Borrower may elect, by giving to Lender not less than three Business Days’ notice, to convert all (but not less than all) of any such Libor Loan into a Base Rate Loan, but such election shall not diminish Borrower’s obligation to pay all Reimbursable Taxes. (d) Notwithstanding the foregoing provisions of this section, Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of Lender.

Reimbursable Taxes. With respect to each Commitment, the relevant Borrower thereunder covenants and agrees with each Lender Party extending credit pursuant thereto that: (a) Such Borrower will indemnify each such Lender Party against and reimburse each such Lender Party for all present and future income, stamp and other taxes, duties, levies, costs imposts, deductions, charges, costs, and charges withholdings whatsoever imposed, assessed, levied or collected on or in respect of this Agreement Agreement, any LIBOR Loans, any BA’s or any Libor Loans Letters of Credit (whether or not legally or correctly imposed, assessed, levied or collected)) including all taxes imposed pursuant to Part XIII of the Income Tax Act (Canada) and any withholding or other taxes imposed on any Lender Party under Canadian Law, excluding, however, any taxes imposed on or measured by the overall gross or net income of Lender, franchise any Agent or margin tax such Lender Party or the any Applicable Lending Office of such Lender Party by any jurisdiction in which such Lender Party or the any such Applicable Lending Office is located (all such non-excluded taxes, levies, costs and charges being collectively called “Reimbursable Taxes” in this section). Such indemnification shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnity. (b) All payments on account of the principal of, and interest on, Lendereach such Lender Party’s Loans and NoteNotes, and all other amounts payable by such Borrower to any such Lender Party hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of the relevant Borrower. In the event of any such Borrower being compelled by Law to make any such deduction or withholding from any payment to Lenderany such Lender Party, such Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by such Lender Party after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If any such Borrower should make any deduction or withholding as aforesaid, such Borrower shall within 60 days thereafter forward to such Lender Party an official receipt or other official document evidencing payment of such deduction or withholding. (c) If any such Borrower is ever required to pay any Reimbursable Tax with respect to any Libor LIBOR Loan, such Borrower may elect, by giving to the relevant Agent and such Lender Party not less than three Business Days’ notice, to convert Convert all (but not less than all) of any such Libor LIBOR Loan into a Base Rate Loan, but such election shall not diminish such Borrower’s obligation to pay all Reimbursable Taxes. (d) Notwithstanding the foregoing provisions of this section, such Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America or Canada (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of Lendersuch Lender Party, other than such a Lender Party (i) who is a US person for Federal income tax purposes or (ii) who has the Prescribed Forms on file with Administrative Agent (with copies provided to the relevant Borrower) for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms, provided that if such Borrower shall so deduct or withhold any such taxes, it shall provide a statement to Administrative Agent and such Lender Party, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Lender Party may reasonably request for assisting such Lender Party to obtain any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Lender Party is subject to tax. As used in this section, “Prescribed Forms” means such duly executed forms or statements, and in such number of copies, which may, from time to time, be prescribed by Law and which, pursuant to applicable provisions of (x) an income tax treaty between the United States and the country of residence of such Lender Party providing the forms or statements, (y) the Code, or (z) any applicable rules or regulations thereunder, permit such Borrower to make payments hereunder for the account of such Lender Party free of such deduction or withholding of income or similar taxes.

Reimbursable Taxes. With respect to the Commitments, Borrower covenants and agrees with each Lender Party extending credit pursuant thereto that: (a) Borrower will indemnify each such Lender Party against and reimburse each such Lender Party for all present and future income, stamp and other taxes, duties, levies, costs imposts, deductions, charges, costs, and charges withholdings whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or Agreement, any Libor Eurodollar Loans (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any taxes imposed on or measured by the overall gross or net income (however denominated) and franchise taxes imposed on (in lieu of Lender, franchise income taxes) Administrative Agent or margin tax such Lender Party or the any Applicable Lending Office of such Lender Party by any jurisdiction in which such Lender Party or the any such Applicable Lending Office is located (all such non-excluded taxes, levies, costs and charges being collectively called “Reimbursable Taxes” in this section). Such indemnification shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnity. (b) All payments on account of the principal of, and interest on, Lendereach such Lender Party’s Loans and NoteNotes, and all other amounts payable by Borrower to any such Lender Party hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of Borrower. In the event of Borrower being compelled by Law to make any such deduction or withholding from any payment to Lenderany such Lender Party, Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by such Lender Party after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to such Lender Party an official receipt or other official document evidencing payment of such deduction or withholding. (c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Libor Eurodollar Loan, Borrower may elect, by giving to Administrative Agent and such Lender Party not less than three Business Days’ notice, to convert Convert all (but not less than all) of any such Libor Eurodollar Loan into a Base Rate Loan, but such election shall not diminish Borrower’s obligation to pay all Reimbursable Taxes. (d) Notwithstanding the foregoing provisions of this section, Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of Lendersuch Lender Party, other than such a Lender Party (i) who is a US person for Federal income tax purposes or (ii) who has the Prescribed Forms on file with Administrative Agent (with copies provided to Borrower) for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms, provided that if Borrower shall so deduct or withhold any such taxes, it shall provide a statement to Administrative Agent and such Lender Party, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Lender Party may reasonably request for assisting such Lender Party to obtain any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Lender Party is subject to tax. As used in this section, “Prescribed Forms” means such duly executed forms or statements, and in such number of copies, which may, from time to time, be prescribed by Law and which, pursuant to applicable provisions of (x) an income tax treaty between the United States and the country of residence of such Lender Party providing the forms or statements, (y) the Code, or (z) any applicable rules or regulations thereunder, permit Borrower to make payments hereunder for the account of such Lender Party free of such deduction or withholding of income or similar taxes.

Reimbursable Taxes. Borrower covenants and agrees that: (a) Borrower will indemnify each Lender against and reimburse each Lender for all present and future income, stamp and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or any Libor Eurodollar Loans (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any taxes imposed on or measured by the overall gross or net income of Lender, franchise Administrative Agent or margin tax such Lender or the Lending Office any lending office of such Lender by any jurisdiction in which such Lender or the Lending Office any such lending office is located (all such non-excluded taxes, levies, costs and charges being collectively called “"Reimbursable Taxes” " in this section). Such indemnification shall be on an after-tax basis, taking into account any income taxes imposed on the amounts paid as indemnity. (b) All payments on account of the principal of, and interest on, each Lender’s 's Loans and Note, and all other amounts payable by Borrower to any Lender hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of Borrower. In the event of Borrower being compelled by Law law or other regulations to make any such deduction or withholding from any payment to any Lender, Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by such Lender after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to such Lender an official receipt or other official document evidencing payment of such deduction or withholding. (c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Libor Loan, Eurodollar Loan Borrower may elect, by giving to Administrative Agent and such Lender not less than three Business Days’ ' notice, to convert all (but not less than all) of any such Libor Eurodollar Loan into a Base Rate Loan, but such election shall not diminish Borrower’s 's obligation to pay all Reimbursable Taxes. (d) Notwithstanding the foregoing provisions of this section, Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of Lender.

Reimbursable Taxes. Borrower covenants and agrees that: (a) Borrower will indemnify Lender against and reimburse Lender each Bank Party for all present and future income, stamp and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or any Libor Eurodollar Loans (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any taxes imposed on or measured by the overall gross or net income of Lender, franchise Agent or margin tax such Bank Party or the Lending Office any lending office of Lender such Bank Party by any jurisdiction in which Lender such Bank Party or the Lending Office any such lending office is located (all such non-excluded taxes, levies, costs and charges being collectively called “Reimbursable Taxes” "REIMBURSABLE TAXES" in this section). Such indemnification reimbursement shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnityreimbursed. (b) All payments on account of the principal of, and interest on, Lender’s each Bank Party's Loans and Note, and all other amounts payable by Borrower to Lender any Bank Party hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of Borrower. In the event of Borrower being compelled by Law to make any such deduction or withholding from any payment to Lenderany Bank Party, Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by Lender such Bank Party after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to Lender such Bank Party an official receipt or other official document evidencing payment of such deduction or withholding. (c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Libor Eurodollar Loan, Borrower may elect, by giving to Lender Agent and such Bank Party not less than three Business Days’ ' notice, to convert all (but not less than all) of any such Libor Eurodollar Loan into a Base Rate Loan, but such election shall not diminish Borrower’s 's obligation to pay all Reimbursable Taxes. (d) Notwithstanding the foregoing provisions of this section, Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of Lenderany Bank Party, other than a Bank Party (i) who is a U.S. person for Federal income tax purposes or (ii) who has the Prescribed Forms on file with Agent (with copies provided to Borrower) for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms, provided that if Borrower shall so deduct or withhold any such taxes, it shall provide a statement to Agent and such Bank Party, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Bank Party may reasonably request for assisting such Bank Party to obtain any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Bank Party is subject to tax. As used in this section, "Prescribed Forms" means such duly executed forms or statements, and in such number of copies, which may, from time to time, be prescribed by Law and which, pursuant to applicable provisions of (x) an income tax treaty between the United States and the country of residence of the Bank Party providing the forms or statements, (y) the Internal Revenue Code of 1986, as amended from time to time, or (z) any applicable rules or regulations thereunder, permit Borrower to make payments hereunder for the account of such Bank Party free of such deduction or withholding of income or similar taxes.